JOINT Corp 8-K, filed Nov 6, 2025
JOINT Corp (JYNT)
8-K
2025-11-06
For: 2025-11-02
View Original
Added on
April 11, 2026
About this 8-K
JOINT Corp filed this 8-K on November 6, 2025, reporting on events of November 2, 2025.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.02: Financial results
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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): November 2, 2025
The Joint Corp.
(Exact Name of Registrant as Specified in Charter)
| (State or other jurisdiction | (Commission File Number) | (IRS Employer | ||||||
| of incorporation) | Identification No.) | |||||||
(Address of principal executive offices) (Zip Code)
(480 ) 245-5960
(Registrant’s telephone number, including area code)
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
The | ||||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 §CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
Item 1.01. Entry Into a Material Definitive Agreement.
On November 2, 2025, we entered into an Asset Purchase Agreement (the “Elite Chiro Group Purchase Agreement”) with Elite Chiro Group, a California corporation (“Elite Chiro Group”), as buyer, and Gadi Emein, an individual (“Emein”), as guarantor, pursuant to which we will sell to Elite Chiro Group the assets of, and grant franchise rights to, 45 company-owned or managed clinics located in Southern California (the “Elite Chiro Group Transaction”) for an aggregate purchase price of $4.5 million, subject to certain adjustments (the “Purchase Price”). The Purchase Price consists of (i) $3,154,500 in cash, and (ii) $1,345,500 in prorated franchise fees pursuant to 45 separate franchise agreements to be entered into between us and Elite Chiro Group. Pursuant to the Elite Chiro Group Purchase Agreement, Elite Chiro Group will pay $100,000 of the Purchase Price as a non-refundable down payment in consideration for exclusivity to purchase the clinics and the remaining balance of the Purchase Price (the “Purchase Price Balance”) upon the closing of the Elite Chiro Group Transaction. If Elite Chiro Group does not pay the Purchase Price Balance upon the closing of the Elite Chiro Group Transaction, then Elite Chiro Group and Emein will enter into a separate promissory note and corresponding security agreement in the principal amount of the Purchase Price Balance, which will mature 60 days from the date of the signing of the Elite Chiro Group Purchase Agreement.
In addition, in connection with the Elite Chiro Group Transaction, we will acquire the non-exclusive development rights for 10 clinics to be developed in the metropolitan statistical areas of a development area to be agreed upon by us and Elite Chiro Group in accordance with the schedule set forth in the Elite Chiro Group Purchase Agreement. Pursuant to the Elite Chiro Group Purchase Agreement, Elite Chiro Group will pay a development fee of $90,000 to us to acquire such rights pursuant to a separate development agreement to be entered into between us and Elite Chiro Group.
The Elite Chiro Group Transaction is expressly conditioned upon the assignment of the existing leases for at least 38 of the 45 clinics or, alternatively, the execution of the Management Agreement and, if applicable, the P.C. Management Agreement and the Submanager Agreement, as such terms are defined in the Elite Chiro Group Purchase Agreement. The Elite Chiro Group Transaction is also subject to customary closing conditions. The Elite Chiro Group Purchase Agreement contains other provisions, covenants, representations, and warranties that are typical in transactions of this size, type, and complexity. We continue to negotiate certain terms and will provide an update, if and when, the parties align on final terms.
Item 2.02. Results of Operations and Financial Condition.
On November 6, 2025, we issued a press release announcing our financial results for the quarter ended September 30, 2025. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished 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 (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 7.01. Regulation FD Disclosure.
We are posting an earnings presentation to our website at https://ir.thejoint.com/. A copy of the earnings presentation is being furnished herewith as Exhibit 99.2. We will use the earnings presentation during our earnings conference call on November 6, 2025 and also may use the earnings presentation from time to time in conversations with analysts, investors and others.
The information furnished in this Item 7.01 and Exhibit 99.2 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 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
The information contained in Exhibit 99.2 is summary information that is intended to be considered in the context of our filings with the Securities and Exchange Commission (the “SEC”). We undertake no duty or obligation to publicly update or revise the information contained in this Current Report on Form 8-K, although we may do so from time to time as our management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases, or through other public disclosure.
Item 8.01. Other Events.
On November 4, 2025, our Board of Directors authorized an additional $12.0 million under our previously approved stock repurchase program and extended the repurchase date through November 4, 2027. The currently approved program now authorizes the repurchase of up to an additional $12.0 million of our common stock, par value $0.001 per share, from time to time until November 4, 2027 or such other date as we have exhausted, or the Board of Directors otherwise terminates, the repurchase authorization. The timing, volume, price, and terms of the repurchases will depend on market and business conditions, applicable legal requirements, and other factors. The repurchases may be made on the open market, in privately negotiated transactions, or in such other manner (e.g., accelerated share repurchase transactions, block trades, derivatives, or otherwise) that complies with the terms of applicable federal and state securities laws and regulations.
On November 5, 2025, we issued a press release announcing that the Board of Directors authorized an additional $12.0 million under the stock repurchase program. A copy of the press release is attached as Exhibit 99.3 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Exhibits | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
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: | November 6, 2025 | By: | /s/ Sanjiv Razdan | ||||||||
| Sanjiv Razdan | |||||||||||
| President and Chief Executive Officer | |||||||||||
Exhibit 99.1
The Joint Corp. Reports Third Quarter 2025 Financial Results
- Grew Revenue 6%, Compared to Third Quarter 2024 -
- Board authorizes an additional $12 million for share repurchases -
SCOTTSDALE, Ariz., November 6, 2025 – The Joint Corp. (NASDAQ: JYNT), a national operator, manager, and franchisor of chiropractic clinics, posted operating highlights and limited financial information for the quarter ended September 30, 2025. The following figures represent continuing operations unless otherwise stated.
Q3 2025 Financial Highlights summary
•Grew revenue to $13.4 million, up 6% compared to the third quarter of 2024.
•Reported system-wide sales1 of $127.3 million, a decline of 1.5%.
•Reported comp sales2 of (2.0)%.
•Improved net income from consolidated operations to $855,000, compared to a net loss of $3.2 million in the third quarter of 2024. Reported net income from continuing operations of $290,000, compared to a net loss of $414,000 in the third quarter of 2024.
•Increased Adjusted EBITDA for consolidated operations 36% to $3.3 million from $2.4 million in the third quarter of 2024. Increased Adjusted EBITDA from continuing operations to $1.4 million from $262,000 in the third quarter of 2024.
Third Quarter 2025 Operating Highlights
•Sold eight franchise licenses compared to seven in the third quarter of 2024.
•Opened nine and closed 11 franchised clinics.
•Closed three company-owned or managed clinics.
•Refranchised one clinic.
•Total clinic count was 962, with 884 franchised and 78 company-owned or managed, as of September 30, 2025.
“Throughout 2025, we have strengthened our management team and executed on strategies to refranchise our corporate portfolio, drive new patient acquisition, grow system-wide sales, and improve comp sales as well as operating leverage,” said President and Chief Executive Officer of The Joint Corp., Sanjiv Razdan. “In the third quarter, we made strides on these initiatives, although their full financial benefit will take time to come to fruition. Our brand message has transitioned toward pain management, which will be amplified by shifting a portion of our advertising spend to national media. In addition, we are investing in search engine optimization to leverage AI-search, including more impactful clinic microsite content to drive website rankings. In August, we enhanced our mobile app with new features that are driving an improved patient experience. In November, we initiated a three-tiered pricing pilot for our wellness plan. We are actively negotiating asset purchase agreements for all remaining corporate clinics.
1 System-wide sales include revenues at all clinics, whether operated or managed by the company or by franchisees. While franchised sales are not recorded as revenues by the company, management believes the information is important in understanding the company’s financial performance, because these revenues are the basis on which the company calculates and records royalty fees and are indicative of the financial health of the franchisee base.
2 Comp sales include the revenues from both company-owned or managed clinics and franchised clinics that in each case have been open at least 13 full months and exclude any clinics that have closed.
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In addition, throughout the year, we have implemented robust pre-opening protocols for new clinics to support strong early sales volumes and reduce time to breakeven.
“To increase shareholder value, we are investing in high-return initiatives and deploying capital to reduce our stock count. Since we initiated the stock repurchase program, we have repurchased 540,000 shares of our common stock for $5 million. The recent authorization of an additional $12 million to our stock repurchase program demonstrates our strong conviction in the progress we’re making toward reigniting growth, increasing profitability, and becoming a pure play franchisor.”
Financial Results for Third Quarter Ended September 30, 2025 Compared to September 30, 2024
Revenue increased 6% to $13.4 million, compared to $12.7 million in the third quarter of 2024. Cost of revenue was $2.7 million, down 6% compared to the prior year, reflecting lower regional developer royalties.
Selling and marketing expenses were $2.8 million, up 13% mainly driven by the digital marketing transformation efforts. Depreciation and amortization expenses increased $100,000, primarily related to the development of software, including the launch of the new mobile app. General and administrative expenses decreased 3% to $7.3 million.
Income tax expense was $10,000, compared to $5,000 in the third quarter of 2024. Consolidated net income was $855,000, compared to a net loss of $3.2 million in the third quarter of 2024. Net income from continuing operations was $290,000, compared to a net loss of $414,000 in the third quarter of 2024. Consolidated EPS was $0.06 per diluted share, compared to a net loss of $0.21 per basic share in the third quarter of 2024.
Adjusted EBITDA from consolidated operations increased 36% to $3.3 million, and Adjusted EBITDA from continuing operations improved to $1.4 million, compared to Adjusted EBITDA from consolidated operations of $2.4 million and Adjusted EBITDA from continuing operations of $262,000 in the third quarter of 2024.
Balance Sheet and Cash Flow
Unrestricted cash was $29.7 million at September 30, 2025, compared to $25.1 million at December 31, 2024. The company maintains a currently undrawn line of credit with JP Morgan Chase, which grants immediate access to $20 million through August 2027.
During the third quarter of 2025, the company repurchased 228,000 shares for total consideration of $2.3 million. As announced on November 5th, 2025 between the third quarter end and the end of October, the company repurchased an additional 312,000 shares for total consideration of $2.7 million. In November, the company’s board of directors authorized an additional $12 million for its stock repurchase program.
Financial Results for Nine Months Ended September 30, 2025 Compared to September 30, 2024
Revenue was $39.7 million in the first nine months of 2025, up 6% compared to $37.4 million in same period in 2024. Consolidated net income was $1.9 million, compared to a net loss of $5.8 million in the nine months ended September 30, 2024. Net loss from continuing operations was $1.2 million, compared to a net loss of $2.5 million in the nine months ended September 30, 2024. Consolidated EPS was $0.12 per diluted share, compared to a net loss of $0.39 per basic share in the nine months ended September 30,2024.
Adjusted EBITDA from consolidated operations expanded to $9.4 million and Adjusted EBITDA from continuing operations improved to $1.5 million, compared to Adjusted EBITDA from consolidated operations of $8.1 million and Adjusted EBITDA from continuing operations of $306,000 in the nine months ended September 30,2024.
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Subsequent to September 30, 2025
The company reached an initial agreement to sell 45 corporate clinics in Southern California for $4.5 million via an asset purchase agreement. Management continues to negotiate certain terms and will provide an update, if and when, the parties align on final terms.
2025 Guidance
The company has updated its system-wide sales and comp sales guidance for the full year of 2025:
•System-wide sales1 are now expected to range from $530 million to $534 million, which compares to prior guidance of $530 million to $550 million.
•Comp sales2 are now expected to be in the range of (1)% to 0%, which compares to prior guidance of an increase in the low-single digit range.
•Consolidated Adjusted EBITDA guidance continues to be in the range of $10.8 million to $11.8 million.
•New clinic openings guidance continues to be in the range of 30 to 35.
Conference Call The Joint Corp. management will host a conference call at 5:00 p.m. ET on Thursday, November 6, 2025, after the market close. Stockholders and interested participants may listen to a live broadcast of the conference call by dialing 1-(833) 630-0823 or (412) 317-1831 and ask to be joined into the ‘The Joint’ call approximately 15 minutes prior to the start time.
The live webcast of the call with accompanying slide presentation can be accessed in the IR events section https://ir.thejoint.com/events and available for approximately one year. An audio archive can be accessed for one week by dialing (877) 344-7529 or (412) 317-0088 and entering conference ID 3346890.
Commonly Discussed Performance Metrics
This release includes a presentation of commonly discussed performance metrics. System-wide sales include revenues at all clinics, whether operated by the company or by franchisees. While franchised sales are not recorded as revenues by the company, management believes the information is important in understanding the company’s financial performance because these sales are the basis on which the company calculates and records royalty fees and are indicative of the financial health of the franchisee base. Comp sales include the revenues from both company-owned or managed clinics and franchised clinics that in each case have been open at least 13 full months and exclude any clinics that have closed.
Non-GAAP Financial Information
This release also includes a presentation of non-GAAP financial measures. EBITDA and Adjusted EBITDA are presented because they are important measures used by management to assess financial performance, as management believes they provide a more transparent view of the company’s underlying operating performance and operating trends. Reconciliation of historical net income/(loss) to EBITDA and Adjusted EBITDA is presented in the table below. The company defines EBITDA as net income/(loss) before net interest, tax expense, depreciation, and amortization expenses. The company defines Adjusted EBITDA as EBITDA before acquisition-related expenses (which includes contract termination costs associated with reacquired regional developer rights), net (gain)/loss on disposition or impairment, stock-based compensation expenses, costs related to restatement filings, restructuring costs, and litigation expenses (consisting of legal and related fees for specific proceedings that arise outside of the ordinary course of our business). EBITDA and Adjusted EBITDA do not represent and should not be considered alternatives to net income or cash flows from operations, as determined by accounting principles generally accepted in the United States, or GAAP. While EBITDA and Adjusted EBITDA are used as measures of financial performance and the ability to meet debt service requirements, they are not necessarily comparable to other similarly titled captions of other companies due to potential inconsistencies in the methods of calculation. EBITDA and Adjusted EBITDA should be reviewed in conjunction with the company’s financial statements filed with the SEC. Please refer to the reconciliations of non-GAAP financial measures to their GAAP equivalents located at the end of this release. This release includes forward-looking guidance for certain non-GAAP financial measures, including Adjusted
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EBITDA. These measures will differ from net income (loss), determined in accordance with GAAP, in ways similar to those described in the reconciliations at the end of this release. We are not able to provide, without unreasonable effort, guidance for net income (loss), determined in accordance with GAAP, or a reconciliation of guidance for Adjusted EBITDA to the most directly comparable GAAP measure because the company is not able to predict with reasonable certainty the amount or nature of all items that will be included in net income (loss).
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. 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. Specific forward-looking statements made in this press release include, among others, our belief that the full financial benefit of certain initiatives, including strengthening our management team and executing on strategies to refranchise our corporate portfolio, drive new patient acquisition, grow system-wide sales, and improve comp sales as well as operating leverage, will take time to come to fruition; our plan to finalize corporate clinic purchase agreements; our belief that we remain on track to be a pure-play franchisor by year end; our belief that we will be able to amplify the transition of our brand message toward pain management even further by shifting a portion of our advertising spend to national media; our plan to augment our digital efforts with improved search engine optimization and AI-search, including more impactful microsite content to drive website rankings; our belief that to increase value, we are investing in high-return initiatives and returning capital to our stockholders; our belief that the recent addition of an extra $12 million to our stock repurchase program demonstrates our strong conviction in the progress we’re making toward our goals of reigniting growth and increasing profitability; and our reiterated 2025 guidance for system-wide sales, comp sales, consolidated Adjusted EBITDA, and new clinic openings. 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 inability to identify and recruit enough qualified chiropractors and other personnel to staff our clinics, due in part to the nationwide labor shortage and an increase in operating expenses due to measures we may need to take to address such shortage; inflation, leading to increased labor costs and interest rates, as well as changes to import tariffs, may lead to reduced discretionary spending, all of which may negatively impact our business; our failure to profitably operate company-owned or managed clinics; our failure to refranchise as planned; short-selling strategies and negative opinions posted on the internet, which could drive down the market price of our common stock and result in class action lawsuits; our failure to remediate future material weaknesses in our internal control over financial reporting, which could negatively impact our ability to accurately report our financial results, prevent fraud, or maintain investor confidence; and other factors described in our filings with the SEC, including in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 14, 2025 and subsequent filings with the SEC. 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.
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About The Joint Corp. (NASDAQ: JYNT)
The Joint Corp. (NASDAQ: JYNT) 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. Headquartered in Scottsdale and with over 950 locations nationwide and more than 14 million patient visits annually, The Joint Chiropractic is a key leader in the chiropractic industry. The brand is consistently named to Franchise Times’ annual “Top 400” and “Fast & Serious” list of 40 smartest growing brands. Entrepreneur named The Joint “No. 1 in Chiropractic Services,” and it is regularly ranked on the publication’s “Franchise 500,” the “Fastest-Growing Franchises,” and the “Best of the Best” lists, as well as its “Top Franchise for Veterans” and “Top Brands for Multi-Unit Owners” lists. SUCCESS named the company as one of the “Top 50 Franchises” in 2024. The Joint Chiropractic is an innovative force, where healthcare meets retail. For more information, visit www.joint.com. To learn about franchise opportunities, visit www.thejointfranchise.com.
Business Structure
The Joint Corp. is a franchisor of clinics and an operator of clinics in certain states. In Arkansas, California, Colorado, Connecticut, Delaware, District of Columbia, Florida, Illinois, Kansas, Kentucky, Maryland, Michigan, Minnesota, New Jersey, New York, North Carolina, Oregon, Pennsylvania, Tennessee, Washington, and West Virginia, The Joint Corp. and its franchisees provide management services to affiliated professional chiropractic practices.
Media Contact:
Margie Wojciechowski, The Joint Corp., margie.wojciechowski@thejoint.com
Investor Contact:
Richard Land, Alliance Advisors IR, thejointinvestor@allianceadvisors.com 212-838-3777
– Financial Tables Follow –
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THE JOINT CORP.
CONSOLIDATED BALANCE SHEETS
| September 30, 2025 | December 31, 2024 | ||||||||||
| ASSETS | (unaudited) | ||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 29,699,953 | $ | 25,051,355 | |||||||
| Restricted cash | 1,013,182 | 945,081 | |||||||||
| Accounts receivable, net | 2,901,028 | 2,586,381 | |||||||||
| Deferred franchise and regional development costs, current portion | 1,111,248 | 1,055,582 | |||||||||
| Prepaid expenses and other current assets | 2,057,868 | 1,787,994 | |||||||||
Discontinued operations current assets ($1.1 million and $1.1 million attributable to VIEs, respectively) | 23,719,082 | 43,151,055 | |||||||||
| Total current assets | 60,502,361 | 74,577,448 | |||||||||
| Property and equipment, net | 3,035,659 | 3,206,754 | |||||||||
| Operating lease right-of-use asset | 1,630,228 | 555,536 | |||||||||
| Deferred franchise and regional development costs, net of current portion | 3,878,857 | 4,513,891 | |||||||||
| Deposits and other assets | 338,376 | 300,779 | |||||||||
| Total assets | $ | 69,385,481 | $ | 83,154,408 | |||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 1,204,976 | $ | 1,750,938 | |||||||
| Accrued expenses | 761,203 | 1,505,827 | |||||||||
| Co-op funds liability | 1,013,182 | 945,082 | |||||||||
| Payroll liabilities | 3,423,061 | 3,551,173 | |||||||||
| Operating lease liability, current portion | 191,641 | 483,337 | |||||||||
| Deferred franchise fee revenue, current portion | 2,520,824 | 2,546,926 | |||||||||
| Upfront regional developer fees, current portion | 277,394 | 288,095 | |||||||||
| Other current liabilities | 777,589 | 603,250 | |||||||||
Discontinued operations current liabilities ($5.9 million and $7.1 million attributable to VIEs, respectively) | 22,878,807 | 37,367,459 | |||||||||
| Total current liabilities | 33,048,677 | 49,042,087 | |||||||||
| Operating lease liability, net of current portion | 1,899,557 | 311,689 | |||||||||
| Deferred franchise fee revenue, net of current portion | 11,290,223 | 12,450,179 | |||||||||
| Upfront regional developer fees, net of current portion | 425,475 | 672,334 | |||||||||
| Total liabilities | 46,663,932 | 62,476,289 | |||||||||
| Commitments and contingencies | |||||||||||
| Stockholders' equity: | |||||||||||
| Series A preferred stock, $0.001 par value; 50,000 shares authorized, zero issued and outstanding, respectively | — | — | |||||||||
Common stock, $0.001 par value; 20,000,000 shares authorized, 15,433,861 shares issued and 15,172,257 shares outstanding and 15,192,893 shares issued and 15,159,878 outstanding, respectively | 15,433 | 15,192 | |||||||||
| Additional paid-in capital | 51,634,910 | 49,210,455 | |||||||||
Treasury stock 261,604 shares and 33,015 shares, at cost, respectively | (3,167,492) | (870,058) | |||||||||
| Accumulated deficit | (25,786,302) | (27,702,470) | |||||||||
| Total The Joint Corp. stockholders' equity | 22,696,549 | 20,653,119 | |||||||||
| Non-controlling Interest | 25,000 | 25,000 | |||||||||
| Total equity | 22,721,549 | 20,678,119 | |||||||||
| Total liabilities and stockholders' equity | $ | 69,385,481 | $ | 83,154,408 | |||||||
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THE JOINT CORP.
CONSOLIDATED INCOME STATEMENTS
(unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||
| Royalty fees | $ | 8,106,915 | $ | 7,870,033 | $ | 24,311,022 | $ | 23,303,907 | ||||||||||||||||||
| Franchise fees | 964,796 | 697,688 | 2,561,415 | 2,072,665 | ||||||||||||||||||||||
| Advertising fund revenue | 2,344,833 | 2,247,663 | 6,985,030 | 6,654,974 | ||||||||||||||||||||||
| Software fees | 1,545,331 | 1,431,321 | 4,488,959 | 4,233,133 | ||||||||||||||||||||||
| Other revenues | 418,810 | 407,691 | 1,382,119 | 1,184,469 | ||||||||||||||||||||||
| Total revenues | 13,380,685 | 12,654,396 | 39,728,545 | 37,449,148 | ||||||||||||||||||||||
| Cost of revenues: | ||||||||||||||||||||||||||
| Franchise and regional development cost of revenues | 2,232,419 | 2,450,400 | 7,134,267 | 7,250,351 | ||||||||||||||||||||||
| IT cost of revenues | 428,815 | 364,563 | 1,271,700 | 1,081,513 | ||||||||||||||||||||||
| Total cost of revenues | 2,661,234 | 2,814,963 | 8,405,967 | 8,331,864 | ||||||||||||||||||||||
| Selling and marketing expenses | 2,816,081 | 2,504,168 | 9,805,075 | 8,182,142 | ||||||||||||||||||||||
| Depreciation and amortization | 446,736 | 345,835 | 1,210,961 | 1,017,923 | ||||||||||||||||||||||
| General and administrative expenses | 7,295,719 | 7,478,669 | 21,955,915 | 22,611,442 | ||||||||||||||||||||||
Total selling, general and administrative expenses | 10,558,536 | 10,328,672 | 32,971,951 | 31,811,507 | ||||||||||||||||||||||
| Net loss on disposition or impairment | — | 3,581 | 6,413 | 4,518 | ||||||||||||||||||||||
| Income (loss) from operations | 160,915 | (492,820) | (1,655,786) | (2,698,741) | ||||||||||||||||||||||
| Other income, net | 139,801 | 83,828 | 485,640 | 200,558 | ||||||||||||||||||||||
| Income (loss) before income tax expense | 300,716 | (408,992) | (1,170,146) | (2,498,183) | ||||||||||||||||||||||
| Income tax expense | 10,346 | 5,391 | 35,140 | 25,142 | ||||||||||||||||||||||
| Net income (loss) from continuing operations | 290,370 | (414,383) | (1,205,286) | (2,523,325) | ||||||||||||||||||||||
| Discontinued operations: | ||||||||||||||||||||||||||
| Income (loss) from discontinued operations before income tax expense | 664,269 | (2,693,562) | 3,424,697 | (2,896,541) | ||||||||||||||||||||||
| Income tax expense from discontinued operations | 99,630 | 57,194 | 303,243 | 394,692 | ||||||||||||||||||||||
| Net income (loss) from discontinued operations | 564,639 | (2,750,756) | 3,121,454 | (3,291,233) | ||||||||||||||||||||||
| Net income (loss) | $ | 855,009 | $ | (3,165,139) | $ | 1,916,168 | $ | (5,814,558) | ||||||||||||||||||
| Net income (loss) from continuing operations per common share: | ||||||||||||||||||||||||||
| Basic | $ | 0.02 | $ | (0.03) | $ | (0.08) | $ | (0.17) | ||||||||||||||||||
| Diluted | $ | 0.02 | $ | (0.03) | $ | (0.08) | $ | (0.17) | ||||||||||||||||||
| Net income (loss) from discontinued operations per common share: | ||||||||||||||||||||||||||
| Basic | $ | 0.04 | $ | (0.18) | $ | 0.20 | $ | (0.22) | ||||||||||||||||||
| Diluted | $ | 0.04 | $ | (0.18) | $ | 0.20 | $ | (0.22) | ||||||||||||||||||
| Net income (loss) per common share: | ||||||||||||||||||||||||||
| Basic | $ | 0.06 | $ | (0.21) | $ | 0.12 | $ | (0.39) | ||||||||||||||||||
| Diluted | $ | 0.06 | $ | (0.21) | $ | 0.12 | $ | (0.39) | ||||||||||||||||||
| Basic weighted average shares | 15,344,844 | 14,959,132 | 15,281,775 | 14,903,726 | ||||||||||||||||||||||
| Diluted weighted average shares | 15,398,594 | 15,192,379 | 15,348,944 | 15,138,148 | ||||||||||||||||||||||
7
THE JOINT CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
| Nine Months Ended September 30, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Cash flows from operating activities: | ||||||||||||||
| Net income (loss) | $ | 1,916,168 | $ | (5,814,558) | ||||||||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||||||||||
| Depreciation and amortization | 1,270,776 | 4,166,952 | ||||||||||||
| Net loss on disposition or impairment (non-cash portion) | 3,752,862 | 5,602,641 | ||||||||||||
| Net franchise fees recognized upon termination of franchise agreements | (257,797) | (99,966) | ||||||||||||
| Deferred income taxes | — | 67,990 | ||||||||||||
| Stock-based compensation expense | 971,138 | 1,475,710 | ||||||||||||
| Changes in operating assets and liabilities, net of acquisitions: | ||||||||||||||
| Accounts receivable | 1,464,026 | 240,981 | ||||||||||||
| Prepaid expenses and other current assets | (424,897) | (53,888) | ||||||||||||
| Deferred franchise costs | 382,986 | 456,894 | ||||||||||||
| Deposits and other assets | (19,280) | 15,710 | ||||||||||||
| Assets and liabilities held for sale, net | — | (2,147,354) | ||||||||||||
| Accounts payable | (649,903) | 276,296 | ||||||||||||
| Accrued expenses | (3,475,804) | 1,255,713 | ||||||||||||
| Payroll liabilities | (925,440) | 2,621,327 | ||||||||||||
| Operating leases | (3,843,956) | — | ||||||||||||
| Deferred revenue | (1,643,696) | (1,504,305) | ||||||||||||
| Upfront regional developer fees | (215,524) | (346,357) | ||||||||||||
| Other liabilities | 489,649 | (928,850) | ||||||||||||
| Net cash (used in) provided by operating activities | (1,058,973) | 5,284,936 | ||||||||||||
| Cash flows from investing activities: | ||||||||||||||
| Proceeds from sale of clinics | 7,778,287 | 374,100 | ||||||||||||
| Purchase of property and equipment | (1,154,385) | (901,394) | ||||||||||||
| Net cash provided by (used in) investing activities | 6,623,902 | (527,294) | ||||||||||||
| Cash flows from financing activities: | ||||||||||||||
| Payments of finance lease obligation | (4,354) | (19,013) | ||||||||||||
| Purchases of treasury stock under employee stock plans | (8,440) | (9,583) | ||||||||||||
| Purchases of common stock under share repurchase programs | (2,288,994) | — | ||||||||||||
| Proceeds from exercise of stock options | 1,453,558 | 52,098 | ||||||||||||
| Repayment of debt under the Credit Agreement | — | (2,000,000) | ||||||||||||
| Net cash used in financing activities | (848,230) | (1,976,498) | ||||||||||||
| Increase in cash, cash equivalents and restricted cash | 4,716,699 | 2,781,144 | ||||||||||||
| Cash, cash equivalents and restricted cash, beginning of period | 25,996,436 | 19,214,292 | ||||||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | 30,713,135 | $ | 21,995,436 | ||||||||||
8
| Reconciliation of cash, cash equivalents and restricted cash: | September 30, 2025 | September 30, 2024 | ||||||||||||
| Cash and cash equivalents | $ | 29,699,953 | $ | 20,737,769 | ||||||||||
| Restricted cash | 1,013,182 | 1,257,667 | ||||||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | 30,713,135 | $ | 21,995,436 | ||||||||||
9
THE JOINT CORP.
CONSOLIDATED RECONCILIATION FROM GAAP TO NON-GAAP
(unaudited)
| Three Months Ended September 30, | |||||||||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||||||||
| from Continuing Operations | from Discontinued Operations | Net Operations | from Continuing Operations | from Discontinued Operations | Net Operations | ||||||||||||||||||||||||||||||
| Non-GAAP Financial Data: | |||||||||||||||||||||||||||||||||||
| Net income (loss) | $ | 290,370 | $ | 564,639 | $ | 855,009 | $ | (414,383) | $ | (2,750,756) | $ | (3,165,139) | |||||||||||||||||||||||
| Net interest (income) expense | (253,277) | — | (253,277) | (83,828) | 496 | (83,332) | |||||||||||||||||||||||||||||
| Depreciation and amortization expense | 446,736 | 16,310 | 463,046 | 345,835 | 893,398 | 1,239,233 | |||||||||||||||||||||||||||||
| Income tax expense | 10,346 | 99,630 | 109,976 | 5,391 | 57,194 | 62,585 | |||||||||||||||||||||||||||||
| EBITDA | 494,175 | 680,579 | 1,174,754 | (146,985) | (1,799,668) | (1,946,653) | |||||||||||||||||||||||||||||
| Stock compensation expense | 346,209 | — | 346,209 | 430,250 | — | 430,250 | |||||||||||||||||||||||||||||
| Acquisition-related expenses | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| Net loss on disposition or impairment | — | 860,598 | 860,598 | 3,581 | 3,801,637 | 3,805,218 | |||||||||||||||||||||||||||||
| Costs related to restatement filings | 113,477 | — | 113,477 | — | — | — | |||||||||||||||||||||||||||||
| Restructuring costs | 355,042 | 102,024 | 457,066 | (25,000) | 178,182 | 153,182 | |||||||||||||||||||||||||||||
| Litigation expenses | 100,000 | 250,000 | 350,000 | — | (9,000) | (9,000) | |||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 1,408,903 | $ | 1,893,201 | $ | 3,302,104 | $ | 261,846 | $ | 2,171,151 | $ | 2,432,997 | |||||||||||||||||||||||
| Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||||||||
| from Continuing Operations | from Discontinued Operations | Net Operations | from Continuing Operations | from Discontinued Operations | Net Operations | ||||||||||||||||||||||||||||||
| Non-GAAP Financial Data: | |||||||||||||||||||||||||||||||||||
| Net (loss) income | $ | (1,205,286) | $ | 3,121,454 | $ | 1,916,168 | $ | (2,523,325) | $ | (3,291,233) | $ | (5,814,558) | |||||||||||||||||||||||
| Net interest (income) expense | (599,116) | 239 | (598,877) | (200,558) | 1,685 | (198,873) | |||||||||||||||||||||||||||||
| Depreciation and amortization expense | 1,210,961 | 59,815 | 1,270,776 | 1,017,923 | 3,149,029 | 4,166,952 | |||||||||||||||||||||||||||||
| Income tax expense | 35,140 | 303,243 | 338,383 | 25,142 | 394,692 | 419,834 | |||||||||||||||||||||||||||||
| EBITDA | (558,301) | 3,484,751 | 2,926,450 | (1,680,818) | 254,173 | (1,426,645) | |||||||||||||||||||||||||||||
| Stock compensation expense | 971,138 | — | 971,138 | 1,475,710 | — | 1,475,710 | |||||||||||||||||||||||||||||
| Acquisition-related expenses | — | — | — | 478,710 | — | 478,710 | |||||||||||||||||||||||||||||
| Net loss on disposition or impairment | 6,413 | 3,746,449 | 3,752,862 | 4,518 | 5,598,123 | 5,602,641 | |||||||||||||||||||||||||||||
| Costs related to restatement filings | 113,477 | — | 113,477 | — | — | — | |||||||||||||||||||||||||||||
| Restructuring costs | 910,619 | 371,739 | 1,282,358 | 28,000 | 426,457 | 454,457 | |||||||||||||||||||||||||||||
| Litigation expenses | 100,000 | 250,000 | 350,000 | — | 1,481,000 | 1,481,000 | |||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 1,543,346 | $ | 7,852,939 | $ | 9,396,285 | $ | 306,120 | $ | 7,759,753 | $ | 8,065,873 | |||||||||||||||||||||||
10
NASDAQ: JYNT | © 2025 The Joint Corp. All Rights Reserved. Q3 2025 Financial Results As of September 30, 2025, reported on November 6, 2025 1
NASDAQ: JYNT | © 2025 The Joint Corp. All Rights Reserved. Safe Harbor Statements Certain statements contained in this presentation are "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. 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. Specific forward-looking statements made in this press release include, among others, our plan to reignite growth and increase profitability; our belief that our asset-light franchise model, growth opportunity, and long-term valuation are not fully recognized in our current share price; and our belief that the extension of the stock repurchase program underscores our commitment to disciplined capital allocation that delivers value for our stockholders. 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 inability to identify and recruit enough qualified chiropractors and other personnel to staff our clinics, due in part to the nationwide labor shortage and an increase in operating expenses due to measures we may need to take to address such shortage; inflation, which has increased our costs and which could otherwise negatively impact our business; our failure to profitably operate company-owned or managed clinics; our failure to refranchise as planned; short-selling strategies and negative opinions posted on the internet, which could drive down the market price of our common stock and result in class action lawsuits; our failure to remediate future material weaknesses in our internal control over financial reporting, which could negatively impact our ability to accurately report our financial results, prevent fraud, or maintain investor confidence; and other factors described in our filings with the SEC, including in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 14, 2025 and subsequently filed current and quarterly reports. 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. Accounting Adjustments Related to the Consolidation of the Operations of the PCs In those states which require a licensed Doctor of Chiropractic to own the entity that offers chiropractic services, the Company enters into a management agreement with a professional corporation (PC) licensed in that state to provide chiropractic services. To increase transparency into operating results and to align with accounting rules, the Company will now consolidate the full operations of the PC. This will result in increases to our revenue and G&A expenses by an identical amount and would have no impact on our bottom line except in instances when the PC has sold treatment packages and wellness plans. Revenue from these packages and plans will now be deferred and will be recognized when patients use their visits. The Company has previously consolidated its clinic operations in Non-PC states such as Arizona and New Mexico, and the deferred revenue around packages and plans in those states was already reflected in its financial statements. Therefore, these adjustments are isolated to the managed clinics in PC states. These adjustments will have no impact on cash flow. Business Structure The Joint Corp. is a franchisor of clinics and an operator of clinics in certain states. In Arkansas, California, Colorado, Connecticut, Delaware, District of Columbia, Florida, Illinois, Kansas, Kentucky, Maryland, Massachusetts, 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. 2
NASDAQ: JYNT | © 2025 The Joint Corp. All Rights Reserved. Sanjiv Razdan CEO, President and Director 3
NASDAQ: JYNT | © 2025 The Joint Corp. All Rights Reserved. OUR MISSION 4 is to improve quality of life through routine and affordable chiropractic care. OUR VISION is to build America’s most accessible health and wellness company.
NASDAQ: JYNT | © 2025 The Joint Corp. All Rights Reserved. Focused on Becoming a Pure Play Franchisor • Potential buyers identified for remaining corporate clinics • Actively engaged in negotiations for the balance of the corporate portfolio 5
NASDAQ: JYNT | © 2025 The Joint Corp. All Rights Reserved. Drive New Patient Acquisition 6 • Shift to Pain: Focusing the top of the funnel messaging on pain relief, while continuing to support patients’ wellness journey • Increase National Marketing: Reallocating portion of local spend to national media • Solve for Shift in Search Behaviors: Strengthening digital, SEO/AI-search & microsite content
NASDAQ: JYNT | © 2025 The Joint Corp. All Rights Reserved. Debbie Gonzalez Chief Marketing Officer 7
NASDAQ: JYNT | © 2025 The Joint Corp. All Rights Reserved. Growing System-wide Sales 8 • Launched 3 pricing pilots to inform enterprise-wide price increase in Q1 2026 • Kickstart plans started in July 2025 • ~25% of new patients buying packages
NASDAQ: JYNT | © 2025 The Joint Corp. All Rights Reserved. Elevating the Patient Experience 9 • Launched mobile app in July • Adoption by 18% of new patients • ~178k downloads • New release in August • Visit balance, plan type, cycle date, at-a-glance history, treatment plan and progress report look up • Records download • Patient experience survey
NASDAQ: JYNT | © 2025 The Joint Corp. All Rights Reserved. Scott Bowman Chief Financial Officer 10
NASDAQ: JYNT | © 2025 The Joint Corp. All Rights Reserved. 11 36% Q3 2025 consolidated Adj. EBITDA increase over Q3 2024 (1.5)% Q3 2025 system-wide sales1 (2.0)% Q3 2025 comp sales2 1 System-wide sales include revenues at all clinics, whether operated or managed by the company or by franchisees. While franchised sales are not recorded as revenues by the company, management believes the information is important in understanding the company’s financial performance, because these revenues are the basis on which the company calculates and records royalty fees and are indicative of the financial health of the franchisee base. | 2 Comp sales include only the sales from clinics that have been open at least 13 full months and exclude any clinics that have permanently closed. Operating Metrics
NASDAQ: JYNT | © 2025 The Joint Corp. All Rights Reserved. 12 26 82 175 242 265 309 352 394 453 515 610 712 800 842 884 4 47 61 47 48 60 64 96 126 135 125 78 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Q3 2025 TOTAL CLINICS OPEN Franchised Company-owned or managed 52% of clinics under Regional Developer management 92% of Portfolio Franchised 370 399 442 513 312 246 579 706 838 935 967 12 962
NASDAQ: JYNT | © 2025 The Joint Corp. All Rights Reserved. 1 Due to rounding, numbers may not add up precisely to the totals. | 2 The results of the corporate clinic segment are reported in from discontinued operations and the franchised clinics in continued operations | 3 Reconciliation of Adjusted EBITDA to GAAP earnings is included in the Appendix. Q3 2025 as of September 30, 2025 $ in M 1 3 mo.s 9/30/25 3 mo.s 9/30/24 Differences Revenue $13.4 $12.7 $0.7 6% Cost of revenues 2.7 2.8 (0.1) (6)% Sales and marketing 2.8 2.5 0.3 13% Depreciation and amortization 0.4 0.3 0.1 29% G&A 7.3 7.5 (0.2) (2)% Operating income (loss) 0.2 (0.5) 0.7 NA Net income (loss) from continuing operations 2 0.3 (0.4) 0.7 NA Net income / (loss) from discontinued operations 2 0.6 (2.8) 3.8 NA Consolidated net income / (loss) 0.9 (3.2) 4.1 NA Adjusted EBITDA from continuing operations 3 1.4 0.3 1.1 438% Adjusted EBITDA from discontinued operations 3 1.9 2.1 (0.2) (13)% Consolidated Adjusted EBITDA 3 3.3 2.4 0.9 36% 13
NASDAQ: JYNT | © 2025 The Joint Corp. All Rights Reserved. 1 Due to rounding, numbers may not add up precisely to the totals. | 2 The results of the corporate clinic segment are reported in from discontinued operations and the franchised clinics in continued operations | 3 Reconciliation of Adjusted EBITDA to GAAP earnings is included in the Appendix. YTD as of September 30, 2025 14 $ in M 1 9 mo.s 9/30/25 9 mo.s 9/30/24 Differences Revenue $39.7 $37.4 $2.3 6% Cost of revenues 8.4 8.3 0.1 1% Sales and marketing 9.8 8.2 1.6 20% Depreciation and amortization 1.2 1.0 0.2 19% G&A 21.9 22.6 (0.7) (3)% Operating income (loss) (1.7) (2.7) 1.0 NA Net income (loss) from continuing operations 2 (1.2) (2.5) 1.3 NA Net income / (loss) from discontinued operations 2 3.1 (3.3) 6.4 NA Consolidated net income / (loss) 1.9 (5.8) 7.7 NA Adjusted EBITDA from continuing operations 3 1.5 0.3 1.2 404% Adjusted EBITDA from discontinued operations 3 7.9 7.8 0.1 1% Consolidated Adjusted EBITDA 3 9.4 8.1 1.3 16%
NASDAQ: JYNT | © 2025 The Joint Corp. All Rights Reserved. Stock repurchase plan: • Purchased 540k shares for $5M August through November • Authorized for up to another $12M of outstanding common stock 1 JPMorgan Chase LOC provides immediate access to $20M through August 2027. Strengthening Balance Sheet $ in Ms 9/30/25 12/31/24 Unrestricted cash $29.7 $25.1 Restricted cash $1.0 $0.9 Available JP Morgan Chase LOC1 $20.0 $20.0 Debt $0.0 $0.0 15
NASDAQ: JYNT | © 2025 The Joint Corp. All Rights Reserved. Revising 2025 Sales Guidance 16 2024 2025 Prior Guidance 2025 Current Guidance $ in M Actual Low High Low High System-wide sales 1 $530.3 $530 $550 $530 $534 Comp sales 2 4% Low-single digits (1)% 0% Consolidated Adjusted EBTIDA $11.4 $10.8 $11.8 $10.8 $11.8 New franchised clinic openings 57 30 35 30 35 1 System-wide sales include revenues at all clinics, whether operated or managed by the company or by franchisees. While franchised sales are not recorded as revenues by the company, management believes the information is important in understanding the company’s financial performance, because these revenues are the basis on which the company calculates and records royalty fees and are indicative of the financial health of the franchisee base. | 2 Comp sales include only the sales from clinics that have been open at least 13 full months and exclude any clinics that have permanently closed.
NASDAQ: JYNT | © 2025 The Joint Corp. All Rights Reserved. Sanjiv Razdan CEO, President and Director 17
NASDAQ: JYNT | © 2025 The Joint Corp. All Rights Reserved. Net New Clinic Openings Adjusted EBITDA 18 Committed to Driving Success Comp Sales System-wide Sales
NASDAQ: JYNT | © 2025 The Joint Corp. All Rights Reserved. Performance Metrics and Non-GAAP Measures 19 This presentation includes commonly discussed performance metrics. System-wide sales include revenues at all clinics, whether operated by the company or by franchisees. While franchised sales are not recorded as revenues by the company, management believes the information is important in understanding the company’s financial performance, because these sales are the basis on which the company calculates and records royalty fees and are indicative of the financial health of the franchisee base. Comp sales include the revenues from both company-owned or managed clinics and franchised clinics that in each case have been open at least 13 full months and exclude any clinics that have closed. This presentation includes non-GAAP financial measures. EBITDA and Adjusted EBITDA are presented because they are important measures used by management to assess financial performance, as management believes they provide a more transparent view of the company’s underlying operating performance and operating trends. Reconciliation of historical net income/(loss) to EBITDA and Adjusted EBITDA is presented in the table below. The company defines EBITDA as net income/(loss) before net interest, tax expense, depreciation, and amortization expenses. The company defines Adjusted EBITDA as EBITDA before acquisition-related expenses (which includes contract termination costs associated with reacquired regional developer rights), net (gain)/loss on disposition or impairment, stock-based compensation expenses, costs related to restatement filings, restructuring costs, and litigation expenses (consisting of legal and related fees for specific proceedings that arise outside of the ordinary course of our business). EBITDA and Adjusted EBITDA do not represent and should not be considered alternatives to net income or cash flows from operations, as determined by accounting principles generally accepted in the United States, or GAAP. While EBITDA and Adjusted EBITDA are used as measures of financial performance and the ability to meet debt service requirements, they are not necessarily comparable to other similarly titled captions of other companies due to potential inconsistencies in the methods of calculation. EBITDA and Adjusted EBITDA should be reviewed in conjunction with the company’s financial statements filed with the SEC. Please refer to the reconciliations of non-GAAP financial measures to their GAAP equivalents located in this presentation. This presentation includes forward- looking guidance for certain non-GAAP financial measures, including Adjusted EBITDA. These measures will differ from net income (loss), determined in accordance with GAAP, in ways similar to those described in the reconciliations at the end of this release. We are not able to provide, without unreasonable effort, guidance for net income (loss), determined in accordance with GAAP, or a reconciliation of guidance for Adjusted EBITDA to the most directly comparable GAAP measure because the Company is not able to predict with reasonable certainty the amount or nature of all items that will be included in net income (loss).
NASDAQ: JYNT | © 2025 The Joint Corp. All Rights Reserved. GAAP – Non-GAAP Reconciliation Quarterly Continuing Operations 20
NASDAQ: JYNT | © 2025 The Joint Corp. All Rights Reserved. GAAP – Non-GAAP Reconciliation Quarterly Discontinued Operations 21
NASDAQ: JYNT | © 2025 The Joint Corp. All Rights Reserved. GAAP – Non-GAAP Reconciliation Quarterly Consolidated Operations 22
scott.bowman@thejoint.com Scott Bowman, CFO scott.bowman@thejoint.com The Joint Corp. | 16767 N. Perimeter Dr., Suite 110, Scottsdale, AZ 85260 | (480) 245-5960 https://www.facebook.com/thejointchiro https://twitter.com/thejointchiro https://www.youtube.com/thejointcorp https://www.facebook.com/thejointchiro @thejointchiro https://twitter.com/thejointchiro @thejointchiro https://www.youtube.com/thejointcorp @thejointcorp sanjiv.razdan@thejoint.com Sanjiv Razdan, President & CEO sanjiv.razdan@thejoint.com The Joint Corp. | 16767 N. Perimeter Dr., Suite 110, Scottsdale, AZ 85260 | (480) 245-5960 thejointinvestors@allianceadvisors.com Richard Land, LHA Investor Relations thejointinvestors@allianceadvisors.com Alliance Advisors Investor Relations | 800 Third Ave, 17th Floor | New York, NY 10022| (212) 838-3777 NASDAQ: JYNT | © 2025 The Joint Corp. All Rights Reserved. 23
Exhibit 99.3
The Joint Corp. Board of Directors Authorizes
an Additional $12 Million for Stock Repurchase Program
SCOTTSDALE, Ariz., November 5, 2025 – The Joint Corp. (NASDAQ: JYNT), the nation's largest provider of chiropractic care through The Joint Chiropractic® network, announced that its board of directors has authorized an additional $12 million for its stock repurchase program.
“We are executing on our plan to reignite growth and increase profitability and continue to believe that our asset-light franchise model, growth opportunity, and long-term valuation are not fully recognized in our current share price,” said Chief Executive Officer, President and Director of The Joint Corp., Sanjiv Razdan. “Therefore, following the completion of the first $5 million tranche of the stock repurchase program, which resulted in the buyback of 540,000 shares between August and October, we have extended the authorization by an additional $12 million. This underscores our commitment to disciplined capital allocation that delivers value for our shareholders.”
Repurchases may be made from time to time in open market transactions, privately negotiated transactions, or by other means, in accordance with applicable securities laws and are subject to market conditions and other factors. The timing, frequency and amount of any repurchases will be determined by the company’s finance committee of the board of directors at their discretion. The stock repurchase program does not obligate the company to acquire any particular amount of common stock.
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. 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. Specific forward-looking statements made in this press release include, among others, our expectation that in mid-November, the buyers will assume business operations via management service agreements until the lease reassignments are completed to permit ownership transfer; our belief that attracting sophisticated franchisee groups and proven operators to join and expand their ownership with The Joint family validates our business model and our strategic initiatives to strengthen our core, reignite growth and improve both clinic and company level profitability; and our belief that we have essentially achieved our goal of becoming the best and largest pure play chiropractic care franchise system. 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 inability to identify and recruit enough qualified chiropractors and other personnel to staff our clinics, due in part to the nationwide labor shortage and an increase in operating expenses due to measures we may need to take to address such shortage; inflation, which has increased our costs and which could otherwise negatively impact our business; our failure to profitably operate company-owned or managed clinics; our failure to refranchise as planned; short-selling strategies and negative opinions posted on the internet, which could drive down the market price of our common stock and result in class
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action lawsuits; our failure to remediate future material weaknesses in our internal control over financial reporting, which could negatively impact our ability to accurately report our financial results, prevent fraud, or maintain investor confidence; and other factors described in our filings with the SEC, including in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 14, 2025 and subsequently filed current and quarterly reports. 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. (NASDAQ: JYNT) 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. Headquartered in Scottsdale and with over 950 locations nationwide and more than 14 million patient visits annually, The Joint Chiropractic is a key leader in the chiropractic industry. The brand is consistently named to Franchise Times’ annual “Top 400” and “Fast & Serious” list of 40 smartest growing brands. Entrepreneur named The Joint “No. 1 in Chiropractic Services,” and it is regularly ranked on the publication’s “Franchise 500,” the “Fastest-Growing Franchises,” and the “Best of the Best” lists, as well as its “Top Franchise for Veterans” and “Top Brands for Multi-Unit Owners” lists. SUCCESS named the company as one of the “Top 50 Franchises” in 2024. The Joint Chiropractic is an innovative force, where healthcare meets retail. For more information, visit www.thejoint.com. To learn about franchise opportunities, visit www.thejointfranchise.com.
The Joint Business Structure
The Joint Corp. is a franchisor of clinics and an operator of clinics in certain states. In Arkansas, California, Connecticut, Delaware, 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., margie.wojciechowski@thejoint.com
Investor Contact: Richard Land, Alliance Advisors IR, thejointinvestor@allianceadvisors.com 212-838-3777
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