Core Insights - Apollo has committed €3.2 billion of equity to a joint venture with RWE, focusing on renewable energy and infrastructure in Germany [1][2] - The joint venture will support RWE's 25.1% stake in Amprion, a Transmission System Operator, enhancing Germany's energy infrastructure [2][3] - Apollo aims to accelerate investment activity in Europe, particularly in Germany, France, Italy, and the UK, with a target of deploying over $100 billion in Germany over the next decade [3] Company Overview - Apollo is a global alternative asset manager with approximately $840 billion in assets under management as of June 30, 2025 [5] - The company specializes in providing innovative capital solutions across various sectors, including investment grade credit and private equity [5] - Apollo's investment strategy focuses on delivering tailored capital solutions to leading global companies and essential infrastructure [3]

Core Insights - Gordon Brothers has established a $1.5 billion joint venture with Davidson Kempner Capital Management and secured a supporting lender finance facility with Wells Fargo [1][2]. Company Overview - Gordon Brothers aims to enhance its capital base to provide customized financing solutions for middle-market and large corporate clients in sectors such as construction, manufacturing, and transportation [2]. - The firm has launched a mid-ticket Commercial Equipment Finance offering, which complements its existing Structured Equipment Finance business, targeting companies facing operational or market challenges [4]. Partnership Details - The collaboration with Davidson Kempner and Wells Fargo is designed to deliver flexible and reliable equipment financing solutions, reinforcing Gordon Brothers' position as a comprehensive asset-based solution provider [3][5]. - Wells Fargo's Lender Finance team has a history of assisting entrepreneurs in launching specialty finance platforms, indicating a strategic alignment with Gordon Brothers' objectives [5]. Financial Background - Davidson Kempner Capital Management has over $35 billion in assets under management and extensive experience in serving various institutional clients [7]. - Wells Fargo, with approximately $2.0 trillion in assets, offers a diversified range of financial services, ranking No. 33 on Fortune's 2025 list of America's largest corporations [8].

Core Viewpoint - Ivanhoe Electric and Maaden have expanded their joint venture exploration efforts in Saudi Arabia by adding 1,345 square kilometers of new exploration licenses, enhancing their potential for mineral discoveries in the region [1][3]. Group 1: New Exploration Licenses - The new Musayna'ah Licenses cover 946 square kilometers and show strong Iron Oxide-Copper-Gold (IOCG) characteristics, indicating significant mineralization potential [2][3]. - The Mahd Area Licenses, totaling 399 square kilometers, are located adjacent to Maaden's Mahd Ad Dhahab gold mine, which has a long history of gold production and is known for its shallow gold mineralization [4][5]. Group 2: Exploration Technology and Strategy - The joint venture utilizes Ivanhoe Electric's Typhoon™ geophysical surveying technology, which has already surveyed approximately 510 square kilometers in 2025 and identified drill-ready targets [12][13]. - Plans for 2025 include an additional 4,000 meters of drilling and continuous surveying at the Wadi Bidah and Musayna'ah licenses, aiming to convert data into actionable exploration targets [12][14]. Group 3: Industry Context and Future Outlook - Saudi Arabia is positioned as a highly prospective area for mineral exploration, driven by its Vision 2030 initiative, which aims to make mining a key economic pillar [3][18]. - Maaden's commitment to expanding its mining operations aligns with the country's goal of developing the mining sector, which is expected to grow significantly over the next 18 years [18].

Core Points - NANO Nuclear Energy Inc. has been awarded a Direct to Phase II (D2P2) Small Business Innovation Research (SBIR) contract by AFWERX to explore the feasibility of deploying its KRONOS MMR™ Energy System at Joint Base Anacostia-Bolling in Washington, D.C. [1][3] - The contract, valued at approximately $1.25 million, will assess JBAB's energy demands, grid vulnerabilities, environmental considerations, and regulatory pathways for introducing a nuclear microreactor [3][4] - The KRONOS MMR™ is designed to deliver 15 MWe (45 MWth) of carbon-free power and features advanced safety mechanisms, including "walk-away safety" and "full island-mode microgrid" capability [4][6] Company Overview - NANO Nuclear Energy is focused on developing clean energy solutions and aims to become a diversified, vertically integrated company across five business lines, including microreactor technologies and nuclear fuel fabrication [9][10] - The company is recognized as a leader in bringing microreactors to the defense ecosystem, with the KRONOS MMR™ designed to protect critical missions in demanding environments [7][9] - NANO Nuclear is supported by Stonegardens Advisory LLC, which specializes in guiding advanced technologies into the defense sector [7] Industry Context - AFWERX, the innovation arm of the U.S. Air Force, has executed over 6,200 contracts worth more than $4.7 billion since its inception in 2019, highlighting the growing demand for next-generation nuclear solutions [8] - The KRONOS MMR™ project aligns with the Air Force's priorities to enhance energy resilience and reduce reliance on commercial grids, emphasizing the strategic importance of advanced nuclear technologies in military applications [3][7]

Group 1: Northrop Grumman Corporation (NOC) Contract - Northrop Grumman Corporation secured a contract valued at $99.1 million to support the Department of Defense's Combined Joint All-Domain Command and Control (JADC2) program [1][8] - The contract involves developing the Initial Providence Distributed Battle Management Command and Control System Minimum Viable Products, aimed at providing resilient, interoperable, and secure information dominance solutions [1] - The work related to the contract will be performed across multiple locations in the United States, with project completion expected by March 2028 [2] Group 2: C4ISR Market Growth - Global spending on advanced military systems, particularly Command, Control, Communications, Computers, Intelligence, Surveillance and Reconnaissance (C4ISR) technologies, is rapidly increasing due to countries enhancing their defense capabilities [3] - Mordor Intelligence forecasts a compound annual growth rate of 3.2% for the global C4ISR market during the 2025-2030 period [3] - Northrop Grumman, as a prominent player in military-grade C4ISR technologies, has been delivering advanced networking capabilities for over 60 years [4] Group 3: Competitors and Market Position - Lockheed Martin Corporation provides advanced systems for surveillance, reconnaissance, and battle management, with a long-term earnings growth rate of 10.3% and a projected 4.6% year-over-year sales growth for 2025 [5][6] - RTX Corporation focuses on integrated defense systems and has a long-term earnings growth rate of 9.1%, with a 6.1% year-over-year sales growth forecast for 2025 [6][7] - General Dynamics Corporation offers advanced communication systems and ISR platforms, with a long-term earnings growth rate of 10.7% and a projected 7.2% year-over-year sales growth for 2025 [7][9] Group 4: Stock Performance - NOC shares have gained 23.5% in the past three months, outperforming the industry growth of 7.2% [10]

Core Points - Corewell Health and Quest Diagnostics have entered into a joint venture to enhance laboratory services in Michigan [1][4] - The joint venture, named Diagnostic Lab of Michigan, LLC, will establish a 100,000-square-foot laboratory facility featuring advanced technologies [2] - Quest will manage Corewell Health's 21 hospital labs and provide a range of laboratory management services [3][5] - The equity ownership of the joint venture will be 51% for Quest and 49% for Corewell Health [4] - The joint venture is expected to be completed in the first quarter of 2026, with the new laboratory operational by the first quarter of 2027 [5] Company Overview - Corewell Health is a not-for-profit health system with over 65,000 employees, including more than 12,000 physicians and 15,500 nurses [6] - Quest Diagnostics serves a significant portion of the U.S. population, providing diagnostic insights and laboratory testing services [7][8]

Core Insights - Blue Owl Capital has extended its partnership with Chirisa Technology Parks to support developments totaling $20 billion, which includes $4 billion for CoreWeave projects in Lancaster, Pennsylvania [1][3][4] - The Lancaster facility will be part of CoreWeave's network of AI data centers, aimed at building infrastructure for AI applications across critical economic corridors in the U.S. [2][6] - The partnership emphasizes sustainable development, with a focus on creating high-performance digital campuses that contribute to local economic growth and job creation [4][9] Company Developments - CoreWeave is rapidly expanding its infrastructure footprint, with nearly 1.6 GW under development in the U.S., positioning itself as a leading cloud infrastructure provider for AI workloads [12] - The Lancaster campus will utilize advanced technologies for energy efficiency, including proprietary infrastructure that is nearly twice as energy-efficient as traditional data centers [7][8] - The project will also involve a $200 million investment in local power grid improvements to enhance the electric grid's safety and efficiency in the Lancaster region [9] Strategic Partnerships - The collaboration between Blue Owl, Chirisa Technology Parks, and Machine Investment Group is designed to leverage each partner's strengths in funding, development, and operational expertise [4][13] - Machine Investment Group's focus on repurposing underutilized commercial properties aligns with the strategic goals of the partnership, enhancing the potential for successful project execution [4][13]

Core Viewpoint - Zhibao Technology Inc. has announced a joint venture with Beijing Zhongfang Hongchuang Technology Company Limited and Guangzhou Ruiling Intelligent Technology Co. Ltd. to develop an innovative "Insurance + Technology + Service" model aimed at enhancing risk management and mitigation services across China [2][3][4] Group 1: Joint Venture Details - The joint venture will focus on three core scenarios: government emergency management, corporate workplace safety, and residential disaster prevention and reduction [3] - Zhibao will hold 40% of the shares in the joint venture, while Zhongfang and Ruiling will each own 30% [3] Group 2: Strategic Goals and Innovations - The collaboration aims to redefine insurance services through technology, combining Zhibao's AI-driven risk management platform with CDPA's expertise and data [4] - The joint venture will develop integrated product offerings that leverage Zhibao's technology and CDPA's disaster database resources [6] - A comprehensive digital service ecosystem will be co-developed to provide end-to-end workflows for risk management, including monitoring, risk assessment, insurance coverage, and post-disaster recovery [6] Group 3: Market and Industry Impact - The parties plan to jointly host industry summits and disaster prevention technology forums to stimulate the risk management services market [6] - Collaboration with financial institutions is intended to launch dedicated funds for research and development in disaster monitoring and risk reduction services [6] - The joint venture will work with industry associations to establish standards for risk management services and products [6][7]

Core Viewpoint - Rakovina Therapeutics and NanoPalm Ltd. have signed a non-binding Letter of Intent to form a joint venture aimed at co-developing novel small-molecule oncology therapeutics, starting with the drug kt3283, utilizing NanoPalm's advanced pLNP delivery technology [1][6]. Company Overview - Rakovina Therapeutics is a biopharmaceutical company focused on cancer therapies, leveraging AI-powered drug discovery technologies, including the proprietary Deep Docking™ platform [13]. - NanoPalm Ltd. is a Saudi-based biotechnology company specializing in AI-designed pLNP delivery systems for gene and drug therapies, originally developed for gene therapy applications [11][12]. Joint Venture Details - The joint venture will focus on advancing kt3283, a dual-function PARP-HDAC inhibitor, through late preclinical development and early clinical studies, while also evaluating additional AI-derived drug candidates [6][9]. - The collaboration will be based in Saudi Arabia, with a global development and commercialization mandate, marking the first pLNP-oncology-focused biotech initiative in the region [9][16]. Technology and Innovation - Rakovina's AI-enabled drug discovery engine can rapidly screen billions of molecules against cancer targets, while NanoPalm's pLNP technology enhances therapeutic delivery precision and efficacy [2][4]. - kt3283 has shown strong preclinical activity in Ewing sarcoma, breast, and ovarian cancer models, demonstrating enhanced cytotoxicity compared to existing PARP and HDAC inhibitors [3][4]. Strategic Goals - The partnership aims to create a robust pipeline of novel therapeutics, with plans for global licensing and commercialization opportunities as the development pipeline matures [6][9]. - The joint venture will adhere to international regulatory standards, including those of the FDA, SFDA, and EMA, ensuring compliance and facilitating market entry [9][10].

PART I FINANCIAL INFORMATION Presents the unaudited condensed consolidated financial statements and detailed notes for the reporting periods [Item 1. Financial Statements](index=6&type=section&id=Item%201.%20Financial%20Statements) Presents unaudited condensed consolidated financial statements, including balance sheets, income statements, cash flows, and detailed notes [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Presents the company's financial position, including assets, liabilities, and equity, as of specific dates | Metric | June 30, 2025 (unaudited) | December 31, 2024 | | :----------------------------------- | :------------------------ | :------------------ | | **ASSETS** | | | | Cash and cash equivalents | $29,811,667 | $25,051,355 | | Total current assets | $63,752,556 | $74,577,448 | | Total assets | $73,183,401 | $83,154,408 | | **LIABILITIES AND STOCKHOLDERS' EQUITY** | | | | Total current liabilities | $35,510,684 | $49,042,087 | | Total liabilities | $49,921,658 | $62,476,289 | | Total equity | $23,261,743 | $20,678,119 | [Condensed Consolidated Income Statements](index=8&type=section&id=Condensed%20Consolidated%20Income%20Statements) Details the company's revenues, costs, and net income or loss for the specified reporting periods | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total revenues | $13,270,270 | $12,610,036 | $26,347,860 | $24,794,752 | | Total cost of revenues | $2,772,607 | $2,812,389 | $5,744,733 | $5,516,901 | | Loss from operations | $(1,138,167) | $(1,779,325) | $(1,816,701) | $(2,205,921) | | Net loss from continuing operations | $(989,635) | $(1,710,023) | $(1,495,656) | $(2,108,942) | | Net income (loss) from discontinued operations | $1,082,998 | $(1,886,375) | $2,556,815 | $(540,477) | | Net income (loss) | $93,363 | $(3,596,398) | $1,061,159 | $(2,649,419) | | Basic EPS (Net income (loss)) | $0.01 | $(0.24) | $0.07 | $(0.18) | | Diluted EPS (Net income (loss)) | $0.01 | $(0.24) | $0.07 | $(0.18) | [Condensed Consolidated Statements of Changes in Stockholders' Equity](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity) Outlines changes in equity over the period, driven by net income and stock-based activities - Total The Joint Corp. stockholders' equity increased from **$20,653,119** at December 31, 2024, to **$23,236,743** at June 30, 2025. This increase was primarily driven by net income of **$967,796** for the period ending March 31, 2025, and **$93,363** for the period ending June 30, 2025, along with stock-based compensation expense and proceeds from stock option exercises[18](index=18&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Summarizes cash flows from operating, investing, and financing activities for the reporting periods | Cash Flow Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------------- | :----------------------------- | :----------------------------- | | Net cash (used in) provided by operating activities | $(2,832,005) | $1,836,874 | | Net cash provided by (used in) investing activities | $6,941,742 | $(433,350) | | Net cash provided by (used in) financing activities | $893,182 | $(1,970,095) | | Increase (decrease) in cash, cash equivalents and restricted cash | $5,002,919 | $(566,571) | | Cash, cash equivalents and restricted cash, end of period | $30,999,355 | $18,647,721 | - Net cash used in operating activities decreased by **$4.7 million** to **$2.8 million** for the six months ended June 30, 2025, compared to net cash provided by operating activities of **$1.8 million** for the prior year period. This was mainly due to changes in accrued expenses, accounts receivable, prepaid expenses, and payroll liabilities[164](index=164&type=chunk) - Net cash provided by investing activities significantly increased to **$6.9 million** for the six months ended June 30, 2025, primarily driven by **$7.8 million** in proceeds from clinic sales, partially offset by **$0.8 million** in property and equipment purchases[165](index=165&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Provides detailed explanations and disclosures supporting the condensed consolidated financial statements [Note 1: Nature of Operations and Summary of Significant Accounting Policies](index=12&type=section&id=Note%201:%20Nature%20of%20Operations%20and%20Summary%20of%20Significant%20Accounting%20Policies) Describes the company's business, operational structure, and key accounting principles - The Company's unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP and SEC rules, with certain disclosures condensed or omitted. The results of operations for the periods ended June 30, 2025 and 2024, are not necessarily indicative of expected operating results for the full year[23](index=23&type=chunk) - The corporate clinic segment's results are reported as discontinued operations, and related assets and liabilities are classified as such in the balance sheets. Cash flows related to discontinued operations are included in the consolidated statement of cash flows[25](index=25&type=chunk) | Clinic Type | June 30, 2025 | June 30, 2024 | | :----------------------------------- | :------------ | :------------ | | Franchised clinics in operation | 885 | 829 | | Company-owned or managed clinics in operation | 82 | 131 | | Total clinics in operation | 967 | 960 | | Clinic licenses sold but not yet developed | 92 | 113 | | Future clinic licenses subject to executed letters of intent | 60 | 45 | - The Company consolidates Variable Interest Entities (VIEs), primarily professional corporations (PCs) in states prohibiting corporate practice of chiropractic, where it acts as the primary beneficiary by directing activities and absorbing significant losses or benefits[30](index=30&type=chunk) - Restricted cash includes funds contributed by franchisees to the National Marketing Fund and regional Co-Op Marketing Funds, which are classified as restricted cash despite not being legally segregated[34](index=34&type=chunk) - The Company adopted ASU 2023-07 (Segment Reporting) on January 1, 2024, with no material effect. It plans to adopt ASU 2023-09 (Income Taxes) for the year ending December 31, 2025, and is evaluating the impact of ASU 2024-03 (Expense Disaggregation Disclosures) for the annual period ending December 31, 2027[65](index=65&type=chunk)[66](index=66&type=chunk)[67](index=67&type=chunk) [Note 2: Revenue Disclosures](index=21&type=section&id=Note%202:%20Revenue%20Disclosures) Details the company's revenue sources, recognition policies, and contract liabilities - The Company's primary revenue sources are royalties, franchise fees, advertising fund contributions, and software fees from its **885** franchised clinics. Initial franchise fees are recognized ratably over the 10-year franchise agreement term, while royalties and advertising fees are recognized as franchisee sales occur[69](index=69&type=chunk)[75](index=75&type=chunk) | Revenue Recognition Timing | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenue recognized at a point in time | $11,020,509 | $10,475,897 | $21,807,613 | $20,617,963 | | Revenue recognized over time | $2,249,761 | $2,134,139 | $4,540,247 | $4,176,789 | | Total revenue | $13,270,270 | $12,610,036 | $26,347,860 | $24,794,752 | | Contract Liabilities (Deferred Franchise Fees) | Amount | | :--------------------------------------------- | :------------- | | Balance at December 31, 2024 | $14,997,105 | | Revenue recognized from beginning of year liability | $(1,662,396) | | Net increase during six months ended June 30, 2025 | $1,181,468 | | Balance at June 30, 2025 | $14,516,177 | [Note 3: Divestitures](index=23&type=section&id=Note%203:%20Divestitures) Explains the refranchising strategy for corporate clinics and the financial impact of these divestitures - The Company initiated a plan in 2023 to refranchise its corporate-owned or managed clinics, expanding in Q3 2024 to include the full portfolio. This refranchising plan is considered a strategic shift, leading to the corporate clinic segment being reported as discontinued operations[80](index=80&type=chunk)[81](index=81&type=chunk) | Metric (Discontinued Operations) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenues from company-owned or managed clinics | $16,642,013 | $17,650,525 | $33,548,363 | $35,187,976 | | Net income (loss) from discontinued operations | $1,082,998 | $(1,886,375) | $2,556,815 | $(540,477) | | Net loss on disposition or impairment | $1,752,494 | $1,434,658 | $2,885,852 | $1,796,486 | - As of June 30, 2025, the estimated fair value of the corporate clinic portfolio expected to be sold within one year was **$6.4 million**. The Company recorded an estimated loss on disposal of **$1.4 million** for the six months ended June 30, 2025, and maintains a valuation allowance of **$5.7 million**[83](index=83&type=chunk)[84](index=84&type=chunk) - During the six months ended June 30, 2025, the Company sold **$16.1 million** in assets held for sale (net of a **$1.0 million** valuation allowance) and **$7.2 million** in liabilities to be disposed of, generating **$7.8 million** in sales proceeds. This resulted in a **$0.6 million** loss on sale[86](index=86&type=chunk) [Note 4: Property and Equipment](index=25&type=section&id=Note%204:%20Property%20and%20Equipment) Provides a breakdown of property and equipment, along with related depreciation and amortization | Category | June 30, 2025 | December 31, 2024 | | :-------------------------- | :------------ | :---------------- | | Office and computer equipment | $976,441 | $937,551 | | Leasehold improvements | $1,588,391 | $1,585,609 | | Software developed | $6,702,368 | $5,914,254 | | Accumulated depreciation and amortization | $(6,660,324) | $(5,982,533) | | Construction in progress | $568,554 | $751,873 | | Property and equipment, net | $3,175,430 | $3,206,754 | - Depreciation expense increased to **$0.8 million** for the six months ended June 30, 2025, from **$0.7 million** in the prior year, primarily due to internal use software enhancements and developments, including a new mobile app[88](index=88&type=chunk)[147](index=147&type=chunk) [Note 5: Fair Value Measurements](index=26&type=section&id=Note%205:%20Fair%20Value%20Measurements) Discusses fair value hierarchy and measurement of financial and non-financial assets and liabilities - The Company's financial instruments, excluding debt under the Credit Agreement, approximate fair value due to short maturities. Debt under the Credit Agreement approximates fair value and is considered a Level 2 fair value measurement[90](index=90&type=chunk) - Non-financial assets, including goodwill, intangible assets, property, plant and equipment, and operating lease ROU assets, are assessed for impairment periodically. Impairment charges are recorded to write down assets to fair value, which is considered Level 3 within the fair value hierarchy[92](index=92&type=chunk) - Assets held for sale are reported at the lower of carrying value or fair value less estimated cost to sell. As of June 30, 2025, the fair value measurement of assets held for sale was **$0.1 million** based on Level 2 inputs and **$6.3 million** based on Level 3 inputs, with a **$5.7 million** valuation allowance[93](index=93&type=chunk)[94](index=94&type=chunk) [Note 6: Debt](index=27&type=section&id=Note%206:%20Debt) Outlines the company's credit facility, borrowing terms, and compliance with covenants - The Company's 2022 Credit Facility provides a **$20 million** Revolver for working capital, general corporate purposes, acquisitions, development, and capital improvements. Borrowings bear interest at adjusted SOFR plus 0.10% plus 1.75%, or ABR plus 1.00%[98](index=98&type=chunk) - The 2022 Credit Facility terminates on February 28, 2027. As of June 30, 2025, the Company was in compliance with all covenants, and there was no outstanding balance on the debt, following a **$2 million** paydown on January 17, 2024[98](index=98&type=chunk)[99](index=99&type=chunk) [Note 7: Stock-Based Compensation](index=28&type=section&id=Note%207:%20Stock-Based%20Compensation) Details stock-based award plans, activity, and related compensation expense - The Company grants stock-based awards under its 2024 Incentive Stock Plan, including non-qualified stock options, incentive stock options, and restricted stock. Compensation expense is recognized ratably over the service period[100](index=100&type=chunk) | Stock Option Activity | Number of Shares | Weighted Average Exercise Price | | :-------------------------- | :--------------- | :------------------------------ | | Outstanding at Dec 31, 2024 | 281,977 | $11.80 | | Exercised | (3,000) | $3.07 | | Forfeited | (432) | $45.39 | | Expired | (71,023) | $17.78 | | Outstanding at June 30, 2025 | 207,522 | $9.80 | | Exercisable at June 30, 2025 | 169,293 | $9.57 | | Restricted Stock Awards | Shares | Weighted Average Grant-Date Fair Value per Award | | :-------------------------- | :----- | :----------------------------------------------- | | Non-vested at Dec 31, 2024 | 305,982 | $11.97 | | Granted | 263,798 | $10.80 | | Vested | (91,347) | $12.90 | | Forfeited | (95,169) | $11.55 | | Non-vested at June 30, 2025 | 383,264 | $11.04 | - Stock-based compensation expense for restricted stock awards decreased to **$586,248** for the six months ended June 30, 2025, from **$943,685** in the prior year period[106](index=106&type=chunk) [Note 8: Income Taxes](index=29&type=section&id=Note%208:%20Income%20Taxes) Presents income tax expense and factors influencing the effective tax rate | Income Tax Expense | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | From continuing operations | $11,390 | $11,169 | $24,794 | $19,751 | | From discontinued operations | $100,201 | $167,153 | $203,613 | $337,498 | - The Company's effective tax rate differs from the federal statutory rate primarily due to changes in valuation allowance and state taxes. Income tax expense increased for both three and six months ended June 30, 2025, mainly due to higher estimated state income taxes[107](index=107&type=chunk)[152](index=152&type=chunk) [Note 9: Commitments and Contingencies](index=29&type=section&id=Note%209:%20Commitments%20and%20Contingencies) Discloses operating lease commitments, guarantees, and legal claims | Operating Lease Costs | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | General and administrative expenses | $91,577 | $64,289 | $172,758 | $128,577 | - The Company has guaranteed **29** future operating lease commitments assumed by buyers in connection with clinic sales, totaling **$4.3 million** in undiscounted maximum remaining lease payments as of June 30, 2025. No liability has been recorded as payment under these guarantees is not probable[110](index=110&type=chunk) - During Q1 2025, the Company settled a medical injury claim for **$3.4 million**, accrued in discontinued operations current liabilities. This was offset by a **$1.9 million** receivable from the Company's insurance[113](index=113&type=chunk) [Note 10: Segment Reporting](index=31&type=section&id=Note%2010:%20Segment%20Reporting) Describes operating segments and financial performance, focusing on Franchise Operations - Historically, the Company had two operating segments: Corporate Clinics and Franchise Operations. Following the refranchising strategy, the Corporate Clinic segment is now reported as discontinued operations, leaving Franchise Operations as the sole reportable segment since December 31, 2024[115](index=115&type=chunk) - The Franchise Operations segment, comprising **885** clinics as of June 30, 2025, derives revenue from franchise licenses, royalties, and software fees. The CEO uses Net Income, Gross Profit, Operating Income, and Adjusted EBITDA to assess performance and allocate resources[116](index=116&type=chunk) | Segment Financials | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenue | $13,270,270 | $12,610,036 | $26,347,860 | $24,794,752 | | Franchise and regional developer cost of revenues | $2,350,613 | $2,458,186 | $4,901,848 | $4,799,951 | | Selling and marketing expenses | $3,483,844 | $3,440,391 | $6,988,994 | $5,677,974 | | Segment loss | $(989,635) | $(1,710,023) | $(1,495,656) | $(2,108,942) | [Note 11: Related Party Transactions](index=32&type=section&id=Note%2011:%20Related%20Party%20Transactions) Identifies transactions with related parties, including a board director's family member - Jefferson Gramm, a beneficial holder of over **5%** of common stock and a Board Director, has a family member (Marshall Gramm) who owns four franchise licenses. These transactions were on terms no less favorable than those with unaffiliated parties[119](index=119&type=chunk)[120](index=120&type=chunk)[121](index=121&type=chunk) [Note 12: Subsequent Events](index=32&type=section&id=Note%2012:%20Subsequent%20Events) Reports significant events occurring after the reporting period, such as new legislation - On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted, allowing more favorable deductibility of certain business expenses (e.g., R&D, bonus depreciation) starting in 2025. The Company is evaluating the financial impact, which was not reflected in the Q2 2025 income tax provision[123](index=123&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=33&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial condition, operations, key performance indicators, and liquidity [Overview](index=33&type=section&id=Overview) Introduces The Joint Corp.'s business model and key performance indicators - The Joint Corp. is a rapidly growing franchisor using a private pay, non-insurance, cash-based model, aiming to be the leading provider of chiropractic care in North America and potentially abroad[125](index=125&type=chunk) - Key performance indicators include gross sales, comparable same-store sales growth (Comp Sales), new patients, conversion percentage, membership attrition, system-wide sales, clinic openings, clinic license sales, and Adjusted EBITDA[126](index=126&type=chunk) [Key Clinic Development Trends](index=33&type=section&id=Key%20Clinic%20Development%20Trends) Details clinic growth strategy, refranchising efforts, and franchise sales - As of June 30, 2025, the Company and its franchisees operated **967** clinics (**885** franchised, **82** company-owned/managed). Seven franchised clinics opened in Q2 2025, down from nine in Q2 2024[127](index=127&type=chunk) - The Company's strategy is to grow through franchise sales and development, including refranchising its entire portfolio of company-owned/managed clinics. In Q2 2025, **37** clinics were refranchised, with significant interest from multi-unit operators and private equity firms[128](index=128&type=chunk) - On June 30, 2025, **31** corporate clinics in Arizona and New Mexico were sold to an existing franchisee for **$8.3 million** cash, including regional developer territory rights. Another five clinics in Kansas City were sold on June 23, 2025[129](index=129&type=chunk) - The Company sold **13** franchise licenses in Q2 2025, compared to **7** in Q2 2024, and plans to continue leveraging its regional developer program to accelerate clinic sales and openings[131](index=131&type=chunk) [Recent Events](index=34&type=section&id=Recent%20Events) Discusses the impact of global economic conditions, inflation, and labor costs - Unfavorable global economic or political conditions, labor shortages, inflation, and other cost increases are expected to impact the business, with 2025 anticipated to be a volatile macroeconomic environment[133](index=133&type=chunk) - Labor costs are the primary inflationary factor, leading to increased general and administrative expenses in 2024 due to shortages and wage increases. Increased interest rates may also reduce patient discretionary spending[134](index=134&type=chunk)[135](index=135&type=chunk) [Other Significant Events and/or Recent Developments](index=34&type=section&id=Other%20Significant%20Events%20and/or%20Recent%20Developments) Highlights recent operational performance metrics, including comparable same-store and system-wide sales - For the three months ended June 30, 2025, comparable same-store sales (clinics open 13+ months) increased by **1.4%**, while comp sales for mature clinics (48+ months) decreased by **2.0%**. System-wide sales grew **2.6%** to **$129.6 million**[139](index=139&type=chunk) [Results of Operations](index=34&type=section&id=Results%20of%20Operations) Analyzes changes in revenues and expenses for current and prior reporting periods [Total Revenues - Three Months Ended June 30, 2025 Compared with Three Months Ended June 30, 2024](index=35&type=section&id=Total%20Revenues%20-%20Three%20Months%20Ended%20June%2030,%202025%20Compared%20with%20Three%20Months%20Ended%20June%2030,%202024) Compares total revenues and their components for the three months ended June 30, 2025 and 2024 | Revenue Type | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change | Percent Change | | :--------------------------------- | :--------------------------- | :--------------------------- | :----- | :------------- | | Royalty fees | $8,133,122 | $7,846,328 | $286,794 | 3.7% | | Franchise fees | $768,100 | $719,103 | $48,997 | 6.8% | | Advertising fund revenue | $2,332,695 | $2,240,839 | $91,856 | 4.1% | | IT-related income and software fees | $1,481,661 | $1,415,036 | $66,625 | 4.7% | | Other revenues | $554,692 | $388,730 | $165,962 | 42.7% | | Total revenues | $13,270,270 | $12,610,036 | $660,234 | 5.2% | - Total revenues increased by **$0.7 million (5.2%)** for the three months ended June 30, 2025, primarily due to the expansion and revenue growth of the franchise base, including increased royalty fees, advertising fund revenue, and software fees from a larger franchised clinic base (**885** clinics in 2025 vs. **829** in 2024). Other revenues saw a significant **42.7%** increase mainly from **$150,000** in sponsorship payments for the annual conference[140](index=140&type=chunk)[142](index=142&type=chunk) [Total Revenues - Six Months Ended June 30, 2025 Compared with Six Months Ended June 30, 2024](index=35&type=section&id=Total%20Revenues%20-%20Six%20Months%20Ended%20June%2030,%202025%20Compared%20with%20Six%20Months%20Ended%20June%2030,%202024) Compares total revenues and their components for the six months ended June 30, 2025 and 2024 | Revenue Type | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change | Percent Change | | :--------------------------------- | :--------------------------- | :--------------------------- | :----- | :------------- | | Royalty fees | $16,204,107 | $15,433,874 | $770,233 | 5.0% | | Franchise fees | $1,596,619 | $1,374,977 | $221,642 | 16.1% | | Advertising fund revenue | $4,640,197 | $4,407,311 | $232,886 | 5.3% | | IT-related income and software fees | $2,943,628 | $2,801,812 | $141,816 | 5.1% | | Other revenues | $963,309 | $776,778 | $186,531 | 24.0% | | Total revenues | $26,347,860 | $24,794,752 | $1,553,108 | 6.3% | - Total revenues increased by **$1.6 million (6.3%)** for the six months ended June 30, 2025, driven by continued expansion and sales growth in the franchise base. Royalty fees, advertising fund revenue, and software fees all increased due to a larger franchised clinic base. Other revenues increased by **$150,000** from annual conference sponsorship payments[141](index=141&type=chunk)[143](index=143&type=chunk)[144](index=144&type=chunk) [Cost of Revenues](index=36&type=section&id=Cost%20of%20Revenues) Analyzes changes in the cost of revenues for the three and six months ended June 30, 2025 and 2024 | Cost of Revenues | 2025 | 2024 | Change | Percent Change | | :----------------------- | :----------- | :----------- | :----- | :------------- | | Three Months Ended June 30, | $2,772,607 | $2,812,389 | $(39,782) | (1.4)% | | Six Months Ended June 30, | $5,744,733 | $5,516,901 | $227,832 | 4.1% | - Cost of revenues decreased by **1.4%** for the three months ended June 30, 2025, primarily due to a reduction in regional developer sales commissions. For the six months, it increased by **4.1%** due to more franchised clinics and sales growth in regional developer regions, partially offset by the commission reduction[145](index=145&type=chunk) [Selling and Marketing Expenses](index=36&type=section&id=Selling%20and%20Marketing%20Expenses) Examines the trends and drivers behind selling and marketing expenses for the specified periods | Selling and Marketing Expenses | 2025 | 2024 | Change | Percent Change | | :------------------------------- | :----------- | :----------- | :----- | :------------- | | Three Months Ended June 30, | $3,483,844 | $3,440,391 | $43,453 | 1.3% | | Six Months Ended June 30, | $6,988,994 | $5,677,974 | $1,311,020 | 23.1% | - Selling and marketing expenses increased by **1.3%** for the three months and **23.1%** for the six months ended June 30, 2025, primarily due to increased expenses associated with digital marketing transformation efforts incurred in Q1 2025[146](index=146&type=chunk) [Depreciation and Amortization Expenses](index=36&type=section&id=Depreciation%20and%20Amortization%20Expenses) Reviews changes in depreciation and amortization expenses, primarily due to software development | Depreciation and Amortization Expenses | 2025 | 2024 | Change | Percent Change | | :--------------------------------------- | :----------- | :----------- | :----- | :------------- | | Three Months Ended June 30, | $402,295 | $342,454 | $59,841 | 17.5% | | Six Months Ended June 30, | $764,225 | $672,088 | $92,137 | 13.7% | - Depreciation and amortization expenses increased by **17.5%** for the three months and **13.7%** for the six months ended June 30, 2025, mainly due to depreciation related to internal use software enhancements and the launch of a new mobile app[147](index=147&type=chunk) [General and Administrative Expenses](index=36&type=section&id=General%20and%20Administrative%20Expenses) Discusses fluctuations in general and administrative expenses, including payroll and employee compensation | General and Administrative Expenses | 2025 | 2024 | Change | Percent Change | | :------------------------------------ | :----------- | :----------- | :----- | :------------- | | Three Months Ended June 30, | $7,745,251 | $7,793,465 | $(48,214) | (0.6)% | | Six Months Ended June 30, | $14,660,196 | $15,132,773 | $(472,577) | (3.1)% | - General and administrative expenses decreased by **0.6%** for the three months and **3.1%** for the six months ended June 30, 2025, primarily due to a decrease in payroll and other employee compensation expenses, reflecting fewer employees and the departure of long-tenure employees with stock-based compensation[148](index=148&type=chunk) - As a percentage of revenue, general and administrative expenses decreased from **62%** to **58%** for the three months, and from **61%** to **56%** for the six months ended June 30, 2025[149](index=149&type=chunk) [Loss from Operations](index=37&type=section&id=Loss%20from%20Operations) Analyzes the company's operating loss and factors contributing to its change over the periods | Loss from Operations | 2025 | 2024 | Change | Percent Change | | :----------------------- | :------------- | :------------- | :------- | :------------- | | Three Months Ended June 30, | $(1,138,167) | $(1,779,325) | $641,158 | 36.0% | | Six Months Ended June 30, | $(1,816,701) | $(2,205,921) | $389,220 | 17.6% | - Loss from operations decreased by **$0.6 million (36.0%)** for the three months and **$0.4 million (17.6%)** for the six months ended June 30, 2025, driven by increased total revenues, a slight decrease in total cost of revenues, and reduced general and administrative expenses, partially offset by higher selling and marketing expenses[150](index=150&type=chunk)[154](index=154&type=chunk) [Other Income (Expense), Net](index=37&type=section&id=Other%20Income%20(Expense),%20Net) Details components of other income and expense, primarily interest income | Other Income (Expense), Net | 2025 | 2024 | Change | Percent Change | | :---------------------------- | :----------- | :----------- | :----- | :------------- | | Three Months Ended June 30, | $159,922 | $80,471 | $79,451 | (98.7)% | | Six Months Ended June 30, | $345,839 | $116,730 | $229,109 | (196.3)% | - Other income (expense), net increased significantly for both three and six months ended June 30, 2025, primarily due to higher interest income from deploying additional cash and cash equivalents into higher interest rate savings products[151](index=151&type=chunk) [Income Tax Expense](index=37&type=section&id=Income%20Tax%20Expense) Explains income tax expense and reasons for its changes | Income Tax Expense | 2025 | 2024 | Change | Percent Change | | :------------------- | :----------- | :----------- | :----- | :------------- | | Three Months Ended June 30, | $11,390 | $11,169 | $221 | 2.0% | | Six Months Ended June 30, | $24,794 | $19,751 | $5,043 | 25.5% | - Income tax expense increased for both three and six months ended June 30, 2025, primarily due to an increase in estimated state income taxes[152](index=152&type=chunk) [Non-GAAP Financial Measures](index=38&type=section&id=Non-GAAP%20Financial%20Measures) Presents and reconciles non-GAAP financial measures like EBITDA and Adjusted EBITDA for performance evaluation | Non-GAAP Financial Data | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :--------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net (Loss) income | $93,363 | $(3,596,398) | $1,061,159 | $(2,649,419) | | EBITDA | $464,447 | $(1,974,173) | $1,751,695 | $520,008 | | Adjusted EBITDA | $3,239,193 | $2,126,162 | $6,094,181 | $5,632,876 | - Adjusted EBITDA from continuing operations increased to **$88,049** for the three months and **$134,443** for the six months ended June 30, 2025, compared to **$(380,434)** and **$44,274** respectively in the prior year, used to evaluate ongoing operating results and trends, excluding items like interest, taxes, depreciation, amortization, and certain non-recurring expenses[156](index=156&type=chunk)[157](index=157&type=chunk) [Liquidity and Capital Resources](index=39&type=section&id=Liquidity%20and%20Capital%20Resources) Assesses cash position, cash flow activities, and ability to meet financial obligations - As of June 30, 2025, the Company had **$29.8 million** in unrestricted cash and short-term bank deposits, with management believing existing cash, anticipated cash flows from operations, and available credit will be sufficient for the next 12 months, despite potential liquidity risks from global economic conditions[160](index=160&type=chunk)[161](index=161&type=chunk) - Net cash used in operating activities for both continuing and discontinued operations decreased by **$4.7 million** to **$2.8 million** for the six months ended June 30, 2025, compared to net cash provided by operating activities of **$1.8 million** for the prior year period[164](index=164&type=chunk) - Net cash provided by investing activities was **$6.9 million** for the six months ended June 30, 2025, primarily from **$7.8 million** in clinic sales proceeds. Net cash provided by financing activities was **$0.9 million**, mainly from stock option exercises[165](index=165&type=chunk)[166](index=166&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=40&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) No material changes to market risk disclosures since the December 31, 2024 Annual Report on Form 10-K/A - No material changes to quantitative and qualitative disclosures about market risk as of June 30, 2025, compared to the December 31, 2024 Annual Report on Form 10-K/A[168](index=168&type=chunk) [Item 4. Controls and Procedures](index=40&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were ineffective due to a material weakness in complex transaction accounting - The CEO and CFO concluded that the Company's disclosure controls and procedures were not effective as of June 30, 2025, due to a material weakness[170](index=170&type=chunk) - The material weakness identified as of December 31, 2024, and continuing as of June 30, 2025, is the inadequate design, implementation, and maintenance of effective controls to analyze and account for non-routine, unusual, or complex transactions, particularly impairment of assets held for sale[171](index=171&type=chunk)[172](index=172&type=chunk) - The remediation plan includes designing, implementing, and maintaining enhanced internal controls for timely analysis and accounting of complex transactions and reviewing valuation methodologies for impairment charges[173](index=173&type=chunk)[179](index=179&type=chunk) - No changes in internal control over financial reporting materially affected, or are reasonably likely to materially affect, internal control during the quarter ended June 30, 2025, other than the ongoing material weakness[174](index=174&type=chunk) PART II OTHER INFORMATION Contains disclosures on legal proceedings, risk factors, equity sales, other information, and exhibits [Item 1. Legal Proceedings](index=41&type=section&id=Item%201.%20Legal%20Proceedings) Legal proceedings information is detailed in Note 9, Commitments and Contingencies - Legal proceedings information is detailed in Note 9, Commitments and Contingencies[175](index=175&type=chunk) [Item 1A. Risk Factors](index=41&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors since the December 31, 2024 Annual Report on Form 10-K/A - No material changes to risk factors since the filing of the amended and restated Annual Report on Form 10-K/A for the year ended December 31, 2024[176](index=176&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=41&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities or use of proceeds were reported - No unregistered sales of equity securities or use of proceeds were reported[177](index=177&type=chunk) [Item 5. Other Information](index=41&type=section&id=Item%205.%20Other%20Information) No director or officer adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement - No director or officer adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the quarter ended June 30, 2025[178](index=178&type=chunk) [Item 6. Exhibits](index=42&type=section&id=Item%206.%20Exhibits) Lists exhibits filed with the Form 10-Q, including agreements, certifications, and XBRL documents - Exhibits include Employment Agreement (10.1), Asset Purchase Agreement (10.2), Certifications of Principal Executive Officer (31.1) and Principal Financial Officer (31.2), Certifications pursuant to 18 U.S.C. Section 1350 (32), and XBRL documents (101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE, 104)[181](index=181&type=chunk) SIGNATURES Confirms the official signing of the Quarterly Report on Form 10-Q by the principal executive and financial officers - The Quarterly Report on Form 10-Q was signed on August 11, 2025, by Sanjiv Razdan, Chief Executive Officer and President, and Scott J. Bowman, Chief Financial Officer[185](index=185&type=chunk)