Form 8-K BIRNER DENTAL MANAGEMENT For: Mar 30
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) March 30, 2015
Birner Dental Management Services, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Colorado
(State or Other Jurisdiction of Incorporation)
0-23367 | 84-1307044 |
(Commission File Number) | (IRS Employer Identification No.) |
1777 S. Harrison Street, Suite 1400, Denver, CO 80210 | 80210 |
(Address of Principal Executive Offices) | Zip Code) |
(303) 691-0680
(Registrant's Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 DFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. | Results of Operations and Financial Condition.. |
On March 30, 2015, Birner Dental Management Services, Inc. issued the attached press release reporting its financial results for the quarter and year ended December 31, 2014. The press release is attached as Exhibit 99.1.
Item 9.01 | Financial Statements and Exhibits |
Exhibit No. | Description | |
99.1 | Press Release of Birner Dental Management Services, Inc. dated March 30, 2015. |
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.
BIRNER DENTAL MANAGEMENT SERVICES, INC. | |||
a Colorado corporation | |||
Date: March 30, 2015 | By: | /s/ Dennis N. Genty | |
Name: | Dennis N. Genty | ||
Title: | Chief Financial Officer, Secretary, and Treasurer | ||
(Principal Financial and Accounting Officer) |
EXHIBIT INDEX
Exhibit No. | Description | |
99.1 | Press Release of Birner Dental Management Services, Inc. dated March 30, 2015. |
Birner Dental Management Services, Inc. Announces Earnings For Fourth Quarter And Year Ended 2014
DENVER, March 30, 2015 /PRNewswire/ -- Birner Dental Management Services, Inc. (NASDAQ: BDMS), business services provider of PERFECT TEETH® dental practices, announced results for the quarter and year ended December 31, 2014. For the year ended December 31, 2014, revenue increased $1.0 million, or 1.6%, to $65.1 million. The Company's earnings before interest, taxes, depreciation, amortization and non-cash expense associated with stock-based compensation, severance compensation expense and office consolidation expense ("Adjusted EBITDA") decreased $184,000, or 4.4%, to $4.0 million for the year ended December 31, 2014. Net income/(loss) for the year ended December 31, 2014 decreased $1.0 million to $(924,000) compared to $89,000 for the year ended December 31, 2013. Earnings/(loss) per share decreased to $(0.50) for the year ended December 31, 2014 compared to $0.05 for the year ended December 31, 2013.
For the quarter ended December 31, 2014, revenue increased $338,000, or 2.3%, to $15.3 million. The Company's Adjusted EBITDA increased $67,000, or 10.5%, to $699,000 for the quarter ended December 31, 2014. Net loss for the quarter ended December 31, 2014 increased $178,000 to $(511,000) compared to $(333,000) for the same period of 2013. Net loss per share increased to $(0.27) for the quarter ended December 31, 2014 compared to $(0.18) for the quarter ended December 31, 2013.
Fred Birner, Chief Executive Officer of the Company, stated, "In the fourth quarter of 2014, we started to see the positive effects of expense reductions made earlier in the year in our Adjusted EBITDA."
The decrease in net income in 2014 is primarily attributable to substantial investments by the Company in capital projects resulting in increased depreciation expense, in personnel and their training and one-time charges of approximately $339,000 in severance compensation expense and $81,000 in office consolidation expense. During the year and quarter ended December 31, 2013, the Company's net income benefited from a change in fair value of contingent liabilities of $196,000 related to two Offices that were acquired during the fourth quarter of 2009.
Since the beginning of the fourth quarter of 2012, the Company has opened six de novo offices: in Tucson, Arizona and in Erie, Colorado in the fourth quarter of 2012; in Loveland, Colorado in July 2013; in Monument, Colorado in December 2013; in Fort Collins, Colorado in May 2014; and in Scottsdale, Arizona in October 2014. The Company has leased space for two additional de novo offices: in Albuquerque, New Mexico and Commerce City, Colorado, which are anticipated to open in 2015. The Company is also evaluating and negotiating leases for additional sites throughout its markets.
During 2014, the Company completed remodels and/or relocations of three of its offices and converted six additional offices to digital radiography. During 2014, the Company had capital expenditures of approximately $4.7 million, paid approximately $1.6 million in dividends to its shareholders and increased total bank debt outstanding by approximately $1.7 million.
Birner Dental Management Services, Inc. acquires, develops, and manages geographically dense dental practice networks in select markets in Colorado, New Mexico, and Arizona. The Company currently manages 67 dental offices, of which 36 were acquired and 31 were de novo developments. The Company currently has 113 dentists. The Company operates its dental offices under the PERFECT TEETH® name.
The Company previously announced it would conduct a conference call to review results for the year and quarter ended December 31, 2014 on Monday, March 30, 2015 at 9:00 a.m. MDT. In addition to current operating results, the teleconference may include discussion of management's expectations of future financial and operating results. To participate in this conference call, dial in to 1-888-572-7025 and refer to Confirmation Code 9739963 approximately five minutes prior to the scheduled time. If you are unable to join the conference call on March 30, 2015, the rebroadcast number is 1-888-203-1112 with the pass code of 9739963. This rebroadcast will be available through April 12, 2015.
Non-GAAP Disclosures
This press release includes a non-GAAP financial measure with respect to Adjusted EBITDA. Please see below for more information regarding Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income/(loss).
Forward-Looking Statements
Certain of the matters discussed herein may contain forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from expectations. These include statements regarding potential de novo offices and the Company's prospects and performance in future periods. These statements involve known and unknown risks, uncertainties and other factors which may cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These and other risks and uncertainties are set forth in the reports filed by the Company with the Securities and Exchange Commission. The Company disclaims any obligation to update these forward-looking statements.
For Further Information Contact:
Birner Dental Management Services, Inc.
Dennis Genty
Chief Financial Officer
(303) 691-0680
BIRNER DENTAL MANAGEMENT SERVICES, INC. AND SUBSIDIARIES |
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CONSOLIDATED STATEMENTS OF OPERATIONS |
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| Quarters Ended |
| Years Ended |
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| December 31, |
| December 31, |
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| 2013 |
| 2014 |
| 2013 |
| 2014 |
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REVENUE: |
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| Dental practice revenue | $ 13,630,865 |
| $ 14,056,483 |
| $ 58,461,286 |
| $ 59,924,198 |
|
| Capitation revenue | 1,373,344 |
| 1,285,352 |
| 5,644,588 |
| 5,201,402 |
|
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| 15,004,209 |
| 15,341,835 |
| 64,105,874 |
| 65,125,600 |
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DIRECT EXPENSES: |
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| Clinical salaries and benefits | 9,112,144 |
| 9,169,973 |
| 38,171,494 |
| 38,641,198 |
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| Dental supplies | 659,942 |
| 747,839 |
| 2,799,518 |
| 2,977,962 |
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| Laboratory fees | 774,580 |
| 804,938 |
| 3,108,544 |
| 3,298,723 |
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| Occupancy | 1,412,362 |
| 1,470,449 |
| 5,822,508 |
| 5,900,176 |
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| Advertising and marketing | 223,281 |
| 286,892 |
| 1,082,034 |
| 965,202 |
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| Depreciation and amortization | 934,918 |
| 1,131,839 |
| 3,448,707 |
| 4,229,253 |
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| General and administrative | 1,212,498 |
| 1,312,073 |
| 4,774,597 |
| 5,441,126 |
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| 14,329,725 |
| 14,924,003 |
| 59,207,402 |
| 61,453,640 |
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| Contribution from dental offices | 674,484 |
| 417,832 |
| 4,898,472 |
| 3,671,960 |
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CORPORATE EXPENSES: |
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| General and administrative | 1,091,928 | (1) | 982,591 | (1) | 4,604,320 | (2) | 4,659,610 | (2) |
| Depreciation and amortization | 54,664 |
| 55,592 |
| 200,431 |
| 223,019 |
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OPERATING INCOME (LOSS) | (472,108) |
| (620,351) |
| 93,721 |
| (1,210,669) |
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OTHER INCOME (EXPENSE): |
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| Change in fair value of contingent liabilities | - |
| - |
| 196,000 |
| - |
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| Gain from early extinguishment of debt | 22,059 |
| - |
| 22,059 |
| - |
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| Interest (expense), net | (30,339) |
| (29,679) |
| (100,647) |
| (115,750) |
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INCOME/(LOSS) BEFORE INCOME TAXES | (480,388) |
| (650,030) |
| 211,133 |
| (1,326,419) |
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| Income tax expense/(benefit) | (147,732) |
| (138,994) |
| 121,960 |
| (402,785) |
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NET INCOME/(LOSS) | $ (332,656) |
| $ (511,036) |
| $ 89,173 |
| $ (923,634) |
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Net income (loss) per share of Common Stock - Basic | $ (0.18) |
| $ (0.27) |
| $ 0.05 |
| $ (0.50) |
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Net income (loss) per share of Common Stock - Diluted | $ (0.18) |
| $ (0.27) |
| $ 0.05 |
| $ (0.50) |
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Cash dividends per share of Common Stock | $ 0.22 |
| $ 0.22 |
| $ 0.88 |
| $ 0.88 |
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Weighted average number of shares of |
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Common Stock and dilutive securities: |
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| Basic | 1,852,364 |
| 1,859,893 |
| 1,850,257 |
| 1,858,650 |
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| Diluted | 1,870,935 |
| 1,859,893 |
| 1,861,088 |
| 1,858,650 |
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(1) | Corporate expense - general and administrative includes $115,155 of stock-based compensation expense pursuant to ASC Topic 718 for the quarter ended December 31, 2013 and $132,080 of stock-based compensation expense pursuant to ASC Topic 718 for the quarter ended December 31, 2014. | ||||||||
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(2) | Corporate expense - general and administrative includes $467,028 of stock-based compensation expense pursuant to ASC Topic 718 for the year ended December 31, 2013 and $364,880 of stock-based compensation expense pursuant to ASC Topic 718 and $338,861 of severance compensation expense for the year ended December 31, 2014. |
BIRNER DENTAL MANAGEMENT SERVICES, INC. AND SUBSIDIARIES | ||||
CONSOLIDATED BALANCE SHEETS | ||||
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| December 31, | ||
ASSETS | 2013 |
| 2014 | |
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CURRENT ASSETS: |
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| Cash and cash equivalents | $ 469,827 |
| $ 310,229 |
| Accounts receivable, net of allowance for doubtful |
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| accounts of approximately $420,000 and $420,000, respectively | 3,250,319 |
| 3,185,136 |
| Notes receivable | 34,195 |
| 34,195 |
| Deferred tax asset | 272,523 |
| 614,944 |
| Income tax receivable | 176,935 |
| - |
| Prepaid expenses and other assets | 455,158 |
| 520,187 |
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| Total current assets | 4,658,957 |
| 4,664,691 |
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PROPERTY AND EQUIPMENT, net | 10,126,399 |
| 11,258,025 | |
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OTHER NONCURRENT ASSETS: |
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| Intangible assets, net | 9,292,868 |
| 8,410,535 |
| Deferred charges and other assets | 165,661 |
| 160,853 |
| Notes receivable | 109,501 |
| 82,929 |
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| Total assets | $ 24,353,386 |
| $ 24,577,033 |
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LIABILITIES AND SHAREHOLDERS' EQUITY |
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CURRENT LIABILITIES: |
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| Accounts payable | $ 2,548,240 |
| $ 2,912,162 |
| Accrued expenses | 1,641,509 |
| 1,557,811 |
| Accrued payroll and related expenses | 2,192,495 |
| 2,511,953 |
| Income taxes payable | - |
| 6,638 |
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| Total current liabilities | 6,382,244 |
| 6,988,564 |
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LONG-TERM LIABILITIES: |
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| Deferred tax liability, net | 3,030,205 |
| 2,951,321 |
| Long-term debt | 8,091,790 |
| 9,833,453 |
| Other long-term obligations | 965,959 |
| 1,046,633 |
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| Total liabilities | 18,470,198 |
| 20,819,971 |
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SHAREHOLDERS' EQUITY: |
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| Preferred Stock, no par value, 10,000,000 shares |
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| authorized; none outstanding | - |
| - |
| Common Stock, no par value, 20,000,000 shares |
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| authorized; 1,852,565 and 1,859,689 shares issued and |
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| outstanding, respectively | 779,758 |
| 1,214,056 |
| Retained earnings | 5,103,430 |
| 2,543,006 |
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| Total shareholders' equity | 5,883,188 |
| 3,757,062 |
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| Total liabilities and shareholders' equity | $ 24,353,386 |
| $ 24,577,033 |
Reconciliation of Adjusted EBITDA
Adjusted EBITDA is not a U.S. generally accepted accounting principle ("GAAP") measure of performance or liquidity. However, the Company believes that it may be useful to an investor in evaluating the Company's ability to meet future debt service, capital expenditures and working capital requirements, and the Company uses Adjusted EBITDA for this purpose. Investors should not consider Adjusted EBITDA in isolation or as a substitute for operating income, cash flows from operating activities or any other measure for determining the Company's operating performance or liquidity that is calculated in accordance with GAAP. In addition, because Adjusted EBITDA is not calculated in accordance with GAAP, it may not necessarily be comparable to similarly titled measures employed by other companies. A reconciliation of Adjusted EBITDA to net income/(loss) can be made by adding depreciation and amortization expense - Offices, depreciation and amortization expense – Corporate, stock-based compensation expense, interest expense, net, income tax expense/(benefit), severance compensation expense and office consolidation expense to net income/(loss) and subtracting change in fair value of contingent liabilities and gain from early extinguishment of debt as in the table below.
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| Quarters Ended |
| Years Ended | ||||
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| December 31, |
| December 31, | ||||
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| 2013 |
| 2014 |
| 2013 |
| 2014 |
RECONCILIATION OF ADJUSTED EBITDA: |
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| Net income/(loss) | ($332,656) |
| ($511,036) |
| $89,173 |
| ($923,634) | ||
| Add back: |
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| Depreciation and amortization - Offices | 934,918 |
| 1,131,839 |
| 3,448,707 |
| 4,229,253 | |
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| Depreciation and amortization - Corporate | 54,664 |
| 55,592 |
| 200,431 |
| 223,019 | |
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| Stock-based compensation expense | 115,155 |
| 132,080 |
| 467,028 |
| 364,880 | |
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| Interest expense, net | 30,339 |
| 29,678 |
| 100,647 |
| 115,750 | |
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| Income tax expense/(benefit) | (147,732) |
| (138,994) |
| 121,960 |
| (402,785) | |
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| Severance compensation expense | - |
| - |
| - |
| 338,861 | |
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| Office consolidation expense | - |
| - |
| - |
| 80,560 | |
| Less: |
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| Change in fair value of contingent liabilities | - |
| - |
| (196,000) |
| - | |
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| Gain from early extinguishment of debt | (22,059) |
| - |
| (22,059) |
| - | |
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Adjusted EBITDA | $632,629 |
| $699,159 |
| $4,209,887 |
| $4,025,904 |
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