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Form 8-K BIRNER DENTAL MANAGEMENT For: Mar 30

March 30, 2015 8:35 AM EDT

 

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 9.01Financial 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


CONSOLIDATED STATEMENTS OF OPERATIONS
















Quarters Ended


Years Ended




December 31,


December 31,




2013


2014


2013


2014












REVENUE:










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




15,004,209


15,341,835


64,105,874


65,125,600












DIRECT EXPENSES:










Clinical salaries and benefits

9,112,144


9,169,973


38,171,494


38,641,198



Dental supplies

659,942


747,839


2,799,518


2,977,962



Laboratory fees

774,580


804,938


3,108,544


3,298,723



Occupancy

1,412,362


1,470,449


5,822,508


5,900,176



Advertising and marketing

223,281


286,892


1,082,034


965,202



Depreciation and amortization

934,918


1,131,839


3,448,707


4,229,253



General and administrative

1,212,498


1,312,073


4,774,597


5,441,126




14,329,725


14,924,003


59,207,402


61,453,640













Contribution from dental offices

674,484


417,832


4,898,472


3,671,960












CORPORATE EXPENSES:










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












OPERATING INCOME (LOSS)

(472,108)


(620,351)


93,721


(1,210,669)












OTHER INCOME (EXPENSE):










Change in fair value of contingent liabilities

-


-


196,000


-



Gain from early extinguishment of debt

22,059


-


22,059


-



Interest (expense), net

(30,339)


(29,679)


(100,647)


(115,750)












INCOME/(LOSS) BEFORE INCOME TAXES

(480,388)


(650,030)


211,133


(1,326,419)



Income tax expense/(benefit)

(147,732)


(138,994)


121,960


(402,785)












NET INCOME/(LOSS)

$       (332,656)


$         (511,036)


$            89,173


$       (923,634)












Net income (loss) per share of Common Stock - Basic

$               (0.18)


$              (0.27)


$                0.05


$              (0.50)












Net income (loss) per share of Common Stock - Diluted

$               (0.18)


$              (0.27)


$                0.05


$              (0.50)












Cash dividends per share of Common Stock

$                0.22


$                0.22


$                0.88


$                0.88












Weighted average number of shares of









Common Stock and dilutive securities: 










Basic

1,852,364


1,859,893


1,850,257


1,858,650













Diluted

1,870,935


1,859,893


1,861,088


1,858,650












(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.



(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








December 31, 

ASSETS

2013


2014






CURRENT ASSETS:





Cash and cash equivalents

$             469,827


$           310,229


Accounts receivable, net of allowance for doubtful





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







Total current assets

4,658,957


4,664,691






PROPERTY AND EQUIPMENT, net

10,126,399


11,258,025






OTHER NONCURRENT ASSETS:





Intangible assets, net

9,292,868


8,410,535


Deferred charges and other assets

165,661


160,853


Notes receivable

109,501


82,929







Total assets

$        24,353,386


$      24,577,033






LIABILITIES AND SHAREHOLDERS' EQUITY









CURRENT LIABILITIES:





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







Total current liabilities

6,382,244


6,988,564






LONG-TERM LIABILITIES:





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







Total liabilities

18,470,198


20,819,971






SHAREHOLDERS' EQUITY:





Preferred Stock, no par value, 10,000,000 shares





authorized; none outstanding

-


-


Common Stock, no par value, 20,000,000 shares





authorized; 1,852,565 and 1,859,689 shares issued and





outstanding, respectively

779,758


1,214,056


Retained earnings

5,103,430


2,543,006







Total shareholders' equity

5,883,188


3,757,062







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.





Quarters Ended


Years Ended





December 31,


December 31,





2013


2014


2013


2014

RECONCILIATION OF ADJUSTED EBITDA:









Net income/(loss)

($332,656)


($511,036)


$89,173


($923,634)


Add back:










Depreciation and amortization - Offices

934,918


1,131,839


3,448,707


4,229,253



Depreciation and amortization - Corporate

54,664


55,592


200,431


223,019



Stock-based compensation expense

115,155


132,080


467,028


364,880



Interest expense, net

30,339


29,678


100,647


115,750



Income tax expense/(benefit)

(147,732)


(138,994)


121,960


(402,785)



Severance compensation expense

-


-


-


338,861



Office consolidation expense

-


-


-


80,560


Less:











Change in fair value of contingent liabilities

-


-


(196,000)


-



Gain from early extinguishment of debt

(22,059)


-


(22,059)


-












Adjusted EBITDA

$632,629


$699,159


$4,209,887


$4,025,904





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