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Form 8-K BIRNER DENTAL MANAGEMENT For: May 13

May 13, 2015 8:32 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) May 13, 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
(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 May 13, 2015, Birner Dental Management Services, Inc. issued the attached press release reporting its financial results for the quarter ended March 31, 2015. 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 May 13, 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:  May 13, 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 May 13, 2015.

 

 

Birner Dental Management Services, Inc. Announces Results For 1Q 2015

DENVER, May 13, 2015 /PRNewswire/ -- Birner Dental Management Services, Inc. (NASDAQ Capital Market: BDMS), business services provider of PERFECT TEETH® dental practices, announced results for the quarter ended March 31, 2015. For the quarter ended March 31, 2015, revenue decreased $219,000, or 1.3%, to $16.6 million. The Company's earnings before interest, taxes, depreciation, amortization, and stock-based compensation expense ("Adjusted EBITDA") decreased $31,000, or 2.5%, to $1.2 million. Net income/(loss) for the quarter ended March 31, 2015 decreased $95,000 to $(46,000) compared to $49,000 for the quarter ended March 31, 2014. Earnings/(loss) per share decreased to $(0.02) for the quarter ended March 31, 2015 compared to $0.03 for the quarter ended March 31, 2014.

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.

During the quarter ended March 31, 2015, the Company paid approximately $409,000 in dividends to its shareholders, had capital expenditures of $187,000 and increased total bank debt outstanding by approximately $387,000.

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 quarter ended March 31, 2015 on Wednesday, May 13, 2015 at 9:00 a.m. MT. 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 1-888-359-3624 and refer to Confirmation Code 5817913 approximately five minutes prior to the scheduled time. If you are unable to join the conference call on May 13, 2015, the rebroadcast number is 1-888-203-1112 with the pass code of 5817913. This rebroadcast will be available through May 26, 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

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)



Quarters Ended




March 31,




2014


2015


REVENUE:






Dental practice revenue

$   15,472,734


$   15,388,974



Capitation revenue

1,333,664


1,198,550




16,806,398


16,587,524








DIRECT EXPENSES:






Clinical salaries and benefits

9,893,366


9,944,817



Dental supplies

691,692


745,484



Laboratory fees

804,003


810,377



Occupancy

1,458,394


1,474,673



Advertising and marketing

229,925


160,887



Depreciation and amortization

967,263


1,109,871



General and administrative

1,429,905


1,257,765




15,474,548


15,503,874









Contribution from dental offices

1,331,850


1,083,650








CORPORATE EXPENSES:






General and administrative 

1,169,145

(1)

1,075,005

(1)


Depreciation and amortization

54,640


55,335








OPERATING INCOME/(LOSS)

108,065


(46,690)



Interest expense, net

27,194


28,516








INCOME/(LOSS) BEFORE INCOME TAXES

80,871


(75,206)



Income tax expense/(benefit)

31,540


(29,330)








NET INCOME/(LOSS)

$          49,331


$        (45,876)









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

$              0.03


$            (0.02)









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

$              0.03


$            (0.02)









Cash dividends per share of Common Stock

$              0.22


$              0.22









Weighted average number of shares of






Common Stock and dilutive securities: 






Basic

1,854,455


1,859,689









Diluted

1,864,708


1,859,689




(1)

Corporate expenses - general and administrative includes $100,430 and $80,773 of stock-based compensation expense pursuant to ASC Topic 718 for the quarters ended March 31, 2014 and 2015, respectively.

BIRNER DENTAL MANAGEMENT SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)



December 31, 


March 31,

ASSETS

2014


2015

CURRENT ASSETS:





Cash and cash equivalents

$         310,229


$             440,128


Accounts receivable, net of allowance for doubtful





accounts of approximately $420,000 and $390,000, respectively

3,185,136


3,706,957


Notes receivable

34,195


34,195


Deferred tax asset

614,944


553,013


Prepaid expenses and other assets

520,187


603,659







Total current assets

4,664,691


5,337,952






PROPERTY AND EQUIPMENT, net

11,258,025


10,491,671






OTHER NONCURRENT ASSETS:





Intangible assets, net

8,410,535


8,199,071


Deferred charges and other assets

160,853


158,553


Notes receivable

82,929


76,103







Total assets

$    24,577,033


$        24,263,350






LIABILITIES AND SHAREHOLDERS' EQUITY









CURRENT LIABILITIES:





Accounts payable 

$      2,912,162


$          2,497,723


Accrued expenses

1,557,811


1,362,191


Accrued payroll and related expenses

2,511,953


2,894,548


Income taxes payable

6,638


195,896







Total current liabilities

6,988,564


6,950,358






LONG-TERM LIABILITIES:





Deferred tax liability, net

2,951,321


2,665,652


Long-term debt

9,833,453


10,220,051


Other long-term obligations

1,046,633


1,044,461







Total liabilities

20,819,971


20,880,522






SHAREHOLDERS' EQUITY:





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





authorized; none outstanding

-


-


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





1,859,689 shares issued and outstanding

1,214,056


1,294,829


Retained earnings

2,543,006


2,087,999







Total shareholders' equity

3,757,062


3,382,828







Total liabilities and shareholders' equity

$    24,577,033


$        24,263,350

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 and income tax expense/(benefit) to net income/(loss) as in the table below.





Quarters





Ended March 31,





2014


2015

RECONCILIATION OF EBITDA:





Net income/(loss)

$49,331


($45,876)


Add back:






Depreciation and amortization - Offices

967,263


1,109,871



Depreciation and amortization - Corporate

54,640


55,335



Stock-based compensation expense

100,430


80,773



Interest expense, net

27,194


28,516



Income tax expense/(benefit)

31,540


(29,330)








Adjusted EBITDA

$1,230,398


$1,199,289





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