Form 8-K BIRNER DENTAL MANAGEMENT For: May 13

May 13, 2016 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, 2016

 

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, 2016, Birner Dental Management Services, Inc. issued the attached press release reporting its financial results for the quarter ended March 31, 2016. 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, 2016.

  

 

 

 

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, 2016 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, 2016.

 

 

 

 

 

 
Exhibit 99.1
 

Birner Dental Management Services, Inc. Announces Results For 1Q 2016

DENVER, May 13, 2016 /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, 2016. For the quarter ended March 31, 2016, revenue decreased $156,000, or 0.9%, to $16.4 million. The Company's earnings before interest, taxes, depreciation, amortization, and stock-based compensation expense ("Adjusted EBITDA") decreased $195,000, or 16.3%, to $1.0 million. Net loss for the quarter ended March 31, 2016 increased $54,000 to $(100,000) compared to $(46,000) for the quarter ended March 31, 2015. Loss per share increased to $(0.05) for the quarter ended March 31, 2016 compared to $(0.02) for the quarter ended March 31, 2015.

Significantly contributing to the decrease in Adjusted EBITDA during the quarter ended March 31, 2016 was negative Adjusted EBITDA from the Company's two most recently opened de novo offices. The Company's de novo offices typically take a period of time after opening before they generate positive Adjusted EBITDA. These two offices had negative Adjusted EBITDA of $210,000 for the quarter ended March 31, 2016. Aggregate Adjusted EBITDA of the six de novo offices opened since the fourth quarter of 2012 and prior to the two most recently opened de novo offices referred to above improved from $(111,000) in the quarter ended March 31, 2015 to $(52,000) in the quarter ended March 31, 2016, with three of these six de novo offices contributing positive Adjusted EBITDA.

Since the beginning of the fourth quarter of 2012, the Company has opened eight 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; in Scottsdale, Arizona in October 2014; in Albuquerque, New Mexico in September 2015; and in Commerce City, Colorado in January 2016. As previously announced, the Company does not intend to open any additional de novo offices for the balance of the year. Instead, the Company will focus on gaining profitability in its most recently opened offices and its existing facilities, filling excess capacity in its offices, and paying down bank debt. The Company's objective is to strengthen its operating performance such that it can resume paying dividends and otherwise enhance shareholder value.

During the quarter ended March 31, 2016, the Company paid approximately $409,000 in dividends to its shareholders, had capital expenditures of $246,000 and increased total bank debt outstanding by approximately $910,000. On March 29, 2016, the Company entered into a new credit facility with Guaranty Bank and Trust Company, borrowings under which were used to repay the indebtedness under and terminate a prior credit facility that had a principal balance of $10.6 million. Partially contributing to the increased bank debt was a requirement that the Company temporarily have debt outstanding at the bank under the prior credit facility pending the payment of outstanding checks.

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 69 dental offices, of which 36 were acquired and 33 were de novo developments. As of March 31, 2016, the Company had 112 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, 2016 on Friday, May 13, 2016 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 1-888-287-5563 and refer to Confirmation Code 3420128 approximately five minutes prior to the scheduled time. If you are unable to join the conference call on May 13, 2016, the rebroadcast number is 1-888-203-1112 with the pass code of 3420128. This rebroadcast will be available through May 27, 2016.

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 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 the Company's prospects and performance in future periods, including the amount of bank debt, performance of de novo offices and the payment of dividends. 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, including the Company's Form 10-K for the year ended December 31, 2015. 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,




2015


2016


REVENUE:






Dental practice revenue

$  15,388,974


$  15,366,543



Capitation revenue

1,198,550


1,064,690




16,587,524


16,431,233








DIRECT EXPENSES:






Clinical salaries and benefits

9,944,817


9,870,950



Dental supplies

745,484


725,273



Laboratory fees

810,377


871,615



Occupancy

1,474,673


1,566,805



Advertising and marketing

160,887


158,870



Depreciation and amortization

1,109,871


1,020,091



General and administrative

1,257,765


1,403,210




15,503,874


15,616,814









Contribution from dental offices

1,083,650


814,419








CORPORATE EXPENSES:






General and administrative 

1,075,005

(1)

876,906

(1)


Depreciation and amortization

55,335


62,799








OPERATING LOSS

(46,690)


(125,286)



Interest expense, net

28,516


39,322








LOSS BEFORE INCOME TAXES

(75,206)


(164,608)



Income tax benefit

(29,330)


(64,198)








NET LOSS

$       (45,876)


$     (100,410)









Net loss per share of Common Stock - Basic

$           (0.02)


$           (0.05)









Net loss per share of Common Stock - Diluted

$           (0.02)


$           (0.05)









Cash dividends per share of Common Stock

$             0.22


$                -









Weighted average number of shares of






Common Stock and dilutive securities: 






Basic

1,859,689


1,860,482









Diluted

1,859,689


1,860,482




(1)

Corporate expenses - general and administrative includes $80,773 and $46,707 of stock-based compensation expense pursuant to ASC Topic 718 for the quarters ended March 31, 2015 and 2016, respectively.

BIRNER DENTAL MANAGEMENT SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)



December 31, 


March 31,

ASSETS

2015


2016

CURRENT ASSETS:





Cash

$        258,801


$        525,598


Accounts receivable, net of allowance for doubtful accounts of approximately $390,000 and $390,000, respectively

3,043,655


3,482,873


Note receivable

34,195


34,195


Deferred tax asset

275,907


287,875


Income tax receivable

73,878


-


Prepaid expenses and other assets

575,770


799,862







Total current assets

4,262,206


5,130,403






PROPERTY AND EQUIPMENT, net

9,808,014


9,182,513






OTHER NONCURRENT ASSETS:





Intangible assets, net

7,565,648


7,354,507


Deferred charges and other assets

155,741


155,741


Note receivable

55,002


47,755







Total assets

$   21,846,611


$   21,870,919






LIABILITIES AND SHAREHOLDERS' EQUITY









CURRENT LIABILITIES:





Accounts payable 

$     2,920,998


$     2,246,412


Accrued expenses

1,547,915


980,154


Accrued payroll and related expenses

2,330,398


2,703,232


Income taxes payable

-


150,709


Current maturities of long-term debt

1,500,000


2,000,000







Total current liabilities

8,299,311


8,080,507






LONG-TERM LIABILITIES:





Deferred tax liability, net

2,242,800


2,050,984


Long-term debt

8,707,578


9,117,598


Other long-term obligations

949,554


1,037,025







Total liabilities

20,199,243


20,286,114






SHAREHOLDERS' EQUITY:





Preferred Stock, no par value, 10,000,000 shares authorized; none outstanding

-


-


Common Stock, no par value, 20,000,000 shares authorized; 1,861,106 and 1,860,261 shares issued and outstanding, respectively

1,446,182


1,484,029


Retained earnings

201,186


100,776







Total shareholders' equity

1,647,368


1,584,805







Total liabilities and shareholders' equity

$   21,846,611


$   21,870,919

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 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 benefit to net loss as in the table below.





Quarters





Ended March 31,





2015


2016

RECONCILIATION OF EBITDA:





Net loss

($45,876)


($100,410)


Add back:






Depreciation and amortization - Offices

1,109,871


1,020,091



Depreciation and amortization - Corporate

55,335


62,799



Stock-based compensation expense

80,773


46,707



Interest expense, net

28,516


39,323



Income tax benefit

(29,330)


(64,198)








Adjusted EBITDA

$1,199,289


$1,004,312





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