0001144204-11-040748.txt : 20110715 0001144204-11-040748.hdr.sgml : 20110715 20110715134505 ACCESSION NUMBER: 0001144204-11-040748 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110715 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110715 DATE AS OF CHANGE: 20110715 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REMEDENT, INC. CENTRAL INDEX KEY: 0001078037 STANDARD INDUSTRIAL CLASSIFICATION: DENTAL EQUIPMENT & SUPPLIES [3843] IRS NUMBER: 860837251 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15975 FILM NUMBER: 11970137 BUSINESS ADDRESS: STREET 1: BELGIUM ZUIDERLAAN 1-3 BUS 8 CITY: GHENT STATE: C9 ZIP: 9000 BUSINESS PHONE: 011-32-9-321-7080 MAIL ADDRESS: STREET 1: BELGIUM ZUIDERLAAN 1-3 BUS 8 CITY: GHENT STATE: C9 ZIP: 9000 FORMER COMPANY: FORMER CONFORMED NAME: REMEDENT USA INC DATE OF NAME CHANGE: 20050609 FORMER COMPANY: FORMER CONFORMED NAME: REMEDENT USA INC/AZ DATE OF NAME CHANGE: 19991220 8-K 1 v228801_8k.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  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):  July 15, 2011


REMEDENT, INC.
(Exact name of Registrant as Specified in its Charter)


Nevada
(State or Other Jurisdiction of
Incorporation)
 
001-15975
(Commission File Number)
 
86-0837251
(IRS Employer
Identification No.)

BelgiumZuiderlaan 1-3 bus 8, 9000 Ghent, Belgium
 (Address of Principal Executive Offices)
 
N/A
(Zip Code)


011-329-321-7080
(Registrant's telephone number, including area code)


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):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

 

Section 2 – Financial Information

Item 2.02  Results of Operations and Financial Condition.

On July 15, 2011, the Company issued a press release reporting its financial results for the year and fourth quarter ended March 31, 2011, and announcing a conference call to discuss the results on Tuesday, July 19, 2011, at 7:00 a.m  Eastern time (10:00 a.m. Pacific time).

A copy of the press release is attached hereto as Exhibit 99.1 and  incorporated herein by reference.

Section  7 – Regulation FD

Item 7.01.  Regulation FD Disclosure

On July 15, 2011, the Company issued a press release reporting  its financial results for the year and quarter ended March 31, 2011, and announcing  conference call to discuss the financial results and plans for the remainder of the fiscal year, including efforts to focus resources on expansion in China, and reduce corporate overhead expenses, on Tuesday, July 19, 2011, at 7:00 a.m  Eastern time (10:00 a.m. Pacific time).

A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01  Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit No.
 
Exhibit Description
     
99.1
 
Press Release dated July 15, 2011
 
The information set forth under Items 2.02 and 7.01 of this Form 8-K and Exhibit 99.1 attached hereto are furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Exchange Act of 1934 or the Securities Act of 1933, whether made before or after the date hereof and irrespective of any general incorporation by reference language in any filing.

Portions of this report constitute “forward-looking statements” defined by federal law.  Although the Company believes any such statements are based on reasonable assumptions, there is no assurance that the actual outcomes will not be materially different. Any such statements are made in reliance on the “safe harbor” protections provided under the Private Securities Litigation Reform Act of 1995. Additional information about issues that could lead to material changes in the Company’s performance is contained in the Company’s filings with the Securities and Exchange Commission and may be accessed at www.sec.gov.
 
 
2

 

SIGNATURE

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.
 
 
REMEDENT, INC.,
 
 
a Nevada corporation
 
       
Dated:   July 15, 2011
By:
/s/ Stephen Ross
 
   
Stephen Ross
Chief Financial Officer
 
 
 
3

 
 
EX-99.1 2 v228801_ex99-1.htm Unassociated Document
Exhibit 99.1

Remedent Reports Fourth Quarter and Year End Results and to
Host a Conference Call at 10 AM EST, Tuesday, July 19, 2011

 
Gent, Belgium—(marketwire-07/15/2011)-Remedent, Inc. (OTC.BB:REMI-News), an international company specializing in research, development, and manufacturing of oral care and cosmetic dentistry products, reported results for the fourth quarter and for the year ended March 31, 2011 (in US Dollars).

Net sales for the fourth quarter increased 17% to $2.8 million from $2.4 million in the same year ago quarter. The increase in sales is attributable to increased sales in Asia.

Loss from operations in the fourth quarter was a loss of $933,000 compared to a loss of $462,330 in the same year ago quarter.

Net sales for the year increased by $4.25 million 52% to $12.5 million in the year ended March 31, 2011 as compared to $8.25 million of sales in the year ended March 31, 2010. Net loss for the year ended March 31, 2011 was $1.5 million or $ (.08) per share, as compared with a loss of $2.4 million, or $ (0.12) per share for the year ended March 31, 2010.

Cash and Cash equivalents totaled $1.6 million at March 31, 2011 as opposed to $614,000 at March 31, 2010.

Management Commentary:

“Our investment in our Chinese operations continues to exceed our expectations. For the year ended March 31, 2011, Glamsmile Asia generated approximately $850 thousand dollars in net income prior to tax. We anticipate further growth in China as a new fourth studio is expected to open in Wenzhou, China  in September, 2011.

Our net loss for the year was negatively impacted by an impairment loss of $750,000 for Soca Networks Singapore, an investment made in a production facility to produce our Glamsmile veneers. The investment was made in two installments of $375,000 each, with the last payment being made in March 2008. Since management believes that the time-frame for recovery cannot be predicted with any certainty and as a result we took a 100% impairment allowance at year-end. In addition to this, our results were also impacted by the write off of approximately $100,000 for certain patents which are unrelated to our veneer market and current strategic plan.  In addition, our results also reflect a deferred revenue of $475,250 for an advance payment we received for veneers. Upon delivery of the veneers, the cost of goods sold will be recorded and the revenue recognized.

For the remainder of the fiscal year, management intends to focus its efforts and resources on expanding and developing its Chinese operations, where it sees growth and potential. This focus may include changing the name of our entity from Remedent Inc., to Glamsmile Inc., and seeking additional board members who have relevant experience with our business, particularly in the dental market in Asia.  In addition, management intends to focus on reducing current and future corporate overhead expenses, by consolidating some of its operations and repositioning the strategy of its USA and European operations on establishing revenue streams through royalty agreements for its products.
 
We certainly are looking forward to getting Glamsmile Asia positioned as one of the leading dental brands luxury brands in China as well as the neighboring  nearby other emerging Asian markets” said Guy De Vreese the CEO of Remedent.
 
 
 

 

Conference Call Information:

Remedent will host a conference call on Tuesday, July 19, 2011 at 10:00 a.m. Eastern Standard Time (7:00 a.m. Pacific Standard Time) to discuss these results and its strategic plans for the future. A question and answer session will follow management’s presentation.

To participate in this call, dial the appropriate number 5-10 minutes prior to the start time.
Date: Tuesday, July 19, 2011
Time: 10:00 a.m. Eastern Standard Time. (7:00 a.m. Pacific Standard Time)
Dial in Number: 1-866-226-1792

A telephone replay of the call will be available until August 15, 2011
Toll Free Replay Number: 1-800-408-3053
Replay Password: 6787766
 
About Remedent
 
Remedent, Inc. specializes in the research, development, manufacturing and marketing of oral care and cosmetic dentistry products. The company serves professional dental industry with breakthrough technology for dental veneers. These products are supported by a line of professional veneer whitening and teeth sensitivity solutions. Headquartered in Belgium, Remedent distributes its products to more than 35 countries worldwide. For more information, go to www.remedent.com.
 
Forward-Looking Statements
 
Statements in this press release that are "forward-looking statements" are based on current expectations and assumptions that are subject to risks and uncertainties. Such forward-looking statements involve known and unknown risks, uncertainties and other unknown factors that could cause Remedent's actual operating results to be materially different from any historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements that explicitly describe these risks and uncertainties, readers are urged to consider statements that contain terms such as "believes," "belief," "expects," "expect," "intends," "intend," "anticipate," "anticipates," "plans," "plan," "projects," "project," to be uncertain and forward-looking. Actual results could differ materially because of factors such as Remedent's ability to achieve the synergies and value creation contemplated by the proposed transaction. For further information regarding risks and uncertainties associated with Remedent's business, please refer to the risk factors described in Remedent's filings with the Securities and Exchange Commission, including, but not limited to, its annual report on Form 10-K and quarterly reports on Form 10-Q. We undertake no duty to revise or update any forward-looking statements to reflect events or circumstances after the date of this press release.
 
 
 

 

REMEDENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

   
For the years ended
March 31,
 
   
2011
   
2010
 
Net sales
 
$
12,581,708
   
$
8,247,940
 
Cost of sales
   
3,947,699
     
4,322,680
 
Gross profit
   
8,634,009
     
3,925,260
 
Operating Expenses
               
Research and development
   
429,244
     
271,195
 
Sales and marketing
   
2,220,686
     
1,352,260
 
General and administrative
   
4,972,982
     
4,524,324
 
Depreciation and amortization
   
779,883
     
726,499
 
TOTAL OPERATING EXPENSES
   
8,402,795
     
6,874,278
 
OPERATING INCOME (LOSS)
   
231,214
     
(2,949,018
)
NON-OPERATING (EXPENSE) INCOME
               
Impairment of long-term investments and advances
   
(750,000
)
   
 
Warrants issued pursuant to Distribution Agreements
   
     
(168,238
)
Interest expense
   
(260,235
)
   
(171,364
)
Interest income
   
159,289
     
170,244
 
TOTAL OTHER INCOME (EXPENSES)
   
(850,946
)
   
(169,358
)
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
   
(619,732)
     
(3,118,376
)
Income tax expense
   
(220,297
)
   
(14,242
)
NET INCOME (LOSS)
   
(840,029)
     
(3,132,618
)
NET INCOME (LOSS) ATTRIBUTABLE TO NON-CONTROLLING INTERESTS
   
(707,146)
     
(782,703
NET LOSS ATTRIBUTABLE TO REMEDENT INC. Common Stockholders
 
$
(1,547,175
)
 
$
(2,349,915
)
LOSS PER SHARE
               
Basic and fully diluted
 
$
(0.08
)
 
$
(0.12
)
WEIGHTED AVERAGE SHARES OUTSTANDING
               
Basic and fully diluted
   
19,995,969
     
19,995,969
 
       
Net Loss attributable to Remedent, Inc. common shareholders
 
$
(1,547,175
)
 
$
(2,349,915
)
OTHER COMPREHENSIVE INCOME (LOSS):
               
Foreign currency translation adjustment
   
(184,890
)
   
(9,464
)
Total Other Comprehensive loss
   
(1,732,065
)
   
(2,359,379
)
                 
LESS: COMPREHENSIVE INCOME ATTRIBUTABLE TO NON-CONTROLLING INTEREST
   
21,996
     
7,130
 
                 
COMPREHENSIVE (LOSS) ATTRIBUTABLE TO REMEDENT, INC. common shareholders
 
$
(1,710,069
)
 
$
(2,366,509
)
 
 
 

 

REMEDENT, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
 
   
March 31, 2011
   
March 31, 2010
 
ASSETS
           
CURRENT ASSETS:
           
Cash and cash equivalents
 
$
1,662,520
   
$
613,466
 
Accounts receivable, net of allowance for doubtful accounts of $28,975 at March 31, 2011 and $65,845 at March 31, 2010
   
2,764,651
     
806,931
 
Inventories, net
   
2,164,046
     
2,161,692
 
Prepaid expense
   
762,953
     
920,487
 
Total current assets
   
7,354,170
     
4,502,576
 
PROPERTY AND EQUIPMENT, NET
   
1,401,735
     
1,735,719
 
OTHER ASSETS
               
Long term investments and advances
   
     
750,000
 
Patents, net
   
166,746
     
246,992
 
Goodwill
   
699,635
     
699,635
 
Total assets
 
$
9,622,286
   
$
7,934,922
 
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
               
CURRENT LIABILITIES:
               
Current portion, long term debt
 
$
184,679
   
$
215,489
 
Line of Credit
   
2,160,674
     
674,600
 
Short term loan
   
400,000
     
 
Accounts payable
   
1,744,253
     
1,932,684
 
Accrued liabilities
   
1,256,148
     
491,536
 
Deferred revenue
   
475,250
     
 
Due to related parties
   
95,354
     
268,484
 
Total current liabilities
   
6,316,358
     
3,582,793
 
Long term debt less current portion
   
273,557
     
425,882
 
Total liabilities
   
6,589,915
     
4,008,675
 
                 
EQUITY:
               
Preferred Stock $0.001 par value (10,000,000 shares authorized, none issued and outstanding)
   
     
 
Common stock, $0.001 par value; (50,000,000 shares authorized, 19,995,969 shares issued and outstanding at March 31, 2011 and March 31, 2010 respectively)
   
19,996
     
19,996
 
Treasury stock, at cost; 723,000 shares outstanding at March 31, 2011 and March 31, 2010 respectively
   
(831,450
)
   
(831,450
)
Additional paid-in capital
   
24,855,883
     
24,742,201
 
Accumulated deficit
   
(21,113,118
)
   
(19,565,943
)
Accumulated other comprehensive income (loss) (foreign currency translation adjustment)
   
(834,949
)
   
(650,059
)
Obligation to issue shares
   
97,500
     
97,500
 
Total Remedent, Inc. stockholders’ equity
   
2,193,862
     
3,812,245
 
Non-controlling interest
   
838,509
     
114,002
 
Total stockholders’ equity
   
3,032,371
     
3,926,247
 
Total liabilities and equity
 
$
9,622,286
   
$
7,934,922