-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BkOzP9TrEDduBIF8zzBp8LndwUecSAGuCdqXGcnCikXMlOH0nyLHHxrmY6E6n0m7 4ypkq3oWzcmJn2fydGnBsw== 0001144204-10-059232.txt : 20101112 0001144204-10-059232.hdr.sgml : 20101111 20101112062854 ACCESSION NUMBER: 0001144204-10-059232 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101111 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20101112 DATE AS OF CHANGE: 20101112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIRNER DENTAL MANAGEMENT SERVICES INC CENTRAL INDEX KEY: 0000948072 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HEALTH SERVICES [8000] IRS NUMBER: 841307044 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23367 FILM NUMBER: 101182441 BUSINESS ADDRESS: STREET 1: 3801 E FLORIDA AVE STE 208 CITY: DENVER STATE: CO ZIP: 80218 BUSINESS PHONE: 3036910680 MAIL ADDRESS: STREET 1: 3801 EAST FLORIDA AVENUE STREET 2: SUITE 208 CITY: DENVER STATE: CO ZIP: 80210 8-K 1 v201903_8k.htm Unassociated Document
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)    November 11, 2010

 
 
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.)
   
3801 East Florida Avenue, Suite 508, 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):
 
q  Written communications pursuant to Rule 425 under the Securities Act (17 DFR 230.425)

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

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

q  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 November 11, 2010, Birner Dental Management Services, Inc. issued the attached press release reporting its financial results for the quarter and nine months ended September 30, 2010.  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 November 11, 2010.
 

 
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:  November 11, 2010 
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 November 11, 2010.
 

EX-99.1 2 v201903_ex99-1.htm

Birner Dental Management Services, Inc. Announces Earnings for 3Q 2010

DENVER, Nov. 11, 2010 /PRNewswire-FirstCall/ -- Bi rner Dental Management Services, Inc. (Nasdaq: BDMS), operators of PERFECT TEETH ® dental practices and Vantage Dental Implant Center, announced results for the third quarter and nine months ended September 30, 2010. For the quarter ended September 30, 2010, revenue increased $1.5 million, or 10.0%, to $16.0 million. The Company's earnings before, interest, taxes, depreciation, amortization, non-cash expense associated with stock-based compensation and discontinued operations ("Adjusted EBITDA") increased $89,000, or 5.3%, to $1.8 million. Income from continuing operations for the quarter ended September 30, 2010 increased $14,000, or 2.9%, to $486,000 compared to $472,000 for the same period of 2009. Earnings per share from continuing operations increased 4.0% to $0.26 compared to $0.25 for the quarter ended September 30, 2009. Net earnings per share increased 34.3%, to $.26 for the quarter ended September 30, 2010 compared to $.19 for the quarter ended September 30, 2009.  

For the quarter ended September 30, 2010, same store revenue (based on 59 offices open for the full period in each quarter) increased $289,000, or 2%, compared to the quarter ended September 30, 2009. The increase in same store revenue is primarily due to early results from a training program designed to improve the quality of care patients receive during their hygiene visits offset, in part, by the continuing impact of the sluggish economy. This training program was initiated during the second quarter of 2010 and was rolled out in stages to all other offices through the early fourth quarter of 2010. The Company anticipates realizing benefits from this program into the future as the initiatives become fully integrated into each of its offices. The balance of the $1.5 million revenue increase for the quarter ended September 30, 2010 was attributable to three offices that were acquired during the fourth quarter of 2009 and one de novo office in Albuquerque opened in February 2010.  

As previously announced, the Company opened the new Vantage Dental Implant Center in Denver, Colorado on October 13, 2010. The Vantage Dental Implant Center provides custom-designed dental implants with a team of expert oral surgeons, prosthodontists and specialists backed by the most advanced, state-of-the-art technology in the field.  Patients can generally complete treatment at the Vantage Dental Implant Center in one day without needing multiple visits to the center.

The Company's net income and Adjusted EBITDA for the quarter ended September 30, 2010, relative to its net income and adjusted EBITDA for the quarter ended September 30, 2009, were negatively affected by incremental spending of $120,000 for television advertising and marketing expenses in the Denver market and $170,000 of incremental training costs. The Company expects expenses at the Vantage Dental Implant Center to adversely impact the Company's earnings in the fourth quarter of 2010 and possibly for part of 2011.

For the nine months ended September 30, 2010, revenue increased $3.3 million, or 7.3%, to $48.2 million compared to the nine months ended September 30, 2009. The Company's Adjusted EBITDA decreased $299,000, or 5.3%, to $5.4 million.  Income from continuing operations for the nine months ended September 30, 2010 decreased $292,000, or 16.0%, to $1.5 million compared to $1.8 million for the same period of 2009. Earnings per share from continuing operations decreased 15.6% for the nine months ended September 30, 2010 compared to the same period in 2009. Net earnings per share decreased 21.0%, to $.65 for the nine months ended September 30, 2010 compared to $.82 for the nine months ended September 30, 2009.

The increase in revenue of $3.3 million for the nine months ended September 30, 2010 is primarily attributable to the three acquired offices and the one de novo office, which accounted for a total of $3.4 million in revenue thus far this year.  Same store revenue (based on 59 offices open for the full nine months in each year) decreased $119,000, or 0.2%.  

Net income for the nine months ended September 30, 2010 includes a loss on discontinued operations of $296,000, net of income tax benefit, as a result of the Company closing two offices in the Phoenix, Arizona market in May 2010 because of poor operating performance.  Net income for the nine months ended September 30, 2009 includes an operating loss on discontinued operations of $262,000, net of income tax benefit.  The Company's net income and Adjusted EBITDA for the nine months ending September 30, 2010, relative to its net income and Adjusted EBITDA for the nine months ending September 30, 2009, were negatively affected by $346,000 of television advertising costs and marketing expenses in the Denver market and $256,000 of incremental training costs.  

During the first nine months of 2010, the Company had capital expenditures of $2.1 million, purchased 34,738 shares of its Common Stock for approximately $587,000 and paid out approximately $1.1 million in dividends to its shareholders while decreasing total bank debt outstanding by approximately $862,000.  On August 10, 2010, the Company's Board of Directors approved an additional $1,000,000 of stock repurchases.  Common Stock repurchases may be made from time to time as the Company's management deems appropriate.

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 64 dental offices, of which 38 were acquired and 26 were de novo developments.  The Company currently has 115 dentists.  The Company operates its dental offices under the PERFECT TEETH® name. Birner Dental also operates one Vantage Dental Implant Center in Colorado.

The Company previously announced it would conduct a conference call to review results for the quarter ended September 30, 2010 on Thursday, November 11, 2010 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 1-888-686-9705 and refer to Confirmation Code 9804325 approximately five minutes prior to the scheduled time. If you are unable to join the conference call on November 11, the rebroadcast number is 1-888-203-1112 with the pass code of 9804325. This rebroadcast will be available through November 25, 2010.

Non-GAAP Disclosures

This press release includes a non-GAAP financial measure with respect to Adjusted EBITDA.  The non-GAAP financial measure included in this press release may be different from, and therefore may not be comparable to, similar measures used by other companies.  Please see the last page of this release for more information on the reconciliation of Adjusted EBITDA to GAAP measures.

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 growth prospects and performance in 2010 and other future periods, implied future results as a result of the Company's training program to improve productivity of its dentists and hygienists and results at the Vantage Dental Implant Center opened in October 2010.  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, performances, 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 f orward-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 INCOME


(UNAUDITED)




Quarters Ended


Nine Months Ended




September 30,


September 30,




2009


2010


2009


2010












REVENUE:

$  14,588,691


$  16,049,646


$  44,963,723


$  48,243,182












DIRECT EXPENSES:










Clinical salaries and benefits

8,434,145


8,970,172


25,872,853


27,445,532



Dental supplies

568,200


730,339


1,678,634


1,975,194



Laboratory fees

646,717


660,160


1,958,880


2,076,093



Occupancy

1,179,136


1,320,627


3,514,062


3,908,228



Advertising and marketing

135,718


226,083


313,839


707,422



Depreciation and amortization

552,213


630,139


1,683,666


1,788,269



General and administrative

1,138,382


1,422,274


3,398,301


4,019,773




12,654,511


13,959,794


38,420,235


41,920,511













Contribution from dental offices

1,934,180


2,089,852


6,543,488


6,322,671












CORPORATE EXPENSES:










General and administrative

1,049,806

(1)

1,186,046

(1)

3,212,726

(2)

3,441,372

(2)


Depreciation and amortization

21,170


19,542


65,720


63,489












OPERATING INCOME

863,204


884,264


3,265,042


2,817,810



Interest expense, net

49,797


32,524


119,755


129,543












INCOME FROM CONTINUING OPERATIONS










  BEFORE INCOME TAXES

813,407


851,740


3,145,287


2,688,267



Income tax expense

341,633


366,217


1,321,021


1,155,924












INCOME FROM CONTINUING OPERATIONS

471,774


485,523


1,824,266


1,532,343












DISCONTINUED OPERATIONS:










Operating (loss) attributable to assets disposed of

(183,144)


0


(451,880)


(250,125)



(Loss) recognized on dispositions

- -


0


- -


(268,598)



Income tax benefit

76,920


0


189,790


223,051












LOSS ON DISCONTINUED OPERATIONS

(106,224)


0


(262,090)


(295,672)












NET INCOME

$       365,550


$       485,523


$    1,562,176


$    1,236,671












Net income per share of Common Stock - Basic










Continuing Operations

$             0.25


$             0.26


$             0.98


$             0.82



Discontinued Operations

(0.05)


- -


(0.14)


(0.15)


Net income per share of Common Stock - Basic

$             0.20


$             0.26


$             0.84


$             0.67












Net income per share of Common Stock - Diluted










Continuing Operations

$             0.25


$             0.26


$             0.96


$             0.81



Discontinued Operations

(0.06)


- -


(0.14)


(0.16)


Net income per share of Common Stock - Diluted

$             0.19


$             0.26


$             0.82


$             0.65












Cash dividends per share of Common Stock

$             0.17


$             0.20


$             0.51


$             0.60












Weighted average number of shares of









Common Stock and dilutive securities:










Basic

1,872,924


1,851,828


1,863,054


1,859,470













Diluted

1,914,748


1,893,082


1,896,252


1,899,203














(1)

Corporate expense - general and administrative includes $163,693 of stock-based compensation expense pursuant to ASC Topic 718 and $81,792 related to a long-term incentive program for the quarter ended September 30, 2009 and $153,020 of stock-based compensation expense pursuant to ASC Topic 718 and $84,348 related to a long-term incentive program for the quarter ended September 30, 2010.

(2)

Corporate expense - general and administrative includes $498,786 of stock-based compensation expense pursuant to ASC Topic 718 and $163,584 related to a long-term incentive program for the nine months ended September 30, 2009 and $454,781 of stock-based compensation expense pursuant to ASC Topic 718 and $253,044 related to a long-term incentive program for the nine months ended September 30, 2010.



BIRNER DENTAL MANAGEMENT SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS








December 31,


September 30,

ASSETS

2009


2010



**


(Unaudited)

CURRENT ASSETS:





Cash and cash equivalents

$             779,622


$             859,332


Accounts receivable, net of allowance for doubtful





accounts of $371,762 and $343,582 respectively

3,124,160


3,297,174


Deferred tax asset

195,170


195,170


Prepaid expenses and other assets

433,222


613,990







Total current assets

4,532,174


4,965,666






PROPERTY AND EQUIPMENT, net

3,532,011


4,838,996






OTHER NONCURRENT ASSETS:





Intangible assets, net

12,842,285


12,167,020


Deferred charges and other assets

153,734


155,674


Notes receivable

191,557


172,141







Total assets

$        21,251,761


$        22,299,497






LIABILITIES AND SHAREHOLDERS’ EQUITY









CURRENT LIABILITIES:





Accounts payable

$          1,934,468


$          1,926,932


Accrued expenses

1,716,395


2,736,634


Accrued payroll and related expenses

1,795,968


2,185,307


Income taxes payable

267,160


- -


Current maturities of long-term debt

920,000


920,000


Liabilities related to discontinued operations

- -


77,520







Total current liabilities

6,633,991


7,846,393






LONG-TERM LIABILITIES:





Deferred tax liability, net

526,036


871,572


Long-term debt, net of current maturities

4,362,024


3,500,000


Other long-term obligations

2,112,395


2,189,379







Total liabilities

13,634,446


14,407,344






SHAREHOLDERS' EQUITY:





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





authorized; none outstanding

- -


- -


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





1,858,135 and 1,849,656 shares issued and outstanding, respectively

164,255


303,973


Retained earnings

7,475,212


7,596,800


Accumulated other comprehensive loss

(22,152)


(8,620)







Total shareholders' equity

7,617,315


7,892,153







Total liabilities and shareholders' equity

$        21,251,761


$        22,299,497






**  Derived from the Company’s audited consolidated balance sheet at D ecember 31, 2009.



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. 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 can be made by adding discontinued operations before income tax expense, depreciation and amortization expense - Offices, depreciation and amortization expense – Corporate, stock-based compensation expense, interest expense, net and income tax expense to net income as in the table below.




Quarters


Nine Months




Ended September 30,


Ended September 30,




2009


2010


2009


2010

RECONCILIATION OF EBITDA:









Net income

$365,550


$485,523


$1,562,176


$1,236,671


Add back:










Discontinued operations










     (before income tax expense)

183,144


0


451,880


518,723



Depreciation and amortization - Offices

552,213


630,139


1,683,666


1,788,269



Depreciation and amortization - Corporate

21,170


19,542


65,720


63,489



Stock-based compensation expense

245,485


237,368


662,370


707,825



Interest expense, net

49,797


32,524


119,755


129,543



Income tax expense

264,713


366,217


1,131,231


932,873











Adjusted EBITDA

$1,682,072


$1,771,313


$5,676,798


$5,377,393















CONTACT:  Dennis Genty, Chief Financial Officer of Birner Dental Management Services, Inc., +1-303-691-0680

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