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EX-32.1 - EXHIBIT 32.1 - BIRNER DENTAL MANAGEMENT SERVICES INCex32_1.htm
EX-31.2 - EXHIBIT 31.2 - BIRNER DENTAL MANAGEMENT SERVICES INCex31_2.htm
EX-31.1 - EXHIBIT 31.1 - BIRNER DENTAL MANAGEMENT SERVICES INCex31_1.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q
(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended
September 30, 2013

OR
 
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from                                                                                                     to                                                                      

Commission file number 0-23367

BIRNER DENTAL MANAGEMENT SERVICES, INC.
(Exact name of registrant as specified in its charter)


COLORADO
 
84-1307044
(State or other jurisdiction of incorporation or organization)
 
(IRS Employer Identification No.)

1777 S. HARRISON STREET, SUITE 1400
DENVER, COLORADO
 
80210
(Address of principal executive offices)
(Zip Code)

(303) 691-0680
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes  x  No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  x  No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):
 
Large accelerated filer   o
Accelerated filer  o
Non-accelerated filer  o
Smaller reporting company   x
 
(Do not check if a smaller reporting company)
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes  o  No  x
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
 
 
Class
 
 
Shares Outstanding as of November 1, 2013
Common Stock, no par value
 
1,852,565




BIRNER DENTAL MANAGEMENT SERVICES, INC. AND SUBSIDIARIES
INDEX TO FORM 10-Q
 
PART I - FINANCIAL INFORMATION
 
 
 
 
Item 1.   Financial Statements
Page
 
 
 
 
3
 
 
 
 
4
 
 
 
 
5
 
 
 
 
6
 
 
 
 
8
 
 
 
Item 2.
13
 
 
 
Item 4.
23
 
 
 
PART II - OTHER INFORMATION
 
 
 
 
Item 2.
23
 
 
 
Item 6.
24
 
 
 
 
25


2

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

BIRNER DENTAL MANAGEMENT SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

 
 
December 31,
   
September 30,
 
ASSETS
 
2012
   
2013
 
CURRENT ASSETS:
 
   
 
Cash and cash equivalents
 
$
1,112,511
   
$
1,888,440
 
Accounts receivable, net of allowance for doubtful accounts of approximately $304,000 and $341,000, respectively
   
2,614,152
     
3,883,657
 
Notes receivable
   
165,718
     
149,268
 
Deferred tax asset
   
205,693
     
274,086
 
Income tax receivable
   
442,630
     
-
 
Prepaid expenses and other assets
   
482,297
     
675,448
 
 
               
Total current assets
   
5,023,001
     
6,870,899
 
 
               
PROPERTY AND EQUIPMENT, net
   
7,894,333
     
9,432,789
 
 
               
OTHER NONCURRENT ASSETS:
               
Intangible assets, net
   
10,193,488
     
9,518,010
 
Deferred charges and other assets
   
158,316
     
165,508
 
 
               
Total assets
 
$
23,269,138
   
$
25,987,206
 
 
               
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
 
               
CURRENT LIABILITIES:
               
Accounts payable
 
$
1,919,457
   
$
2,287,800
 
Accrued expenses
   
1,640,076
     
1,777,825
 
Accrued payroll and related expenses
   
1,718,417
     
2,352,055
 
Income taxes payable
   
-
     
35,694
 
Current maturities of long-term debt
   
400,000
     
33,033
 
 
               
Total current liabilities
   
5,677,950
     
6,486,407
 
 
               
LONG-TERM LIABILITIES:
               
Deferred tax liability, net
   
2,997,808
     
2,939,036
 
Long-term debt, net of current maturities
   
6,074,042
     
9,088,180
 
Other long-term obligations
   
1,547,369
     
937,499
 
 
               
Total liabilities
   
16,297,169
     
19,451,122
 
 
               
SHAREHOLDERS' EQUITY:
               
Preferred Stock, no par value, 10,000,000 shares authorized; none outstanding
   
-
     
-
 
Common Stock, no par value, 20,000,000 shares authorized;1,842,402 and 1,851,598 shares issued and outstanding, respectively
   
329,236
     
692,438
 
Retained earnings
   
6,642,733
     
5,843,646
 
 
               
Total shareholders' equity
   
6,971,969
     
6,536,084
 
 
               
Total liabilities and shareholders' equity
 
$
23,269,138
   
$
25,987,206
 

The accompanying notes are an integral part of these condensed consolidated financial statements.
3

BIRNER DENTAL MANAGEMENT SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
 
 
 
Quarters Ended
   
Nine Months Ended
 
 
 
September 30,
   
September 30,
 
 
 
2012
   
2013
   
2012
   
2013
 
REVENUE:
 
   
   
   
 
Dental practice revenue
 
$
14,214,489
   
$
14,654,444
   
$
43,341,132
   
$
44,830,421
 
Capitation revenue
   
1,494,934
     
1,406,627
     
4,343,406
     
4,271,244
 
 
   
15,709,423
     
16,061,071
     
47,684,538
     
49,101,665
 
 
                               
DIRECT EXPENSES:
                               
Clinical salaries and benefits
   
8,823,264
     
9,653,405
     
26,912,387
     
29,059,351
 
Dental supplies
   
689,283
     
701,332
     
2,078,765
     
2,139,576
 
Laboratory fees
   
751,534
     
775,255
     
2,303,063
     
2,333,963
 
Occupancy
   
1,401,550
     
1,498,608
     
4,137,110
     
4,410,146
 
Advertising and marketing
   
353,004
     
280,516
     
1,730,667
     
858,753
 
Depreciation and amortization
   
725,719
     
855,544
     
2,060,675
     
2,513,788
 
General and administrative
   
1,249,314
     
1,294,460
     
3,694,149
     
3,562,103
 
 
   
13,993,668
     
15,059,120
     
42,916,816
     
44,877,680
 
 
                               
Contribution from dental offices
   
1,715,755
     
1,001,951
     
4,767,722
     
4,223,985
 
 
                               
CORPORATE EXPENSES:
                               
General and administrative
   
1,018,319
(1)
   
1,109,573
(1)
   
3,205,073
(2)
   
3,512,392
(2)
Depreciation and amortization
   
41,308
     
50,016
     
118,467
     
145,767
 
 
                               
OPERATING INCOME/(LOSS)
   
656,128
     
(157,638
)
   
1,444,182
     
565,826
 
 
                               
OTHER INCOME (EXPENSE)
                               
Change in fair value of contingent liabilities
   
-
     
196,000
     
-
     
196,000
 
Interest (expense), net
   
(28,018
)
   
(36,795
)
   
(76,796
)
   
(70,307
)
 
                               
INCOME BEFORE INCOME TAXES
   
628,110
     
1,567
     
1,367,386
     
691,519
 
Income tax expense
   
244,963
     
612
     
533,281
     
269,693
 
 
                               
NET INCOME
 
$
383,147
   
$
955
   
$
834,105
   
$
421,826
 
 
                               
Net income per share of Common Stock - Basic
 
$
0.21
   
$
0.00
   
$
0.45
   
$
0.23
 
 
                               
Net income per share of Common Stock - Diluted
 
$
0.21
   
$
0.00
   
$
0.45
   
$
0.23
 
 
                               
Cash dividends per share of Common Stock
 
$
0.22
   
$
0.22
   
$
0.66
   
$
0.66
 
 
                               
Weighted average number of shares of Common Stock and dilutive securities:
                               
Basic
   
1,841,817
     
1,851,598
     
1,839,788
     
1,851,150
 
 
                               
Diluted
   
1,851,445
     
1,863,783
     
1,849,842
     
1,861,421
 

(1)
Corporate expense - general and administrative includes $127,621 of stock-based compensation expense pursuant to ASC Topic 718 for the quarter ended September 30, 2012 and  $114,291 of stock-based compensation expense pursuant to ASC Topic 718 for the quarter ended September 30, 2013.
(2)
Corporate expense - general and administrative includes $472,585 of stock-based compensation expense pursuant to ASC Topic 718 for the nine months ended September 30, 2012 and  $351,873 of stock-based compensation expense pursuant to ASC Topic 718 for the nine months ended September 30, 2013.
 
The accompanying notes are an integral part of these condensed consolidated financial statements.
4

BIRNER DENTAL MANAGEMENT SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(UNAUDITED)

 
 
Common Stock
   
Retained
Earnings
   
Total
Shareholders'
Equity
 
 
 
Shares
   
Amount
 
 
 
   
   
   
 
BALANCES, December 31, 2012
   
1,842,402
   
$
329,236
   
$
6,642,733
   
$
6,971,969
 
Common Stock options exercised
   
9,196
     
43,000
     
-
     
43,000
 
Tax expense of Common Stock options exercised
   
-
     
(31,671
)
   
-
     
(31,671
)
Dividends declared on Common Stock
   
-
     
-
     
(1,220,913
)
   
(1,220,913
)
Stock-based compensation expense
   
-
     
351,873
     
-
     
351,873
 
Net income, nine months ended September 30, 2013
   
-
     
-
     
421,826
     
421,826
 
 
                               
BALANCES, September 30, 2013
   
1,851,598
   
$
692,438
   
$
5,843,646
   
$
6,536,084
 
 
The accompanying notes are an integral part of these condensed consolidated financial statements.
5

BIRNER DENTAL MANAGEMENT SERVICES, INC. AND SUBSIDIARIES  
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 
 
Nine Months Ended
 
 
 
September 30,
 
 
 
2012
   
2013
 
CASH FLOWS FROM OPERATING ACTIVITIES:
 
   
 
Net income
 
$
834,105
   
$
421,826
 
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation and amortization
   
2,179,142
     
2,659,555
 
Stock-based compensation expense
   
472,585
     
351,873
 
Provision for doubtful accounts
   
422,261
     
276,236
 
Provision for (benefit from) deferred income taxes
   
-
     
(127,165
)
Change in fair value of contingent liabilities
   
-
     
(196,000
)
Changes in assets and liabilities net of effects from acquisitions:
               
Accounts receivable
   
(613,042
)
   
(1,545,741
)
Prepaid expenses and other assets
   
(19,843
)
   
(193,151
)
Deferred charges and other assets
   
5,826
     
(7,192
)
Accounts payable
   
(99,192
)
   
368,343
 
Accrued expenses
   
(240,632
)
   
336,995
 
Accrued payroll and related expenses
   
398,194
     
633,638
 
Income taxes payable/(receivable)
   
135,544
     
478,324
 
Other long-term obligations
   
(8,431
)
   
(415,140
)
Net cash provided by operating activities
   
3,466,517
     
3,042,401
 
 
               
CASH FLOWS USED IN INVESTING ACTIVITIES:
               
Capital expenditures
   
(3,055,563
)
   
(3,522,533
)
Notes receivable
   
23,101
     
16,450
 
Net cash used in investing activities
   
(3,032,462
)
   
(3,506,083
)
 
               
CASH FLOWS USED IN FINANCING ACTIVITIES:
               
Advances – line of credit
   
15,414,758
     
21,783,086
 
Repayments – line of credit
   
(16,430,668
)
   
(17,535,915
)
Advances – Term Loan
   
2,000,000
     
2,000,000
 
Repayments – Term Loan
   
-
     
(3,800,000
)
Proceeds from exercise of Common Stock options
   
-
     
43,000
 
Purchase and retirement of Common Stock
   
(621,697
)
   
-
 
Tax expense of Common Stock options exercised
   
-
     
(31,671
)
Common Stock cash dividends
   
(1,217,919
)
   
(1,218,889
)
Net cash provided by (used in) financing activities
   
(855,526
)
   
1,239,611
 
 
               
NET CHANGE IN CASH AND CASH EQUIVALENTS
   
(421,471
)
   
775,929
 
CASH AND CASH EQUIVALENTS, beginning of period
   
923,878
     
1,112,511
 
CASH AND CASH EQUIVALENTS, end of period
 
$
502,407
   
$
1,888,440
 
 
The accompanying notes are an integral part of these condensed consolidated financial statements.
6

BIRNER DENTAL MANAGEMENT SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

 
 
Nine Months Ended
 
 
 
September 30,
 
 
 
2012
   
2013
 
 
 
   
 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
 
   
 
 
 
   
 
Cash paid for interest
 
$
77,831
   
$
118,750
 
Cash paid for income taxes
 
$
397,737
   
$
172,104
 
 
NON-CASH ITEM:
 
Conversion of contingent liability to note payable
$ - $ 200,000
Conversion of contingent liability to accrued expenses
$ - $ 201,270
 
The accompanying notes are an integral part of these condensed consolidated financial statements.
7

BIRNER DENTAL MANAGEMENT SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2013
 
(1)
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The condensed consolidated financial statements included herein are unaudited and have been prepared by Birner Dental Management Services, Inc. (the “Company”) pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures included herein are adequate to make the information presented not misleading. A description of the Company’s accounting policies and other financial information is included in the audited consolidated financial statements as filed with the SEC in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to present fairly the financial position of the Company as of September 30, 2013 and the results of operations and cash flows for the periods presented.  All such adjustments are of a normal recurring nature.  The results of operations for the quarter and nine months ended September 30, 2013 are not necessarily indicative of the results that may be achieved for a full fiscal year and cannot be used to indicate financial performance for the entire year.

(2)
SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation/Basis of Consolidation

The accompanying condensed consolidated financial statements have been prepared on the accrual basis of accounting. These financial statements present the financial position and results of operations of the Company and the dental offices (“Offices”), which are under the control of the Company.  The Offices are organized as professional corporations (“P.C.s”) and the Company provides business services to the Offices under long-term management agreements (the “Management Agreements”).  All intercompany accounts and transactions have been eliminated in the consolidation.

The Company treats Offices as consolidated subsidiaries where it has a long-term and unilateral controlling financial interest over the assets and operations of the Offices. The Company maintains control of substantially all of its Offices via the Management Agreements. The Company is a business service organization and does not engage in the practice of dentistry or the provision of dental hygiene services. These services are provided by licensed professionals. Certain key features of these arrangements either enable the Company at any time and in its sole discretion to cause a change in the shareholder of the P.C. (i.e., ''nominee shareholder'') or allow the Company to vote the shares of stock held by the owner of the P.C. and to elect a majority of the board of directors of the P.C.  The accompanying condensed consolidated statements of income reflect revenue, which is the amount billed to patients less contractual adjustments. Direct expenses consist of all the expenses incurred in operating the Offices and paid by the Company.  Under the Management Agreements, the Company assumes responsibility for the management of most aspects of the Offices' business (the Company does not engage in the practice of dentistry or the provision of dental hygiene services), including personnel recruitment and training; comprehensive administrative, business and marketing support and advice; and facilities, equipment, and support personnel as required to operate the practices.

The Company prepares its consolidated financial statements in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, which provides for consolidation of variable interest entities (“VIEs”) of which the Company is the primary beneficiary. The Company has concluded that the P.C.s meet the definition of VIEs as defined by this standard and that the Company is the primary beneficiary of these VIEs.  This conclusion was reached because the Company has the power to direct significant activities of the VIEs and the Company is obligated to absorb losses of and/or provide rights to receive benefits from the VIEs.

Reclassifications

Certain amounts presented in prior years have been reclassified to conform to the current year’s presentation.  Such reclassifications had no effect on net income.

8

Revenue

Revenue is generally recognized when services are provided and are reported at estimated net realizable amounts due from insurance companies, preferred provider and health maintenance organizations (i.e., third-party payors) and patients for services rendered, net of contractual and other adjustments.  Dental services are billed and collected by the Company in the name of the Offices.

Revenue under certain third-party payor agreements is subject to audit and retroactive adjustments. To the Company’s knowledge, there are no material claims, disputes or other unsettled matters that exist concerning third-party reimbursements as of September 30, 2013.

Most of the Company’s patients are insured under third-party payor agreements. The Company’s billing system generates contractual adjustments for each patient encounter based on fee schedules for the patient’s insurance plan.  The services provided are attached to the patient’s fee schedule based on the insurance the patient has at the time the service is provided.  Therefore, the revenue that is recorded by the billing system is based on insurance contractual amounts. Additionally, each patient at the time of service signs a form agreeing that the patient is ultimately responsible for the contracted fee if the insurance company does not pay the fee for any reason.

Intangible Assets

The Company's dental practice acquisitions involve the purchase of tangible and intangible assets and the assumption of certain liabilities of the acquired dental Offices. As part of the purchase price allocation, the Company allocates the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed, based on estimated fair market values. Costs of acquisition in excess of the net estimated fair value of tangible assets acquired and liabilities assumed are allocated to the Management Agreement related to the Office. The Management Agreement represents the Company's right to manage the Offices during the 40-year term of the Management Agreement. The assigned value of the Management Agreement is amortized using the straight-line method over a period of 25 years.  Amortization remained constant at approximately $225,000 for the quarters ended September 30, 2013 and 2012, respectively.  Amortization was approximately $675,000 and $677,000 for the nine months ended September 30, 2013 and 2012, respectively.

The Management Agreements cannot be terminated by a P.C. without cause, consisting primarily of bankruptcy or material default by the Company.

If facts and circumstances indicate that the carrying value of long-lived and intangible assets may be impaired, the Company will perform an evaluation of recoverability. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset will be compared to the asset’s carrying amount to determine if a write-down to market value or discounted cash flow value is required.

Stock-Based Compensation Expense

The Company recognizes compensation expense on a straight line basis over the requisite service period of the award. Total stock-based compensation expense included in the Company’s condensed consolidated statements of income for the quarters ended September 30, 2013 and 2012 was approximately $114,000 and $128,000, respectively.  Total stock-based compensation expense included in the Company’s condensed consolidated statements of income for the nine months ended September 30, 2013 and 2012 was approximately $352,000 and $473,000, respectively.  Total stock-based compensation expense was recorded as a component of corporate general and administrative expense.
 
The Black-Scholes option-pricing model was used to estimate the option fair values. The option-pricing model requires a number of assumptions, of which the most significant are expected stock price volatility, the expected pre-vesting forfeiture rate, expected dividend rate and the expected option term (the amount of time from the grant date until the options are exercised or expire). Expected volatility was calculated based upon actual historical stock price movements over the most recent periods ended September 30, 2013 equal to the expected option term. Expected pre-vesting forfeitures were estimated based on historical pre-vesting forfeitures over the most recent periods ended September 30, 2013 for the expected option term.

9

Recent Accounting Pronouncements
 
In July 2013, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2013-11, Income Taxes (Topic 740) - Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.  Under ASU 2013-11, an entity must present an unrecognized tax benefit in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except that if and to the extent that a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date to settle any additional income taxes that would result from disallowance of a tax position, or the tax law does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, then the unrecognized tax benefit should be presented as a liability.  ASU 2013-11 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013.  The Company is researching whether the adoption of ASU 2013-11 will have a material impact on the Company’s consolidated financial statements.  

(3)
EARNINGS PER SHARE

The Company calculates earnings per share in accordance with ASC Topic 260.

 
 
Quarters Ended September 30,
 
 
 
2012
   
2013
 
 
 
Net Income
   
Shares
   
Per Share
Amount
   
Net Income
   
Shares
   
Per Share
Amount
 
 
 
   
   
   
   
   
 
Basic EPS
 
$
383,147
     
1,841,817
   
$
0.21
   
$
955
     
1,851,598
   
$
0.00
 
 
                                               
Effect of Dilutive Stock Options
   
-
     
9,628
     
-
     
-
     
12,185
     
-
 
 
                                               
Diluted EPS
 
$
383,147
     
1,851,445
   
$
0.21
   
$
955
     
1,863,783
   
$
0.00
 

The difference in weighted average shares outstanding between basic earnings per share and diluted earnings per share for the quarters ended September 30, 2013 and 2012 relates to the effect of 12,185 and 9,628, respectively, dilutive shares of the Company’s Common Stock (“Common Stock”) from stock options, which are included in total shares for the diluted earnings per share calculation.  For the quarters ended September 30, 2013 and 2012, options to purchase 437,333 and 423,600 shares, respectively, of Common Stock were not included in the computation of dilutive earnings per share because their effect was anti-dilutive.

 
 
Nine Months Ended September 30,
 
 
 
2012
   
2013
 
 
 
Net Income
   
Shares
   
Per Share
Amount
   
Net Income
   
Shares
   
Per Share
Amount
 
 
 
   
   
   
   
   
 
Basic EPS
 
$
834,105
     
1,839,788
   
$
0.45
   
$
421,826
     
1,851,150
   
$
0.23
 
 
                                               
Effect of Dilutive Stock Options
   
-
     
10,054
     
-
     
-
     
10,271
         
 
                                               
Diluted EPS
 
$
834,105
     
1,849,842
   
$
0.45
   
$
421,826
     
1,861,421
   
$
0.23
 

The difference in weighted average shares outstanding between basic earnings per share and diluted earnings per share for the nine months ended September 30, 2013 and 2012 relates to the effect of 10,271 and 10,054, respectively, dilutive shares of Common Stock from stock options, which are included in total shares for the diluted earnings per share calculation.  For the nine months ended September 30, 2013 and 2012, options to purchase 439,333 and 423,600 shares, respectively, of Common Stock were not included in the computation of dilutive earnings per share because their effect was anti-dilutive.

10

(4)
STOCK-BASED COMPENSATION PLANS

The Company’s shareholders approved the 2005 Equity Incentive Plan (“2005 Plan”) in June 2005.  An amendment to the 2005 Plan was approved at the June 2009 annual meeting of shareholders to increase the number of authorized shares of Common Stock issuable under the 2005 Plan from 425,000 shares to 625,000 shares.  An additional amendment to the 2005 Plan was approved at the June 2012 annual meeting of shareholders to increase the number of authorized shares of Common Stock issuable under the 2005 Plan by 150,000 shares from 625,000 shares to 775,000 shares.  The 2005 Plan provides for the grant of incentive stock options, restricted stock, restricted stock units and stock grants to employees (including officers and employee-directors) and non-statutory stock options to employees, directors and consultants. The objectives of the 2005 Plan are to attract and retain the best personnel and provide for additional performance incentives by providing employees with the opportunity to acquire equity in the Company.  As of September 30, 2013, there were 55,201 shares available for issuance under the 2005 Plan.  The 2005 Plan is administered by a committee of two or more independent directors from the Company’s Board of Directors (the “Committee”). The Committee determines the eligible individuals to whom awards under the 2005 Plan may be granted, as well as the time or times at which awards will be granted, the number of shares subject to awards to be granted to any eligible individual, the life of any award, and any other terms and conditions of the awards in addition to those contained in the 2005 Plan. As of September 30, 2013, there were 299,336 vested options and 204,664 unvested options under the 2005 Plan.

The Company uses the Black-Scholes option-pricing model to estimate the fair value of each option granted with the following weighted average assumptions:
 
 
 
Quarters Ended
September 30,
   
Nine Months Ended
September 30,
 
Valuation Assumptions
 
2012 (5)
   
2013
   
2012
   
2013
 
 
 
   
   
   
 
Expected life (1)
   
-
     
5.00
     
5.11
     
5.00
 
Risk-free interest rate (2)
   
-
     
1.38
%
   
0.90
%
   
0.89
%
Expected volatility (3)
   
-
     
50
%
   
50
%
   
50
%
Expected dividend yield
   
-
     
4.92
%
   
4.83
%
   
5.06
%
Expected Forfeiture (4)
   
-
     
17.72
%
   
-
     
17.72
%

__________________________________________________________________________________
(1)
The expected life, in years, of stock options is estimated based on historical experience.
(2)
The risk-free interest rate is based on U.S. Treasury bills whose term is consistent with the expected life of the stock options.
(3)
The expected volatility is estimated based on historical and current stock price data for the Company.
(4)
Forfeitures are estimated based on historical experience.
(5)
The Company did not issue any options during the quarter ended September 30, 2012.
 
A summary of option activity as of September 30, 2013, and changes during the nine months then ended, is presented below:

 
 
Number of
Options
   
Weighted-
Average
Exercise
Price
   
Range of
Exercise Prices
   
Weighted-
Average
Remaining
Contractual
Term (years)
   
Aggregate
Intrinsic
Value
(thousands)
 
Outstanding at December 31, 2012
   
477,767
   
$
18.63
   
$
10.75 - $21.85
     
4.3
   
$
223
 
Granted
   
87,000
   
$
17.38
   
$
17.25 - $18.16
                 
Exercised
   
(32,834
)
 
$
17.88
   
$
10.75 - $20.02
                 
Cancelled
   
(27,933
)
 
$
17.82
   
$
15.22 - $19.75
                 
 
                                       
Outstanding at September 30, 2013
   
504,000
   
$
18.51
   
$
10.75 - $21.85
     
3.99
   
$
476
 
 
                                       
Exercisable at September 30, 2013
   
299,336
   
$
18.96
   
$
10.75 - $21.85
     
2.9
   
$
252
 
 
11

The weighted average grant date fair values of options granted were $4.92 per share and $5.30 per share during the nine months ended September 30, 2013 and 2012, respectively.  Net cash proceeds from the exercise of stock options during the nine months ended September 30, 2013 and 2012 were $43,000 and $0, respectively.  The associated income tax effect from stock options exercised during the nine months ended September 30, 2013 and 2012 was approximately ($32,000) and $0, respectively.  As of the date of exercise, the total intrinsic values of options exercised during the nine months ended September 30, 2013 and 2012 were $146,741 and $141,964, respectively. As of September 30, 2013, there was approximately $609,000 of total unrecognized compensation expense related to non-vested stock options, which is expected to be recognized over a weighted average period of 2.13 years.

(5)
DIVIDENDS

The Company has declared and paid the following quarterly cash dividends.

Date Dividend Paid
 
Quarterly Dividend Paid
per Share
 
January 13, 2012; April 13, 2012; July 13, 2012; October 12, 2012
 
$
0.22
 
January 11, 2013; April 12, 2013; July 12, 2013; October 11, 2013
       

The payment of dividends in the future is subject to the discretion of the Company’s Board of Directors, and various factors may prevent the Company from paying dividends or require the Company to reduce the dividends. Such factors include the Company’s financial position, capital requirements and liquidity, the existence of a stock repurchase program, any loan agreement restrictions, state corporate law restrictions, results of operations and such other factors that the Company’s Board of Directors may consider relevant.

(6)
LINE OF CREDIT

On September 13, 2013, the Company as Borrower entered into a Credit Agreement (the “Credit Facility”) with Compass Bank, as Lender.  The Credit Facility allows the Company to borrow, on a revolving basis, an aggregate principal amount not to exceed $12.0 million.  Interest is computed at either the lender’s prime rate or at LIBOR rate plus 1.15% in effect from time to time at the Company’s option.  As of September 30, 2013, the Company’s LIBOR borrowing rate was 1.33% and the prime rate borrowing rate was 3.25%.  A commitment fee on the average daily unused amount of the revolving loan commitment is also assessed at a rate of 0.25% per annum, and is payable quarterly in arrears.  At September 30, 2013, the Company had approximately $8.9 million LIBOR rate borrowings outstanding and approximately $3.1 million available for borrowing under the Credit Facility.  The loan matures on September 13, 2016.  The Credit Facility is secured by substantially all of the assets of the Company.  The Credit Facility requires the Company to comply with certain affirmative and negative covenants, including maintaining a debt-to-EBITDA ratio of no more than 2.00 to 1.00 and a fixed charge coverage ratio of no less than 1.25 to 1.00, provided to the lender annually within 120 days after the end of each fiscal year.

On September 13, 2013, the Company terminated its credit facility with KeyBank National Association.  The Company repaid the outstanding $4.6 million principal amount plus accrued interest under the Credit Agreement with KeyBank with borrowings under the new Credit Facility.

(7)
TERM LOAN

On September 13, 2013, the Company terminated its Term Loan with KeyBank National Association.  The Company repaid the outstanding $3.6 million principal amount plus accrued interest under the Term Loan with borrowings under the new Credit Facility.

(8)
CONTINGENT LIABILITIES

As part of two dental Office acquisitions were completed in 2009 that are described below, the Company recorded contingent liabilities to recognize an estimated amount to be paid as part of the acquisition agreement.  These contingent liabilities were recorded at estimated fair values as of the date of acquisition, were payable beginning after four years from the acquisition date and were calculated at a multiple of the then trailing twelve-months operating cash flows.  The Company remeasures the contingent liability to fair value each reporting date until the contingency is resolved.

12

On September 30, 2009, the Company acquired the assets of an Arizona partnership and entered into a Management Agreement to manage the practice for a purchase price of $350,000, payable in cash, and an estimated fair value of contingent liabilities of $718,000 assumed in this acquisition. The contingent liabilities were recorded as of the date of acquisition, were payable beginning after four years from the acquisition date and were calculated at a multiple of then trailing twelve-months operating cash flows. During the quarter ended December 31, 2011, the Company remeasured the fair value of the contingent liabilities and reduced it by $300,000 to $418,000. The $300,000 was recognized as other income for the quarter. During the quarter ended September 30, 2013, the Company remeasured the fair value of the contingent liabilities and reduced it by $17,000 to $401,000. The $17,000 was recognized as other income for the quarter. The $401,000 of contingent liabilities became payable as of September 30, 2013. The Company reclassified from other long-term obligations $201,000 to accrued expenses, which was paid in October 2013. The remaining $200,000 is represented by a promissory note payable over five years with 5% interest.
 
On October 29, 2009, the Company acquired the assets of an Arizona partnership and entered into a Management Agreement to manage the practice for a purchase price of $700,000, payable in cash, and an estimated fair value of contingent liabilities of $850,000 assumed in this acquisition. The contingent liabilities were recorded as of the date of acquisition, were payable beginning after four years from the acquisition date and were calculated at a multiple of the then trailing twelve-months operating cash flows. During the quarter ended December 31, 2011, the Company remeasured the fair value of the contingent liabilities and reduced it by $250,000 to $600,000. The $250,000 was recognized as other income. During the quarter ended September 30, 2013, the Company remeasured the fair value of the contingent liabilities and reduced it by $179,000 to $421,000. The $179,000 was recognized as other income.

(9)
SUBSEQUENT EVENTS

The Company has leased space for two additional de novo Offices.  One Office, which is located in Monument, Colorado, will open in the fourth quarter of 2013.  The Company anticipates the second Office, which is located in Fort Collins, Colorado, is expected to open in the second quarter of 2014.  The Company anticipates it will require approximately $550,000 in capital expenditures to fully equip each de novo Office.  Additionally, the Company has signed a new lease to relocate and remodel one of its Offices located in Albuquerque, New Mexico that is anticipated to open in the first quarter of 2014.
 
In December 2013, the Company will consolidate the dental services of one of its Denver, Colorado Offices into another Office and subsequently close this Office.  The Company anticipates approximately $60,000 in expenses related to this consolidation.
 
ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements
 
The statements contained in this report that are not historical in nature are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this report that address activities, events or developments that we expect, believe, intend or anticipate will or may occur in the future, are forward-looking statements. When used in this document, the words “estimate,” “believe,” anticipate,” “project” and similar expressions are intended to identify forward-looking statements. Forward-looking statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. These forward-looking statements include statements in this Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” regarding intent, belief or current expectations of the Company or its officers with respect to the development of de novo offices or acquisition of additional dental practices (“Offices”) and the successful integration of such Offices into the Company’s network, recruitment of additional dentists, funding of the Company’s expansion, capital expenditures, payment or nonpayment of dividends and cash outlays for income taxes and other purposes.

Such forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from anticipated results. These risks and uncertainties include regulatory constraints, changes in laws or regulations concerning the practice of dentistry or dental practice management companies, the availability of suitable new markets and suitable locations within such markets, changes in the Company’s operating or expansion strategy, the general economy of the United States and the specific markets in which the Company’s Offices are located, trends in the health care, dental care and managed care industries, as well as the risk factors set forth in Item 1A. “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, and other factors as may be identified from time to time in the Company’s filings with the Securities and Exchange Commission or in the Company’s press releases.
 
General
 
The following discussion relates to factors that have affected the results of operations and financial condition of the Company for the quarters and nine months ended September 30, 2013 and 2012. This information should be read in conjunction with the Company’s condensed consolidated financial statements and related notes thereto included elsewhere in this report.
 
Overview
 
The Company was formed in May 1995 and currently manages 66 Offices in Colorado, New Mexico and Arizona staffed by 80 general dentists and 41 specialists. The Company derives all of its revenue from its Management Agreements with professional corporations (“P.C.s”), which conduct the practice at each Office. In addition, the Company assumes a number of responsibilities when it develops a de novo Office or acquires an existing dental practice.  These responsibilities are set forth in a Management Agreement, as described below.

The Company was formed with the intention of becoming the leading provider of business services to dental practices in Colorado. The Company’s growth and success in the Colorado market led to its expansion into the New Mexico and Arizona markets. The Company’s growth strategy is to focus on greater utilization of existing physical capacity through recruiting more dentists and support staff and through development of de novo Offices and selected acquisitions.

13

Critical Accounting Policies
 
The Company’s critical accounting policies are set forth in its Annual Report on Form 10-K for the year ended December 31, 2012.  There have been no changes to these policies since the filing of that report.
 
Components of Revenue and Expenses
 
Revenue represents the revenue of the Offices, reported at estimated realizable amounts, received from third-party payors and patients for dental services rendered at the Offices, net of contractual and other adjustments.  Substantially all of the Company’s patients are insured under third-party payor agreements.  The Company’s billing system generates contractual adjustments for each patient encounter based on fee schedules for the patient’s insurance plan.  The services provided are attached to the patient’s fee schedule based on the insurance the patient has at the time the service is provided.  Therefore, the revenue that is recorded by the billing system is based on insurance contractual amounts.  Additionally, each patient at the time of service signs a form agreeing that the patient is ultimately responsible for the contracted fee if the insurance company does not pay the fee for any reason.

Direct expenses consist of clinical salaries and benefits paid to dentists, dental hygienist and dental assistants and the expenses incurred by the Company in connection with managing the Offices, including salaries and benefits of other employees at the Offices, supplies, laboratory fees, occupancy costs, advertising and marketing, depreciation and amortization and general and administrative expenses (including office supplies, equipment leases, management information systems and other expenses related to dental practice operations). The Company also incurs personnel and administrative expenses in connection with maintaining a corporate function that provides management, administrative, marketing, development and professional services to the Offices.

Under each of the Management Agreements, the Company provides business and marketing services at the Offices, including (i) providing capital, (ii) designing and implementing advertising and marketing programs, (iii) negotiating for the purchase of supplies, (iv) staffing, (v) recruiting, (vi) training of non-dental personnel, (vii) billing and collecting patient fees, (viii) arranging for certain legal and accounting services, and (ix) negotiating with managed care organizations. The P.C. is responsible for, among other things, (i) supervision of all dentists, dental hygienists and dental assistants, (ii) complying with all laws, rules and regulations relating to dentists, dental hygienists and dental assistants, and (iii) maintaining proper patient records. The Company has made, and intends to make in the future, loans to P.C.s to fund their acquisition of dental assets from third parties in order to comply with state dental practice laws.  Because the Company’s financial statements are consolidated with the financial statements of the P.C.s, these loans are eliminated in consolidation.

Under the typical Management Agreement, the P.C. pays the Company a management fee equal to the Adjusted Gross Center Revenue of the P.C. less compensation paid to the dentists, dental hygienists and dental assistants employed at the Office of the P.C.  Adjusted Gross Center Revenue is comprised of all fees and charges booked each month by or on behalf of the P.C. as a result of dental services provided to patients at the Office, less any adjustments for uncollectible accounts, professional courtesies and other activities that do not generate a collectible fee. The Company’s costs include all direct and indirect costs, overhead and expenses relating to the Company’s provision of management services to the Office under the Management Agreement, including (i) salaries, benefits and other direct costs of Company employees who work at the Office, (ii) direct costs of all Company employees or consultants who provide services to or in connection with the Office, (iii) utilities, janitorial, laboratory, supplies, advertising and other expenses incurred by the Company in carrying out its obligations under the Management Agreement, (iv) depreciation expense associated with the P.C.’s assets and the assets of the Company used at the Office, and the amortization of intangible asset value relating to the Office, (v) interest expense on indebtedness incurred by the Company to finance any of its obligations under the Management Agreement, (vi) general and malpractice insurance expenses, lease expenses and dentist recruitment expenses, (vii) personal property and other taxes assessed against the Company’s or the P.C.’s assets used in connection with the operation of the Office, (viii) out-of-pocket expenses of the Company’s personnel related to mergers or acquisitions involving the P.C., (ix) corporate overhead charges or any other expenses of the Company including the P.C.’s pro rata share of the expenses of the accounting and computer services provided by the Company, and (x) a collection reserve in the amount of 5.0% of Adjusted Gross Center Revenue. As a result, substantially all costs associated with the provision of dental services at the Office are borne by the Company, except for the compensation of the dentists, dental hygienists and dental assistants who work at the Office.  This enables the Company to manage the profitability of the Offices.  Each Management Agreement is for a term of 40 years.  Each Management Agreement generally may be terminated by the P.C. only for cause, which includes a material default by or bankruptcy of the Company. Upon expiration or termination of a Management Agreement by either party, the P.C. must satisfy all obligations it has to the Company.

14

Revenue is derived principally from fee-for-service revenue and revenue from capitated managed dental care plans. Fee-for-service revenue consists of P.C. revenue received from indemnity dental plans, preferred provider plans and direct payments by patients not covered by any third-party payment arrangement. Managed dental care revenue consists of P.C. revenue received from capitated managed dental care plans, including capitation payments and patient co-payments. Capitated managed dental care contracts are between dental benefits organizations and the P.C.s. Under the Management Agreements, the Company negotiates and administers these contracts on behalf of the P.C.s. Under a capitated managed dental care contract, the dental group practice provides dental services to the members of the dental benefits organization and receives a fixed monthly capitation payment for each plan member covered for a specific schedule of services regardless of the quantity or cost of services to the participating dental group practice obligated to provide them. This arrangement shifts the risk of utilization of these services to the dental group practice providing the dental services. Because the Company assumes responsibility under the Management Agreements for all aspects of the operation of the dental practices (other than the practice of dentistry) and thus bears all costs of the P.C.s associated with the provision of dental services at the Office (other than compensation of dentists, dental hygienists and dental assistants), the risk of over-utilization of dental services at the Office under capitated managed dental care plans is effectively shifted to the Company. In addition, dental group practices participating in a capitated managed dental care plan often receive supplemental payments for more complicated or elective procedures. In contrast, under traditional indemnity insurance arrangements, the insurance company pays whatever reasonable charges are billed by the dental group practice for the dental services provided.  

The Company seeks to increase its revenue by increasing the patient volume at existing Offices through effective advertising and marketing programs and by adding additional specialty services.  The Company also seeks to increase revenue by opening de novo Offices and by making selected acquisitions of dental practices.  The Company seeks to supplement fee-for-service revenue with revenue from contracts with capitated managed dental care plans. Although the Company’s fee-for-service business generally provides a greater margin than its capitated managed dental care business, capitated managed dental care business increases facility utilization and dentist productivity.  The relative percentage of the Company’s revenue derived from fee-for-service business and capitated managed dental care contracts varies from market to market depending on the availability of capitated managed dental care contracts in any particular market and the Company’s ability to negotiate favorable contractual terms. In addition, the profitability of capitated managed dental care revenue varies from market to market depending on the level of capitation payments and co-payments in proportion to the level of benefits required to be provided.

The Company’s policy is to collect any patient co-payments at the time the service is provided.  If the patient owes additional amounts that are not covered by insurance, Offices collect by sending monthly invoices, placing phone calls and sending collection letters.  Interest at 18% per annum is charged on all account balances greater than 60 days old.  Patient accounts receivable in excess of $50 that are over 120 days past due and that appear are not collectible are written off as bad debt and sent to an outside collections agency.

Results of Operations
 
For the quarter ended September 30, 2013, revenue increased $352,000, or 2.2%, to $16.1 million compared to $15.7 million for the quarter ended September 30, 2012.  For the quarter ended September 30, 2013, net income decreased $382,000 to $1,000 or $0.0 per share, compared to $383,000, or $0.21 per share, for the quarter ended September 30, 2012.

For the nine months ended September 30, 2013, revenue increased $1.4 million, or 3.0%, to $49.1 million compared to $47.7 million for the nine months ended September 30, 2012.  For the nine months ended September 30, 2013, net income decreased $412,000, or 49.4% to $422,000, or $0.23 per share, compared to $834,000, or $0.45 per share, for the nine months ended September 30, 2012.

The decrease in net income is attributable to substantial investments by the Company in capital projects discussed below and in personnel and their training.  The Company has yet to see the corresponding revenue from these investments.

During the first nine months of 2013, the Company generated $2.8 million of cash from operations.  During this period, the Company had capital expenditures of approximately $3.5 million, paid dividends of approximately $1.2 million and increased total bank debt by approximately $2.4 million.  The Company’s outstanding bank debt increased because of the Company’s development of de novo Offices and its commitment to upgrading its existing Offices through extensive remodels and/or relocations and its continued commitment to converting its Offices to digital radiography.

15

The Company’s earnings before interest, taxes, depreciation, amortization and non-cash expense associated with stock-based compensation (“Adjusted EBITDA”) decreased $519,000, or 12.7%, to $3.6 million for the nine months ended September 30, 2013 compared to $4.1 million for the nine months ended September 30, 2012.  Although Adjusted EBITDA is not a GAAP measure of performance or liquidity, 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. However, investors should not consider this measure 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 is made by adding depreciation and amortization expense - Offices, depreciation and amortization expense – corporate, stock-based compensation expense, interest expense, net and income tax expense to net income and subtracting the change in fair value of contingent liabilities as in the following table:

 
 
Quarters
   
Nine Months
 
 
 
Ended September 30,
   
Ended September 30,
 
 
 
2012
   
2013
   
2012
   
2013
 
RECONCILIATION OF ADJUSTED EBITDA:
 
   
   
   
 
Net income
 
$
383,147
   
$
955
   
$
834,105
   
$
421,826
 
Add back:
                               
Depreciation and amortization - Offices
   
725,719
     
855,544
     
2,060,675
     
2,513,788
 
Depreciation and amortization - Corporate
   
41,308
     
50,016
     
118,467
     
145,767
 
Stock-based compensation expense
   
127,621
     
114,291
     
472,585
     
351,873
 
Interest expense, net
   
28,018
     
36,795
     
76,796
     
70,307
 
Income tax expense
   
244,963
     
612
     
533,281
     
269,693
 
Less:
                               
Change in fair value of contingent liabilities
   
-
     
(196,000
)
   
-
     
(196,000
)
 
                               
Adjusted EBITDA
 
$
1,550,776
   
$
862,213
   
$
4,095,909
   
$
3,577,254
 

16

The following table sets forth the percentages of revenue represented by certain items reflected in the Company’s condensed consolidated statements of income. The information contained in the following table represents the historical results of the Company. The information that follows should be read in conjunction with the Company’s condensed consolidated financial statements and related notes thereto contained elsewhere in this report.
 
BIRNER DENTAL MANAGEMENT SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)

 
 
Quarters Ended
   
Nine Months Ended
 
 
 
September 30,
   
September 30,
 
 
 
2012
   
2013
   
2012
   
2013
 
 
 
   
   
   
 
REVENUE:
   
100.0
%
   
100.0
%
   
100.0
%
   
100.0
%
 
                               
DIRECT EXPENSES:
                               
Clinical salaries and benefits
   
56.2
%
   
60.1
%
   
56.4
%
   
59.2
%
Dental supplies
   
4.4
%
   
4.4
%
   
4.4
%
   
4.4
%
Laboratory fees
   
4.8
%
   
4.8
%
   
4.8
%
   
4.8
%
Occupancy
   
8.9
%
   
9.3
%
   
8.7
%
   
9.0
%
Advertising and marketing
   
2.2
%
   
1.7
%
   
3.6
%
   
1.7
%
Depreciation and amortization
   
4.6
%
   
5.3
%
   
4.3
%
   
5.1
%
General and administrative
   
8.0
%
   
8.1
%
   
7.7
%
   
7.3
%
 
   
89.1
%
   
93.8
%
   
90.0
%
   
91.4
%
 
                               
Contribution from dental offices
   
10.9
%
   
6.2
%
   
10.0
%
   
8.6
%
 
                               
CORPORATE EXPENSES:
                               
General and administrative
   
6.5
%
(1) 
 
6.9
%
(1) 
 
6.7
%
(2) 
 
7.2
%
(2) 
Depreciation and amortization
   
0.3
%
   
0.3
%
   
0.2
%
   
0.3
%
 
                               
OPERATING INCOME
   
4.2
%
   
( 1.0
)%
   
3.0
%
   
1.2
%
 
                               
OTHER INCOME
                               
Change in fair value of contingent liabilities
   
0.0
%
   
1.2
%
   
0.0
%
   
0.4
%
Interest expense
   
0.2
%
   
0.2
%
   
0.2
%
   
0.1
%
 
                               
INCOME BEFORE INCOME TAXES
   
4.0
%
   
0.0
%
   
2.9
%
   
1.4
%
Income tax expense
   
1.6
%
   
0.0
%
   
1.1
%
   
0.5
%
 
                               
NET INCOME
   
2.4
%
   
0.0
%
   
1.7
%
   
0.9
%

(1)
Corporate expense - general and administrative includes $127,621 of stock-based compensation expense pursuant to ASC Topic 718 for the quarter ended September 30, 2012 and  $114,291 of  stock-based compensation expense pursuant to ASC Topic 718 for the quarter ended September 30, 2013.
(2)
Corporate expense - general and administrative includes $472,585 of stock-based compensation expense pursuant to ASC Topic 718 for the nine months ended September 30, 2012 and  $351,873 of  stock-based compensation expense pursuant to ASC Topic 718 for the nine months ended September 30, 2013.
17

Quarter Ended September 30, 2013 Compared to Quarter Ended September 30, 2012:
 
Revenue

For the quarter ended September 30, 2013, revenue increased $352,000, or 2.2%, to $16.1 million compared to $15.7 million for the quarter ended September 30, 2012.

Direct expenses
 
Clinical salaries and benefits. For the quarter ended September 30, 2013, clinical salaries and benefits increased $830,000 or 9.4%, to $9.7 million compared to $8.8 million for the quarter ended September 30, 2012.  There were increases of $329,000 in dentist wages, $137,000 in hygienist wages, $100,000 in assistant wages, $114,000 in administration wages, $68,000 in payroll taxes and $57,000 in health insurance expenses.  Of the $830,000 increase, approximately $229,000 can be attributed to three de novo Offices, two that opened during the fourth quarter of 2012 and one that opened during the third quarter of 2013.  These three new Offices accounted for $106,000 in dentist wages, $35,000 in administration wages, $26,000 in assistant wages, $21,000 in hygienist wages, $16,000 in payroll taxes and $8,000 in health insurance during the quarter ended September 30, 2013.  Additionally, the increase in salaries and benefits is partially related to the increase in revenue as most dentists in the Offices are compensated based on revenue.  As a percentage of revenue, clinical salaries and benefits increased to 60.1% for the quarter ended September 30, 2013 compared to 56.2% for the quarter ended September 30, 2012.
 
Dental supplies. For the quarter ended September 30, 2013, dental supplies increased to $701,000 compared to $689,000 for the quarter ended September 30, 2012, an increase of $12,000 or 1.7%.  This increase is attributable to the three new Offices, which accounted for $28,000 of additional dental supplies during the quarter ended September 30, 2013.  Additionally, hygiene dental supplies decreased approximately $16,000 during the quarter ended September 30, 2013 compared to the quarter ended September 30, 2012.  As a percentage of revenue, dental supplies remained constant at 4.4% for the quarters ended September 30, 2013 and 2012.
 
Laboratory fees. For the quarter ended September 30, 2013, laboratory fees increased to $775,000 compared to $752,000 for the quarter ended September 30, 2012, an increase of $24,000 or 3.2%.  The three new Offices accounted for approximately $4,000 of laboratory fees during the quarter ended September 30, 2013.  As a percentage of revenue, laboratory fees remained constant at 4.8% for the quarters ended September 30, 2013 and 2012.
 
Occupancy. For the quarter ended September 30, 2013, occupancy expense increased $97,000, or 6.9%, to $1.5 million compared to $1.4 million for the quarter ended September 30, 2012.  The increase in occupancy expense during the quarter ended September 30, 2013 was mostly caused by an increase of $62,000 of occupancy expense related to the three new Offices.  As a percentage of revenue, occupancy expense increased to 9.3% for the quarter ended September 30, 2013 compared to 8.9% for the quarter ended September 30, 2012.
 
Advertising and marketing. For the quarter ended September 30, 2013, advertising and marketing expense decreased to $281,000 compared to $353,000 for the quarter ended September 30, 2012, a decrease of $72,000 or 20.5%.  The decrease in advertising and marketing expense is primarily attributable to decreases of $92,000 in radio advertising and $32,000 in print advertising, offset by increases of $34,000 in television advertising and $8,000 in social media and internet advertising.  As a percentage of revenue, advertising and marketing expense decreased to 1.7% for the quarter ended September 30, 2013 compared to 2.2% for the quarter ended September 30, 2012.  The Company adjusts its advertising and marketing expenditures from time to time in response to market conditions and performance in individual markets.
 
Depreciation and amortization-Offices. For the quarter ended September 30, 2013, depreciation and amortization expenses attributable to the Offices increased to $856,000 compared to $726,000 for the quarter ended September 30, 2012, an increase of $130,000 or 17.9%.  The increase in depreciation and amortization expenses is primarily the result of the Company’s ongoing efforts to upgrade the capital assets and tenant improvements in certain of the Company’s Offices.  See “Liquidity and Capital Resources”.  Additionally, the three new Offices accounted for approximately $68,000 of depreciation and amortization expenses during the quarter ended September 30, 2013.  As a percentage of revenue, depreciation and amortization expenses attributable to the Offices increased to 5.3% for the quarter ended September 30, 2013 compared to 4.6% for the quarter ended September 30, 2012.

General and administrative-Offices.  For the quarter ended September 30, 2013, general and administrative expenses attributable to the Offices increased to $1.3 million compared to $1.2 million for the quarter ended September 30, 2012, an increase of $45,000 or 3.6%.  The increase in general and administrative expenses is primarily attributable to the three new Offices, which accounted for an additional $46,000 of general and administrative expenses.  As a percentage of revenue, general and administrative expenses increased to 8.1% for the quarter ended September 30, 2013 compared to 8.0% for the quarter ended September 30, 2012.
18

Contribution from dental Offices
 
As a result of revenue increasing $352,000 and direct expenses increasing $1.1 million during the quarter ended September 30, 2013, contribution from dental Offices decreased to $1.0 million for the quarter ended September 30, 2013 compared to $1.7 million for the quarter ended September 30, 2012, a decrease of $714,000 or 41.6%. As a percentage of revenue, contribution from dental Offices decreased to 6.2% for the quarter ended September 30, 2013 compared to 10.9% for the quarter ended September 30, 2012.
 
Corporate expenses
 
Corporate expenses - general and administrative.  For the quarter ended September 30, 2013, corporate expenses – general and administrative increased to $1.1 million compared to $1.0 million for the quarter ended September 30, 2012, an increase of $91,000 or 9.0%.  This increase is attributable to increases of $112,000 in corporate wages, $54,000 in health insurance, $35,000 in professional fees and $21,000 in recruiting expense, offset by a decrease of $133,000 in executive officers’ bonuses.  As a percentage of revenue, corporate expenses - general and administrative increased to 6.9% for the quarter ended September 30, 2013 compared to 6.5% for the quarter ended September 30, 2012.
 
Corporate expenses - depreciation and amortization. For the quarter ended September 30, 2013, corporate expenses - depreciation and amortization increased to $50,000 compared to $41,000 for the quarter ended September 30, 2012, an increase of $9,000 or 21.1%.  As a percentage of revenue, corporate expenses – depreciation and amortization remained constant at 0.3% for the quarters ended September 30, 2013 and 2012.
 
Operating income/(loss)
 
As a result of the decrease in contribution from dental Offices and increase in corporate expenses discussed above, the Company’s operating income decreased by $814,000 to $(158,000) for the quarter ended September 30, 2013 compared to $656,000 for the quarter ended September 30, 2012.  As a percentage of revenue, operating income decreased to (1.0)% for the quarter ended September 30, 2013 compared to 4.2% for the quarter ended September 30, 2012.
 
Other income/(expense)
 
Change in fair value of continent liabilities.  Change in fair value of contingent liabilities of $196,000 for the quarter ended September 30, 2013 was due to writing down values at two Offices that were acquired during the fourth quarter of 2009.
 
Interest expense/(income), net.  For the quarter ended September 30, 2013, interest expense, net increased to $37,000 compared to $28,000 for the quarter ended September 30, 2012, an increase of $9,000 or 31.3%.  This increase in interest expense was primarily caused by an increase in the Credit Facility balances.  As a percentage of revenue, interest expense, net remained  constant at 0.2% for the quarters ended September 30, 2013 and 2012.
 
Net income
 
As a result of the above, the Company’s net income was $1,000 for the quarter ended September 30, 2013 compared to net income of $383,000 for the quarter ended September 30, 2012, a decrease of $382,000.  As a percentage of revenue, net income decreased to 0.0% for the quarter ended September 30, 2013 compared to 2.4% for the quarter ended September 30, 2012.  Net income for the quarter ended September 30, 2013 was net of income tax expense of $1,000 while net income for the quarter ended September 30, 2012 was net of income tax expense of $245,000. The effective tax rate was constant at 39.0% for the quarters ended September 30, 2013 and 2012.

19

Nine Months Ended September 30, 2013 Compared to Nine Months Ended September 30, 2012:
 
Revenue

For the nine months ended September 30, 2013, revenue increased $1.4 million, or 3.0%, to $49.1 million compared to $47.7 million for the nine months ended September 30, 2012.  

Direct expenses

Clinical salaries and benefits. For the nine months ended September 30, 2013, clinical salaries and benefits increased $2.1 million, or 8.0%, to $29.1 million compared to $26.9 million for the nine months ended September 30, 2012.  There were increases of $704,000 in dentist wages, $381,000 in hygienist wages, $358,000 in administration wages, $278,000 in assistant wages, $164,000 in health insurance expenses and $109,000 in payroll taxes.  Of the $2.1 million increase, approximately $530,000 can be attributed to the three new Offices, which accounted for $217,000 in dentist wages, $88,000 in administration wages, $69,000 in hygienist wages, $54,000 in assistant wages, $37,000 in payroll taxes and $22,000 in health insurance during the nine months ended September 30, 2013.  Additionally, the increase in salaries and benefits is partially related to the increase in revenue as most dentists in the Offices are compensated based on revenue.  As a percentage of revenue, clinical salaries and benefits increased to 59.2% for the nine months ended September 30, 2013 compared to 56.4% for the nine months ended September 30, 2012.
 
Dental supplies. For the nine months ended September 30, 2013, dental supplies increased $61,000 or 2.9%, to $2.1 million compared to the nine months ended September 30, 2012.  This increase is primarily attributable to the three new Offices, which accounted for an additional $76,000 of dental supplies during the nine months ended September 30, 2013.  Additionally, hygiene dental supplies decreased approximately $19,000 during the nine months ended September 30, 2013 compared to the nine months ended September 30, 2012.  As a percentage of revenue, dental supplies remained constant at 4.4% for the nine months ended September 30, 2013 and 2012.
 
Laboratory fees. For the nine months ended September 30, 2013 and 2012, laboratory fees remained constant at $2.3 million.  As a percentage of revenue, laboratory fees remained constant at 4.8% for the nine months ended September 30, 2013 and 2012.
 
Occupancy. For the nine months ended September 30, 2013, occupancy expense increased $273,000, or 6.6%, to $4.4 million compared to $4.1 million for the nine months ended September 30, 2012.  The three new Offices accounted for $142,000 of occupancy expense during the nine months ended September 30, 2013.  Additionally, there was an increase of $87,000 in repair and maintenance expense.  As a percentage of revenue, occupancy expense increased to 9.0% for the nine months ended September 30, 2013 compared to 8.7% for the nine months ended September 30, 2012.
 
Advertising and marketing. For the nine months ended September 30, 2013, advertising and marketing expense decreased to $859,000 compared to $1.7 million for the nine months ended September 30, 2012, a decrease of $872,000 or 50.4%. The decrease in advertising and marketing expense is primarily attributable to decreases of $704,000 in television advertising, $192,000 in radio advertising and $86,000 in print advertising, offset by an increase of $161,000 in social media and internet advertising.  As a percentage of revenue, advertising and marketing expense decreased to 1.7% for the nine months ended September 30, 2013 compared to 3.6% for the nine months ended September 30, 2012.  The Company adjusts its advertising and marketing expenditures from time to time in response to market conditions and performance in individual markets.
 
Depreciation and amortization-Offices.  For the nine months ended September 30, 2013, depreciation and amortization expenses attributable to the Offices increased to $2.5 million compared to $2.1 million for the nine months ended September 30, 2012, an increase of $453,000 or 22.0%.  The increase in depreciation and amortization expenses is primarily the result of the Company’s ongoing efforts to upgrade the capital assets and tenant improvements in certain of the Company’s Offices.  See “Liquidity and Capital Resources”.  Additionally, the three new Offices accounted for approximately $172,000 of depreciation and amortization expenses during the nine months ended September 30, 2013.  As a percentage of revenue, depreciation and amortization expenses attributable to the Offices increased to 5.1% for the nine months ended September 30, 2013 compared to 4.3% for the nine months ended September 30, 2012.
 
General and administrative-Offices.  For the nine months ended September 30, 2013, general and administrative expenses attributable to the Offices decreased to $3.6 million compared to $3.7 million for the nine months ended September 30, 2012, a decrease of $132,000 or 3.6%.  This decrease is attributable to decreases of $127,000 in bad debt expense and $67,000 in recruiting and relocation expense.  The three new Offices accounted for an additional $81,000 of general and administrative expenses.  As a percentage of revenue, general and administrative expenses decreased to 7.3% for the nine months ended September 30, 2013 compared to 7.7% for the nine months September 30, 2012.
20

Contribution from dental Offices
 
As a result of revenue increasing $1.4 million and direct expenses increasing $2.0 million during the nine months ended Sept 30, 2013, contribution from dental Offices decreased to $4.2 million for the nine months ended September 30, 2013 compared to $4.8 million for the nine months ended September 30, 2012, a decrease of $544,000 or 11.4%. As a percentage of revenue, contribution from dental Offices decreased to 8.6% for the nine months ended September 30, 2013 compared to 10.0% for the nine months ended September 30, 2012.
 
Corporate expenses
 
Corporate expenses - general and administrative. For the nine months ended September 30, 2013, corporate expenses – general and administrative increased to $3.5 million compared to $3.2 million for the nine months ended September 30, 2012, an increase of $307,000 or 9.6%.  This increase is attributable to increases of $263,000 in corporate wages, $80,000 in professional fees, $73,000 in recruiting expense, $65,000 in health insurance and $45,000 in executive officers’ bonuses, offset by a decrease of $121,000 related to stock-based compensation expense pursuant to ASC Topic 718 and $105,000 in social media consulting fees.  As a percentage of revenue, corporate expenses - general and administrative increased to 7.2% for the nine months ended September 30, 2013 compared to 6.7% for the nine months ended September 30, 2012.
 
Corporate expenses - depreciation and amortization. For the nine months ended September 30, 2013, corporate expenses - depreciation and amortization increased to $146,000 compared to $118,000 for the nine months ended September 30, 2012, an increase of $27,000 or 23.0%.  This increase is attributable to the further development of the Company’s website and other information technology equipment added to the corporate office.  As a percentage of revenue, corporate expenses – depreciation and amortization increased to 0.3% for the nine months ended September 30, 2013 compared to 0.2% for the nine months ended September 30, 2012.
 
Operating income
 
As a result of the decrease in contribution from dental Offices and the increase in corporate expenses discussed above, the Company’s operating income decreased by $878,000, or 60.8% to $566,000 for the nine months ended September 30, 2013 compared to $1.4 million for the nine months ended September 30, 2012.  As a percentage of revenue, operating income decreased to 1.2% for the nine months ended September 30, 2013 compared to 3.0% for the nine months ended September 30, 2012.
 
Other income (expense)
 
Change in fair value of continent liabilities.  Change in fair value of contingent liabilities of $196,000 for the nine months ended September 30, 2013 was due to writing down values at two Offices that were acquired during the fourth quarter of 2009.
 
Interest expense/(income), net.  For the nine months ended September 30, 2013, interest expense, net decreased to $70,000 compared to $77,000 for the nine months ended September 30, 2012, a decrease of $6,000 or 8.4%.  As a percentage of revenue, interest expense, net decreased to 0.1% for the nine months ended September 30, 2013 compared to 0.2% for the nine months ended September 30, 2012.
 
Net income
 
As a result of the above, the Company’s net income was $422,000 for the nine months ended September 30, 2013 compared to net income of $834,000 for the nine months ended September 30, 2012, a decrease of $412,000 or 49.4%.  As a percentage of revenue, net income decreased to 0.9% for the nine months ended September 30, 2013 compared to 1.7% for the nine months ended September 30, 2012.  Net income for the nine months ended September 30, 2013 was net of income tax expense of $270,000, while net income for the nine months ended September 30, 2012 was net of income tax expense of $533,000. The effective tax rate was constant at 39.0% for the nine months ended September 30, 2013 and 2012.
21

Liquidity and Capital Resources
 
The Company finances its operations and growth through a combination of cash provided by operating activities and the Credit Facility.  As of September 30, 2013, the Company had working capital of approximately $384,000, retained earnings of $5.8 million and a cash balance of $1.9 million.
 
Net cash provided by operating activities was approximately $3.0 million and $3.5 million for the nine months ended September 30, 2013 and 2012, respectively.  During the nine months ended September 30, 2013, excluding net income and after adding back non-cash items, the Company’s cash provided by operating activities consisted primarily of an increase in accounts payable and accrued expenses of approximately $1.3 million and an increase in income taxes payable of approximately $478,000, offset by an increase in accounts receivable of approximately $1.5 million, an increase in prepaid expenses and other assets of approximately $193,000 and a decrease in other long-term obligations of approximately $415,000.  During the nine months ended September 30, 2012, excluding net income and after adding back non-cash items, the Company’s cash provided by operating activities consisted primarily of an increase in income taxes payable of $136,000 and an increase of $58,000 in accounts payable and accrued expenses, offset by an increase in accounts receivable of approximately $613,000, and an increase in prepaid expenses and other assets of approximately $20,000.
 
Net cash used in investing activities was approximately $3.5 million and $3.0 million for the nine months ended September 30, 2013 and 2012, respectively.  For the nine months ended September 30, 2013, the Company invested approximately $3.5 million in capital expenditures, including approximately $1.1 million related to remodels and relocations of two of its Offices, $969,000 related to seven Offices that were converted to digital radiography and $579,000 for the de novo Office that opened on July 29, 2013, offset by a decrease in notes receivable of $16,000. For the nine months ended September 30, 2012, the Company invested approximately $3.1 million in capital expenditures, including approximately $1.3 million related to remodels and relocations of three of its Offices, $581,000 related to four Offices that were converted to digital radiography and $268,000 for a de novo Office, offset by a decrease in notes receivable of $23,000.
 
Net cash provided by financing activities was approximately $1.2 million for the nine months ended September 30, 2013 and net cash used in financing activities was approximately $856,000 for the nine months ended September 30, 2012.  During the nine months ended September 30, 2013, net cash provided by financing activities was comprised of approximately $4.2 million in advances under the Credit Facility and $43,000 in proceeds from the exercise of Common Stock options, offset by approximately $1.8 million used to pay down the Term Loan, $1.2 million for the payment of dividends and $32,000 from the tax expense of Common Stock options exercised.  During the nine months ended September 30, 2012, net cash used in financing activities was comprised of approximately $1.2 million for the payment of dividends, $1.0 million used to pay down the Credit Facility, and approximately $622,000 for the purchase and retirement of Common Stock, offset by $2.0 million in advances under the Term Loan.  
 
On September 13, 2013, the Company as Borrower entered into a Credit Agreement (the “Credit Facility”) with Compass Bank, as Lender.  The Credit Facility allows the Company to borrow, on a revolving basis, an aggregate principal amount not to exceed $12.0 million.  Interest is computed at either the lender’s prime rate or at LIBOR rate plus 1.15% in effect from time to time at the Company’s option.  As of September 30, 2013, the Company’s LIBOR borrowing rate was 1.33% and the prime rate borrowing rate was 3.25%.  A commitment fee on the average daily unused amount of the revolving loan commitment is also assessed at a rate of 0.25% per annum, and is payable quarterly in arrears.  At September 30, 2013, the Company had approximately $8.9 million LIBOR rate borrowings outstanding and approximately $3.1 million available for borrowing under the Credit Facility.  The loan matures on September 13, 2016.  The Credit Facility is secured by substantially all of the assets of the Company.  The Credit Facility requires the Company to comply with certain affirmative and negative covenants, including maintaining a debt-to-EBITDA ratio of no more than 2.00 to 1.00 and a fixed charge coverage ratio of no less than 1.25 to 1.00, provided to the lender annually within 120 days after the end of each fiscal year.

On September 13, 2013, the Company terminated its credit facility with KeyBank National Association.  The Company repaid the outstanding $4.6 million principal amount plus accrued interest under the Credit Agreement with KeyBank with borrowings under the new Credit Facility.

On September 13, 2013, the Company terminated its Term Loan with KeyBank National Association.  The Company repaid the outstanding $3.6 million principal amount plus accrued interest under the Term Loan with borrowings under the new Credit Facility.
22

As of September 30, 2013, the Company had the following debt and lease obligations:
 
 
Payments due by Period
 
 
Total
   
Less than 1
year
   
 
1-3 years
   
 
3-5 years
   
More than
5 years
Debt obligations
 
$
9,121,213
   
$
33,033
   
$
8,998,749
   
$
85,673
   
$
3,758
 
Operating lease obligations
   
13,649,466
     
3,835,387
     
5,897,033
     
3,282,547
     
634,499
 
Total
 
$
22,770,679
   
$
3,868,420
   
$
14,895,782
   
$
3,368,220
   
$
638,257
 

The Company has leased space for two additional de novo Offices.  One Office, which is located in Monument, Colorado, will open in the fourth quarter of 2013.  The Company anticipates the second Office, which is located in Fort Collins, Colorado, will open in the second quarter of 2014.  The Company anticipates it will require approximately $550,000 in capital expenditures to fully equip each de novo Office.  Additionally, the Company has signed a new lease to relocate and remodel one of its Offices located in Albuquerque, New Mexico that is anticipated to open in the first quarter of 2014.

The Company believes that cash generated from operations and borrowings under its Credit Facility will be sufficient to fund its anticipated working capital needs, capital expenditures, debt service requirements and dividend payments for at least the next 12 months. In order to meet its long-term liquidity or capital needs, the Company may issue additional equity or debt securities, subject to market and other conditions or enter into additional term loans or revolving credit facilities.  There can be no assurance that such additional financing will be available on terms acceptable to the Company or at all. The failure to obtain the funds necessary to finance its future cash requirements could adversely affect the Company’s ability to pursue its strategy and could negatively affect its operations in future periods.

ITEM 4.  CONTROLS AND PROCEDURES

Under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, the Company evaluated the design and operation of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, or the “Exchange Act”) as of September 30, 2013.  On the basis of this review, the Company’s management, including the Chief Executive Officer and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2013.

There has been no change in the Company’s internal control over financial reporting during the three months ended September 30, 2013 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II.  OTHER INFORMATION

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
Issuer Purchases of Equity Securities 

The Company did not purchase any shares of its Common Stock during the period July 1, 2013 through September 30, 2013.  The Company’s stock repurchase program has been ongoing for more than five years and there are no expiration dates on any of the plans.  Common Stock repurchases may be made from time to time as the Company’s management deems appropriate.  As of September 30, 2013, the dollar value of shares that may be purchased under the stock repurchase program was approximately $891,000.

23

ITEM 6.   EXHIBITS
 
Exhibit
 
Number
Description of Document
 
 
3.1
Amended and Restated Articles of Incorporation, incorporated herein by reference to Exhibits 3.1 and 3.2 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-36391), as filed with the Securities and Exchange Commission on September 25, 1997.
 
 
3.2
Amended and Restated Bylaws, incorporated herein by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-36391), as filed with the Securities and Exchange Commission on September 25, 1997.
 
 
4.1
Reference is made to Exhibits 3.1 and 3.2.
 
 
4.2
Specimen Stock Certificate, incorporated herein by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1/A (SEC File No. 333-36391), as filed with the Securities and Exchange Commission on November 25, 1997.
 
 
10.1
Credit Agreement dated September 13, 2013 between the Company and Compass Bank.
 
 
Rule 13a-14(a) Certification of the Chief Executive Officer.
 
 
Rule 13a-14(a) Certification of the Chief Financial Officer.
 
 
Section 1350 Certifications of the Chief Executive Officer and the Chief Financial Officer.
 
 
101.INS
XBRL Instance Document
 
 
101.SCH
XBRL Taxonomy Extension Schema Document
 
 
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
 
 
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
 
 
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
 
 
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document

24

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 thereunto duly authorized.

 
BIRNER DENTAL MANAGEMENT SERVICES, INC.
 
 
 
 
 
Date:  November 14, 2013
By:
/s/ Frederic W.J. Birner
 
 
Name:
Frederic W.J. Birner
 
 
Title:
Chairman of the Board and Chief Executive Officer
 
 
 
(Principal Executive Officer)
 
 
 
 
 
Date:  November 14, 2013
By:
/s/ Dennis N. Genty
 
 
Name:
Dennis N. Genty
 
 
 Title:
Chief Financial Officer, Secretary, and Treasurer
 
 
 
(Principal Financial and Accounting Officer)
 
 
 
25