Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Aug. 01, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'BIRNER DENTAL MANAGEMENT SERVICES INC | ' |
Entity Central Index Key | '0000948072 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Entity Voluntary Filers | 'No | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 1,860,089 |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Jun-14 | ' |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
CURRENT ASSETS: | ' | ' |
Cash and cash equivalents | $0 | $469,827 |
Accounts receivable, net of allowance for doubtful accounts of approximately $420,000 and $420,000, respectively | 3,658,127 | 3,250,319 |
Notes receivable | 34,195 | 34,195 |
Deferred tax asset | 304,239 | 272,523 |
Income tax receivable | 0 | 176,935 |
Prepaid expenses and other assets | 741,504 | 455,158 |
Total current assets | 4,738,065 | 4,658,957 |
PROPERTY AND EQUIPMENT, net | 11,600,958 | 10,126,399 |
OTHER NONCURRENT ASSETS: | ' | ' |
Intangible assets, net | 8,842,582 | 9,292,868 |
Deferred charges and other assets | 165,661 | 165,661 |
Notes receivable | 96,278 | 109,501 |
Total assets | 25,443,544 | 24,353,386 |
CURRENT LIABILITIES: | ' | ' |
Accounts payable | 3,317,117 | 2,548,240 |
Accrued expenses | 1,617,416 | 1,641,509 |
Accrued payroll and related expenses | 2,649,003 | 2,192,495 |
Income taxes payable | 501,981 | 0 |
Total current liabilities | 8,085,517 | 6,382,244 |
LONG-TERM LIABILITIES: | ' | ' |
Deferred tax liability, net | 2,505,709 | 3,030,205 |
Long-term debt | 8,580,578 | 8,091,790 |
Other long-term obligations | 971,154 | 965,959 |
Total liabilities | 20,142,958 | 18,470,198 |
SHAREHOLDERS' EQUITY: | ' | ' |
Preferred Stock, no par value, 10,000,000 shares authorized; none outstanding | 0 | 0 |
Common Stock, no par value, 20,000,000 shares authorized; 1,852,565 and 1,860,089 shares issued and outstanding, respectively | 1,025,504 | 779,758 |
Retained earnings | 4,275,082 | 5,103,430 |
Total shareholders' equity | 5,300,586 | 5,883,188 |
Total liabilities and shareholders' equity | $25,443,544 | $24,353,386 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
CURRENT ASSETS: | ' | ' |
Allowance for doubtful accounts | $420,000 | $420,000 |
SHAREHOLDERS' EQUITY: | ' | ' |
Preferred Stock, par value (in dollars per share) | $0 | $0 |
Preferred Stock, authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred Stock, outstanding (in shares) | 0 | 0 |
Common Stock, par value (in dollars per share) | $0 | $0 |
Common Stock, authorized (in shares) | 20,000,000 | 20,000,000 |
Common Stock, issued (in shares) | 1,860,089 | 1,852,565 |
Common Stock, outstanding (in shares) | 1,860,089 | 1,852,565 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (USD $) | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |||||
REVENUE: | ' | ' | ' | ' | ||||
Dental practice revenue | $15,571,178 | $15,012,532 | $31,043,913 | $30,175,979 | ||||
Capitation revenue | 1,305,345 | 1,423,760 | 2,639,008 | 2,864,617 | ||||
Total Revenue | 16,876,523 | 16,436,292 | 33,682,921 | 33,040,596 | ||||
DIRECT EXPENSES: | ' | ' | ' | ' | ||||
Clinical salaries and benefits | 9,934,075 | 9,693,407 | 19,827,441 | 19,405,946 | ||||
Dental supplies | 761,999 | 731,596 | 1,453,692 | 1,438,245 | ||||
Laboratory fees | 892,775 | 798,331 | 1,696,778 | 1,558,708 | ||||
Occupancy | 1,459,529 | 1,453,961 | 2,917,923 | 2,911,538 | ||||
Advertising and marketing | 239,324 | 215,408 | 469,249 | 578,237 | ||||
Depreciation and amortization | 1,026,816 | 838,363 | 1,994,079 | 1,658,244 | ||||
General and administrative | 1,395,000 | 1,056,742 | 2,824,904 | 2,267,645 | ||||
Total Direct Expenses | 15,709,518 | 14,787,808 | 31,184,066 | 29,818,563 | ||||
Contribution from dental offices | 1,167,005 | 1,648,484 | 2,498,855 | 3,222,033 | ||||
CORPORATE EXPENSES: | ' | ' | ' | ' | ||||
General and administrative | 1,179,881 | [1] | 1,297,830 | [1] | 2,349,025 | [2] | 2,402,819 | [2] |
Depreciation and amortization | 56,655 | 49,497 | 111,294 | 95,750 | ||||
OPERATING INCOME/(LOSS) | -69,531 | 301,157 | 38,536 | 723,464 | ||||
Interest expense, net | 27,584 | 6,798 | 54,778 | 33,513 | ||||
INCOME/(LOSS) BEFORE INCOME TAXES | -97,115 | 294,359 | -16,242 | 689,951 | ||||
Income tax expense/(benefit) | -37,874 | 114,799 | -6,334 | 269,081 | ||||
NET INCOME/(LOSS) | ($59,241) | $179,560 | ($9,908) | $420,870 | ||||
Net income/(loss) per share of Common Stock - Basic (in dollars per share) | ($0.03) | $0.10 | ($0.01) | $0.23 | ||||
Net income/(loss) per share of Common Stock - Diluted (in dollars per share) | ($0.03) | $0.10 | ($0.01) | $0.23 | ||||
Cash dividends per share of Common Stock (in dollars per share) | $0.22 | $0.22 | $0.44 | $0.44 | ||||
Weighted average number of shares of Common Stock and dilutive securities: | ' | ' | ' | ' | ||||
Basic (in shares) | 1,860,089 | 1,851,598 | 1,857,288 | 1,849,118 | ||||
Diluted (in shares) | 1,860,089 | 1,863,855 | 1,857,288 | 1,861,020 | ||||
[1] | Corporate expense - general and administrative includes $106,573 of stock-based compensation expense pursuant to ASC Topic 718 for the quarter ended June 30, 2013 and $69,606 of stock-based compensation expense pursuant to ASC Topic 718 for the quarter ended June 30, 2014. | |||||||
[2] | Corporate expense - general and administrative includes $237,581 of stock-based compensation expense pursuant to ASC Topic 718 for the six months ended June 30, 2013 and $170,035 of stock-based compensation expense pursuant to ASC Topic 718 for the six months ended June 30, 2014. |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (Parenthetical) (General and Administrative Expenses [Member], USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
General and Administrative Expenses [Member] | ' | ' | ' | ' |
Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Stock based compensation expense | $69,606 | $106,573 | $170,035 | $237,581 |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED) (USD $) | Common Stock [Member] | Retained Earnings [Member] | Total |
BALANCES at Dec. 31, 2013 | $779,758 | $5,103,430 | $5,883,188 |
BALANCES (in shares) at Dec. 31, 2013 | 1,852,565 | ' | 1,852,565 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' |
Common Stock options exercised | 64,500 | 0 | 64,500 |
Common Stock options exercised (in shares) | 7,524 | ' | ' |
Tax benefit of Common Stock options exercised | 11,211 | 0 | 11,211 |
Dividends declared on Common Stock | 0 | -818,440 | -818,440 |
Stock-based compensation expense | 170,035 | 0 | 170,035 |
Net loss | 0 | -9,908 | -9,908 |
BALANCES at Jun. 30, 2014 | $1,025,504 | $4,275,082 | $5,300,586 |
BALANCES (in shares) at Jun. 30, 2014 | 1,860,089 | ' | 1,860,089 |
CONDENSED_CONSOLIDATED_STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net income/(loss) | ($9,908) | $420,870 |
Adjustments to reconcile net income/(loss) to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 2,105,373 | 1,753,994 |
Stock-based compensation expense | 170,035 | 237,581 |
Provision for doubtful accounts | 488,666 | 122,140 |
Provision for (benefit from) deferred income taxes | -556,212 | -236,501 |
Changes in assets and liabilities | ' | ' |
Accounts receivable | -896,474 | -1,395,365 |
Prepaid expenses and other assets | -286,346 | -246,744 |
Deferred charges and other assets | 0 | -3,596 |
Accounts payable | 768,877 | -31,573 |
Accrued expenses | -25,750 | 41,389 |
Accrued payroll and related expenses | 456,508 | 762,984 |
Income taxes payable/(receivable) | 678,916 | 602,334 |
Other long-term obligations | 5,195 | 3,668 |
Net cash provided by operating activities | 2,898,880 | 2,031,181 |
CASH FLOWS USED IN INVESTING ACTIVITIES: | ' | ' |
Capital expenditures | -3,129,646 | -1,528,508 |
Notes receivable | 13,223 | 10,884 |
Net cash used in investing activities | -3,116,423 | -1,517,624 |
CASH FLOWS USED IN FINANCING ACTIVITIES: | ' | ' |
Advances - line of credit | 14,195,179 | 9,404,695 |
Repayments - line of credit | -13,706,390 | -11,489,396 |
Advances - Term loan | 0 | 2,000,000 |
Repayments - Term loan | 0 | -100,000 |
Proceeds from exercise of Common Stock options | 64,500 | 43,000 |
Purchase and retirement of Common Stock | 0 | 0 |
Tax benefit (expense) of Common Stock options exercised | 11,211 | -31,852 |
Common Stock cash dividends | -816,784 | -811,537 |
Net cash used in financing activities | -252,284 | -985,090 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | -469,827 | -471,533 |
CASH AND CASH EQUIVALENTS, beginning of period | 469,827 | 1,112,511 |
CASH AND CASH EQUIVALENTS, end of period | 0 | 640,978 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ' | ' |
Cash paid for interest | 62,844 | 70,285 |
Cash paid for income taxes | 9,750 | 157,000 |
Cash received for income taxes | $150,000 | $221,900 |
UNAUDITED_CONDENSED_CONSOLIDAT
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | 6 Months Ended | |
Jun. 30, 2014 | ||
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS [Abstract] | ' | |
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | ' | |
-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, 2013. | ||
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 June 30, 2014 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 six months ended June 30, 2014 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. |
SIGNIFICANT_ACCOUNTING_POLICIE
SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended | |
Jun. 30, 2014 | ||
SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ' | |
SIGNIFICANT ACCOUNTING POLICIES | ' | |
-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. | ||
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 June 30, 2014. | ||
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. | ||
Note Receivable | ||
A note receivable was created as part of a dental Office acquisition, of which approximately $130,000 in principal amount is outstanding at June 30, 2014. The note has level monthly principal and interest amortization payments and a maturity date of October 31, 2018. The note bears interest of 6% which is accrued monthly. If the note is uncollectible, an allowance for doubtful accounts would be created. There was no allowance for doubtful accounts for the note as of June 30, 2014 or December 31, 2013. | ||
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 June 30, 2014 and 2013, respectively. Amortization remained constant at approximately $450,000 for the six months ended June 30, 2014 and 2013, 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. There were no impairment write-downs associated with the Company’s long-lived and intangible assets during the quarters ended June 30, 2014 and 2013. | ||
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 June 30, 2014 and 2013 was approximately $70,000 and $107,000 respectively, related to stock options. Total stock-based compensation expense included in the Company’s condensed consolidated statements of income for the six months ended June 30, 2014 and 2013 was approximately $170,000 and $238,000, respectively, related to stock options. 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 June 30, 2014 equal to the expected option term. Expected pre-vesting forfeitures were estimated based on historical pre-vesting forfeitures over the most recent periods ended June 30, 2014 for the expected option term. | ||
Recent Accounting Pronouncements | ||
In July 2013, 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. ASU 2013-11 is not expected to have a material effect on the Company’s consolidated financial statements. | ||
In May 2014, FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). This update will establish a comprehensive revenue recognition standard for virtually all industries in GAAP. ASU 2014-09 will change the amount and timing of revenue and cost recognition, implementation, disclosures and documentation. ASU 2014-09 is effective for fiscal years beginning in 2017. The Company is currently evaluating whether the adoption of ASU 2014-09 will have a material effect on the Company’s consolidated financial statements. |
EARNINGS_PER_SHARE
EARNINGS PER SHARE | 6 Months Ended | ||||||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||||||
EARNINGS PER SHARE [Abstract] | ' | ||||||||||||||||||||||||
EARNINGS PER SHARE | ' | ||||||||||||||||||||||||
-3 | EARNINGS PER SHARE | ||||||||||||||||||||||||
The Company calculates earnings per share in accordance with ASC Topic 260. | |||||||||||||||||||||||||
Quarters Ended June 30, | |||||||||||||||||||||||||
2013 | 2014 | ||||||||||||||||||||||||
Net Income/(Loss) | Shares | Per Share Amount | Net Income/(Loss) | Shares | Per Share Amount | ||||||||||||||||||||
Basic EPS | $ | 179,560 | 1,851,598 | $ | 0.1 | $ | (59,241 | ) | 1,860,089 | $ | (0.03 | ) | |||||||||||||
Effect of Dilutive Stock Options | - | 12,257 | - | - | - | - | |||||||||||||||||||
Diluted EPS | $ | 179,560 | 1,863,855 | $ | 0.1 | $ | (59,241 | ) | 1,860,089 | $ | (0.03 | ) | |||||||||||||
The difference in weighted average shares outstanding between basic earnings per share and diluted earnings per share for the quarter ended June 30, 2013 relates to the effect of 12,257, 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 June 30, 2014 and 2013, options to purchase 396,012 and 432,666 shares, respectively, of Common Stock were not included in the computation of diluted earnings/(loss) per share because their effect was anti-dilutive. | |||||||||||||||||||||||||
Six Months Ended June 30, | |||||||||||||||||||||||||
2013 | 2014 | ||||||||||||||||||||||||
Net Income/(Loss) | Shares | Per Share Amount | Net Income/(Loss) | Shares | Per Share Amount | ||||||||||||||||||||
Basic EPS | $ | 420,870 | 1,849,118 | $ | 0.23 | $ | (9,908 | ) | 1,857,288 | $ | (0.01 | ) | |||||||||||||
Effect of Dilutive Stock Options | - | 11,902 | - | - | - | ||||||||||||||||||||
Diluted EPS | $ | 420,870 | 1,861,020 | $ | 0.23 | $ | (9,908 | ) | 1,857,288 | $ | (0.01 | ) | |||||||||||||
The difference in weighted average shares outstanding between basic earnings per share and diluted earnings per share for the six months ended June 30, 2013 relates to the effect of 11,902, dilutive shares of Common Stock from stock options, which are included in total shares for the diluted earnings per share calculation. For the six months ended June 30, 2014 and 2013, options to purchase 397,341 and 444,666 shares, respectively, of Common Stock were not included in the computation of diluted earnings/(loss) per share because their effect was anti-dilutive. |
STOCKBASED_COMPENSATION_PLANS
STOCK-BASED COMPENSATION PLANS | 6 Months Ended | ||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||
STOCK-BASED COMPENSATION PLANS [Abstract] | ' | ||||||||||||||||||||
STOCK-BASED COMPENSATION PLANS | ' | ||||||||||||||||||||
-4 | STOCK-BASED COMPENSATION PLANS | ||||||||||||||||||||
The Company’s shareholders approved the 2005 Equity Incentive Plan (“2005 Plan”) in June 2005. The Company’s shareholders have approved several amendments to the 2005 Plan to increase the number of authorized shares of Common Stock issuable under the 2005 Plan (i) from 300,000 shares to 425,000 shares in June 2007, (ii) from 425,000 shares to 625,000 shares in June 2009, and (iii) from 625,000 shares to 775,000 shares in June 2012. At the 2014 annual meeting of shareholders held on June 5, 2014, the shareholders approved a proposal to increase the number of authorized shares of Common Stock issuable under the 2005 Plan from 775,000 shares to 1,025,000 shares. The 2005 Plan provides for the grant of incentive stock options, restricted stock, restricted stock units and stock grants to eligible employees (including officers and employee-directors) and non-statutory stock options to eligible 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 eligible employees with the opportunity to acquire equity in the Company. As of June 30, 2014, there were 324,701 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 June 30, 2014, there were 337,834 vested options and 115,999 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 | Six Months Ended | ||||||||||||||||||||
June 30, | June 30, | ||||||||||||||||||||
Valuation Assumptions | 2013 | 2014 | 2013 | 2014 | |||||||||||||||||
Expected life (1) | 5 | 5 | 5 | 5 | |||||||||||||||||
Risk-free interest rate (2) | 0.84 | % | 1.5 | % | 0.85 | % | 1.5 | % | |||||||||||||
Expected volatility (3) | 50 | % | 37 | % | 50 | % | 37 | % | |||||||||||||
Expected dividend yield | 5.08 | % | 4.94 | % | 5.07 | % | 4.94 | % | |||||||||||||
Expected forfeiture (4) | 17.72 | % | 20 | % | 17.72 | % | 20 | % | |||||||||||||
__________________________________________________________________________________ | |||||||||||||||||||||
-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. | ||||||||||||||||||||
A summary of option activity as of June 30, 2014, and changes during the six 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 January 1, 2014 | 482,833 | $ | 18.48 | $ | 10.75 - $21.85 | 3.9 | $ | 214 | |||||||||||||
Granted | 7,000 | $ | 17.71 | $ | 17.50 - $17.80 | ||||||||||||||||
Exercised | (10,000 | ) | $ | 10.75 | $ | 10.75 - $10.75 | |||||||||||||||
Cancelled | (26,000 | ) | $ | 20.32 | $ | 17.25 - $21.85 | |||||||||||||||
Outstanding at June 30, 2014 | 453,833 | $ | 18.54 | $ | 11.50 - $21.00 | 3.6 | $ | 212 | |||||||||||||
Exercisable at June 30, 2014 | 337,834 | $ | 18.91 | $ | 11.50 - $21.00 | 3 | $ | 145 | |||||||||||||
The weighted average grant date fair values of options granted were $3.62 per share and $4.89 per share during the six months ended June 30, 2014 and 2013, respectively. Net cash proceeds from the exercise of stock options during the six months ended June 30, 2014 and 2013 were approximately $65,000 and $43,000, respectively. The associated income tax effect from stock options exercised during the six months ended June 30, 2014 and 2013 was approximately $11,000 and ($32,000), respectively. As of the date of exercise, the total intrinsic values of options exercised during the six months ended June 30, 2014 and 2013 were approximately $67,000 and $147,000, respectively. As of June 30, 2014, there was approximately $342,000 of total unrecognized compensation expense related to non-vested stock options, which is expected to be recognized over a weighted average period of 2.12 years. |
DIVIDENDS
DIVIDENDS | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
DIVIDENDS [Abstract] | ' | ||||
DIVIDENDS | ' | ||||
-5 | DIVIDENDS | ||||
The Company has declared and paid the following quarterly cash dividends. | |||||
Date Dividend Paid | Quarterly Dividend Paid per Share | ||||
January 11, 2013; April 12, 2013; July 12, 2013; October 11, 2013 January 10, 2014; April 11, 2014, July 11, 2014 | $ | 0.22 | |||
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. |
LINE_OF_CREDIT
LINE OF CREDIT | 6 Months Ended | |
Jun. 30, 2014 | ||
LINE OF CREDIT [Abstract] | ' | |
LINE OF CREDIT | ' | |
-6 | LINE OF CREDIT | |
On September 13, 2013, the Company entered into a Credit Agreement with Compass Bank, which was amended on February 12, 2014 and August 8, 2014 (the “Credit Facility”). 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 June 30, 2014, the Company’s LIBOR borrowing rate was 1.30% 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 June 30, 2014, the Company had approximately $8.6 million LIBOR rate borrowings outstanding and approximately $3.4 million available for borrowing under the Credit Facility. The loan matures on September 13, 2016. The Credit Facility is collateralized 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 (i) a debt-to-EBITDA ratio of no more than 2.15 to 1.00 for the twelve months ended June 30, 2014, 2.45 to 1.00 (increased from 2.15 to 1.00 by the August 8, 2014 amendment) for the year ending December 31, 2014, 2.15 to 1.00 (increased from 2.05 to 1.00 by the August 8, 2014 amendment) for the twelve months ending June 30, 2015, 2.05 to 1.00 for the year ending December 31, 2015, and 2.00 to 1.00 for the twelve months ending June 30, 2016 and (ii) a fixed charge coverage ratio of not less than 1.25 to 1.00. | ||
As of June 30, 2014, the Company’s debt-to-EBITDA ratio was 2.25, exceeding the required covenant ratio of 2.15. On July 25, 2014, the Company received a waiver from Compass Bank for this covenant violation. As of June 30, 2014, the Company was in compliance with the fixed charge coverage ratio. |
TERM_LOAN
TERM LOAN | 6 Months Ended | |
Jun. 30, 2014 | ||
TERM LOAN [Abstract] | ' | |
TERM LOAN | ' | |
-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. |
DISCLOSURES_ABOUT_FAIR_VALUE_O
DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS | 6 Months Ended | ||||||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||||||
DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS [Abstract] | ' | ||||||||||||||||||||||||
DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS | ' | ||||||||||||||||||||||||
-8 | DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS | ||||||||||||||||||||||||
ASC Topic 825, ''Disclosures About Fair Value of Financial Instruments,'' requires disclosure about the fair value of financial instruments. Carrying amounts for all financial instruments included in current assets and current liabilities approximate estimated fair values due to the short maturity of those instruments. The fair values of the Company's long-term debt are based on similar rates currently available to the Company. The Company believes the book value approximates fair value for the notes receivable. | |||||||||||||||||||||||||
The Company follows ASC Topic 820, “Fair Value Measurements and Disclosures,” which defines fair value, establishes a framework for using fair value to measure assets and liabilities, and expands disclosures about fair value measurements. The statement establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of the inputs as follows: | |||||||||||||||||||||||||
Level 1: | Quoted prices are available in active markets for identical assets or liabilities. | ||||||||||||||||||||||||
Level 2: | Quoted prices in active markets for similar assets and liabilities that are observable for the asset or liability; or | ||||||||||||||||||||||||
Level 3: | Unobservable pricing inputs that are generally less observable from objective sources, such as discounted cash flow models or valuations. | ||||||||||||||||||||||||
ASC Topic 820 requires financial assets and liabilities to be classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. There were no transfers between the fair value hierarchy levels during the quarters ended June 30, 2013 and 2014. | |||||||||||||||||||||||||
The following table represents the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2013 and June 30, 2014 by level within the fair value hierarchy: | |||||||||||||||||||||||||
31-Dec-13 | 30-Jun-14 | ||||||||||||||||||||||||
Fair Value Measurement Using | Fair Value Measurement Using | ||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||
Contingent Liabilities Balance | $ | - | $ | - | $ | 421,000 | $ | - | $ | - | $ | 421,000 |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 6 Months Ended | |
Jun. 30, 2014 | ||
SUBSEQUENT EVENTS [Abstract] | ' | |
SUBSEQUENT EVENTS | ' | |
-9 | SUBSEQUENT EVENTS | |
Effective August 1, 2014, the Company consolidated the dental services of one of its Offices into another Office and subsequently closed this Office. | ||
In August 2014, the Company leased space for an additional de novo Office, which is located in Commerce City, Colorado and will open in 2015. The Company anticipates it will require approximately $550,000 in capital expenditures to fully equip this de novo Office. | ||
As further discussed in Note 6 – Line of Credit, on August 8, 2014, the Company entered into a second amendment (the “Second Amendment”) to its Credit Facility with Compass Bank. The Second Amendment amends the Credit Facility by (i) revising the definition of Adjusted EBITDA to exclude certain one-time charges to be incurred by the Company during the third quarter of 2014 and (ii) revising the debt-to-EBITDA ratio covenant requirements. In addition, in the Second Amendment, Compass Bank waived the Company’s violation of the debt-to-EBITDA ratio covenant as of June 30, 2014. |
SIGNIFICANT_ACCOUNTING_POLICIE1
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2014 | |
SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ' |
Basis of Presentation/Basis of Consolidation | ' |
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. | |
Reclassification | ' |
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. | |
Revenue | ' |
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 June 30, 2014. | |
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. | |
Note Receivable | ' |
Note Receivable | |
A note receivable was created as part of a dental Office acquisition, of which approximately $130,000 in principal amount is outstanding at June 30, 2014. The note has level monthly principal and interest amortization payments and a maturity date of October 31, 2018. The note bears interest of 6% which is accrued monthly. If the note is uncollectible, an allowance for doubtful accounts would be created. There was no allowance for doubtful accounts for the note as of June 30, 2014 or December 31, 2013. | |
Intangible Assets | ' |
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 June 30, 2014 and 2013, respectively. Amortization remained constant at approximately $450,000 for the six months ended June 30, 2014 and 2013, 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. There were no impairment write-downs associated with the Company’s long-lived and intangible assets during the quarters ended June 30, 2014 and 2013. | |
Stock-Based Compensation Expense | ' |
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 June 30, 2014 and 2013 was approximately $70,000 and $107,000 respectively, related to stock options. Total stock-based compensation expense included in the Company’s condensed consolidated statements of income for the six months ended June 30, 2014 and 2013 was approximately $170,000 and $238,000, respectively, related to stock options. 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 June 30, 2014 equal to the expected option term. Expected pre-vesting forfeitures were estimated based on historical pre-vesting forfeitures over the most recent periods ended June 30, 2014 for the expected option term. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
In July 2013, 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. ASU 2013-11 is not expected to have a material effect on the Company’s consolidated financial statements. | |
In May 2014, FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). This update will establish a comprehensive revenue recognition standard for virtually all industries in GAAP. ASU 2014-09 will change the amount and timing of revenue and cost recognition, implementation, disclosures and documentation. ASU 2014-09 is effective for fiscal years beginning in 2017. The Company is currently evaluating whether the adoption of ASU 2014-09 will have a material effect on the Company’s consolidated financial statements. |
EARNINGS_PER_SHARE_Tables
EARNINGS PER SHARE (Tables) | 6 Months Ended | ||||||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||||||
EARNINGS PER SHARE [Abstract] | ' | ||||||||||||||||||||||||
Earnings per share calculation | ' | ||||||||||||||||||||||||
The Company calculates earnings per share in accordance with ASC Topic 260. | |||||||||||||||||||||||||
Quarters Ended June 30, | |||||||||||||||||||||||||
2013 | 2014 | ||||||||||||||||||||||||
Net Income/(Loss) | Shares | Per Share Amount | Net Income/(Loss) | Shares | Per Share Amount | ||||||||||||||||||||
Basic EPS | $ | 179,560 | 1,851,598 | $ | 0.1 | $ | (59,241 | ) | 1,860,089 | $ | (0.03 | ) | |||||||||||||
Effect of Dilutive Stock Options | - | 12,257 | - | - | - | - | |||||||||||||||||||
Diluted EPS | $ | 179,560 | 1,863,855 | $ | 0.1 | $ | (59,241 | ) | 1,860,089 | $ | (0.03 | ) | |||||||||||||
Six Months Ended June 30, | |||||||||||||||||||||||||
2013 | 2014 | ||||||||||||||||||||||||
Net Income/(Loss) | Shares | Per Share Amount | Net Income/(Loss) | Shares | Per Share Amount | ||||||||||||||||||||
Basic EPS | $ | 420,870 | 1,849,118 | $ | 0.23 | $ | (9,908 | ) | 1,857,288 | $ | (0.01 | ) | |||||||||||||
Effect of Dilutive Stock Options | - | 11,902 | - | - | - | ||||||||||||||||||||
Diluted EPS | $ | 420,870 | 1,861,020 | $ | 0.23 | $ | (9,908 | ) | 1,857,288 | $ | (0.01 | ) |
STOCKBASED_COMPENSATION_PLANS_
STOCK-BASED COMPENSATION PLANS (Tables) | 6 Months Ended | ||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||
STOCK-BASED COMPENSATION PLANS [Abstract] | ' | ||||||||||||||||||||
Options valuation assumptions | ' | ||||||||||||||||||||
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 | Six Months Ended | ||||||||||||||||||||
June 30, | June 30, | ||||||||||||||||||||
Valuation Assumptions | 2013 | 2014 | 2013 | 2014 | |||||||||||||||||
Expected life (1) | 5 | 5 | 5 | 5 | |||||||||||||||||
Risk-free interest rate (2) | 0.84 | % | 1.5 | % | 0.85 | % | 1.5 | % | |||||||||||||
Expected volatility (3) | 50 | % | 37 | % | 50 | % | 37 | % | |||||||||||||
Expected dividend yield | 5.08 | % | 4.94 | % | 5.07 | % | 4.94 | % | |||||||||||||
Expected forfeiture (4) | 17.72 | % | 20 | % | 17.72 | % | 20 | % | |||||||||||||
__________________________________________________________________________________ | |||||||||||||||||||||
-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. | ||||||||||||||||||||
Summary of option activity | ' | ||||||||||||||||||||
A summary of option activity as of June 30, 2014, and changes during the six 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 January 1, 2014 | 482,833 | $ | 18.48 | $ | 10.75 - $21.85 | 3.9 | $ | 214 | |||||||||||||
Granted | 7,000 | $ | 17.71 | $ | 17.50 - $17.80 | ||||||||||||||||
Exercised | (10,000 | ) | $ | 10.75 | $ | 10.75 - $10.75 | |||||||||||||||
Cancelled | (26,000 | ) | $ | 20.32 | $ | 17.25 - $21.85 | |||||||||||||||
Outstanding at June 30, 2014 | 453,833 | $ | 18.54 | $ | 11.50 - $21.00 | 3.6 | $ | 212 | |||||||||||||
Exercisable at June 30, 2014 | 337,834 | $ | 18.91 | $ | 11.50 - $21.00 | 3 | $ | 145 |
DIVIDENDS_Tables
DIVIDENDS (Tables) | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
DIVIDENDS [Abstract] | ' | ||||
Dividends payable | ' | ||||
The Company has declared and paid the following quarterly cash dividends. | |||||
Date Dividend Paid | Quarterly Dividend Paid per Share | ||||
January 11, 2013; April 12, 2013; July 12, 2013; October 11, 2013 January 10, 2014; April 11, 2014, July 11, 2014 | $ | 0.22 |
DISCLOSURES_ABOUT_FAIR_VALUE_O1
DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 6 Months Ended | ||||||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||||||
DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS [Abstract] | ' | ||||||||||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis | ' | ||||||||||||||||||||||||
The following table represents the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2013 and June 30, 2014 by level within the fair value hierarchy: | |||||||||||||||||||||||||
31-Dec-13 | 30-Jun-14 | ||||||||||||||||||||||||
Fair Value Measurement Using | Fair Value Measurement Using | ||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||
Contingent Liabilities Balance | $ | - | $ | - | $ | 421,000 | $ | - | $ | - | $ | 421,000 |
SIGNIFICANT_ACCOUNTING_POLICIE2
SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Note Receivable [Abstract] | ' | ' | ' | ' |
Outstanding principal amount of note receivables | $130,000 | ' | $130,000 | ' |
Maturity date | ' | ' | 31-Oct-18 | ' |
Interest rate on notes receivable (in hundredths) | ' | ' | 6.00% | ' |
INTANGIBLE ASSETS [Abstract] | ' | ' | ' | ' |
Life of the management agreement | ' | ' | '40 years | ' |
Amortization period for contract | ' | ' | '25 years | ' |
Amortization expense | 225,000 | 225,000 | 450,000 | 450,000 |
Impairment of Long-Lived and Intangible Assets [Abstract] | ' | ' | ' | ' |
Impairment of long-lived and intangible assets | ' | ' | 0 | 0 |
Stock Options [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Stock based compensation expense | $70,000 | $107,000 | $170,000 | $238,000 |
EARNINGS_PER_SHARE_Details
EARNINGS PER SHARE (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Net income, diluted [Abstract] | ' | ' | ' | ' |
Net income/(loss), basic EPS | ($59,241) | $179,560 | ($9,908) | $420,870 |
Effect of dilutive stock options | 0 | 0 | 0 | 0 |
Net income, diluted EPS | ($59,241) | $179,560 | ($9,908) | $420,870 |
Weighted average number of shares outstanding reconciliation [Abstract] | ' | ' | ' | ' |
Weighted average number of shares, basic EPS (in shares) | 1,860,089 | 1,851,598 | 1,857,288 | 1,849,118 |
Effect of dilutive stock options, shares (in shares) | 0 | 12,257 | 0 | 11,902 |
Weighted average number of shares outstanding, diluted EPS (in shares) | 1,860,089 | 1,863,855 | 1,857,288 | 1,861,020 |
Earnings per share, basic and diluted [Abstract] | ' | ' | ' | ' |
Earnings per share, basic EPS (in dollars per share) | ($0.03) | $0.10 | ($0.01) | $0.23 |
Effect of dilutive stock option (in dollars per share) | $0 | $0 | $0 | $0 |
Per share amount - Diluted EPS (in dollars per share) | ($0.03) | $0.10 | ($0.01) | $0.23 |
Antidilutive securities (in shares) | 396,012 | 432,666 | 397,341 | 444,666 |
STOCKBASED_COMPENSATION_PLANS_1
STOCK-BASED COMPENSATION PLANS (Details) (Stock Options [Member], USD $) | 3 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2009 | Jun. 30, 2007 | Jun. 30, 2005 | |||||
Minimum [Member] | Maximum [Member] | 2005 Plan [Member] | 2005 Plan [Member] | 2005 Plan [Member] | 2005 Plan [Member] | 2005 Plan [Member] | 2005 Plan [Member] | ||||||||||
Administrator | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Number of common stock shares originally authorized (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ||||
Number of common stock shares authorized under the plan (in shares) | ' | ' | ' | ' | ' | ' | ' | 1,025,000 | ' | 775,000 | 625,000 | 425,000 | ' | ||||
Shares available for issuance (in shares) | ' | ' | ' | ' | ' | ' | ' | 324,701 | ' | ' | ' | ' | ' | ||||
Minimum number of plan administrators | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ||||
Vested options (in shares) | ' | ' | ' | ' | ' | ' | ' | 337,834 | ' | ' | ' | ' | ' | ||||
Unvested options (in shares) | ' | ' | ' | ' | ' | ' | ' | 115,999 | ' | ' | ' | ' | ' | ||||
Fair value assumptions [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Expected life | '5 years | [1] | '5 years | [1] | '5 years | [1] | '5 years | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Risk-free interest rate (in hundredths) | 1.50% | [2] | 0.84% | [2] | 1.50% | [2] | 0.85% | [2] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected volatility (in hundredths) | 37.00% | [3] | 50.00% | [3] | 37.00% | [3] | 50.00% | [3] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected dividend yield (in hundredths) | 4.94% | 5.08% | 4.94% | 5.07% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Expected Forfeiture (in hundredths) | 20.00% | [4] | 17.72% | [4] | 20.00% | [4] | 17.72% | [4] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options outstanding [Rollforward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Outstanding, beginning balance (in shares) | ' | ' | 482,833 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Granted (in shares) | ' | ' | 7,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Exercised (in shares) | ' | ' | -10,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Cancelled (in shares) | ' | ' | -26,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Outstanding, ending balance (in shares) | 452,833 | ' | 452,833 | ' | 482,833 | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Exercisable (in shares) | 337,834 | ' | 337,834 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Options weighted average exercise price [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Outstanding, beginning balance (in dollars per share) | ' | ' | $18.48 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Granted (in dollars per share) | ' | ' | $17.71 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Exercised (in dollars per share) | ' | ' | $10.75 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Cancelled (in dollars per share) | ' | ' | $20.32 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Outstanding, ending balance (in dollars per share) | $18.54 | ' | $18.54 | ' | $18.48 | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Exercisable (in dollars per share) | $18.91 | ' | $18.91 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Range of Exercise Prices [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Outstanding, beginning of period (in dollars per share) | ' | ' | ' | ' | ' | $10.75 | $21.85 | ' | ' | ' | ' | ' | ' | ||||
Granted (in dollars per share) | ' | ' | ' | ' | ' | $17.50 | $17.80 | ' | ' | ' | ' | ' | ' | ||||
Exercised (in dollars per share) | ' | ' | ' | ' | ' | $10.75 | $10.75 | ' | ' | ' | ' | ' | ' | ||||
Cancelled (in dollars per share) | ' | ' | ' | ' | ' | $17.25 | $21.85 | ' | ' | ' | ' | ' | ' | ||||
Outstanding, end of period (in dollars per share) | ' | ' | ' | ' | ' | $11.50 | $21 | ' | ' | ' | ' | ' | ' | ||||
Exercisable (in dollars per share) | ' | ' | ' | ' | ' | $11.50 | $21 | ' | ' | ' | ' | ' | ' | ||||
Options, additional disclosures [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Outstanding, weighted average remaining contractual term | ' | ' | '3 years 7 months 6 days | ' | '3 years 10 months 24 days | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Outstanding, aggregate intrinsic value | $212,000 | ' | $212,000 | ' | $214,000 | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Exercisable, weighted average remaining contractual term | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Exercisable, aggregate intrinsic value | 145,000 | ' | 145,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Weighted average grant date fair value of options (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | $3.62 | $4.89 | ' | ' | ' | ' | ||||
Net cash proceeds from the exercise of stock options | ' | ' | ' | ' | ' | ' | ' | 65,000 | 43,000 | ' | ' | ' | ' | ||||
Income tax effect | ' | ' | ' | ' | ' | ' | ' | 11,000 | -32,000 | ' | ' | ' | ' | ||||
Intrinsic value | ' | ' | ' | ' | ' | ' | ' | 67,000 | 147,000 | ' | ' | ' | ' | ||||
Total unrecognized compensation expense | ' | ' | ' | ' | ' | ' | ' | $342,000 | ' | ' | ' | ' | ' | ||||
Weighted average period for recognition | ' | ' | ' | ' | ' | ' | ' | '2 years 1 month 13 days | ' | ' | ' | ' | ' | ||||
[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. |
DIVIDENDS_Details
DIVIDENDS (Details) (USD $) | 3 Months Ended | ||||||
Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | |
DIVIDENDS [Abstract] | ' | ' | ' | ' | ' | ' | ' |
Quarterly Dividend Paid per Share (in dollars per share) | $0.22 | $0.22 | $0.22 | $0.22 | $0.22 | $0.22 | $0.22 |
Date Dividends Paid | 11-Jul-14 | 11-Apr-14 | 10-Jan-14 | 11-Oct-13 | 12-Jul-13 | 12-Apr-13 | 11-Jan-13 |
LINE_OF_CREDIT_Details
LINE OF CREDIT (Details) (Line of Credit [Member], USD $) | 6 Months Ended | |
In Millions, unless otherwise specified | Jun. 30, 2014 | Sep. 13, 2013 |
Ratio | ||
Long-term Debt [Line Items] | ' | ' |
Maximum borrowing capacity | ' | $12 |
Interest terms | 'Interest is computed at either the lenderbs prime rate or at LIBOR rate plus 1.15% in effect from time-to-time at the Companybs option. | ' |
Commitment fee percentage (in hundredths) | 0.25% | ' |
Remaining borrowing capacity | 3.4 | ' |
Maturity date | 13-Sep-16 | ' |
Debt-to-EBITDA ratio | 2.25 | ' |
Requirement at December 31, 2014 [Member] | ' | ' |
Long-term Debt [Line Items] | ' | ' |
Debt-to-EBITDA ratio | 2.45 | ' |
Fixed charge coverage ratio | 1.25 | ' |
Requirement at December 31, 2014 [Member] | August 8, 2014 Amendment [Member] | ' | ' |
Long-term Debt [Line Items] | ' | ' |
Debt-to-EBITDA ratio | 2.15 | ' |
Requirement at December 31, 2015 [Member] | ' | ' |
Long-term Debt [Line Items] | ' | ' |
Debt-to-EBITDA ratio | 2.05 | ' |
Fixed charge coverage ratio | 1.25 | ' |
Requirement at June 30, 2014 [Member] | ' | ' |
Long-term Debt [Line Items] | ' | ' |
Debt-to-EBITDA ratio | 2.15 | ' |
Fixed charge coverage ratio | 1.25 | ' |
Requirement at June 30, 2015 [Member] | ' | ' |
Long-term Debt [Line Items] | ' | ' |
Debt-to-EBITDA ratio | 2.15 | ' |
Fixed charge coverage ratio | 1.25 | ' |
Requirement at June 30, 2015 [Member] | August 8, 2014 Amendment [Member] | ' | ' |
Long-term Debt [Line Items] | ' | ' |
Debt-to-EBITDA ratio | 2.05 | ' |
Requirement at June 30, 2016 [Member] | ' | ' |
Long-term Debt [Line Items] | ' | ' |
Debt-to-EBITDA ratio | 2 | ' |
Fixed charge coverage ratio | 1.25 | ' |
Base Rate Option [Member] | ' | ' |
Long-term Debt [Line Items] | ' | ' |
Borrowing rate (in hundredths) | 3.25% | ' |
LIBOR Borrowing Rate [Member] | ' | ' |
Long-term Debt [Line Items] | ' | ' |
Basis spread on variable rate (in hundredths) | 1.15% | ' |
Borrowing rate (in hundredths) | 1.30% | ' |
Amount outstanding | $8.60 | ' |
TERM_LOAN_Details
TERM LOAN (Details) (Term Loan [Member], KeyBank National Association [Member], USD $) | 0 Months Ended |
In Millions, unless otherwise specified | Sep. 13, 2013 |
Term Loan [Member] | KeyBank National Association [Member] | ' |
Long-term Debt [Line Items] | ' |
Repayment of long term debt | $3.60 |
DISCLOSURES_ABOUT_FAIR_VALUE_O2
DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) (Fair Value, Measurements, Recurring [Member], USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Fair Value, Inputs, Level 1 [Member] | ' | ' |
Liabilities, Fair Value Disclosure [Abstract] | ' | ' |
Contingent liabilities, fair value | $0 | $0 |
Fair Value, Inputs, Level 2 [Member] | ' | ' |
Liabilities, Fair Value Disclosure [Abstract] | ' | ' |
Contingent liabilities, fair value | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' |
Contingent Liabilities Balance at Beginning of Period | 421,000 | 421,000 |
Contingent Liabilities Balance at End of Period | $421,000 | $421,000 |
SUBSEQUENT_EVENTS_Details
SUBSEQUENT EVENTS (Details) (Subsequent Event [Member], USD $) | 6 Months Ended |
Jun. 30, 2014 | |
Subsequent Event [Member] | ' |
Subsequent Event [Line Items] | ' |
Anticipated capital expenditure to fully equip new office | $550,000 |