Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 26, 2015 | Jun. 30, 2014 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | BIRNER DENTAL MANAGEMENT SERVICES INC | ||
Entity Central Index Key | 948072 | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $14,379,123 | ||
Entity Common Stock, Shares Outstanding | 1,859,689 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $310,229 | $469,827 |
Accounts receivable, net of allowance for doubtful accounts of approximately $420,000 and $420,000, respectively | 3,185,136 | 3,250,319 |
Notes receivable | 34,195 | 34,195 |
Deferred tax asset | 614,944 | 272,523 |
Income tax receivable | 0 | 176,935 |
Prepaid expenses and other assets | 520,187 | 455,158 |
Total current assets | 4,664,691 | 4,658,957 |
PROPERTY AND EQUIPMENT, net | 11,258,025 | 10,126,399 |
OTHER NONCURRENT ASSETS: | ||
Intangible assets, net | 8,410,535 | 9,292,868 |
Deferred charges and other assets | 160,853 | 165,661 |
Notes receivable | 82,929 | 109,501 |
Total assets | 24,577,033 | 24,353,386 |
CURRENT LIABILITIES: | ||
Accounts payable | 2,912,162 | 2,548,240 |
Accrued expenses | 1,557,811 | 1,641,509 |
Accrued payroll and related expenses | 2,511,953 | 2,192,495 |
Income taxes payable | 6,638 | 0 |
Total current liabilities | 6,988,564 | 6,382,244 |
LONG-TERM LIABILITIES: | ||
Deferred tax liability, net | 2,951,321 | 3,030,205 |
Long-term debt | 9,833,453 | 8,091,790 |
Other long-term obligations | 1,046,633 | 965,959 |
Total liabilities | 20,819,971 | 18,470,198 |
COMMITMENTS AND CONTINGENCIES (Notes 8 & 10) | ||
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 1,859,689 shares issued and outstanding, respectively | 1,214,056 | 779,758 |
Retained earnings | 2,543,006 | 5,103,430 |
Total shareholders' equity | 3,757,062 | 5,883,188 |
Total liabilities and shareholders' equity | $24,577,033 | $24,353,386 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 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) | 1,859,689 | 1,852,565 |
Common Stock, outstanding (in shares) | 1,859,689 | 1,852,565 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||||
REVENUE: | ||||||
Dental practice revenue | $59,924,198 | $58,461,286 | $56,513,816 | |||
Capitation revenue | 5,201,402 | 5,644,588 | 5,840,373 | |||
Total revenue | 65,125,600 | 64,105,874 | 62,354,189 | |||
DIRECT EXPENSES: | ||||||
Clinical salaries and benefits | 38,641,198 | 38,171,494 | 35,402,831 | |||
Dental supplies | 2,977,962 | 2,799,518 | 2,693,604 | |||
Laboratory fees | 3,298,723 | 3,108,544 | 3,133,481 | |||
Occupancy | 5,900,176 | 5,822,508 | 5,549,650 | |||
Advertising and marketing | 965,202 | 1,082,034 | 2,018,264 | |||
Depreciation and amortization | 4,229,253 | 3,448,707 | 2,838,582 | |||
General and administrative | 5,441,126 | 4,774,597 | 4,934,926 | |||
Total direct expense | 61,453,640 | 59,207,402 | 56,571,338 | |||
Contribution from dental offices | 3,671,960 | 4,898,472 | 5,782,851 | |||
CORPORATE EXPENSES: | ||||||
General and administrative | 4,659,610 | [1] | 4,604,320 | [1] | 4,207,681 | [1] |
Depreciation and amortization | 223,019 | 200,431 | 161,693 | |||
OPERATING INCOME/(LOSS) | -1,210,669 | 93,721 | 1,413,477 | |||
OTHER INCOME (EXPENSE): | ||||||
Change in fair value of contingent liabilities | 0 | 196,000 | 0 | |||
Gain from early extinguishment of debt | 0 | 22,059 | 0 | |||
Interest (expense), net | -115,750 | -100,647 | -104,147 | |||
INCOME/(LOSS) BEFORE INCOME TAXES | -1,326,419 | 211,133 | 1,309,330 | |||
Income tax expense/(benefit) | -402,785 | 121,960 | 502,066 | |||
NET INCOME/(LOSS) | ($923,634) | $89,173 | $807,264 | |||
Net income/(loss) per share of Common Stock - Basic (in dollars per share) | ($0.50) | $0.05 | $0.44 | |||
Net income/(loss) per share of Common Stock - Diluted (in dollars per share) | ($0.50) | $0.05 | $0.44 | |||
Cash dividends per share of Common Stock (in dollars per share) | $0.88 | $0.88 | $0.88 | |||
Weighted average number of shares of Common Stock and dilutive securities: | ||||||
Basic (in shares) | 1,858,650 | 1,850,257 | 1,839,149 | |||
Diluted (in shares) | 1,858,650 | 1,861,088 | 1,848,714 | |||
[1] | Corporate expenses - general and administrative includes $600,936 of stock-based compensation expense pursuant to ASC Topic 718 for the year ended December 31, 2012, $467,028 of stock-based compensation expense pursuant to ASC Topic 718 for the year ended December 31, 2013 and $364,880 of stock-based compensation expense pursuant to ASC Topic 718 and $338,861 of severance compensation expense for the year ended December 31, 2014 |
CONSOLIDATED_STATEMENTS_OF_OPE1
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) (General and Administrative Expenses [Member], USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
General and Administrative Expenses [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock based compensation expense | $364,880 | $467,028 | $600,936 |
Severance compensation expense | $338,861 |
CONSOLIDATED_STATEMENTS_OF_SHA
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (USD $) | Common Stock [Member] | Retained Earnings [Member] | Total |
BALANCES at Dec. 31, 2011 | $368,186 | $7,457,904 | $7,826,090 |
BALANCES (in shares) at Dec. 31, 2011 | 1,837,519 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Common Stock options exercised, net | 0 | 0 | 0 |
Common Stock options exercised, net (in shares) | 7,790 | 34,422 | |
Purchase and retirement of Common Stock | -621,697 | 0 | -621,697 |
Purchase and retirement of Common Stock (in shares) | -37,787 | ||
LTIP restricted stock units issued (in shares) | 34,880 | ||
Tax benefit (expense) of Common Stock options exercised | -18,189 | 0 | -18,189 |
Dividends declared on Common Stock | 0 | -1,622,435 | -1,622,435 |
Stock-based compensation expense | 600,936 | 0 | 600,936 |
Net income (loss) | 0 | 807,264 | 807,264 |
BALANCES at Dec. 31, 2012 | 329,236 | 6,642,733 | 6,971,969 |
BALANCES (in shares) at Dec. 31, 2012 | 1,842,402 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Common Stock options exercised, net | 43,000 | 0 | 43,000 |
Common Stock options exercised, net (in shares) | 10,163 | 53,501 | |
Tax benefit (expense) of Common Stock options exercised | -59,506 | 0 | -59,506 |
Dividends declared on Common Stock | 0 | -1,628,476 | -1,628,476 |
Stock-based compensation expense | 467,028 | 0 | 467,028 |
Net income (loss) | 0 | 89,173 | 89,173 |
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, net | 64,500 | 0 | 64,500 |
Common Stock options exercised, net (in shares) | 7,524 | 10,000 | |
Purchase and retirement of Common Stock | -6,293 | 0 | -6,293 |
Purchase and retirement of Common Stock (in shares) | -400 | ||
Tax benefit (expense) of Common Stock options exercised | 11,211 | 0 | 11,211 |
Dividends declared on Common Stock | 0 | -1,636,790 | -1,636,790 |
Stock-based compensation expense | 364,880 | 0 | 364,880 |
Net income (loss) | 0 | -923,634 | -923,634 |
BALANCES at Dec. 31, 2014 | $1,214,056 | $2,543,006 | $3,757,062 |
BALANCES (in shares) at Dec. 31, 2014 | 1,859,689 | 1,859,689 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income/(loss) | ($923,634) | $89,173 | $807,264 |
Adjustments to reconcile net income/(loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 4,452,272 | 3,649,138 | 3,000,275 |
Stock compensation expense | 364,880 | 467,028 | 600,936 |
Provision for doubtful accounts | 873,269 | 390,218 | 579,419 |
Provision for (benefit from) deferred income taxes | -421,305 | -34,433 | 680,053 |
Change in fair value of contingent liabilities | 0 | -196,000 | 0 |
Gain from early extinguishment of debt | 0 | -22,059 | 0 |
Loss on sale of assets | 9,220 | 0 | 0 |
Changes in assets and liabilities, net of effects from acquisitions: | |||
Accounts receivable | -808,086 | -1,026,385 | -337,845 |
Prepaid expenses and other assets | -65,029 | 27,139 | 112,796 |
Deferred charges and other assets | 4,808 | -7,345 | 6,951 |
Accounts payable | 363,922 | 628,783 | -191,698 |
Accrued expenses | -85,266 | -803 | -334,217 |
Accrued payroll and related expenses | 319,458 | 474,078 | -12,856 |
Income taxes payable/(receivable) | 183,573 | 265,695 | -557,668 |
Other long-term obligations | 80,674 | -363,351 | 42,685 |
Net cash provided by operating activities | 4,348,756 | 4,340,876 | 4,396,095 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Notes receivable | 26,572 | 22,022 | 33,724 |
Capital expenditures | -4,730,059 | -4,980,584 | -4,202,648 |
Proceeds from sale of assets | 19,275 | 0 | 0 |
Net cash used in investing activities | -4,684,212 | -4,958,562 | -4,168,924 |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Advances - line of credit | 27,809,707 | 28,417,653 | 21,662,666 |
Advances - term loan | 0 | 2,000,000 | 2,000,000 |
Repayments - line of credit | -26,068,044 | -24,999,905 | -21,239,691 |
Repayments - term loan | 0 | -3,800,000 | -200,000 |
Proceeds from exercise of Common Stock options | 64,500 | 43,000 | 0 |
Purchase and retirement of Common Stock | -6,293 | 0 | -621,697 |
Tax benefit (expense) of Common Stock options exercised | 11,211 | -59,506 | -18,189 |
Common Stock cash dividends | -1,635,223 | -1,626,240 | -1,621,627 |
Net cash provided by (used in) financing activities | 175,858 | -24,998 | -38,538 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | -159,598 | -642,684 | 188,633 |
CASH AND CASH EQUIVALENTS, beginning of year | 469,827 | 1,112,511 | 923,878 |
CASH AND CASH EQUIVALENTS, end of year | 310,229 | 469,827 | 1,112,511 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||
Cash paid during the year for interest | 133,686 | 157,204 | 132,374 |
Cash paid during the year for income taxes | 16,226 | 172,104 | 397,759 |
Cash received during the year for income taxes | $192,491 | $221,900 | $0 |
DESCRIPTION_OF_BUSINESS_AND_OR
DESCRIPTION OF BUSINESS AND ORGANIZATION | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
DESCRIPTION OF BUSINESS AND ORGANIZATION [Abstract] | |||||||||||||
DESCRIPTION OF BUSINESS AND ORGANIZATION | -1 | DESCRIPTION OF BUSINESS AND ORGANIZATION | |||||||||||
Birner Dental Management Services, Inc., a Colorado corporation (the ''Company''), was incorporated in May 1995 and provides business services to dental group practices. As of December 31, 2012, 2013 and 2014, the Company managed 65, 66 and 67 dental practices (collectively referred to as the ''Offices''), respectively. The Company provides business services, which are designed to improve the efficiency and profitability of the dental practices. The Offices are organized as professional corporations (“P.C.s”) and the Company provides its business services to the Offices under long-term management agreements (the ''Management Agreements''). | |||||||||||||
The Company has grown primarily through acquisitions and Offices developed internally (“de novo Offices”). The following table highlights the Company’s growth through December 31, 2014 as follows: | |||||||||||||
Acquisitions | De Novo Developments | Office Consolidations/ | |||||||||||
Closings | |||||||||||||
2004 and Prior | 42 | 22 | (7 | ) | |||||||||
2006 | - | 4 | (1 | ) | |||||||||
2007 | - | - | - | ||||||||||
2008 | - | 1 | - | ||||||||||
2009 | 3 | - | - | ||||||||||
2010 | - | 2 | (2 | ) | |||||||||
2011 | - | - | - | ||||||||||
2012 | - | 2 | (1 | ) | |||||||||
2013 | - | 2 | (1 | ) | |||||||||
2014 | - | 2 | (1 | ) | |||||||||
Total | 45 | 35 | (13 | ) | |||||||||
The Company's operations and expansion strategy depend, in part, on the availability of dentists, dental hygienists and other professional personnel and the ability to hire and assimilate additional management and other employees to accommodate expanded operations. | |||||||||||||
During 2014, the Company opened two de novo Offices. One Office, which is located in Fort Collins, Colorado, opened in May 2014. The second de novo Office, which is located in Scottsdale, Arizona, opened in October 2014. During August 2014, the Company consolidated the dental services of one of its Denver, Colorado Offices into another Office and subsequently closed the first Office. |
SIGNIFICANT_ACCOUNTING_POLICIE
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | ||||||||||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||||||
SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |||||||||||||||||||||||||||||||||||||
SIGNIFICANT ACCOUNTING POLICIES | -2 | SIGNIFICANT ACCOUNTING POLICIES | |||||||||||||||||||||||||||||||||||
Basis of Presentation/Basis of Consolidation | |||||||||||||||||||||||||||||||||||||
The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States (“GAAP”). These financial statements present the financial position and results of operations of the Company and the Offices, which are under the control of the Company. All intercompany accounts and transactions have been eliminated in the consolidation. Certain prior year amounts have been reclassified to conform to the presentation used in 2014. Such reclassification had no effect on net income. | |||||||||||||||||||||||||||||||||||||
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 has obtained control of substantially all of the 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 at each of the Offices. Certain key features of the Management Agreements 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 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 (although 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 practice. | |||||||||||||||||||||||||||||||||||||
The Company prepares its consolidated financial statements in accordance with ASC Topic 810, “Consolidation”, which provides for consolidation of variable interest entities of which the Company is the primary beneficiary. The Company has concluded that the P.C.s meet the definition of variable interest entities as defined by this standard and that the Company is the primary beneficiary of these variable interest entities. The Company concluded that the P.C.s meet the definition of variable interest entities because the equity investment at risk by each P.C. owner, which generally has not been more than $100, is not sufficient on a quantitative or qualitative basis to support each P.C.’s activities without additional financial support from the Company, which is provided through (i) the Company’s advancement of operating costs on behalf of the P.C.s and forgoing any amounts due the Company from the P.C.s under the Management Agreements when the P.C.s lack sufficient cash flow to pay the management fees in full and (ii) the Company’s capital investments in facilities and dental equipment used by the P.C.s in the operation of their dental practices. The Company determined that it is the primary beneficiary, as defined in ASC 810-10-38, of the P.C.s because (i) it absorbs losses of the P.C.s by forgoing the management fees, (ii) through the Management Agreements, the Company has the power to direct the activities of the P.C.s that most significantly impact the P.C.s’ economic performance, provides business and marketing services at the Offices, including providing capital, payment of all Center Expenses (as defined in the Management Agreements), designing and implementing marketing programs, negotiating for the purchase of supplies, staffing, recruiting, training of non-dental personnel, billing and collecting patient fees, arranging for certain legal and accounting services, and negotiating with managed care organizations, and (iii) no other party provides financial support to the P.C.s, and the P.C.s have no independent ability to support themselves. Accordingly, the net assets and results of operations of the P.C.s are included in the consolidated financial statements of the Company, and all transactions between the P.C.s and the Company, such as the management fees the Company charges, have been eliminated. | |||||||||||||||||||||||||||||||||||||
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 management's knowledge, there are no material claims, disputes or other unsettled matters that exist concerning third-party reimbursements. | |||||||||||||||||||||||||||||||||||||
During 2012, 2013 and 2014, 9.4%, 8.8% and 8.0%, respectively, of the Company's revenue was derived from capitated managed dental care contracts. Under these contracts, the Offices receive a fixed monthly payment for each covered plan member for a specific schedule of services regardless of the quantity or cost of services provided by the Offices. Additionally, the Offices may receive co-pays from the patient for certain services provided. Revenue from the Company’s capitated managed dental care contracts is recognized as earned on a monthly basis. | |||||||||||||||||||||||||||||||||||||
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. | |||||||||||||||||||||||||||||||||||||
Contribution From Dental Offices | |||||||||||||||||||||||||||||||||||||
''Contribution from dental offices'' represents the excess of revenue from the operations of the Offices over direct expenses associated with operating the Offices. Revenue and direct expenses relate exclusively to business activities associated with the Offices. Contribution from dental offices provides an indication of the level of earnings generated from the operation of the Offices to cover corporate expenses, interest expense and income taxes. | |||||||||||||||||||||||||||||||||||||
Advertising and Marketing | |||||||||||||||||||||||||||||||||||||
Costs of advertising, promotion and marketing are expensed as incurred. | |||||||||||||||||||||||||||||||||||||
Cash and Cash Equivalents | |||||||||||||||||||||||||||||||||||||
Cash and cash equivalents include money market accounts and all highly liquid investments with original maturities of three months or less. From time to time, the Company may have cash at one bank in excess of the federally insured amount. As of December 31, 2014, the Company did not have cash at any banks in excess of the federally insured amount. | |||||||||||||||||||||||||||||||||||||
Accounts Receivable | |||||||||||||||||||||||||||||||||||||
Accounts receivable represents receivables from patients and other third-party payors for dental services provided. Such amounts are recorded net of contractual allowances and other adjustments at the time of billing. In those instances when payment is not received at the time of service, the Offices record receivables from their patients, most of whom are local residents and are insured under third-party payor agreements. In addition, the Company has estimated allowances for uncollectible accounts. The Company’s allowance for doubtful accounts reflects a reserve that reduces customer accounts receivable to the net amount estimated to be collectible. Accounts are normally considered delinquent after 120 days. However, estimating the credit-worthiness of customers and the recoverability of customer accounts requires management to exercise considerable judgment. In estimating uncollectible amounts, management considers factors such as general economic and industry-specific conditions, and historical and anticipated customer performance. Management continually monitors and periodically adjusts the allowances associated with these receivables. | |||||||||||||||||||||||||||||||||||||
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 that are over 120 days past due and that appear not collectible are written off as bad debt, and those in excess of $100 are sent to an outside collections agency. | |||||||||||||||||||||||||||||||||||||
Note Receivable | |||||||||||||||||||||||||||||||||||||
A note receivable was created as part of a dental Office acquisition, of which approximately $117,000 in principal amount was outstanding at December 31, 2014. The note has equal monthly principal and interest amortization payments and a maturity date of October 31, 2018. The note bears interest at 6%, which is accrued monthly. If the note is uncollectible, an allowance for doubtful accounts will be created. There was no allowance for doubtful accounts for the note for the years ended December 31, 2012, 2013 and 2014. | |||||||||||||||||||||||||||||||||||||
Property and Equipment | |||||||||||||||||||||||||||||||||||||
Property and equipment are stated at cost or fair market value at the date of acquisition, net of accumulated depreciation. Property and equipment are depreciated using the straight-line method over their useful lives of five years and leasehold improvements are amortized over the remaining life of the leases. Depreciation was $2,097,837, $2,748,517 and $3,569,939 for the years ended December 31, 2012, 2013 and 2014, respectively. | |||||||||||||||||||||||||||||||||||||
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 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. Identifiable intangible assets include the Management Agreements. The Management Agreements represent the Company's right to manage the Offices during the 40-year term of the agreement. The assigned value of the Management Agreements is amortized using the straight-line method over a period of 25 years. Amortization was $902,437, $900,621 and $882,333 for the years ended December 31, 2012, 2013 and 2014, respectively. | |||||||||||||||||||||||||||||||||||||
The Management Agreements cannot be terminated by the related professional corporation without cause, consisting primarily of bankruptcy or material default by the Company. | |||||||||||||||||||||||||||||||||||||
Impairment of Long-Lived and Intangible Assets | |||||||||||||||||||||||||||||||||||||
In the event that facts and circumstances indicate that the carrying value of long-lived and intangible assets may be impaired, an evaluation of recoverability would be performed. If an evaluation were required, the estimated future undiscounted cash flows associated with the asset would be compared to the asset’s carrying amount to determine if a write-down to market value or discounted cash flow value would be required. There were no impairment write-downs associated with the Company’s long-lived and intangible assets during the years ended December 31, 2012, 2013 and 2014. | |||||||||||||||||||||||||||||||||||||
Contingent Liabilities | |||||||||||||||||||||||||||||||||||||
As part of Office acquisitions completed in 2009, the Company recorded contingent liabilities to recognize an estimated amount to be paid as part of the acquisition agreements. These contingent liabilities are recorded as other long-term obligations at estimated fair value, are payable beginning after four years from the acquisition date and are calculated at a multiple of the then-trailing twelve months operating cash flows. The liability terminates after ten years from the acquisition date. The Company remeasures the contingent liability to fair value each reporting date until the contingency is resolved. The changes in fair value are recognized in other income. | |||||||||||||||||||||||||||||||||||||
Concentrations of Credit Risk | |||||||||||||||||||||||||||||||||||||
Financial instruments, which potentially subject the Company to concentration of credit risk, are primarily cash and cash equivalents and accounts receivable. The Company maintains its cash balances in the form of bank demand deposits and money market accounts with financial institutions that management believes are creditworthy. The Company may be exposed to credit risk generally associated with healthcare and retail companies. The Company established an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information. The Company has no significant financial instruments with off-balance sheet risk of accounting loss. | |||||||||||||||||||||||||||||||||||||
Use of Estimates | |||||||||||||||||||||||||||||||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. | |||||||||||||||||||||||||||||||||||||
The application of accounting policies requires the use of judgment and estimates. As it relates to the Company, estimates and forecasts are required to determine purchase price allocations for acquisitions, any impairment of assets, allowances for doubtful accounts, deferred tax asset valuation reserves, if any, contingent liabilities, deferred revenue and employee benefit-related liabilities. | |||||||||||||||||||||||||||||||||||||
Matters that are subject to judgments and estimation are inherently uncertain, and different amounts could be reported using different assumptions and estimates. Management uses its best estimates and judgments in determining the appropriate amount to reflect in the financial statements, using historical experience and all available information. The Company also uses outside experts where appropriate. The Company applies estimation methodologies consistently from year to year. | |||||||||||||||||||||||||||||||||||||
Income Taxes | |||||||||||||||||||||||||||||||||||||
The Company accounts for income taxes pursuant to the asset and liability method of computing deferred income taxes. The objective of the asset and liability method is to establish deferred tax assets and liabilities for the temporary differences between the book basis and the tax basis of the Company's assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. | |||||||||||||||||||||||||||||||||||||
Earnings Per Share | |||||||||||||||||||||||||||||||||||||
The Company calculates earnings per share (“EPS”) in accordance with ASC Topic 260, “Earnings Per Share.” The standard requires presentation of two categories of EPS – basic EPS and diluted EPS. Basic EPS excludes dilution and is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the year. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue Common Stock were exercised or converted into Common Stock or resulted in the issuance of Common Stock that then shared in the earnings of the Company. | |||||||||||||||||||||||||||||||||||||
2012 | 2013 | 2014 | |||||||||||||||||||||||||||||||||||
Net Income | Weighted Average Shares | Per | Net Income | Weighted Average Shares | Per | Net Loss | Weighted Average Shares | Per | |||||||||||||||||||||||||||||
Share Amount | Share Amount | Share Amount | |||||||||||||||||||||||||||||||||||
Basic EPS | $ | 807,264 | 1,839,149 | $ | 0.44 | $ | 89,173 | 1,850,257 | $ | 0.05 | $ | (923,634 | ) | 1,858,650 | $ | (0.50 | ) | ||||||||||||||||||||
Effect of Dilutive Stock Options | - | 9,565 | - | 10,831 | - | - | |||||||||||||||||||||||||||||||
Diluted EPS | $ | 807,264 | 1,848,714 | $ | 0.44 | $ | 89,173 | 1,861,088 | $ | 0.05 | $ | (923,634 | ) | 1,858,650 | $ | (0.50 | ) | ||||||||||||||||||||
The difference between basic EPS and diluted EPS for the years ended December 31, 2012 and 2013 relates to the effect of 9,565 and 10,831 shares, respectively, of dilutive shares of Common Stock from stock options, which are included in total shares for the diluted calculation determined under the treasury stock method as prescribed by ASC Topic 718, “Compensation – Stock Compensation.” For the years ended December 31, 2012, 2013 and 2014, options to purchase 413,100, 422,166 and 484,516 shares, respectively, of the Company’s Common Stock were not included in the computation of diluted EPS because their effect was anti-dilutive. | |||||||||||||||||||||||||||||||||||||
Costs of Start-up Activities | |||||||||||||||||||||||||||||||||||||
Start-up costs and organization costs are expensed as they are incurred. | |||||||||||||||||||||||||||||||||||||
Segment Reporting | |||||||||||||||||||||||||||||||||||||
The Company operates in one business segment, which is to provide business services to dental practices. The Company currently provides business services to Offices in the states of Arizona, Colorado and New Mexico. All aspects of the Company’s business are structured on a practice-by-practice basis. Financial analysis and operational decisions are made at the individual Office level. The Company does not evaluate performance criteria based upon geographic location, type of service offered or source of revenue. | |||||||||||||||||||||||||||||||||||||
Stock-Based Compensation Plans | |||||||||||||||||||||||||||||||||||||
The Company follows ASC Topic 718 to account for stock-based compensation plans. Under ASC Topic 718, the Company is required to measure the cost of employee services received in exchange for stock options and similar awards based on the grant date fair value of the award and recognize this cost in the income statement over the period during which an employee is required to provide service in exchange for the award. The Company recognizes compensation expense on a straight line basis over the requisite service period of the award. Total stock-based compensation expense pursuant to ASC Topic 718 included in the Company’s consolidated statements of income for the years ended December 31, 2012, 2013 and 2014 was approximately $601,000, $467,000 and $365,000 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, the 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 December 31, 2014 equal to the expected option term. Expected pre-vesting forfeitures were estimated based on actual historical pre-vesting forfeitures over the most recent periods ended December 31, 2014 for the expected option term. The expected option term was calculated based on historical experience. | |||||||||||||||||||||||||||||||||||||
Recent Accounting Pronouncements | |||||||||||||||||||||||||||||||||||||
In July 2013, the Financial Accounting Stardards Board (“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 did not 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. | |||||||||||||||||||||||||||||||||||||
In August 2014, FASB issued ASU No. 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. ASU 2014-15 is effective for fiscal years beginning after December 15, 2016. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended | |
Dec. 31, 2014 | ||
ACQUISITIONS [Abstract] | ||
ACQUISITIONS | -3 | ACQUISITIONS |
With each Office acquisition, the Company enters into a contractual arrangement, including a Management Agreement, which has a term of 40 years. Pursuant to these contractual arrangements, the Company provides all business and marketing services at the Offices, other than the provision of dental services, and it has long-term and unilateral control over the assets and business operations of each Office. Accordingly, acquisitions are considered business combinations and are accounted as such. | ||
2009 Acquisitions | ||
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, all payable in cash, and an estimated fair value of contingent liabilities of $718,000 assumed in this acquisition. These 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-month operating cash flows. 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 paid $201,000 in October 2013. The remaining $200,000 was represented by a promissory note payable over five years with 5% interest. The note was paid off during the quarter ended December 31, 2013 at a discounted value, and $22,000 was recognized as other income during the quarter. | ||
On October 29, 2009, the Company acquired the assets of a second Arizona partnership and entered into a Management Agreement to manage the practice for a purchase price of $700,000, all payable in cash, and an estimated fair value of contingent liabilities of $850,000 assumed in this acquisition. These 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-month operating cash flows. 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 during the quarter. | ||
The fair values of the acquisitions were based on significant inputs not observable in the market and are therefore defined as level 3 inputs under ASC Topic 820, “Fair Value Measurements and Disclosures.” Key assumptions include the projected operating results of the acquired enterprises. | ||
The Company did not acquire any Offices in 2012, 2013 or 2014. |
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
PROPERTY AND EQUIPMENT [Abstract] | |||||||||
PROPERTY AND EQUIPMENT | -4 | PROPERTY AND EQUIPMENT | |||||||
Property and equipment consist of the following: | |||||||||
December 31, | |||||||||
2013 | 2014 | ||||||||
Dental equipment | $ | 9,759,160 | $ | 10,111,108 | |||||
Furniture and fixtures | 1,571,135 | 1,665,911 | |||||||
Leasehold improvements | 11,969,958 | 13,386,795 | |||||||
Computer equipment, software and related items | 6,106,685 | 7,559,243 | |||||||
Instruments | 1,898,442 | 2,002,126 | |||||||
31,305,380 | 34,725,183 | ||||||||
Less - accumulated depreciation | (21,178,981 | ) | (23,467,158 | ) | |||||
Property and equipment, net | $ | 10,126,399 | $ | 11,258,025 | |||||
Depreciation expense was $2,097,837, $2,748,517 and $3,569,939 for the years ended December 31, 2012, 2013 and 2014, respectively. |
INTANGIBLE_ASSETS
INTANGIBLE ASSETS | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
INTANGIBLE ASSETS [Abstract] | ||||||||||
INTANGIBLE ASSETS | -5 | INTANGIBLE ASSETS | ||||||||
Intangible assets consist of Management Agreements: | ||||||||||
Amortization | December 31, | |||||||||
Period | 2013 | 2014 | ||||||||
Management Agreements | 25 years | $ | 21,800,123 | $ | 21,800,123 | |||||
Less - accumulated amortization | (12,507,255 | ) | (13,389,588 | ) | ||||||
Intangible assets, net | $ | 9,292,868 | $ | 8,410,535 | ||||||
Amortization expense was $902,437, $900,621 and $882,333 for the years ended December 31, 2012, 2013 and 2014, respectively. | ||||||||||
The estimated aggregate amortization expense on the Management Agreements for each of the five succeeding fiscal years is as follows: | ||||||||||
2015 | $ | 844,887 | ||||||||
2016 | 844,564 | |||||||||
2017 | 844,564 | |||||||||
2018 | 844,564 | |||||||||
2019 | 836,055 | |||||||||
Thereafter | 4,195,901 | |||||||||
$ | 8,410,535 |
DEBT
DEBT | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
DEBT [Abstract] | |||||||||
DEBT | -6 | DEBT | |||||||
Debt consists of the following: | |||||||||
December 31, | |||||||||
2013 | 2014 | ||||||||
Revolving credit agreement with a bank not to exceed $12.0 million, at either, or a combination of, the lender’s Prime Rate (3.25% at December 31, 2014) or a LIBOR rate plus 1.15% (1.31% at December 31, 2014), collateralized by substantially all of the assets of the Company, due in September 2016 (the "Credit Facility"). | 8,091,790 | 9,833,453 | |||||||
Long-term debt | $ | 8,091,790 | $ | 9,833,453 | |||||
Credit Facility | |||||||||
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 December 31, 2014, the Company’s LIBOR borrowing rate was 1.31% 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 December 31, 2014, the Company had approximately $9.8 million LIBOR rate borrowings outstanding and approximately $2.2 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 2.45 to 1.00 for the year ended December 31, 2014, 2.15 to 1.00 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. At December 31, 2014, the Company was in compliance with the Credit Facility covenants. | |||||||||
Term Loan | |||||||||
On September 13, 2013, the Company terminated its credit facility and term loan with KeyBank National Association (“KeyBank”). The Company used borrowings under the Credit Facility to repay the outstanding $4.6 million principal amount plus accrued interest under the KeyBank credit facility and $3.6 million principal amount plus accrued interest under the term loan. | |||||||||
Scheduled Maturities | |||||||||
The scheduled maturities of debt are as follows: | |||||||||
Years | Amount | ||||||||
2015 | - | ||||||||
2016 | 9,833,453 | ||||||||
$ | 9,833,453 |
SHAREHOLDERS_EQUITY
SHAREHOLDERS' EQUITY | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
SHAREHOLDERS' EQUITY [Abstract] | ||||||||||||||||||||||||
SHAREHOLDERS' EQUITY | -7 | SHAREHOLDERS' EQUITY | ||||||||||||||||||||||
Shares Repurchased and Retired | ||||||||||||||||||||||||
The Company from time to time may purchase its Common Stock on the open market or in privately negotiated transactions. During 2012, the Company, in 41 separate transactions, repurchased a total of 37,787 shares of its Common Stock for total consideration of approximately $622,000 at prices ranging from $15.75 to $19.00 per share. During 2013, the Company did not purchase any shares of its Common Stock. During 2014, the Company, in two separate transactions, repurchased and retired a total of 400 shares of its Common Stock for total consideration of approximately $6,300 at prices ranging from $15.38 to $15.49 per share. As of December 31, 2014, approximately $885,000 of the previously authorized amount was available for purchases. | ||||||||||||||||||||||||
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, (iii) from 625,000 shares to 775,000 shares in June 2012, and (iv) from 775,000 shares to 1,025,000 shares in June 2014. 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 December 31, 2014, there were 191,701 shares available for issuance under the 2005 Plan. The exercise price of the stock options issued under the 2005 Plan is equal to the market price at the date of grant, or market price at the date of grant plus 10% for shareholders who own greater than 10% of the Company and receive incentive stock options. These stock options expire seven years, or five years for shareholders who own greater than 10% of the Company, from the date of the grant and vest annually over a service period ranging from three to five years. 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 term of any award, and any other terms and conditions of the awards in addition to those contained in the 2005 Plan. As of December 31, 2014, there were 322,834 vested options and 263,999 unvested options under the 2005 Plan. | ||||||||||||||||||||||||
The Company uses the Black-Scholes pricing model to estimate the fair value of each option granted with the following weighted average assumptions: | ||||||||||||||||||||||||
For years ended December 31, | ||||||||||||||||||||||||
Valuation Assumptions | 2012 | 2013 | 2014 | |||||||||||||||||||||
Expected life (1) | 5.1 | 5 | 4.5 | |||||||||||||||||||||
Risk-free interest rate (2) | 0.88 | % | 0.9 | % | 1.45 | % | ||||||||||||||||||
Expected volatility (3) | 50 | % | 50 | % | 35 | % | ||||||||||||||||||
Expected dividend yield | 4.91 | % | 5.05 | % | 6.05 | % | ||||||||||||||||||
Expected forfeiture (4) | 1.26 | % | 17.77 | % | 18.32 | % | ||||||||||||||||||
(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 stock option activity as of December 31, 2012, 2013 and 2014, and changes during the years then ended, are presented below: | ||||||||||||||||||||||||
Number of Options/ Warrants | Weighted-Average | Range of Exercise Prices | Weighted-Average Remaining Contractual Term (years) | Aggregate Intrinsic Value (thousands) | ||||||||||||||||||||
Exercise | ||||||||||||||||||||||||
Price | ||||||||||||||||||||||||
Balance at December 31, 2011 | 410,689 | $ | 18.41 | $ | 10.20 - $21.85 | 4 | $ | 219 | ||||||||||||||||
Granted | 132,000 | $ | 17.97 | $ | 16.50 - $18.39 | |||||||||||||||||||
Exercised | (34,422 | ) | $ | 14.35 | $ | 10.20 - $17.61 | ||||||||||||||||||
Canceled | (30,500 | ) | $ | 17.61 | $ | 17.61 - $17.61 | ||||||||||||||||||
Balance at December 31, 2012 | 477,767 | $ | 18.63 | $ | 10.75 - $21.85 | 4.3 | $ | 223 | ||||||||||||||||
Granted | 89,000 | $ | 17.41 | $ | 17.25 - $18.95 | |||||||||||||||||||
Exercised | (53,501 | ) | $ | 18.27 | $ | 10.75 - $20.02 | ||||||||||||||||||
Canceled | (30,433 | ) | $ | 18 | $ | 15.22 - $20.02 | ||||||||||||||||||
Balance at December 31, 2013 | 482,833 | $ | 18.48 | $ | 10.75 - $21.85 | 3.9 | $ | 214 | ||||||||||||||||
Granted | 210,000 | $ | 14.75 | $ | 12.55 - $17.80 | |||||||||||||||||||
Exercised | (10,000 | ) | $ | 10.75 | $ | 10.75 - $10.75 | ||||||||||||||||||
Canceled | (96,000 | ) | $ | 18.3 | $ | 16.50 - $21.85 | ||||||||||||||||||
Balance at December 31, 2014 | 586,833 | $ | 17.36 | $ | 11.50 - $21.00 | 4.2 | $ | 197 | ||||||||||||||||
Exercisable at December 31, 2012 | 224,437 | $ | 19.21 | $ | 10.75 - $21.85 | 3.1 | $ | 126 | ||||||||||||||||
Exercisable at December 31, 2013 | 276,169 | $ | 18.95 | $ | 10.75 - $21.85 | 2.9 | $ | 152 | ||||||||||||||||
Exercisable at December 31, 2014 | 322,834 | $ | 18.89 | $ | 11.50 - $21.00 | 2.4 | $ | 23 | ||||||||||||||||
The weighted average grant date fair value of options granted was $5.16, $4.93 and $2.47 per option during the years ended December 31, 2012, 2013 and 2014, respectively. Net cash proceeds from the exercise of stock options during the years ended December 31, 2012, 2013 and 2014 were $0, $43,000 and $64,500, respectively. The associated income tax effect from stock options exercised during the years ended December 31, 2012, 2013 and 2014 was ($18,000), ($60,000) and $11,000, respectively. As of the date of exercise, the total intrinsic value of options exercised during the years ended December 31, 2012, 2013 and 2014 was $142,000, $165,000 and $67,000, respectively. As of December 31, 2014, there was approximately $411,000 of total unrecognized compensation expense related to non-vested stock options, which is expected to be recognized over a weighted average period of 2.51 years. | ||||||||||||||||||||||||
The following table summarizes information about the options outstanding at December 31, 2014: | ||||||||||||||||||||||||
Options Outstanding | Options Exercisable | |||||||||||||||||||||||
Range of Exercise Prices | Number of Options Outstanding at December 31, 2014 | Weighted Average Remaining Contractual Life | Weighted Average Exercise Price | Number of Options Exercisable at December 31, 2014 | Weighted Average Exercise Price | |||||||||||||||||||
$ | 10.93 — 13.11 | 77,667 | 6.4 | $ | 12.46 | 6,667 | $ | 11.5 | ||||||||||||||||
13.12 — 15.29 | 21,000 | 0.1 | 15.22 | 21,000 | 15.22 | |||||||||||||||||||
15.30 — 17.48 | 176,000 | 5.9 | 16.11 | 33,001 | 16.53 | |||||||||||||||||||
17.49 — 19.66 | 129,000 | 4.6 | 18.25 | 79,000 | 18.34 | |||||||||||||||||||
19.67 — 21.85 | 183,166 | 1.9 | 20.24 | 183,166 | 20.24 | |||||||||||||||||||
$ | 10.93 — 21.85 | 586,833 | 4.2 | $ | 17.36 | 322,834 | $ | 18.89 |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
COMMITMENTS AND CONTINGENCIES [Abstract] | |||||
COMMITMENTS AND CONTINGENCIES | -8 | COMMITMENTS AND CONTINGENCIES | |||
Operating Lease Obligations | |||||
The Company leases office space under leases accounted for as operating leases. The original lease terms are generally one to five years with options to renew the leases for specific periods subsequent to their original terms. Rent expense for these leases totaled $4,303,217, $4,452,030 and $4,730,324 for the years ended December 31, 2012, 2013 and 2014, respectively. | |||||
Future minimum lease commitments for operating leases with remaining non-cancellable terms of one or more years are as follows: | |||||
Years ending December 31, | |||||
2015 | $ | 4,010,640 | |||
2016 | 3,414,483 | ||||
2017 | 2,680,819 | ||||
2018 | 2,013,527 | ||||
2019 | 1,478,932 | ||||
Thereafter | 2,732,931 | ||||
$ | 16,331,332 | ||||
Certain of the Company’s office space leases are structured to include scheduled and specified rent increases over the lease term. From time to time the Company receives incentives from the landlord including tenant improvement discounts and periods of free rent. The Company recognizes the effects of these rent escalations, tenant improvement discounts and periods of free rent on a straight-line basis over the lease terms. | |||||
Contingent Liabilities | |||||
As part of the Office acquisitions completed in 2009, the Company recorded contingent liabilities to recognize an estimated amount to be paid as part of the acquisition agreements. These contingent liabilities are recorded at estimated fair values as of the date of acquisition, are payable beginning after four years from the acquisition date and are 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. Any changes to the fair value are recognized into the income statement when determined. | |||||
During the quarter ended September 30, 2013, the Company remeasured and reduced the value of contingent liabilities by $196,000 and recognized this amount as other income for the quarter. The $401,000 of contingent liabilities became payable as of September 30, 2013. As of December 31, 2014, approximately $421,000 of contingent liabilities were recorded on the consolidated balance sheets in other long-term obligations. | |||||
Litigation | |||||
From time to time the Company is subject to litigation incidental to its business, which could include litigation as a result of the dental services provided at the Offices, although the Company does not engage in the practice of dentistry or control the practice of dentistry. The Company maintains general liability insurance for itself and provides for professional liability insurance to the dentists, dental hygienists and dental assistants at the Offices. Management believes the Company is not presently a party to any material litigation. |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
INCOME TAXES [Abstract] | |||||||||||||
INCOME TAXES | -9 | INCOME TAXES | |||||||||||
The Company accounts for income taxes through recognition of deferred tax assets and liabilities for the expected future income tax consequences of events, which have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. | |||||||||||||
Income tax expense for the years ended December 31, 2012, 2013 and 2014 consists of the following: | |||||||||||||
2012 | 2013 | 2014 | |||||||||||
Current: | |||||||||||||
Federal | $ | (149,228 | ) | $ | 122,278 | $ | (16,309 | ) | |||||
State | (28,759 | ) | 34,115 | 34,829 | |||||||||
(177,987 | ) | 156,393 | 18,520 | ||||||||||
Deferred: | |||||||||||||
Federal | 620,429 | (28,857 | ) | (357,224 | ) | ||||||||
State | 59,624 | (5,576 | ) | (64,081 | ) | ||||||||
680,053 | (34,433 | ) | (421,305 | ) | |||||||||
Total income tax expense | $ | 502,066 | $ | 121,960 | $ | (402,785 | ) | ||||||
The Company's effective tax rate differs from the statutory rate due to the impact of the following (expressed as a percentage of income before income taxes): | |||||||||||||
2012 | 2013 | 2014 | |||||||||||
Statutory federal income tax expense | 34 | % | 34 | % | 34 | % | |||||||
State income tax expense | 3 | 3 | 3 | ||||||||||
Effect of permanent differences - | |||||||||||||
Travel and entertainment expenses | 1.1 | 6 | (0.5 | ) | |||||||||
Share based compensation | 3.5 | 3.5 | (4.5 | ) | |||||||||
Other | (3.3 | ) | 11.3 | (0.5 | ) | ||||||||
38.4 | % | 57.8 | % | 31.5 | % | ||||||||
Temporary differences comprise the deferred tax assets and liabilities in the consolidated balance sheets as follows: | |||||||||||||
December 31, | |||||||||||||
2013 | 2014 | ||||||||||||
Deferred tax assets current: | |||||||||||||
Net operating loss carryforwards | $ | 9,990 | $ | 337,980 | |||||||||
Accruals not currently deductible | 107,133 | 121,564 | |||||||||||
Allowance for doubtful accounts | 155,400 | 155,400 | |||||||||||
272,523 | 614,944 | ||||||||||||
Deferred tax assets long-term: | |||||||||||||
Stock option compensation | 421,066 | 485,961 | |||||||||||
421,066 | 485,961 | ||||||||||||
Deferred tax liabilities long-term: | |||||||||||||
Depreciation for tax over books | (917,812 | ) | (1,073,349 | ) | |||||||||
Contingent liabilities impairment | (158,730 | ) | (158,730 | ) | |||||||||
Intangible asset amortization for tax over books | (2,374,729 | ) | (2,205,203 | ) | |||||||||
(3,451,271 | ) | (3,437,282 | ) | ||||||||||
Net long-term deferred tax liability | (3,030,205 | ) | (2,951,321 | ) | |||||||||
Net deferred tax asset (liability) | $ | (2,757,682 | ) | $ | (2,336,377 | ) | |||||||
The Company’s deferred tax assets are related to: accruals not currently deductible, allowance for doubtful accounts and stock option timing differences between book and tax and net operating loss carryforwards. The Company has not established a valuation allowance to reduce deferred tax assets as the Company expects to fully recover these amounts in future periods. The Company’s deferred tax liability is the result of cumulative tax depreciation and amortization expense exceeding book depreciation and amortization and contingent liabilities recorded in 2013 and 2014. Management reviews and adjusts those estimates annually based upon the most current information available. However, because the recoverability of deferred taxes is directly dependent upon the future operating results of the Company, actual recoverability of deferred taxes may differ materially from management’s estimates. | |||||||||||||
In 2012, 2013 and 2014, tax benefits associated with the exercise of stock options (increased) reduced taxes payable by approximately ($18,000), ($60,000) and $11,000, respectively, and increased (reduced) equity by the same amount. | |||||||||||||
The Company is aware of the risk that the recorded deferred tax assets may not be realizable. However, management believes that the Company will obtain the full benefit of the deferred tax assets on the basis of its evaluation of the Company’s anticipated profitability over the period of years that the temporary differences are expected to become tax deductions. It believes that sufficient book and taxable income will be generated to realize the benefit of these tax assets. | |||||||||||||
As of December 31, 2014, the Company had federal and state income tax net operating loss (NOL) carryforwards of $913,000 and $700,000, respectively, which will begin to expire in 2033. | |||||||||||||
Under professional standards, the Company’s policy is to evaluate the likelihood that its uncertain tax positions will prevail upon examination based on the extent to which those positions have substantial support within the Internal Revenue Code and regulations, revenue rulings, court decisions and other evidence. | |||||||||||||
At December 31, 2013 and 2014, the Company had no unrecognized tax benefits that would affect the effective tax rate if recognized, and as of December 31, 2013 and 2014, the Company had no accrued interest or penalties related to uncertain tax positions. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. The Company files income tax returns in the U.S. federal jurisdiction and the states of Colorado, Arizona and New Mexico. The tax years 2010-2014 remain open to examination by the taxing jurisdictions to which the Company is subject. |
BENEFIT_PLANS
BENEFIT PLANS | 12 Months Ended | |
Dec. 31, 2014 | ||
BENEFIT PLANS [Abstract] | ||
BENEFIT PLANS | -10 | BENEFIT PLANS |
Profit Sharing 401(k)/Stock Bonus Plan | ||
The Company has a 401(k)/Stock Bonus Plan, which was established in 1997. Eligible employees may make voluntary contributions to the plan. The Company matches 40% of the first 6% of each employee’s contribution. The Company contributed $248,000, $253,000 and $230,000 towards the plan for the years ended December 31, 2012, 2013 and 2014, respectively. In addition, the Company may make profit sharing contributions at its discretion in cash or in Common Stock of the Company. For the years ended December 31, 2012, 2013 and 2014, the Company did not make any profit sharing contributions. | ||
Other Company Benefits | ||
The Company provides a health and welfare benefit plan to all regular full-time employees. The plan includes health and life insurance and a cafeteria plan. In addition, regular full-time and regular part-time employees are entitled to certain dental benefits. |
DISCLOSURES_ABOUT_FAIR_VALUE_O
DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS [Abstract] | |||||||||||||||||||||||||
DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS | -11 | 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 2013 or 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, 2014 by level within the fair value hierarchy: | |||||||||||||||||||||||||
2013 | 2014 | ||||||||||||||||||||||||
Fair Value Measurement Using | Fair Value Measurement Using | ||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||
Contingent Liabilities Balance at January 1 | $ | - | $ | - | $ | 1,010,000 | $ | - | $ | - | $ | 421,000 | |||||||||||||
Additions | - | - | |||||||||||||||||||||||
Deletions | (393,000 | ) | - | ||||||||||||||||||||||
Revisions | (196,000 | ) | - | ||||||||||||||||||||||
Contingent Liabilities Balance at December 31 | $ | 421,000 | $ | 421,000 | |||||||||||||||||||||
During the quarter ended September 30, 2013, the Company remeasured and reduced the value of contingent liabilities by $196,000 and recognized this amount as other income for the quarter. The Company had $401,000 of contingent liabilities payable as of September 30, 2013 that were paid in October 2013. As of December 31, 2014, approximately $421,000 of contingent liabilities were recorded on the consolidated balance sheets. |
QUARTERLY_RESULTS_OF_OPERATION
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) [Abstract] | |||||||||||||||||
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) | -12 | QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) | |||||||||||||||
The following summarizes certain quarterly results of operations: | |||||||||||||||||
Revenue | Contribution | Net | Net | ||||||||||||||
From Dental | Income/(Loss) | Income/(Loss) | |||||||||||||||
Offices | Per Share of | ||||||||||||||||
Common Stock - | |||||||||||||||||
Diluted | |||||||||||||||||
2012 quarter ended: | |||||||||||||||||
31-Mar-12 | $ | 16,199,687 | $ | 1,731,481 | $ | 308,794 | $ | 0.17 | |||||||||
30-Jun-12 | 15,775,428 | 1,320,487 | 142,166 | 0.08 | |||||||||||||
30-Sep-12 | 15,709,423 | 1,715,755 | 383,147 | 0.21 | |||||||||||||
31-Dec-12 | 14,669,651 | 1,015,128 | (26,843 | ) | (0.01 | ) | |||||||||||
$ | 62,354,189 | $ | 5,782,851 | $ | 807,264 | $ | 0.44 | ||||||||||
2013 quarter ended: | |||||||||||||||||
31-Mar-13 | $ | 16,604,302 | $ | 1,573,553 | $ | 241,314 | $ | 0.13 | |||||||||
30-Jun-13 | 16,436,292 | 1,648,484 | 179,560 | 0.1 | |||||||||||||
30-Sep-13 | 16,061,071 | 1,001,951 | 955 | - | |||||||||||||
31-Dec-13 | 15,004,209 | 674,484 | (332,656 | ) | (0.18 | ) | |||||||||||
$ | 64,105,874 | $ | 4,898,472 | $ | 89,173 | $ | 0.05 | ||||||||||
2014 quarter ended: | |||||||||||||||||
31-Mar-14 | $ | 16,806,398 | $ | 1,331,850 | $ | 49,331 | $ | 0.03 | |||||||||
30-Jun-14 | 16,876,523 | 1,167,005 | (59,241 | ) | (0.03 | ) | |||||||||||
30-Sep-14 | 16,100,844 | 755,273 | (402,688 | ) | (0.22 | ) | |||||||||||
31-Dec-14 | 15,341,835 | 417,832 | (511,036 | ) | (0.27 | ) | |||||||||||
$ | 65,125,600 | $ | 3,671,960 | $ | (923,634 | ) | $ | (0.50 | ) |
Schedule_IIValuation_and_Quali
Schedule II-Valuation and Qualifying Accounts | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Schedule II-Valuation and Qualifying Accounts [Abstract] | |||||||||||||||||
Schedule II-Valuation and Qualifying Accounts | Birner Dental Management Services, Inc. and Subsidiaries | ||||||||||||||||
Financial Statement Schedule | |||||||||||||||||
II – Valuation and Qualifying Accounts | |||||||||||||||||
Allowance for Doubtful Accounts | |||||||||||||||||
Description | Balance at beginning of period | Charged to costs and expenses | Deductions (1) | Balance at end of period | |||||||||||||
2014 | $ | 420,000 | $ | - | $ | - | $ | 420,000 | |||||||||
2013 | $ | 303,910 | $ | 390,217 | $ | 274,127 | $ | 420,000 | |||||||||
2012 | $ | 301,945 | $ | 579,419 | $ | 577,454 | $ | 303,910 | |||||||||
-1 | Charges to the account are for the purpose for which the reserves were created. |
SIGNIFICANT_ACCOUNTING_POLICIE1
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | ||||||||||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||||||
SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |||||||||||||||||||||||||||||||||||||
Basis of Presentation/Basis of Consolidation | Basis of Presentation/Basis of Consolidation | ||||||||||||||||||||||||||||||||||||
The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States (“GAAP”). These financial statements present the financial position and results of operations of the Company and the Offices, which are under the control of the Company. All intercompany accounts and transactions have been eliminated in the consolidation. Certain prior year amounts have been reclassified to conform to the presentation used in 2014. Such reclassification had no effect on net income. | |||||||||||||||||||||||||||||||||||||
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 has obtained control of substantially all of the 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 at each of the Offices. Certain key features of the Management Agreements 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 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 (although 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 practice. | |||||||||||||||||||||||||||||||||||||
The Company prepares its consolidated financial statements in accordance with ASC Topic 810, “Consolidation”, which provides for consolidation of variable interest entities of which the Company is the primary beneficiary. The Company has concluded that the P.C.s meet the definition of variable interest entities as defined by this standard and that the Company is the primary beneficiary of these variable interest entities. The Company concluded that the P.C.s meet the definition of variable interest entities because the equity investment at risk by each P.C. owner, which generally has not been more than $100, is not sufficient on a quantitative or qualitative basis to support each P.C.’s activities without additional financial support from the Company, which is provided through (i) the Company’s advancement of operating costs on behalf of the P.C.s and forgoing any amounts due the Company from the P.C.s under the Management Agreements when the P.C.s lack sufficient cash flow to pay the management fees in full and (ii) the Company’s capital investments in facilities and dental equipment used by the P.C.s in the operation of their dental practices. The Company determined that it is the primary beneficiary, as defined in ASC 810-10-38, of the P.C.s because (i) it absorbs losses of the P.C.s by forgoing the management fees, (ii) through the Management Agreements, the Company has the power to direct the activities of the P.C.s that most significantly impact the P.C.s’ economic performance, provides business and marketing services at the Offices, including providing capital, payment of all Center Expenses (as defined in the Management Agreements), designing and implementing marketing programs, negotiating for the purchase of supplies, staffing, recruiting, training of non-dental personnel, billing and collecting patient fees, arranging for certain legal and accounting services, and negotiating with managed care organizations, and (iii) no other party provides financial support to the P.C.s, and the P.C.s have no independent ability to support themselves. Accordingly, the net assets and results of operations of the P.C.s are included in the consolidated financial statements of the Company, and all transactions between the P.C.s and the Company, such as the management fees the Company charges, have been eliminated. | |||||||||||||||||||||||||||||||||||||
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 management's knowledge, there are no material claims, disputes or other unsettled matters that exist concerning third-party reimbursements. | |||||||||||||||||||||||||||||||||||||
During 2012, 2013 and 2014, 9.4%, 8.8% and 8.0%, respectively, of the Company's revenue was derived from capitated managed dental care contracts. Under these contracts, the Offices receive a fixed monthly payment for each covered plan member for a specific schedule of services regardless of the quantity or cost of services provided by the Offices. Additionally, the Offices may receive co-pays from the patient for certain services provided. Revenue from the Company’s capitated managed dental care contracts is recognized as earned on a monthly basis. | |||||||||||||||||||||||||||||||||||||
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. | |||||||||||||||||||||||||||||||||||||
Contribution From Dental Offices | Contribution From Dental Offices | ||||||||||||||||||||||||||||||||||||
''Contribution from dental offices'' represents the excess of revenue from the operations of the Offices over direct expenses associated with operating the Offices. Revenue and direct expenses relate exclusively to business activities associated with the Offices. Contribution from dental offices provides an indication of the level of earnings generated from the operation of the Offices to cover corporate expenses, interest expense and income taxes. | |||||||||||||||||||||||||||||||||||||
Advertising and Marketing | Advertising and Marketing | ||||||||||||||||||||||||||||||||||||
Costs of advertising, promotion and marketing are expensed as incurred. | |||||||||||||||||||||||||||||||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents | ||||||||||||||||||||||||||||||||||||
Cash and cash equivalents include money market accounts and all highly liquid investments with original maturities of three months or less. From time to time, the Company may have cash at one bank in excess of the federally insured amount. As of December 31, 2014, the Company did not have cash at any banks in excess of the federally insured amount. | |||||||||||||||||||||||||||||||||||||
Accounts Receivable | Accounts Receivable | ||||||||||||||||||||||||||||||||||||
Accounts receivable represents receivables from patients and other third-party payors for dental services provided. Such amounts are recorded net of contractual allowances and other adjustments at the time of billing. In those instances when payment is not received at the time of service, the Offices record receivables from their patients, most of whom are local residents and are insured under third-party payor agreements. In addition, the Company has estimated allowances for uncollectible accounts. The Company’s allowance for doubtful accounts reflects a reserve that reduces customer accounts receivable to the net amount estimated to be collectible. Accounts are normally considered delinquent after 120 days. However, estimating the credit-worthiness of customers and the recoverability of customer accounts requires management to exercise considerable judgment. In estimating uncollectible amounts, management considers factors such as general economic and industry-specific conditions, and historical and anticipated customer performance. Management continually monitors and periodically adjusts the allowances associated with these receivables. | |||||||||||||||||||||||||||||||||||||
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 that are over 120 days past due and that appear not collectible are written off as bad debt, and those in excess of $100 are sent to an outside collections agency. | |||||||||||||||||||||||||||||||||||||
Notes Receivable | Note Receivable | ||||||||||||||||||||||||||||||||||||
A note receivable was created as part of a dental Office acquisition, of which approximately $117,000 in principal amount was outstanding at December 31, 2014. The note has equal monthly principal and interest amortization payments and a maturity date of October 31, 2018. The note bears interest at 6%, which is accrued monthly. If the note is uncollectible, an allowance for doubtful accounts will be created. There was no allowance for doubtful accounts for the note for the years ended December 31, 2012, 2013 and 2014. | |||||||||||||||||||||||||||||||||||||
Property and Equipment | Property and Equipment | ||||||||||||||||||||||||||||||||||||
Property and equipment are stated at cost or fair market value at the date of acquisition, net of accumulated depreciation. Property and equipment are depreciated using the straight-line method over their useful lives of five years and leasehold improvements are amortized over the remaining life of the leases. Depreciation was $2,097,837, $2,748,517 and $3,569,939 for the years ended December 31, 2012, 2013 and 2014, respectively. | |||||||||||||||||||||||||||||||||||||
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 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. Identifiable intangible assets include the Management Agreements. The Management Agreements represent the Company's right to manage the Offices during the 40-year term of the agreement. The assigned value of the Management Agreements is amortized using the straight-line method over a period of 25 years. Amortization was $902,437, $900,621 and $882,333 for the years ended December 31, 2012, 2013 and 2014, respectively. | |||||||||||||||||||||||||||||||||||||
The Management Agreements cannot be terminated by the related professional corporation without cause, consisting primarily of bankruptcy or material default by the Company. | |||||||||||||||||||||||||||||||||||||
Impairment Long-Lived and Intangible Assets | Impairment of Long-Lived and Intangible Assets | ||||||||||||||||||||||||||||||||||||
In the event that facts and circumstances indicate that the carrying value of long-lived and intangible assets may be impaired, an evaluation of recoverability would be performed. If an evaluation were required, the estimated future undiscounted cash flows associated with the asset would be compared to the asset’s carrying amount to determine if a write-down to market value or discounted cash flow value would be required. There were no impairment write-downs associated with the Company’s long-lived and intangible assets during the years ended December 31, 2012, 2013 and 2014. | |||||||||||||||||||||||||||||||||||||
Contingent Liabilities | Contingent Liabilities | ||||||||||||||||||||||||||||||||||||
As part of Office acquisitions completed in 2009, the Company recorded contingent liabilities to recognize an estimated amount to be paid as part of the acquisition agreements. These contingent liabilities are recorded as other long-term obligations at estimated fair value, are payable beginning after four years from the acquisition date and are calculated at a multiple of the then-trailing twelve months operating cash flows. The liability terminates after ten years from the acquisition date. The Company remeasures the contingent liability to fair value each reporting date until the contingency is resolved. The changes in fair value are recognized in other income. | |||||||||||||||||||||||||||||||||||||
Concentrations of Credit Risk | Concentrations of Credit Risk | ||||||||||||||||||||||||||||||||||||
Financial instruments, which potentially subject the Company to concentration of credit risk, are primarily cash and cash equivalents and accounts receivable. The Company maintains its cash balances in the form of bank demand deposits and money market accounts with financial institutions that management believes are creditworthy. The Company may be exposed to credit risk generally associated with healthcare and retail companies. The Company established an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information. The Company has no significant financial instruments with off-balance sheet risk of accounting loss. | |||||||||||||||||||||||||||||||||||||
Use of Estimates | Use of Estimates | ||||||||||||||||||||||||||||||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. | |||||||||||||||||||||||||||||||||||||
The application of accounting policies requires the use of judgment and estimates. As it relates to the Company, estimates and forecasts are required to determine purchase price allocations for acquisitions, any impairment of assets, allowances for doubtful accounts, deferred tax asset valuation reserves, if any, contingent liabilities, deferred revenue and employee benefit-related liabilities. | |||||||||||||||||||||||||||||||||||||
Matters that are subject to judgments and estimation are inherently uncertain, and different amounts could be reported using different assumptions and estimates. Management uses its best estimates and judgments in determining the appropriate amount to reflect in the financial statements, using historical experience and all available information. The Company also uses outside experts where appropriate. The Company applies estimation methodologies consistently from year to year. | |||||||||||||||||||||||||||||||||||||
Income Taxes | Income Taxes | ||||||||||||||||||||||||||||||||||||
The Company accounts for income taxes pursuant to the asset and liability method of computing deferred income taxes. The objective of the asset and liability method is to establish deferred tax assets and liabilities for the temporary differences between the book basis and the tax basis of the Company's assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. | |||||||||||||||||||||||||||||||||||||
Earnings Per Share | Earnings Per Share | ||||||||||||||||||||||||||||||||||||
The Company calculates earnings per share (“EPS”) in accordance with ASC Topic 260, “Earnings Per Share.” The standard requires presentation of two categories of EPS – basic EPS and diluted EPS. Basic EPS excludes dilution and is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the year. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue Common Stock were exercised or converted into Common Stock or resulted in the issuance of Common Stock that then shared in the earnings of the Company. | |||||||||||||||||||||||||||||||||||||
2012 | 2013 | 2014 | |||||||||||||||||||||||||||||||||||
Net Income | Weighted Average Shares | Per | Net Income | Weighted Average Shares | Per | Net Loss | Weighted Average Shares | Per | |||||||||||||||||||||||||||||
Share Amount | Share Amount | Share Amount | |||||||||||||||||||||||||||||||||||
Basic EPS | $ | 807,264 | 1,839,149 | $ | 0.44 | $ | 89,173 | 1,850,257 | $ | 0.05 | $ | (923,634 | ) | 1,858,650 | $ | (0.50 | ) | ||||||||||||||||||||
Effect of Dilutive Stock Options | - | 9,565 | - | 10,831 | - | - | |||||||||||||||||||||||||||||||
Diluted EPS | $ | 807,264 | 1,848,714 | $ | 0.44 | $ | 89,173 | 1,861,088 | $ | 0.05 | $ | (923,634 | ) | 1,858,650 | $ | (0.50 | ) | ||||||||||||||||||||
The difference between basic EPS and diluted EPS for the years ended December 31, 2012 and 2013 relates to the effect of 9,565 and 10,831 shares, respectively, of dilutive shares of Common Stock from stock options, which are included in total shares for the diluted calculation determined under the treasury stock method as prescribed by ASC Topic 718, “Compensation – Stock Compensation.” For the years ended December 31, 2012, 2013 and 2014, options to purchase 413,100, 422,166 and 484,516 shares, respectively, of the Company’s Common Stock were not included in the computation of diluted EPS because their effect was anti-dilutive. | |||||||||||||||||||||||||||||||||||||
Costs of Start-up Activities | Costs of Start-up Activities | ||||||||||||||||||||||||||||||||||||
Start-up costs and organization costs are expensed as they are incurred. | |||||||||||||||||||||||||||||||||||||
Segment Reporting | Segment Reporting | ||||||||||||||||||||||||||||||||||||
The Company operates in one business segment, which is to provide business services to dental practices. The Company currently provides business services to Offices in the states of Arizona, Colorado and New Mexico. All aspects of the Company’s business are structured on a practice-by-practice basis. Financial analysis and operational decisions are made at the individual Office level. The Company does not evaluate performance criteria based upon geographic location, type of service offered or source of revenue. | |||||||||||||||||||||||||||||||||||||
Stock-Based Compensation Plans | Stock-Based Compensation Plans | ||||||||||||||||||||||||||||||||||||
The Company follows ASC Topic 718 to account for stock-based compensation plans. Under ASC Topic 718, the Company is required to measure the cost of employee services received in exchange for stock options and similar awards based on the grant date fair value of the award and recognize this cost in the income statement over the period during which an employee is required to provide service in exchange for the award. The Company recognizes compensation expense on a straight line basis over the requisite service period of the award. Total stock-based compensation expense pursuant to ASC Topic 718 included in the Company’s consolidated statements of income for the years ended December 31, 2012, 2013 and 2014 was approximately $601,000, $467,000 and $365,000 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, the 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 December 31, 2014 equal to the expected option term. Expected pre-vesting forfeitures were estimated based on actual historical pre-vesting forfeitures over the most recent periods ended December 31, 2014 for the expected option term. The expected option term was calculated based on historical experience. | |||||||||||||||||||||||||||||||||||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | ||||||||||||||||||||||||||||||||||||
In July 2013, the Financial Accounting Stardards Board (“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 did not 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. | |||||||||||||||||||||||||||||||||||||
In August 2014, FASB issued ASU No. 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. ASU 2014-15 is effective for fiscal years beginning after December 15, 2016. |
DESCRIPTION_OF_BUSINESS_AND_OR1
DESCRIPTION OF BUSINESS AND ORGANIZATION (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
DESCRIPTION OF BUSINESS AND ORGANIZATION [Abstract] | |||||||||||||
Acquisitions and Development of De Novo Offices | The Company has grown primarily through acquisitions and Offices developed internally (“de novo Offices”). The following table highlights the Company’s growth through December 31, 2014 as follows: | ||||||||||||
Acquisitions | De Novo Developments | Office Consolidations/ | |||||||||||
Closings | |||||||||||||
2004 and Prior | 42 | 22 | (7 | ) | |||||||||
2006 | - | 4 | (1 | ) | |||||||||
2007 | - | - | - | ||||||||||
2008 | - | 1 | - | ||||||||||
2009 | 3 | - | - | ||||||||||
2010 | - | 2 | (2 | ) | |||||||||
2011 | - | - | - | ||||||||||
2012 | - | 2 | (1 | ) | |||||||||
2013 | - | 2 | (1 | ) | |||||||||
2014 | - | 2 | (1 | ) | |||||||||
Total | 45 | 35 | (13 | ) |
SIGNIFICANT_ACCOUNTING_POLICIE2
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||||||
SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |||||||||||||||||||||||||||||||||||||
Earnings Per Share Calculation | The Company calculates earnings per share (“EPS”) in accordance with ASC Topic 260, “Earnings Per Share.” The standard requires presentation of two categories of EPS – basic EPS and diluted EPS. Basic EPS excludes dilution and is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the year. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue Common Stock were exercised or converted into Common Stock or resulted in the issuance of Common Stock that then shared in the earnings of the Company. | ||||||||||||||||||||||||||||||||||||
2012 | 2013 | 2014 | |||||||||||||||||||||||||||||||||||
Net Income | Weighted Average Shares | Per | Net Income | Weighted Average Shares | Per | Net Loss | Weighted Average Shares | Per | |||||||||||||||||||||||||||||
Share Amount | Share Amount | Share Amount | |||||||||||||||||||||||||||||||||||
Basic EPS | $ | 807,264 | 1,839,149 | $ | 0.44 | $ | 89,173 | 1,850,257 | $ | 0.05 | $ | (923,634 | ) | 1,858,650 | $ | (0.50 | ) | ||||||||||||||||||||
Effect of Dilutive Stock Options | - | 9,565 | - | 10,831 | - | - | |||||||||||||||||||||||||||||||
Diluted EPS | $ | 807,264 | 1,848,714 | $ | 0.44 | $ | 89,173 | 1,861,088 | $ | 0.05 | $ | (923,634 | ) | 1,858,650 | $ | (0.50 | ) |
PROPERTY_AND_EQUIPMENT_Tables
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
PROPERTY AND EQUIPMENT [Abstract] | |||||||||
Property and Equipment | Property and equipment consist of the following: | ||||||||
December 31, | |||||||||
2013 | 2014 | ||||||||
Dental equipment | $ | 9,759,160 | $ | 10,111,108 | |||||
Furniture and fixtures | 1,571,135 | 1,665,911 | |||||||
Leasehold improvements | 11,969,958 | 13,386,795 | |||||||
Computer equipment, software and related items | 6,106,685 | 7,559,243 | |||||||
Instruments | 1,898,442 | 2,002,126 | |||||||
31,305,380 | 34,725,183 | ||||||||
Less - accumulated depreciation | (21,178,981 | ) | (23,467,158 | ) | |||||
Property and equipment, net | $ | 10,126,399 | $ | 11,258,025 |
INTANGIBLE_ASSETS_Tables
INTANGIBLE ASSETS (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
INTANGIBLE ASSETS [Abstract] | ||||||||||
Intangible Assets | Intangible assets consist of Management Agreements: | |||||||||
Amortization | December 31, | |||||||||
Period | 2013 | 2014 | ||||||||
Management Agreements | 25 years | $ | 21,800,123 | $ | 21,800,123 | |||||
Less - accumulated amortization | (12,507,255 | ) | (13,389,588 | ) | ||||||
Intangible assets, net | $ | 9,292,868 | $ | 8,410,535 | ||||||
Expected Amortization Expense | The estimated aggregate amortization expense on the Management Agreements for each of the five succeeding fiscal years is as follows: | |||||||||
2015 | $ | 844,887 | ||||||||
2016 | 844,564 | |||||||||
2017 | 844,564 | |||||||||
2018 | 844,564 | |||||||||
2019 | 836,055 | |||||||||
Thereafter | 4,195,901 | |||||||||
$ | 8,410,535 |
DEBT_Tables
DEBT (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
DEBT [Abstract] | |||||||||
Debt | Debt consists of the following: | ||||||||
December 31, | |||||||||
2013 | 2014 | ||||||||
Revolving credit agreement with a bank not to exceed $12.0 million, at either, or a combination of, the lender’s Prime Rate (3.25% at December 31, 2014) or a LIBOR rate plus 1.15% (1.31% at December 31, 2014), collateralized by substantially all of the assets of the Company, due in September 2016 (the "Credit Facility"). | 8,091,790 | 9,833,453 | |||||||
Long-term debt | $ | 8,091,790 | $ | 9,833,453 | |||||
Maturities of Long-Term Debt | The scheduled maturities of debt are as follows: | ||||||||
Years | Amount | ||||||||
2015 | - | ||||||||
2016 | 9,833,453 | ||||||||
$ | 9,833,453 |
SHAREHOLDERS_EQUITY_Tables
SHAREHOLDERS' EQUITY (Tables) | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
SHAREHOLDERS' EQUITY [Abstract] | ||||||||||||||||||||||||
Options Valuation Assumptions | The Company uses the Black-Scholes pricing model to estimate the fair value of each option granted with the following weighted average assumptions: | |||||||||||||||||||||||
For years ended December 31, | ||||||||||||||||||||||||
Valuation Assumptions | 2012 | 2013 | 2014 | |||||||||||||||||||||
Expected life (1) | 5.1 | 5 | 4.5 | |||||||||||||||||||||
Risk-free interest rate (2) | 0.88 | % | 0.9 | % | 1.45 | % | ||||||||||||||||||
Expected volatility (3) | 50 | % | 50 | % | 35 | % | ||||||||||||||||||
Expected dividend yield | 4.91 | % | 5.05 | % | 6.05 | % | ||||||||||||||||||
Expected forfeiture (4) | 1.26 | % | 17.77 | % | 18.32 | % | ||||||||||||||||||
Summary of Option Activity | A summary of stock option activity as of December 31, 2012, 2013 and 2014, and changes during the years then ended, are presented below: | |||||||||||||||||||||||
Number of Options/ Warrants | Weighted-Average | Range of Exercise Prices | Weighted-Average Remaining Contractual Term (years) | Aggregate Intrinsic Value (thousands) | ||||||||||||||||||||
Exercise | ||||||||||||||||||||||||
Price | ||||||||||||||||||||||||
Balance at December 31, 2011 | 410,689 | $ | 18.41 | $ | 10.20 - $21.85 | 4 | $ | 219 | ||||||||||||||||
Granted | 132,000 | $ | 17.97 | $ | 16.50 - $18.39 | |||||||||||||||||||
Exercised | (34,422 | ) | $ | 14.35 | $ | 10.20 - $17.61 | ||||||||||||||||||
Canceled | (30,500 | ) | $ | 17.61 | $ | 17.61 - $17.61 | ||||||||||||||||||
Balance at December 31, 2012 | 477,767 | $ | 18.63 | $ | 10.75 - $21.85 | 4.3 | $ | 223 | ||||||||||||||||
Granted | 89,000 | $ | 17.41 | $ | 17.25 - $18.95 | |||||||||||||||||||
Exercised | (53,501 | ) | $ | 18.27 | $ | 10.75 - $20.02 | ||||||||||||||||||
Canceled | (30,433 | ) | $ | 18 | $ | 15.22 - $20.02 | ||||||||||||||||||
Balance at December 31, 2013 | 482,833 | $ | 18.48 | $ | 10.75 - $21.85 | 3.9 | $ | 214 | ||||||||||||||||
Granted | 210,000 | $ | 14.75 | $ | 12.55 - $17.80 | |||||||||||||||||||
Exercised | (10,000 | ) | $ | 10.75 | $ | 10.75 - $10.75 | ||||||||||||||||||
Canceled | (96,000 | ) | $ | 18.3 | $ | 16.50 - $21.85 | ||||||||||||||||||
Balance at December 31, 2014 | 586,833 | $ | 17.36 | $ | 11.50 - $21.00 | 4.2 | $ | 197 | ||||||||||||||||
Exercisable at December 31, 2012 | 224,437 | $ | 19.21 | $ | 10.75 - $21.85 | 3.1 | $ | 126 | ||||||||||||||||
Exercisable at December 31, 2013 | 276,169 | $ | 18.95 | $ | 10.75 - $21.85 | 2.9 | $ | 152 | ||||||||||||||||
Exercisable at December 31, 2014 | 322,834 | $ | 18.89 | $ | 11.50 - $21.00 | 2.4 | $ | 23 | ||||||||||||||||
Stock Option Plans, by Exercise Price Range | The following table summarizes information about the options outstanding at December 31, 2014: | |||||||||||||||||||||||
Options Outstanding | Options Exercisable | |||||||||||||||||||||||
Range of Exercise Prices | Number of Options Outstanding at December 31, 2014 | Weighted Average Remaining Contractual Life | Weighted Average Exercise Price | Number of Options Exercisable at December 31, 2014 | Weighted Average Exercise Price | |||||||||||||||||||
$ | 10.93 — 13.11 | 77,667 | 6.4 | $ | 12.46 | 6,667 | $ | 11.5 | ||||||||||||||||
13.12 — 15.29 | 21,000 | 0.1 | 15.22 | 21,000 | 15.22 | |||||||||||||||||||
15.30 — 17.48 | 176,000 | 5.9 | 16.11 | 33,001 | 16.53 | |||||||||||||||||||
17.49 — 19.66 | 129,000 | 4.6 | 18.25 | 79,000 | 18.34 | |||||||||||||||||||
19.67 — 21.85 | 183,166 | 1.9 | 20.24 | 183,166 | 20.24 | |||||||||||||||||||
$ | 10.93 — 21.85 | 586,833 | 4.2 | $ | 17.36 | 322,834 | $ | 18.89 |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
COMMITMENTS AND CONTINGENCIES [Abstract] | |||||
Future Minimum Rental Payments for Operating Leases | Future minimum lease commitments for operating leases with remaining non-cancellable terms of one or more years are as follows: | ||||
Years ending December 31, | |||||
2015 | $ | 4,010,640 | |||
2016 | 3,414,483 | ||||
2017 | 2,680,819 | ||||
2018 | 2,013,527 | ||||
2019 | 1,478,932 | ||||
Thereafter | 2,732,931 | ||||
$ | 16,331,332 |
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
INCOME TAXES [Abstract] | |||||||||||||
Components of Income Tax Expense (Benefit) | Income tax expense for the years ended December 31, 2012, 2013 and 2014 consists of the following: | ||||||||||||
2012 | 2013 | 2014 | |||||||||||
Current: | |||||||||||||
Federal | $ | (149,228 | ) | $ | 122,278 | $ | (16,309 | ) | |||||
State | (28,759 | ) | 34,115 | 34,829 | |||||||||
(177,987 | ) | 156,393 | 18,520 | ||||||||||
Deferred: | |||||||||||||
Federal | 620,429 | (28,857 | ) | (357,224 | ) | ||||||||
State | 59,624 | (5,576 | ) | (64,081 | ) | ||||||||
680,053 | (34,433 | ) | (421,305 | ) | |||||||||
Total income tax expense | $ | 502,066 | $ | 121,960 | $ | (402,785 | ) | ||||||
Effective Income Tax Rate Reconciliation | The Company's effective tax rate differs from the statutory rate due to the impact of the following (expressed as a percentage of income before income taxes): | ||||||||||||
2012 | 2013 | 2014 | |||||||||||
Statutory federal income tax expense | 34 | % | 34 | % | 34 | % | |||||||
State income tax expense | 3 | 3 | 3 | ||||||||||
Effect of permanent differences - | |||||||||||||
Travel and entertainment expenses | 1.1 | 6 | (0.5 | ) | |||||||||
Share based compensation | 3.5 | 3.5 | (4.5 | ) | |||||||||
Other | (3.3 | ) | 11.3 | (0.5 | ) | ||||||||
38.4 | % | 57.8 | % | 31.5 | % | ||||||||
Deferred Tax Assets and Liabilities | Temporary differences comprise the deferred tax assets and liabilities in the consolidated balance sheets as follows: | ||||||||||||
December 31, | |||||||||||||
2013 | 2014 | ||||||||||||
Deferred tax assets current: | |||||||||||||
Net operating loss carryforwards | $ | 9,990 | $ | 337,980 | |||||||||
Accruals not currently deductible | 107,133 | 121,564 | |||||||||||
Allowance for doubtful accounts | 155,400 | 155,400 | |||||||||||
272,523 | 614,944 | ||||||||||||
Deferred tax assets long-term: | |||||||||||||
Stock option compensation | 421,066 | 485,961 | |||||||||||
421,066 | 485,961 | ||||||||||||
Deferred tax liabilities long-term: | |||||||||||||
Depreciation for tax over books | (917,812 | ) | (1,073,349 | ) | |||||||||
Contingent liabilities impairment | (158,730 | ) | (158,730 | ) | |||||||||
Intangible asset amortization for tax over books | (2,374,729 | ) | (2,205,203 | ) | |||||||||
(3,451,271 | ) | (3,437,282 | ) | ||||||||||
Net long-term deferred tax liability | (3,030,205 | ) | (2,951,321 | ) | |||||||||
Net deferred tax asset (liability) | $ | (2,757,682 | ) | $ | (2,336,377 | ) |
DISCLOSURES_ABOUT_FAIR_VALUE_O1
DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 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, 2014 by level within the fair value hierarchy: | ||||||||||||||||||||||||
2013 | 2014 | ||||||||||||||||||||||||
Fair Value Measurement Using | Fair Value Measurement Using | ||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||
Contingent Liabilities Balance at January 1 | $ | - | $ | - | $ | 1,010,000 | $ | - | $ | - | $ | 421,000 | |||||||||||||
Additions | - | - | |||||||||||||||||||||||
Deletions | (393,000 | ) | - | ||||||||||||||||||||||
Revisions | (196,000 | ) | - | ||||||||||||||||||||||
Contingent Liabilities Balance at December 31 | $ | 421,000 | $ | 421,000 |
QUARTERLY_RESULTS_OF_OPERATION1
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) [Abstract] | |||||||||||||||||
Quarterly Financial Information | The following summarizes certain quarterly results of operations: | ||||||||||||||||
Revenue | Contribution | Net | Net | ||||||||||||||
From Dental | Income/(Loss) | Income/(Loss) | |||||||||||||||
Offices | Per Share of | ||||||||||||||||
Common Stock - | |||||||||||||||||
Diluted | |||||||||||||||||
2012 quarter ended: | |||||||||||||||||
31-Mar-12 | $ | 16,199,687 | $ | 1,731,481 | $ | 308,794 | $ | 0.17 | |||||||||
30-Jun-12 | 15,775,428 | 1,320,487 | 142,166 | 0.08 | |||||||||||||
30-Sep-12 | 15,709,423 | 1,715,755 | 383,147 | 0.21 | |||||||||||||
31-Dec-12 | 14,669,651 | 1,015,128 | (26,843 | ) | (0.01 | ) | |||||||||||
$ | 62,354,189 | $ | 5,782,851 | $ | 807,264 | $ | 0.44 | ||||||||||
2013 quarter ended: | |||||||||||||||||
31-Mar-13 | $ | 16,604,302 | $ | 1,573,553 | $ | 241,314 | $ | 0.13 | |||||||||
30-Jun-13 | 16,436,292 | 1,648,484 | 179,560 | 0.1 | |||||||||||||
30-Sep-13 | 16,061,071 | 1,001,951 | 955 | - | |||||||||||||
31-Dec-13 | 15,004,209 | 674,484 | (332,656 | ) | (0.18 | ) | |||||||||||
$ | 64,105,874 | $ | 4,898,472 | $ | 89,173 | $ | 0.05 | ||||||||||
2014 quarter ended: | |||||||||||||||||
31-Mar-14 | $ | 16,806,398 | $ | 1,331,850 | $ | 49,331 | $ | 0.03 | |||||||||
30-Jun-14 | 16,876,523 | 1,167,005 | (59,241 | ) | (0.03 | ) | |||||||||||
30-Sep-14 | 16,100,844 | 755,273 | (402,688 | ) | (0.22 | ) | |||||||||||
31-Dec-14 | 15,341,835 | 417,832 | (511,036 | ) | (0.27 | ) | |||||||||||
$ | 65,125,600 | $ | 3,671,960 | $ | (923,634 | ) | $ | (0.50 | ) |
DESCRIPTION_OF_BUSINESS_AND_OR2
DESCRIPTION OF BUSINESS AND ORGANIZATION (Details) | 12 Months Ended | 116 Months Ended | 236 Months Ended | ||||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2009 | Dec. 31, 2008 | Dec. 31, 2007 | Dec. 31, 2006 | Dec. 31, 2004 | Dec. 31, 2014 | |
Office | Office | Office | Office | Office | Office | Office | Office | Office | Office | Office | |
DESCRIPTION OF BUSINESS AND ORGANIZATION [Abstract] | |||||||||||
Number of offices | 67 | 66 | 65 | 67 | |||||||
Number of acquisitions | 0 | 0 | 0 | 0 | 0 | 3 | 0 | 0 | 0 | 42 | 45 |
Number of de novo Developments | 2 | 2 | 2 | 0 | 2 | 0 | 1 | 0 | 4 | 22 | 35 |
Office Consolidations/Closings | -1 | -1 | -1 | 0 | -2 | 0 | 0 | 0 | -1 | -7 | -13 |
SIGNIFICANT_ACCOUNTING_POLICIE3
SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Segment | |||||||||||||||
Basis of Presentation/Basis of Consolidation [Abstract] | |||||||||||||||
General maximum amount of investment risk | $100 | ||||||||||||||
Receivables [Abstract] | |||||||||||||||
Revenue percentage from capitated managed dental care contracts (in hundredths) | 8.00% | 8.80% | 9.40% | ||||||||||||
Accounts Receivable [Abstract] | |||||||||||||||
Number of days before accounts are delinquent | 120 days | ||||||||||||||
APR interest rate charged on balances over 60 days old (in hundredths) | 18.00% | ||||||||||||||
Number of days before interest is charged | 60 days | ||||||||||||||
Minimum amount for account over 120 days to be written off | 100 | ||||||||||||||
Number of days before accounts over minimum are written off | 120 days | ||||||||||||||
Note Receivable [Abstract] | |||||||||||||||
Outstanding principal amount of note receivables | 117,000 | 117,000 | |||||||||||||
Maturity date | 31-Oct-18 | ||||||||||||||
Interest rate on notes receivable (in hundredths) | 6.00% | ||||||||||||||
Allowance for doubtful accounts | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||
PROPERTY AND EQUIPMENT [Abstract] | |||||||||||||||
Useful life of property and equipment | 5 years | ||||||||||||||
Depreciation expense | 3,569,939 | 2,748,517 | 2,097,837 | ||||||||||||
INTANGIBLE ASSETS [Abstract] | |||||||||||||||
Life of the management agreement | 40 years | ||||||||||||||
Amortization period for contract | 25 years | ||||||||||||||
Amortization expense | 882,333 | 900,621 | 902,437 | ||||||||||||
Impairment of Long-Lived and Intangible Assets [Abstract] | |||||||||||||||
Impairment of long-lived and intangible assets | 0 | 0 | 0 | ||||||||||||
Contingent Liabilities [Abstract] | |||||||||||||||
Number of years until the contingent liability becomes payable | 4 years | ||||||||||||||
Number of trailing months of operating cash flow used to determine contingent liability | 12 months | ||||||||||||||
Term of contingent liability | 10 years | ||||||||||||||
Earnings Per Share [Abstract] | |||||||||||||||
Effect of dilutive stock options | 0 | 0 | 0 | ||||||||||||
Net income/(loss), basic EPS | -923,634 | 89,173 | 807,264 | ||||||||||||
Net income/(loss), diluted EPS | -923,634 | 89,173 | 807,264 | ||||||||||||
Weighted average number of shares, basic EPS (in shares) | 1,858,650 | 1,850,257 | 1,839,149 | ||||||||||||
Effect of dilutive stock options, shares (in shares) | 0 | 10,831 | 9,565 | ||||||||||||
Weighted average number of shares outstanding, diluted EPS (in shares) | 1,858,650 | 1,861,088 | 1,848,714 | ||||||||||||
Per share amount, basic EPS (in dollars per share) | ($0.50) | $0.05 | $0.44 | ||||||||||||
Per share amount - Diluted EPS (in dollars per share) | ($0.27) | ($0.22) | ($0.03) | $0.03 | ($0.18) | $0 | $0.10 | $0.13 | ($0.01) | $0.21 | $0.08 | $0.17 | ($0.50) | $0.05 | $0.44 |
Antidilutive securities excluded from computation of earnings per share (in shares) | 484,516 | 422,166 | 413,100 | ||||||||||||
Segment Reporting [Abstract] | |||||||||||||||
Number of operating segments | 1 | ||||||||||||||
Stock Options [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Stock based compensation expense | $365,000 | $467,000 | $601,000 |
ACQUISITIONS_Details
ACQUISITIONS (Details) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 12 Months Ended | ||
Sep. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2009 | Dec. 31, 2013 | Oct. 29, 2009 | Dec. 31, 2009 | |
Business Acquisition [Line Items] | ||||||||
Term of contract management agreement | 40 years | |||||||
Number of years until the contingent liability becomes payable | 4 years | |||||||
Number of trailing months of operating cash flow used to determine contingent liability | 12 months | |||||||
Fair value adjustment of contingent liability | $196,000 | $0 | ($196,000) | $0 | ||||
September 2009 Arizona Partnership [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash paid for acquisition | 350,000 | |||||||
Fair value of contingent liability | 401,000 | 718,000 | ||||||
Number of years until the contingent liability becomes payable | 4 years | |||||||
Number of trailing months of operating cash flow used to determine contingent liability | 12 months | |||||||
Fair value adjustment of contingent liability | 17,000 | |||||||
Nonoperating income | 17,000 | 22,000 | ||||||
Conversion of contingent liability to accrued expense | 201,000 | |||||||
Conversion of contingent liability to note payable | 200,000 | |||||||
Term of note payable | 5 years | |||||||
Interest rate of note payable (in hundredths) | 5.00% | 5.00% | ||||||
October 2009 Arizona Partnership [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash paid for acquisition | 700,000 | |||||||
Fair value of contingent liability | 421,000 | 850,000 | ||||||
Number of years until the contingent liability becomes payable | 4 years | |||||||
Number of trailing months of operating cash flow used to determine contingent liability | 12 months | |||||||
Fair value adjustment of contingent liability | 179,000 | |||||||
Nonoperating income | $179,000 | |||||||
Dental Practice Acquisition [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of years until the contingent liability becomes payable | 4 years | |||||||
Number of trailing months of operating cash flow used to determine contingent liability | 12 months |
PROPERTY_AND_EQUIPMENT_Details
PROPERTY AND EQUIPMENT (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Property and Equipment [Line Items] | |||
Property and equipment | $34,725,183 | $31,305,380 | |
Less - accumulated depreciation | -23,467,158 | -21,178,981 | |
Property and equipment, net | 11,258,025 | 10,126,399 | |
Depreciation expense | 3,569,939 | 2,748,517 | 2,097,837 |
Dental Equipment [Member] | |||
Property and Equipment [Line Items] | |||
Property and equipment | 10,111,108 | 9,759,160 | |
Furniture and Fixtures [Member] | |||
Property and Equipment [Line Items] | |||
Property and equipment | 1,665,911 | 1,571,135 | |
Leasehold Improvements [Member] | |||
Property and Equipment [Line Items] | |||
Property and equipment | 13,386,795 | 11,969,958 | |
Computer Equipment, Software and Related Items [Member] | |||
Property and Equipment [Line Items] | |||
Property and equipment | 7,559,243 | 6,106,685 | |
Instruments [Member] | |||
Property and Equipment [Line Items] | |||
Property and equipment | $2,002,126 | $1,898,442 |
INTANGIBLE_ASSETS_Details
INTANGIBLE ASSETS (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Finite-Lived Intangible Assets, Net [Abstract] | |||
Management agreements | $21,800,123 | $21,800,123 | |
Less - accumulated amortization | -13,389,588 | -12,507,255 | |
Intangible assets, net | 8,410,535 | 9,292,868 | |
Amortization period for contract | 25 years | ||
Amortization expense | 882,333 | 900,621 | 902,437 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
2015 | 844,887 | ||
2016 | 844,564 | ||
2017 | 844,564 | ||
2018 | 844,564 | ||
2019 | 836,055 | ||
Thereafter | 4,195,901 | ||
Intangible assets, net | $8,410,535 | $9,292,868 |
DEBT_Details
DEBT (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $9,833,453 | |
Long-term debt | 9,833,453 | 8,091,790 |
Long-term Debt, Fiscal Year Maturity [Abstract] | ||
2015 | 0 | |
2016 | 9,833,453 | |
Long - term Debt, Total | 9,833,453 | |
Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Repayments of long-term debt | 3,600,000 | |
Domestic Line of Credit Due September 2016 [Member] | ||
Debt Instrument [Line Items] | ||
Face amount | 12,000,000 | |
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. | |
Maturity date | 13-Sep-16 | |
Long-term debt, gross | 9,833,453 | 8,091,790 |
Commitment fee percentage (in hundredths) | 0.25% | |
Remaining borrowing capacity | 2,200,000 | |
Loan outstanding | 9,800,000 | |
Long-term Debt, Fiscal Year Maturity [Abstract] | ||
Long - term Debt, Total | 9,833,453 | 8,091,790 |
Domestic Line of Credit Due September 2016 [Member] | Requirement at December 31, 2014 [Member] | ||
Debt Instrument [Line Items] | ||
Debt-to-EBITDA ratio | 2.45 | |
Fixed charge coverage ratio | 1.25 | |
Domestic Line of Credit Due September 2016 [Member] | Requirement at June 30, 2015 [Member] | ||
Debt Instrument [Line Items] | ||
Debt-to-EBITDA ratio | 2.15 | |
Fixed charge coverage ratio | 1.25 | |
Domestic Line of Credit Due September 2016 [Member] | Requirement at December 31, 2015 [Member] | ||
Debt Instrument [Line Items] | ||
Debt-to-EBITDA ratio | 2.05 | |
Fixed charge coverage ratio | 1.25 | |
Domestic Line of Credit Due September 2016 [Member] | Requirement at June 30, 2016 [Member] | ||
Debt Instrument [Line Items] | ||
Debt-to-EBITDA ratio | 2 | |
Fixed charge coverage ratio | 1.25 | |
KeyBank National Association [Member] | ||
Debt Instrument [Line Items] | ||
Repayments of long-term debt | $4,600,000 | |
Base Rate Option, [Member] | Domestic Line of Credit Due September 2016 [Member] | ||
Debt Instrument [Line Items] | ||
Borrowing rate (in hundredths) | 3.25% | |
LIBOR Borrowing Rate, Type [Member] | Domestic Line of Credit Due September 2016 [Member] | ||
Debt Instrument [Line Items] | ||
Basis spread on variable interest rate (in hundredths) | 1.15% | |
Borrowing rate (in hundredths) | 1.31% |
SHAREHOLDERS_EQUITY_Details
SHAREHOLDERS' EQUITY (Details) (USD $) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jun. 30, 2014 | Jun. 30, 2012 | Jun. 30, 2009 | Jun. 30, 2007 | Jun. 30, 2005 | ||||
Fair value assumptions [Abstract] | ||||||||||||
Expected life | 4 years 6 months | [1] | 5 years | [1] | 5 years 1 month 6 days | [1] | ||||||
Risk-free interest rate (in hundredths) | 1.45% | [2] | 0.90% | [2] | 0.88% | [2] | ||||||
Expected volatility (in hundredths) | 35.00% | [3] | 50.00% | [3] | 50.00% | [3] | ||||||
Expected dividend yield (in hundredths) | 6.05% | 5.05% | 4.91% | |||||||||
Expected forfeiture (in hundredths) | 18.32% | [4] | 17.77% | [4] | 1.26% | [4] | ||||||
Options outstanding [Rollforward] | ||||||||||||
Outstanding, beginning (in shares) | 482,833 | 477,767 | 410,689 | |||||||||
Option granted (in shares) | 210,000 | 89,000 | 132,000 | |||||||||
Exercised (in shares) | -10,000 | -53,501 | -34,422 | |||||||||
Canceled (in shares) | -96,000 | -30,433 | -30,500 | |||||||||
Outstanding, ending (in shares) | 586,833 | 482,833 | 477,767 | 410,689 | ||||||||
Exercisable (in shares) | 322,834 | 276,169 | 224,437 | |||||||||
Options weighted average exercise price [Roll Forward] | ||||||||||||
Outstanding, beginning (in dollars per share) | $18.48 | $18.63 | $18.41 | |||||||||
Granted (in dollars per share) | $14.75 | $17.41 | $17.97 | |||||||||
Exercised (in dollars per share) | $10.75 | $18.27 | $14.35 | |||||||||
Canceled (in dollars per share) | $18.30 | $18 | $17.61 | |||||||||
Outstanding, ending (in dollars per share) | $17.36 | $18.48 | $18.63 | $18.41 | ||||||||
Exercisable (in dollars per share) | $18.89 | $18.95 | $19.21 | |||||||||
Options, additional disclosures [Abstract] | ||||||||||||
Outstanding, weighted average remaining contractual term | 4 years 2 months 12 days | 3 years 10 months 24 days | 4 years 3 months 18 days | 4 years | ||||||||
Outstanding, aggregate intrinsic value | $197,000 | $214,000 | $223,000 | $219,000 | ||||||||
Exercisable, weighted average remaining contractual term | 2 years 4 months 24 days | 2 years 10 months 24 days | 3 years 1 month 6 days | |||||||||
Exercisable, aggregate intrinsic value | 23,000 | 152,000 | 126,000 | |||||||||
Minimum [Member] | ||||||||||||
Range of Exercise Prices [Abstract] | ||||||||||||
Outstanding, beginning of period (in dollars per share) | $10.75 | $10.75 | $10.20 | |||||||||
Granted (in dollars per share) | $12.55 | $17.25 | $16.50 | |||||||||
Exercised (in dollars per share) | $10.75 | $10.75 | $10.20 | |||||||||
Canceled (in dollars per share) | $16.50 | $15.22 | $17.61 | |||||||||
Outstanding, end of period (in dollars per share) | $11.50 | $10.75 | $10.75 | |||||||||
Exercisable (in dollars per share) | $11.50 | $10.75 | $10.75 | |||||||||
Maximum [Member] | ||||||||||||
Range of Exercise Prices [Abstract] | ||||||||||||
Outstanding, beginning of period (in dollars per share) | $21.85 | $21.85 | $21.85 | |||||||||
Granted (in dollars per share) | $17.80 | $18.95 | $18.39 | |||||||||
Exercised (in dollars per share) | $10.75 | $20.02 | $17.61 | |||||||||
Canceled (in dollars per share) | $21.85 | $20.02 | $17.61 | |||||||||
Outstanding, end of period (in dollars per share) | $21 | $21.85 | $21.85 | |||||||||
Exercisable (in dollars per share) | $21 | $21.85 | $21.85 | |||||||||
2005 Plan [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of Common stock shares authorized under the plan (in shares) | 1,025,000 | 775,000 | 625,000 | 425,000 | 300,000 | |||||||
Shares available for issuance (in shares) | 191,701 | |||||||||||
Minimum number of plan administrators | 2 | |||||||||||
Percentage premium for ten percent or greater shareholders (in hundredths) | 10.00% | |||||||||||
Terms of award | 7 years | |||||||||||
Terms of award for ten percent shareholders | 5 years | |||||||||||
Threshold percentage for paying a premium for stock options (in hundredths) | 10.00% | |||||||||||
Vested options (in shares) | 322,834 | |||||||||||
Unvested options (in shares) | 263,999 | |||||||||||
Options, additional disclosures [Abstract] | ||||||||||||
Weighted average grant date fair value of options (in dollars per share) | $2.47 | $4.93 | $5.16 | |||||||||
Net cash proceeds from the exercise of stock options | 64,500 | 43,000 | 0 | |||||||||
Income tax effect | 11,000 | -60,000 | -18,000 | |||||||||
Intrinsic value | 67,000 | 165,000 | 142,000 | |||||||||
Total unrecognized compensation expense | $411,000 | |||||||||||
Weighted average period for recognition | 2 years 6 months 4 days | |||||||||||
2005 Plan [Member] | Minimum [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Award vesting period | 3 years | |||||||||||
2005 Plan [Member] | Maximum [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Award vesting period | 5 years | |||||||||||
[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. |
SHAREHOLDERS_EQUITY_EXERCISE_P
SHAREHOLDERS' EQUITY, EXERCISE PRICE RANGE AND TREASURY STOCK (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Transaction | Transaction | ||
Equity, Class of Treasury Stock [Line Items] | |||
Number of separate transactions | 2 | 41 | |
Shares repurchased (in shares) | 400 | 0 | 37,787 |
Cost of shares retired | $6,300 | $622,000 | |
Remaining authorized repurchase amount | $885,000 | ||
Range 10.93 to 13.11 [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Exercise price range, lower range limit (in dollars per share) | $10.93 | ||
Exercise price range, upper range limit (in dollars per share) | $13.11 | ||
Number of options outstanding, ending balance (in shares) | 77,667 | ||
Options outstanding, weighted average remaining contractual life | 6 years 4 months 24 days | ||
Options outstanding, weighted average exercise price (in dollars per share) | $12.46 | ||
Options exercisable, number of options exercisable at end of period (in shares) | 6,667 | ||
Options exercisable, weighted average exercise price (in dollars per share) | $11.50 | ||
Range 13.12 to 15.29 [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Exercise price range, lower range limit (in dollars per share) | $13.12 | ||
Exercise price range, upper range limit (in dollars per share) | $15.29 | ||
Number of options outstanding, ending balance (in shares) | 21,000 | ||
Options outstanding, weighted average remaining contractual life | 0 years 1 month 6 days | ||
Options outstanding, weighted average exercise price (in dollars per share) | $15.22 | ||
Options exercisable, number of options exercisable at end of period (in shares) | 21,000 | ||
Options exercisable, weighted average exercise price (in dollars per share) | $15.22 | ||
Range 15.30 to 17.48 [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Exercise price range, lower range limit (in dollars per share) | $15.30 | ||
Exercise price range, upper range limit (in dollars per share) | $17.48 | ||
Number of options outstanding, ending balance (in shares) | 176,000 | ||
Options outstanding, weighted average remaining contractual life | 5 years 10 months 24 days | ||
Options outstanding, weighted average exercise price (in dollars per share) | $16.11 | ||
Options exercisable, number of options exercisable at end of period (in shares) | 33,001 | ||
Options exercisable, weighted average exercise price (in dollars per share) | $16.53 | ||
Range 17.49 to 19.66 [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Exercise price range, lower range limit (in dollars per share) | $17.49 | ||
Exercise price range, upper range limit (in dollars per share) | $19.66 | ||
Number of options outstanding, ending balance (in shares) | 129,000 | ||
Options outstanding, weighted average remaining contractual life | 4 years 7 months 6 days | ||
Options outstanding, weighted average exercise price (in dollars per share) | $18.25 | ||
Options exercisable, number of options exercisable at end of period (in shares) | 79,000 | ||
Options exercisable, weighted average exercise price (in dollars per share) | $18.34 | ||
Range 19.67 to 21.85 [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Exercise price range, lower range limit (in dollars per share) | $19.67 | ||
Exercise price range, upper range limit (in dollars per share) | $21.85 | ||
Number of options outstanding, ending balance (in shares) | 183,166 | ||
Options outstanding, weighted average remaining contractual life | 1 year 10 months 24 days | ||
Options outstanding, weighted average exercise price (in dollars per share) | $20.24 | ||
Options exercisable, number of options exercisable at end of period (in shares) | 183,166 | ||
Options exercisable, weighted average exercise price (in dollars per share) | $20.24 | ||
Range 10.93 to 21.85 [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Exercise price range, lower range limit (in dollars per share) | $10.93 | ||
Exercise price range, upper range limit (in dollars per share) | $21.85 | ||
Number of options outstanding, ending balance (in shares) | 586,833 | ||
Options outstanding, weighted average remaining contractual life | 4 years 2 months 12 days | ||
Options outstanding, weighted average exercise price (in dollars per share) | $17.36 | ||
Options exercisable, number of options exercisable at end of period (in shares) | 322,834 | ||
Options exercisable, weighted average exercise price (in dollars per share) | $18.89 | ||
Minimum [Member] | |||
Equity, Class of Treasury Stock [Line Items] | |||
Average cost per share (in dollars per share) | $15.38 | $15.75 | |
Maximum [Member] | |||
Equity, Class of Treasury Stock [Line Items] | |||
Average cost per share (in dollars per share) | $15.49 | $19 |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2009 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |||||
Minimum term of operating lease | 1 year | ||||
Maximum term of operating lease | 5 years | ||||
Rent expense | $4,730,324 | $4,425,030 | $4,303,217 | ||
Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |||||
2015 | 4,010,640 | ||||
2016 | 3,414,483 | ||||
2017 | 2,680,819 | ||||
2018 | 2,013,527 | ||||
2019 | 1,478,932 | ||||
Thereafter | 2,732,931 | ||||
Total | 16,331,332 | ||||
Business Acquisition [Line Items] | |||||
Number of years until the contingent liability becomes payable | 4 years | ||||
Number of trailing months of operating cash flow used to determine contingent liability | 12 months | ||||
Fair value adjustment of contingent liabilities | 196,000 | 0 | -196,000 | 0 | |
Fair value of contingent liabilities | $401,000 | $421,000 | |||
Dental Practice Acquisition [Member] | |||||
Business Acquisition [Line Items] | |||||
Number of years until the contingent liability becomes payable | 4 years | ||||
Number of trailing months of operating cash flow used to determine contingent liability | 12 months |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Current: [Abstract] | |||
Federal | ($16,309) | $122,278 | ($149,228) |
State | 34,829 | 34,115 | -28,759 |
Current income tax expense (benefit), Total | 18,520 | 156,393 | -177,987 |
Deferred: [Abstract] | |||
Federal | -357,224 | -28,857 | 620,429 |
State | -64,081 | -5,576 | 59,624 |
Deferred Income Tax Expense Total | -421,305 | -34,433 | 680,053 |
Total income tax expense | -402,785 | 121,960 | 502,066 |
Effective Income Tax Rate Reconcilliation[Abstract] | |||
Statutory federal income tax expense (in hundredths) | 34.00% | 34.00% | 34.00% |
State income tax expense (in hundredths) | 3.00% | 3.00% | 3.00% |
Effect of permanent differences | |||
Travel and entertainment expenses (in hundredths) | -0.50% | 6.00% | 1.10% |
Share based compensation (in hundredths) | -4.50% | 3.50% | 3.50% |
Other (in hundredths) | -0.50% | 11.30% | -3.30% |
Effective income tax rate (in hundredths) | 31.50% | 57.80% | 38.40% |
Deferred tax assets current: [Abstract] | |||
Net operating loss carryforwards | 337,980 | 9,990 | |
Accruals not currently deductible | 121,564 | 107,133 | |
Allowance for doubtful accounts | 155,400 | 155,400 | |
Deferred tax assets current | 614,944 | 272,523 | |
Deferred tax assets long-term: [Abstract] | |||
Stock option compensation | 485,961 | 421,066 | |
Deferred tax assets long-term Total | 485,961 | 421,066 | |
Deferred tax liabilities long-term: [Abstract] | |||
Depreciation for tax over books | -1,073,349 | -917,812 | |
Contingent liabilities impairment | -158,730 | -158,730 | |
Intangible asset amortization for tax over books | -2,205,203 | -2,374,729 | |
Deferred tax liabilities long-term Total | -3,437,282 | -3,451,271 | |
Net long-term deferred tax liability | -2,951,321 | -3,030,205 | |
Net deferred tax asset (liability) | -2,336,377 | -2,757,682 | |
Reduction (increase) in accrued income taxes | 11,000 | -60,000 | -18,000 |
Federal [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 913,000 | ||
State [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | $700,000 |
BENEFIT_PLANS_Details
BENEFIT PLANS (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
BENEFIT PLANS [Abstract] | |||
Percentage of employers contribution (in hundredths) | 40.00% | ||
Employer matching contribution (in hundredths) | 6.00% | ||
Employer contributions | $230,000 | $253,000 | $248,000 |
DISCLOSURES_ABOUT_FAIR_VALUE_O2
DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Liabilities, Fair Value Disclosure [Abstract] | ||||
Contingent liabilities, fair value | $401,000 | $421,000 | ||
Fair value adjustment of contingent liabilities | 196,000 | 0 | -196,000 | 0 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||||
Liabilities, Fair Value Disclosure [Abstract] | ||||
Contingent liabilities, fair value | 0 | 0 | ||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||||
Liabilities, Fair Value Disclosure [Abstract] | ||||
Contingent liabilities, fair value | 0 | 0 | ||
Fair Value, Measurements, Recurring [Member] | 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 | 1,010,000 | ||
Additions | 0 | 0 | ||
Deletions | 0 | -393,000 | ||
Revisions | 0 | -196,000 | ||
Contingent Liabilities Balance at End of Period | $421,000 | $421,000 |
QUARTERLY_RESULTS_OF_OPERATION2
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Selected Quarterly Financial Information [Abstract] | |||||||||||||||
Revenue | $15,341,835 | $16,100,844 | $16,876,523 | $16,806,398 | $15,004,209 | $16,061,071 | $16,436,292 | $16,604,302 | $14,669,651 | $15,709,423 | $15,775,428 | $16,199,687 | $65,125,600 | $64,105,874 | $62,354,189 |
Contribution from dental offices | 417,832 | 755,273 | 1,167,005 | 1,331,850 | 674,484 | 1,001,951 | 1,648,484 | 1,573,553 | 1,015,128 | 1,715,755 | 1,320,487 | 1,731,481 | 3,671,960 | 4,898,472 | 5,782,851 |
Net income/(Loss) | ($511,036) | ($402,688) | ($59,241) | $49,331 | ($332,656) | $955 | $179,560 | $241,314 | ($26,843) | $383,147 | $142,166 | $308,794 | ($923,634) | $89,173 | $807,264 |
Net income/(Loss) per share of common stock - diluted (in dollar per share) | ($0.27) | ($0.22) | ($0.03) | $0.03 | ($0.18) | $0 | $0.10 | $0.13 | ($0.01) | $0.21 | $0.08 | $0.17 | ($0.50) | $0.05 | $0.44 |
Schedule_IIValuation_and_Quali1
Schedule II-Valuation and Qualifying Accounts (Details) (Allowance for Doubtful Accounts [Member], USD $) | 12 Months Ended | |||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||||
Allowance for Doubtful Accounts [Member] | ||||||
Movement in Valuation Allowances and Reserves [Roll Forward] | ||||||
Balance at beginning of period | $420,000 | $303,910 | $301,945 | |||
Charged to cost and expenses | 0 | 390,217 | 579,419 | |||
Deductions | 0 | [1] | 274,127 | [1] | 577,454 | [1] |
Balance at end of period | $420,000 | $420,000 | $303,910 | |||
[1] | Charges to the account are for the purpose for which the reserves were created. |