Birner Dental Management Services (BDMS) 10-Q 13 May 15 2015 Q1 Quarterly report Financial data

Document_and_Entity_Informatio

Document and Entity Information	3 Months Ended
	Mar. 31, 2015	1-May-15
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 Common Stock, Shares Outstanding		1,859,689
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q1
Document Type	10-Q
Amendment Flag	FALSE
Document Period End Date	31-Mar-15

CONDENSED_CONSOLIDATED_BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (USD $)	Mar. 31, 2015	Dec. 31, 2014
CURRENT ASSETS:
Cash and cash equivalents	$440,128	$310,229
Accounts receivable, net of allowance for doubtful accounts of approximately $420,000 and $390,000, respectively	3,706,957	3,185,136
Notes receivable	34,195	34,195
Deferred tax asset	553,013	614,944
Prepaid expenses and other assets	603,659	520,187
Total current assets	5,337,952	4,664,691
PROPERTY AND EQUIPMENT, net	10,491,671	11,258,025
OTHER NONCURRENT ASSETS:
Intangible assets, net	8,199,071	8,410,535
Deferred charges and other assets	158,553	160,853
Notes receivable	76,103	82,929
Total assets	24,263,350	24,577,033
CURRENT LIABILITIES:
Accounts payable	2,497,723	2,912,162
Accrued expenses	1,362,191	1,557,811
Accrued payroll and related expenses	2,894,548	2,511,953
Income taxes payable	195,896	6,638
Total current liabilities	6,950,358	6,988,564
LONG-TERM LIABILITIES:
Deferred tax liability, net	2,665,652	2,951,321
Long-term debt	10,220,051	9,833,453
Other long-term obligations	1,044,461	1,046,633
Total liabilities	20,880,522	20,819,971
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; 1,859,689 shares issued and outstanding	1,294,829	1,214,056
Retained earnings	2,087,999	2,543,006
Total shareholders' equity	3,382,828	3,757,062
Total liabilities and shareholders' equity	$24,263,350	$24,577,033

CONDENSED_CONSOLIDATED_BALANCE1

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) (USD $)	Mar. 31, 2015	Dec. 31, 2014
CURRENT ASSETS:
Allowance for doubtful accounts	$390,000	$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	1,859,689
Common Stock, outstanding (in shares)	1,859,689	1,859,689

CONDENSED_CONSOLIDATED_STATEME

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (USD $)	3 Months Ended
	Mar. 31, 2015		Mar. 31, 2014
REVENUE:
Dental practice revenue	$15,388,974		$15,472,734
Capitation revenue	1,198,550		1,333,664
Total Revenue	16,587,524		16,806,398
DIRECT EXPENSES:
Clinical salaries and benefits	9,944,817		9,893,366
Dental supplies	745,484		691,692
Laboratory fees	810,377		804,003
Occupancy	1,474,673		1,458,394
Advertising and marketing	160,887		229,925
Depreciation and amortization	1,109,871		967,263
General and administrative	1,257,765		1,429,905
Total Direct Expenses	15,503,874		15,474,548
Contribution from dental offices	1,083,650		1,331,850
CORPORATE EXPENSES:
General and administrative	1,075,005	[1]	1,169,145	[1]
Depreciation and amortization	55,335		54,640
OPERATING INCOME/(LOSS)	-46,690		108,065
Interest expense, net	28,516		27,194
INCOME/(LOSS) BEFORE INCOME TAXES	-75,206		80,871
Income tax expense/(benefit)	-29,330		31,540
NET INCOME/(LOSS)	($45,876)		$49,331
Net income/(loss) per share of Common Stock - Basic (in dollars per share)	($0.02)		$0.03
Net income/(loss) per share of Common Stock - Diluted (in dollars per share)	($0.02)		$0.03
Cash dividends per share of Common Stock (in dollars per share)	$0.22		$0.22
Weighted average number of shares of Common Stock and dilutive securities:
Basic (in shares)	1,859,689		1,854,455
Diluted (in shares)	1,859,689		1,864,708
[1]	Corporate expenses - general and administrative includes $100,430 and $80,773 of stock-based compensation expense pursuant to ASC Topic 718 for the quarters ended March 31, 2014 and 2015, respectively.

CONDENSED_CONSOLIDATED_STATEME1

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (Parenthetical) (General and Administrative Expenses [Member], USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
General and Administrative Expenses [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Stock based compensation expense	$80,773	$100,430

CONDENSED_CONSOLIDATED_STATEME2

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (UNAUDITED) (USD $)	Common Stock [Member]	Retained Earnings [Member]	Total
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
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Dividends declared on Common Stock	0	-409,131	-409,131
Stock-based compensation expense	80,773	0	80,773
Net loss	0	-45,876	-45,876
BALANCES at Mar. 31, 2015	$1,294,829	$2,087,999	$3,382,828
BALANCES (in shares) at Mar. 31, 2015	1,859,689		1,859,689

CONDENSED_CONSOLIDATED_STATEME3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income/(loss)	($45,876)	$49,331
Adjustments to reconcile net income / (loss) to net cash provided by operating activities:
Depreciation and amortization	1,165,206	1,021,903
Stock-based compensation expense	80,773	100,430
Provision for doubtful accounts	175,142	286,860
Benefit from deferred income taxes	-223,738	-303,357
Changes in assets and liabilities, net of effects from acquisitions:
Accounts receivable	-696,963	-834,199
Prepaid expenses and other assets	-83,472	-333,957
Deferred charges and other assets	2,300	0
Accounts payable	-414,439	-562,054
Accrued expenses	-195,620	-70,283
Accrued payroll and related expenses	382,595	541,643
Income taxes payable/(receivable)	189,258	469,081
Other long-term obligations	-2,172	-27,522
Net cash provided by operating activities	332,994	337,876
CASH FLOWS USED IN INVESTING ACTIVITIES:
Capital expenditures	-187,388	-1,140,348
Notes receivable	6,826	6,697
Net cash used in investing activities	-180,562	-1,133,651
CASH FLOWS USED IN FINANCING ACTIVITIES:
Advances - line of credit	7,070,628	7,408,854
Repayments - line of credit	-6,684,030	-6,445,916
Proceeds from exercise of common stock options	0	64,500
Tax benefit of common stock options exercised	0	6,065
Common stock cash dividends	-409,131	-407,565
Net cash provided by (used in) financing activities	-22,533	625,938
NET CHANGE IN CASH AND CASH EQUIVALENTS	129,899	-169,837
CASH AND CASH EQUIVALENTS, beginning of period	310,229	469,827
CASH AND CASH EQUIVALENTS, end of period	440,128	299,990
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	35,925	30,630
Cash paid for income taxes	5,150	9,750
Cash received for income taxes	$0	$150,000

UNAUDITED_CONDENSED_CONSOLIDAT

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	3 Months Ended
	Mar. 31, 2015
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS [Abstract]
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	-1	UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
	The condensed consolidated financial statements included herein are unaudited and have been prepared by Birner Dental Management Services, Inc. (the “Company”) pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures included herein are adequate to make the information presented not misleading. A description of the Company’s accounting policies and other financial information is included in the audited consolidated financial statements as filed with the SEC in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.
	In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to present fairly the financial position of the Company as of March 31, 2015 and the results of operations and cash flows for the periods presented.  All such adjustments are of a normal recurring nature.  The results of operations for the quarter ended March 31, 2015 are not necessarily indicative of the results that may be achieved for a full fiscal year and cannot be used to indicate financial performance for the entire year.

SIGNIFICANT_ACCOUNTING_POLICIE

SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2015
SIGNIFICANT ACCOUNTING POLICIES [Abstract]
SIGNIFICANT ACCOUNTING POLICIES	-2	SIGNIFICANT ACCOUNTING POLICIES
	Basis of Presentation/Basis of Consolidation
	The accompanying condensed consolidated financial statements have been prepared on the accrual basis of accounting. These financial statements present the financial position and results of operations of the Company and the dental offices (“Offices”), which are under the control of the Company.  The Offices are organized as professional corporations (“P.C.s”) and the Company provides business services to the Offices under long-term management agreements (the “Management Agreements”).  All intercompany accounts and transactions have been eliminated in the consolidation.
	The Company treats Offices as consolidated subsidiaries where it has a long-term and unilateral controlling financial interest over the assets and operations of the Offices. The Company maintains control of substantially all of its Offices via the Management Agreements. The Company is a business service organization and does not engage in the practice of dentistry or the provision of dental hygiene services. These services are provided by licensed professionals. Certain key features of these arrangements either enable the Company at any time and in its sole discretion to cause a change in the shareholder of the P.C. (i.e., ''nominee shareholder'') or allow the Company to vote the shares of stock held by the owner of the P.C. and to elect a majority of the board of directors of the P.C.  The accompanying condensed consolidated statements of operations reflect revenue, which is the amount billed to patients less contractual adjustments. Direct expenses consist of all the expenses incurred in operating the Offices and paid by the Company.  Under the Management Agreements, the Company assumes responsibility for the management of most aspects of the Offices' business (the Company does not engage in the practice of dentistry or the provision of dental hygiene services), including personnel recruitment and training; comprehensive administrative, business and marketing support and advice; and facilities, equipment, and support personnel as required to operate the practices.
	The Company prepares its consolidated financial statements in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, which provides for consolidation of variable interest entities (“VIEs”) of which the Company is the primary beneficiary. The Company has concluded that the P.C.s meet the definition of VIEs as defined by this standard and that the Company is the primary beneficiary of these VIEs.  This conclusion was reached because the Company has the power to direct significant activities of the VIEs and the Company is obligated to absorb losses of and/or provide rights to receive benefits from the VIEs.
	Revenue
	Revenue is generally recognized when services are provided and is reported at estimated net realizable amounts due from insurance companies, preferred provider and health maintenance organizations (i.e., third-party payors) and patients for services rendered, net of contractual and other adjustments.  Dental services are billed and collected by the Company in the name of the Offices.
	Revenue under certain third-party payor agreements is subject to audit and retroactive adjustments. To the Company’s knowledge, there are no material claims, disputes or other unsettled matters that exist concerning third-party reimbursements as of March 31, 2015.
	Most of the Company’s patients are insured under third-party payor agreements. The Company’s billing system generates contractual adjustments for each patient encounter based on fee schedules for the patient’s insurance plan.  The services provided are attached to the patient’s fee schedule based on the insurance the patient has at the time the service is provided.  Therefore, the revenue that is recorded by the billing system is based on insurance contractual amounts. Additionally, each patient at the time of service signs a form agreeing that the patient is ultimately responsible for the contracted fee if the insurance company does not pay the fee for any reason.
	Note Receivable
	A note receivable was created as part of a dental Office acquisition, of which approximately $110,000 in principal amount was outstanding at March 31, 2015.  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 as of March 31, 2015 or December 31, 2014.
	.
	Intangible Assets
	The Company's dental practice acquisitions involve the purchase of tangible and intangible assets and the assumption of certain liabilities of the acquired dental Offices. As part of the purchase price allocation, the Company allocates the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed, based on estimated fair market values. Costs of acquisition in excess of the net estimated fair value of tangible assets acquired and liabilities assumed are allocated to the Management Agreement related to the Office. The Management Agreement represents the Company's right to manage the Offices during the 40-year term of the Management Agreement. The assigned value of the Management Agreement is amortized using the straight-line method over a period of 25 years.  Amortization was approximately $211,000 and $225,000 for the quarters ended March 31, 2015 and 2014, respectively.
	The Management Agreements cannot be terminated by a P.C. without cause, consisting primarily of bankruptcy or material default by the Company.
	If facts and circumstances indicate that the carrying value of long-lived and intangible assets may be impaired, the Company will perform an evaluation of recoverability. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset will be compared to the asset’s carrying amount to determine if a write-down to market value or discounted cash flow value is required.  There were no impairment write-downs associated with the Company’s long-lived and intangible assets during the quarters ended March 31, 2015 and 2014.
	Stock-Based Compensation Expense
	The Company recognizes compensation expense on a straight line basis over the requisite service period of the award. Total stock-based compensation expense included in the Company’s condensed consolidated statements of operations for the quarters ended March 31, 2015 and 2014 was approximately $81,000 and $100,000, respectively, related to stock options.  Total stock-based compensation expense was recorded as a component of corporate general and administrative expense.
	The Black-Scholes option-pricing model was used to estimate the option fair values. The option-pricing model requires a number of assumptions, of which the most significant are expected stock price volatility, the expected pre-vesting forfeiture rate, expected dividend rate and the expected option term (the amount of time from the grant date until the options are exercised or expire). Expected volatility was calculated based upon actual historical stock price movements over the most recent periods ended March 31, 2015 equal to the expected option term. Expected pre-vesting forfeitures were estimated based on historical pre-vesting forfeitures over the most recent periods ended March 31, 2015 for the expected option term.
	Recent Accounting Pronouncements
	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.  In April 2015, the FASB voted to propose that ASU 2014-09 be effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, and can be adopted under the full retrospective method or simplified transition method.  Entities are permitted to adopt the revenue standard early, beginning with annual reporting periods after December 15, 2016.  If the FASB’s proposal is adopted, the Company plans to adopt ASU 2014-09 beginning January 1, 2018 and is currently evaluating the impact these changes will have on its condensed consolidated financial statements.
	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.  ASU 2014-15 is not expected to have a material effect on the Company’s condensed consolidated financial statements.
	In January 2015, the FASB issued new accounting guidance eliminating from current accounting guidance the concept of extraordinary items, which, among other things, required an entity to segregate extraordinary items considered to be unusual and infrequent from the results of ordinary operations and show the item separately in the income statement, net of tax, after income from continuing operations. This guidance is effective for public entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. Adoption of this guidance is not expected to have a significant impact on the Company’s condensed consolidated financial statements.
	In April 2015, the FASB issued an accounting update simplifying the presentation of debt issuance costs and requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The update did not affect the recognition and measurement guidance for debt issuance costs. This guidance is effective for public entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. Adoption of this guidance is not expected to have a significant impact on the Company’s condensed consolidated financial statements.

EARNINGSLOSS_PER_SHARE

EARNINGS/(LOSS) PER SHARE	3 Months Ended
	Mar. 31, 2015
EARNINGS/(LOSS) PER SHARE [Abstract]
EARNINGS/(LOSS) PER SHARE	-3	EARNINGS/(LOSS) PER SHARE
	The Company calculates earnings/(loss) per share (“EPS”)  in accordance with ASC Topic 260.
			Quarters Ended March 31,
			2014						2015
			Net Income		Shares		Per Share Amount		Net Loss			Shares		Per Share Amount
	Basic EPS		$	49,331		1,854,455	$	0.03	$	(45,876	)		1,859,689	$	(0.02	)
	Effect of Dilutive Stock Options			-		10,253		-		-			-		-
	Diluted EPS		$	49,331		1,864,708	$	0.03	$	(45,876	)		1,859,689	$	(0.02	)
	The difference in weighted average shares outstanding between basic EPS and diluted EPS for the quarter ended March 31, 2014 relates to the effect of 10,253 dilutive shares of the Company’s common stock (“Common Stock”) from stock options, which are included in total shares for the diluted earnings per share calculation.  For the quarters ended March 31, 2015 and 2014, options to purchase 478,935 and 386,681 shares, respectively, of Common Stock were not included in the computation of diluted EPS because their effect was anti-dilutive.

STOCKBASED_COMPENSATION_PLANS

STOCK-BASED COMPENSATION PLANS	3 Months Ended
	Mar. 31, 2015
STOCK-BASED COMPENSATION PLANS [Abstract]
STOCK-BASED COMPENSATION PLANS	-4	STOCK-BASED COMPENSATION PLANS
	The Company’s shareholders approved the 2005 Equity Incentive Plan (as amended, “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 terminated on March 17, 2015.  The 2005 Plan provided 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 were 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 March 31, 2015, there were no shares available for issuance under the 2005 Plan due to the termination of the 2005 Plan on March 17, 2015.  The 2005 Plan was administered by a committee of two or more independent directors from the Company’s Board of Directors (the “Committee”). The Committee determined the eligible individuals to whom awards under the 2005 Plan were granted, as well as the time or times at which awards were granted, the number of shares subject to awards granted to any eligible individual, the life of any award, and any other terms and conditions of the awards in addition to those contained in the 2005 Plan. As of March 31, 2015, there were 250,334 vested options and 233,999 unvested options under the 2005 Plan.
	A summary of option activity as of March 31, 2015, and changes during the quarter then ended, is presented below:
			Number of			Weighted-		Range of		Weighted-		Aggregate
			Options			Average		Exercise Prices		Average		Intrinsic
						Exercise				Remaining		Value
						Price				Contractual		(thousands)
										Term (years)
	Outstanding at January 1, 2015			586,833		$	17.36	$	11.50 - $21.00		4.2	$	197
	Cancelled			(102,500	)	$	19.71	$	15.22 - $21.00
	Outstanding at March 31, 2015			484,333		$	16.79	$	11.50 - $19.75		4.8	$	125
	Exercisable at March 31, 2015			250,334		$	18.48	$	11.50 - $19.75		3.4	$	16
	No options were granted during the quarters ended March 31, 2015 and 2014.  As of March 31, 2015, there was approximately $338,000 of total unrecognized compensation expense related to non-vested stock options, which is expected to be recognized over a weighted average period of 2.47 years.

DIVIDENDS

DIVIDENDS	3 Months Ended
	Mar. 31, 2015
DIVIDENDS [Abstract]
DIVIDENDS	-5	DIVIDENDS
	The Company has declared and paid the following quarterly cash dividends.
	Date Dividend Paid		Quarterly Dividend Paid
			per Share
	January 10, 2014; April 11, 2014; July 11, 2014; October 10, 2014		$	0.22
	January 15, 2015; April 17, 2015
	The payment of dividends in the future is subject to the discretion of the Company’s Board of Directors, and various factors may prevent the Company from paying dividends or require the Company to reduce the dividends. Such factors include the Company’s financial position, capital requirements and liquidity, the existence of a stock repurchase program, any loan agreement restrictions, state corporate law restrictions, results of operations and such other factors that the Company’s Board of Directors may consider relevant.

LINE_OF_CREDIT

LINE OF CREDIT	3 Months Ended
	Mar. 31, 2015
LINE OF CREDIT [Abstract]
LINE OF CREDIT	-6	LINE OF CREDIT
	On September 13, 2013, the Company entered into a Credit Agreement with Compass Bank, which was amended on February 12, 2014 and August 8, 2014 (the “Credit Facility”).  The Credit Facility allows the Company to borrow, on a revolving basis, an aggregate principal amount not to exceed $12.0 million.  Interest is computed at either the lender’s prime rate or at LIBOR rate plus 1.15% in effect from time to time at the Company’s option.  As of March 31, 2015, the Company’s LIBOR borrowing rate was 1.33% and the prime rate borrowing rate was 3.25%.  A commitment fee on the average daily unused amount of the revolving loan commitment is also assessed at a rate of 0.25% per annum, and is payable quarterly in arrears.  At March 31, 2015, the Company had approximately $10.2 million LIBOR rate borrowings outstanding and approximately $1.8 million available for borrowing under the Credit Facility.  The loan matures on September 13, 2016.  The Credit Facility is collateralized by substantially all of the assets of the Company.  The Credit Facility requires the Company to comply with certain affirmative and negative covenants, including maintaining (i) a debt-to-EBITDA ratio of no more than 2.15 to 1.00 for the twelve months 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 March 31, 2015, the Company was in compliance with the Credit Facility covenants.

DISCLOSURES_ABOUT_FAIR_VALUE_O

DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

3 Months Ended

Mar. 31, 2015

DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS [Abstract]

DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

-7

DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

ASC Topic 825, ''Disclosures About Fair Value of Financial Instruments,'' requires disclosure about the fair value of financial instruments. Carrying amounts for all financial instruments included in current assets and current liabilities approximate estimated fair values due to the short maturity of those instruments. The fair values of the Company's long-term debt are based on similar rates currently available to the Company.  The Company believes the book value approximates fair value for the notes receivable.

The Company follows ASC Topic 820, “Fair Value Measurements and Disclosures,” which defines fair value, establishes a framework for using fair value to measure assets and liabilities, and expands disclosures about fair value measurements.  The statement establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available.  Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company.  Unobservable inputs are inputs that reflect the Company’s assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.  The hierarchy is broken down into three levels based on the reliability of the inputs as follows:

Level 1:

Quoted prices are available in active markets for identical assets or liabilities.

Level 2:

Quoted prices in active markets for similar assets and liabilities that are observable for the asset or liability; or

Level 3:

Unobservable pricing inputs that are generally less observable from objective sources, such as discounted cash flow models or valuations.

ASC Topic 820 requires financial assets and liabilities to be classified based on the lowest level of input that is significant to the fair value measurement.  The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. There were no transfers between the fair value hierarchy levels during the quarters ended March 31, 2014 and 2015.

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 and March 31, 2015 by level within the fair value hierarchy:

31-Dec-14

31-Mar-15

Fair Value Measurement Using

Fair Value Measurement Using

Level 1

Level 2

Level 3

Level 1

Level 2

Level 3

Contingent Liabilities Balance

$

-

-

$

421,000

$

-

-

$

421,000

SIGNIFICANT_ACCOUNTING_POLICIE1

SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2015
SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Basis of Presentation/Basis of Consolidation	Basis of Presentation/Basis of Consolidation
	The accompanying condensed consolidated financial statements have been prepared on the accrual basis of accounting. These financial statements present the financial position and results of operations of the Company and the dental offices (“Offices”), which are under the control of the Company.  The Offices are organized as professional corporations (“P.C.s”) and the Company provides business services to the Offices under long-term management agreements (the “Management Agreements”).  All intercompany accounts and transactions have been eliminated in the consolidation.
	The Company treats Offices as consolidated subsidiaries where it has a long-term and unilateral controlling financial interest over the assets and operations of the Offices. The Company maintains control of substantially all of its Offices via the Management Agreements. The Company is a business service organization and does not engage in the practice of dentistry or the provision of dental hygiene services. These services are provided by licensed professionals. Certain key features of these arrangements either enable the Company at any time and in its sole discretion to cause a change in the shareholder of the P.C. (i.e., ''nominee shareholder'') or allow the Company to vote the shares of stock held by the owner of the P.C. and to elect a majority of the board of directors of the P.C.  The accompanying condensed consolidated statements of operations reflect revenue, which is the amount billed to patients less contractual adjustments. Direct expenses consist of all the expenses incurred in operating the Offices and paid by the Company.  Under the Management Agreements, the Company assumes responsibility for the management of most aspects of the Offices' business (the Company does not engage in the practice of dentistry or the provision of dental hygiene services), including personnel recruitment and training; comprehensive administrative, business and marketing support and advice; and facilities, equipment, and support personnel as required to operate the practices.
	The Company prepares its consolidated financial statements in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, which provides for consolidation of variable interest entities (“VIEs”) of which the Company is the primary beneficiary. The Company has concluded that the P.C.s meet the definition of VIEs as defined by this standard and that the Company is the primary beneficiary of these VIEs.  This conclusion was reached because the Company has the power to direct significant activities of the VIEs and the Company is obligated to absorb losses of and/or provide rights to receive benefits from the VIEs.
Revenue	Revenue
	Revenue is generally recognized when services are provided and is reported at estimated net realizable amounts due from insurance companies, preferred provider and health maintenance organizations (i.e., third-party payors) and patients for services rendered, net of contractual and other adjustments.  Dental services are billed and collected by the Company in the name of the Offices.
	Revenue under certain third-party payor agreements is subject to audit and retroactive adjustments. To the Company’s knowledge, there are no material claims, disputes or other unsettled matters that exist concerning third-party reimbursements as of March 31, 2015.
	Most of the Company’s patients are insured under third-party payor agreements. The Company’s billing system generates contractual adjustments for each patient encounter based on fee schedules for the patient’s insurance plan.  The services provided are attached to the patient’s fee schedule based on the insurance the patient has at the time the service is provided.  Therefore, the revenue that is recorded by the billing system is based on insurance contractual amounts. Additionally, each patient at the time of service signs a form agreeing that the patient is ultimately responsible for the contracted fee if the insurance company does not pay the fee for any reason.
Note Receivable	Note Receivable
	A note receivable was created as part of a dental Office acquisition, of which approximately $110,000 in principal amount was outstanding at March 31, 2015.  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 as of March 31, 2015 or December 31, 2014.
Intangible Assets	Intangible Assets
	The Company's dental practice acquisitions involve the purchase of tangible and intangible assets and the assumption of certain liabilities of the acquired dental Offices. As part of the purchase price allocation, the Company allocates the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed, based on estimated fair market values. Costs of acquisition in excess of the net estimated fair value of tangible assets acquired and liabilities assumed are allocated to the Management Agreement related to the Office. The Management Agreement represents the Company's right to manage the Offices during the 40-year term of the Management Agreement. The assigned value of the Management Agreement is amortized using the straight-line method over a period of 25 years.  Amortization was approximately $211,000 and $225,000 for the quarters ended March 31, 2015 and 2014, respectively.
	The Management Agreements cannot be terminated by a P.C. without cause, consisting primarily of bankruptcy or material default by the Company.
	If facts and circumstances indicate that the carrying value of long-lived and intangible assets may be impaired, the Company will perform an evaluation of recoverability. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset will be compared to the asset’s carrying amount to determine if a write-down to market value or discounted cash flow value is required.  There were no impairment write-downs associated with the Company’s long-lived and intangible assets during the quarters ended March 31, 2015 and 2014.
Stock-Based Compensation Expense	Stock-Based Compensation Expense
	The Company recognizes compensation expense on a straight line basis over the requisite service period of the award. Total stock-based compensation expense included in the Company’s condensed consolidated statements of operations for the quarters ended March 31, 2015 and 2014 was approximately $81,000 and $100,000, respectively, related to stock options.  Total stock-based compensation expense was recorded as a component of corporate general and administrative expense.
	The Black-Scholes option-pricing model was used to estimate the option fair values. The option-pricing model requires a number of assumptions, of which the most significant are expected stock price volatility, the expected pre-vesting forfeiture rate, expected dividend rate and the expected option term (the amount of time from the grant date until the options are exercised or expire). Expected volatility was calculated based upon actual historical stock price movements over the most recent periods ended March 31, 2015 equal to the expected option term. Expected pre-vesting forfeitures were estimated based on historical pre-vesting forfeitures over the most recent periods ended March 31, 2015 for the expected option term.
Recent Accounting Pronouncements	Recent Accounting Pronouncements
	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.  In April 2015, the FASB voted to propose that ASU 2014-09 be effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, and can be adopted under the full retrospective method or simplified transition method.  Entities are permitted to adopt the revenue standard early, beginning with annual reporting periods after December 15, 2016.  If the FASB’s proposal is adopted, the Company plans to adopt ASU 2014-09 beginning January 1, 2018 and is currently evaluating the impact these changes will have on its condensed consolidated financial statements.
	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.  ASU 2014-15 is not expected to have a material effect on the Company’s condensed consolidated financial statements.
	In January 2015, the FASB issued new accounting guidance eliminating from current accounting guidance the concept of extraordinary items, which, among other things, required an entity to segregate extraordinary items considered to be unusual and infrequent from the results of ordinary operations and show the item separately in the income statement, net of tax, after income from continuing operations. This guidance is effective for public entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. Adoption of this guidance is not expected to have a significant impact on the Company’s condensed consolidated financial statements.
	In April 2015, the FASB issued an accounting update simplifying the presentation of debt issuance costs and requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The update did not affect the recognition and measurement guidance for debt issuance costs. This guidance is effective for public entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. Adoption of this guidance is not expected to have a significant impact on the Company’s condensed consolidated financial statements.

EARNINGSLOSS_PER_SHARE_Tables

EARNINGS/(LOSS) PER SHARE (Tables)	3 Months Ended
	Mar. 31, 2015
EARNINGS/(LOSS) PER SHARE [Abstract]
Earnings/(loss) per share calculation	The Company calculates earnings/(loss) per share (“EPS”)  in accordance with ASC Topic 260.
		Quarters Ended March 31,
		2014						2015
		Net Income		Shares		Per Share Amount		Net Loss			Shares		Per Share Amount
	Basic EPS	$	49,331		1,854,455	$	0.03	$	(45,876	)		1,859,689	$	(0.02	)
	Effect of Dilutive Stock Options		-		10,253		-		-			-		-
	Diluted EPS	$	49,331		1,864,708	$	0.03	$	(45,876	)		1,859,689	$	(0.02	)

STOCKBASED_COMPENSATION_PLANS_

STOCK-BASED COMPENSATION PLANS (Tables)	3 Months Ended
	Mar. 31, 2015
STOCK-BASED COMPENSATION PLANS [Abstract]
Summary of option activity	A summary of option activity as of March 31, 2015, and changes during the quarter then ended, is presented below:
		Number of			Weighted-		Range of		Weighted-		Aggregate
		Options			Average		Exercise Prices		Average		Intrinsic
					Exercise				Remaining		Value
					Price				Contractual		(thousands)
									Term (years)
	Outstanding at January 1, 2015		586,833		$	17.36	$	11.50 - $21.00		4.2	$	197
	Cancelled		(102,500	)	$	19.71	$	15.22 - $21.00
	Outstanding at March 31, 2015		484,333		$	16.79	$	11.50 - $19.75		4.8	$	125
	Exercisable at March 31, 2015		250,334		$	18.48	$	11.50 - $19.75		3.4	$	16

DIVIDENDS_Tables

DIVIDENDS (Tables)	3 Months Ended
	Mar. 31, 2015
DIVIDENDS [Abstract]
Dividends payable	The Company has declared and paid the following quarterly cash dividends.
	Date Dividend Paid	Quarterly Dividend Paid
		per Share
	January 10, 2014; April 11, 2014; July 11, 2014; October 10, 2014	$	0.22
	January 15, 2015; April 17, 2015

DISCLOSURES_ABOUT_FAIR_VALUE_O1

DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)

3 Months Ended

Mar. 31, 2015

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 and March 31, 2015 by level within the fair value hierarchy:

31-Dec-14

31-Mar-15

Fair Value Measurement Using

Fair Value Measurement Using

Level 1

Level 2

Level 3

Level 1

Level 2

Level 3

Contingent Liabilities Balance

$

-

-

$

421,000

$

-

-

$

421,000

SIGNIFICANT_ACCOUNTING_POLICIE2

SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Dec. 31, 2014
Note Receivable [Abstract]
Outstanding principal amount of note receivables	$110,000
Maturity date	31-Oct-18
Interest rate on notes receivable (in hundredths)	0.00%
Allowance for doubtful accounts	0		0
Intangible Assets [Abstract]
Life of the management agreement	40 years
Amortization period for contract	25 years
Amortization expense	211,000	225,000
Impairment of Long-Lived and Intangible Assets [Abstract]
Impairment of long-lived and intangible assets	0	0
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock based compensation expense	$81,000	$100,000

EARNINGSLOSS_PER_SHARE_Details

EARNINGS/(LOSS) PER SHARE (Details) (USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Net income, diluted [Abstract]
Net income/(loss), basic EPS	($45,876)	$49,331
Effect of dilutive stock options	0	0
Net income, diluted EPS	($45,876)	$49,331
Weighted average number of shares outstanding reconciliation [Abstract]
Weighted average number of shares, basic EPS (in shares)	1,859,689	1,854,455
Effect of dilutive stock options, shares (in shares)	0	10,253
Weighted average number of shares outstanding, diluted EPS (in shares)	1,859,689	1,864,708
Earnings per share, basic and diluted [Abstract]
Earnings per share, basic EPS (in dollars per share)	($0.02)	$0.03
Effect of dilutive stock option (in dollars per share)	$0	$0
Per share amount - Diluted EPS (in dollars per share)	($0.02)	$0.03
Antidilutive securities (in shares)	478,935	386,681

STOCKBASED_COMPENSATION_PLANS_1

STOCK-BASED COMPENSATION PLANS (Details) (Stock Options [Member], USD $)	3 Months Ended	12 Months Ended	3 Months Ended
	Mar. 31, 2015	Dec. 31, 2014	Mar. 31, 2014	Jun. 30, 2014	Jun. 30, 2012	Jun. 30, 2009	Jun. 30, 2007	Jun. 30, 2005
Options outstanding [Rollforward]
Outstanding, beginning balance (in shares)	586,833
Cancelled (in shares)	-102,500
Outstanding, ending balance (in shares)	484,333	586,833
Exercisable (in shares)	250,334
Options weighted average exercise price [Roll Forward]
Outstanding, beginning balance (in dollars per share)	$17.36
Cancelled (in dollars per share)	$19.71
Outstanding, ending balance (in dollars per share)	$16.79	$17.36
Exercisable (in dollars per share)	$18.48
Options, additional disclosures [Abstract]
Outstanding, weighted average remaining contractual term	4 years 9 months 18 days	4 years 2 months 12 days
Outstanding, aggregate intrinsic value	$125,000	$197,000
Exercisable, weighted average remaining contractual term	3 years 4 months 24 days
Exercisable, aggregate intrinsic value	16,000
2005 Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of common stock shares originally authorized (in shares)								300,000
Number of common stock shares authorized under the plan (in shares)				1,025,000	775,000	625,000	425,000
Shares available for issuance (in shares)	0
Minimum number of plan administrators	2
Vested options (in shares)	250,334
Unvested options (in shares)	233,999
Options, additional disclosures [Abstract]
Option granted (in shares)	0		0
Total unrecognized compensation expense	$338,000
Weighted average period for recognition	2 years 5 months 19 days

DIVIDENDS_Details

DIVIDENDS (Details) (USD $)	3 Months Ended
	Mar. 31, 2015	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013
DIVIDENDS [Abstract]
Quarterly Dividend Paid per Share (in dollars per share)	$0.22	$0.22	$0.22	$0.22	$0.22	$0.22
Date Dividend Paid	17-Apr-15	15-Jan-15	10-Oct-14	11-Jul-14	11-Apr-14	10-Jan-14

LINE_OF_CREDIT_Details

LINE OF CREDIT (Details) (Line of Credit [Member], USD $)	3 Months Ended
In Millions, unless otherwise specified	Mar. 31, 2015	Sep. 13, 2013
	Ratio
Long-term Debt [Line Items]
Maximum borrowing capacity		$12
Interest terms	Interest is computed at either the lenderbs prime rate or at LIBOR rate plus 1.15% in effect from time-to-time at the Companybs option.
Commitment fee percentage (in hundredths)	0.25%
Remaining borrowing capacity	1.8
Maturity date	13-Sep-16
Debt To EBITDA ratio for the twelve months ending June 30, 2015	2.15
Debt To EBITDA ratio for the year ending December 31, 2015	2.05
Debt To EBITDA ratio for the twelve months ending June 30, 2016	2
Fixed charge coverage ratio for the twelve months ending June 30, 2015	1.25
Fixed charge coverage ratio for the year ending December 31, 2015	1.25
Fixed charge coverage ratio for the twelve months ending June 30, 2016	1.25
Base Rate Option [Member]
Long-term Debt [Line Items]
Borrowing rate (in hundredths)	3.25%
LIBOR Borrowing Rate [Member]
Long-term Debt [Line Items]
Basis spread on variable rate (in hundredths)	1.15%
Borrowing rate (in hundredths)	1.33%
Amount outstanding	$10.20

DISCLOSURES_ABOUT_FAIR_VALUE_O2

DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) (Fair Value, Measurements, Recurring [Member], USD $)	Mar. 31, 2015	Dec. 31, 2014
Fair Value, Inputs, Level 1 [Member]
Liabilities, Fair Value Disclosure [Abstract]
Contingent Liabilities Balance	$0	$0
Fair Value, Inputs, Level 2 [Member]
Liabilities, Fair Value Disclosure [Abstract]
Contingent Liabilities Balance	0	0
Fair Value, Inputs, Level 3 [Member]
Liabilities, Fair Value Disclosure [Abstract]
Contingent Liabilities Balance	$421,000	$421,000