Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 25, 2017 | Jun. 30, 2016 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | BIRNER DENTAL MANAGEMENT SERVICES INC | ||
Entity Central Index Key | 948,072 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 10,474,554 | ||
Entity Common Stock, Shares Outstanding | 1,860,261 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
CURRENT ASSETS: | ||
Cash | $ 157,923 | $ 258,801 |
Accounts receivable, net of allowance for doubtful accounts of approximately $390,000 and $410,000, respectively | 3,212,190 | 3,043,655 |
Note receivable | 34,195 | 34,195 |
Deferred tax asset | 326,202 | 275,907 |
Income tax receivable | 0 | 73,878 |
Prepaid expenses and other assets | 759,749 | 575,770 |
Total current assets | 4,490,259 | 4,262,206 |
PROPERTY AND EQUIPMENT, net | 7,279,436 | 9,808,014 |
OTHER NONCURRENT ASSETS: | ||
Intangible assets, net | 6,721,084 | 7,565,648 |
Deferred charges and other assets | 155,741 | 155,741 |
Note receivable | 31,051 | 55,002 |
Total assets | 18,677,571 | 21,846,611 |
CURRENT LIABILITIES: | ||
Accounts payable | 2,723,473 | 2,920,998 |
Accrued expenses | 925,776 | 1,547,915 |
Accrued payroll and related expenses | 2,164,758 | 2,330,398 |
Current maturities of long-term debt | 2,500,000 | 1,500,000 |
Total current liabilities | 8,314,007 | 8,299,311 |
LONG-TERM LIABILITIES: | ||
Deferred tax liability, net | 1,500,618 | 2,242,800 |
Long-term debt | 7,351,006 | 8,707,578 |
Other long-term obligations | 1,081,655 | 949,554 |
Total liabilities | 18,247,286 | 20,199,243 |
COMMITMENTS AND CONTINGENCIES (Notes 9 & 11) | ||
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; 1,861,106 and 1,860,261 shares issued and outstanding, respectively | 1,615,001 | 1,446,182 |
Retained earnings (accumulated deficit) | (1,184,716) | 201,186 |
Total shareholders' equity | 430,285 | 1,647,368 |
Total liabilities and shareholders' equity | $ 18,677,571 | $ 21,846,611 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
CURRENT ASSETS: | ||
Allowance for doubtful accounts | $ 410,000 | $ 390,000 |
SHAREHOLDERS' EQUITY: | ||
Preferred Stock, par value (in dollars per share) | $ 0 | $ 0 |
Preferred Stock, authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred Stock, outstanding (in shares) | 0 | 0 |
Common Stock, par value (in dollars per share) | $ 0 | $ 0 |
Common Stock, authorized (in shares) | 20,000,000 | 20,000,000 |
Common Stock, issued (in shares) | 1,860,261 | 1,861,106 |
Common Stock, outstanding (in shares) | 1,860,261 | 1,861,106 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
REVENUE: | ||||
Dental practice revenue | $ 57,167,491 | $ 59,134,356 | $ 59,924,198 | |
Capitation revenue | 4,594,803 | 4,709,481 | 5,201,402 | |
Total revenue | 61,762,294 | 63,843,837 | 65,125,600 | |
DIRECT EXPENSES: | ||||
Clinical salaries and benefits | 37,202,203 | 38,209,674 | 38,641,198 | |
Dental supplies | 2,820,462 | 2,965,182 | 2,977,962 | |
Laboratory fees | 3,489,225 | 3,288,426 | 3,298,723 | |
Occupancy | 6,279,180 | 5,948,384 | 5,900,176 | |
Advertising and marketing | 658,487 | 862,397 | 965,202 | |
Depreciation and amortization | 3,993,299 | 4,283,291 | 4,229,253 | |
General and administrative | 5,477,903 | 5,387,988 | 5,441,126 | |
Total direct expense | 59,920,759 | 60,945,342 | 61,453,640 | |
Contribution from dental offices | 1,841,535 | 2,898,495 | 3,671,960 | |
CORPORATE EXPENSES: | ||||
General and administrative | [1] | 3,516,657 | 3,677,547 | 4,659,610 |
Depreciation and amortization | 210,813 | 241,588 | 223,019 | |
OPERATING LOSS | (1,885,935) | (1,020,640) | (1,210,669) | |
OTHER INCOME (EXPENSE): | ||||
Change in fair value of contingent liabilities | 0 | 100,000 | 0 | |
Interest (expense), net | (253,940) | (105,062) | (115,750) | |
LOSS BEFORE INCOME TAXES | (2,139,875) | (1,025,702) | (1,326,419) | |
Income tax benefit | (753,973) | (321,032) | (402,785) | |
NET LOSS | $ (1,385,902) | $ (704,670) | $ (923,634) | |
Net loss per share of Common Stock - Basic (in dollars per share) | $ (0.74) | $ (0.38) | $ (0.50) | |
Net loss per share of Common Stock - Diluted (in dollars per share) | (0.74) | (0.38) | (0.50) | |
Cash dividends per share of Common Stock (in dollars per share) | $ 0 | $ 0.88 | $ 0.88 | |
Weighted average number of shares of Common Stock and dilutive securities: | ||||
Basic (in shares) | 1,860,316 | 1,860,246 | 1,858,650 | |
Diluted (in shares) | 1,860,316 | 1,860,246 | 1,858,650 | |
[1] | Corporate expenses - general and administrative includes $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 , $229,093 of stock-based compensation expense pursuant to ASC Topic 718 for the year ended December 31, 2015 and $177,679 of stock-based compensation expense pursuant to ASC Topic 718 for the year ended December 31, 2016. |
CONSOLIDATED STATEMENTS OF OPE5
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - General and Administrative Expenses [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock based compensation expense | $ 177,679 | $ 229,093 | $ 364,880 |
Severance compensation expense | $ 338,861 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) | Common Stock [Member] | Retained Earnings (accumulated deficit) [Member] | Total |
BALANCES at Dec. 31, 2013 | $ 779,758 | $ 5,103,430 | $ 5,883,188 |
BALANCES (in shares) at Dec. 31, 2013 | 1,852,565 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Common Stock options exercised | $ 64,500 | 0 | $ 64,500 |
Common Stock options exercised (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 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Common Stock options exercised | $ 7,671 | 0 | $ 7,671 |
Common Stock options exercised (in shares) | 1,417 | 6,667 | |
Tax benefit (expense) of Common Stock options exercised | $ (4,638) | 0 | $ (4,638) |
Dividends declared on Common Stock | 0 | (1,637,150) | (1,637,150) |
Stock-based compensation expense | 229,093 | 0 | 229,093 |
Net income (loss) | 0 | (704,670) | (704,670) |
BALANCES at Dec. 31, 2015 | $ 1,446,182 | 201,186 | $ 1,647,368 |
BALANCES (in shares) at Dec. 31, 2015 | 1,861,106 | 1,861,106 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Purchase and retirement of Common Stock | $ (8,860) | 0 | $ (8,860) |
Purchase and retirement of Common Stock (in shares) | (845) | ||
Stock-based compensation expense | $ 177,679 | 0 | 177,679 |
Net income (loss) | 0 | (1,385,902) | (1,385,902) |
BALANCES at Dec. 31, 2016 | $ 1,615,001 | $ (1,184,716) | $ 430,285 |
BALANCES (in shares) at Dec. 31, 2016 | 1,860,261 | 1,860,261 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (1,385,902) | $ (704,670) | $ (923,634) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 4,204,112 | 4,524,879 | 4,452,272 |
Stock-based compensation expense | 177,679 | 229,093 | 364,880 |
Provision for doubtful accounts | 833,271 | 811,528 | 873,269 |
Benefit from deferred income taxes | (792,477) | (369,484) | (421,305) |
Change in fair value of contingent liabilities | 0 | (100,000) | 0 |
Loss (gain) on sale of assets | 0 | (3,948) | 9,220 |
Changes in assets and liabilities: | |||
Accounts receivable | (1,001,806) | (670,047) | (808,086) |
Prepaid expenses and other assets | (183,979) | (55,583) | (65,029) |
Deferred charges and other assets | 0 | 5,112 | 4,808 |
Accounts payable | (197,525) | 8,836 | 363,922 |
Accrued expenses | (212,696) | (10,209) | (85,266) |
Accrued payroll and related expenses | (165,640) | (181,555) | 319,458 |
Income taxes payable (receivable) | 73,878 | (80,516) | 183,573 |
Other long-term obligations | 132,101 | 2,921 | 80,674 |
Net cash provided by operating activities | 1,481,016 | 3,406,357 | 4,348,756 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Note receivable | 23,951 | 27,927 | 26,572 |
Capital expenditures | (830,970) | (2,231,032) | (4,730,059) |
Proceeds from sale of assets | 0 | 5,000 | 19,275 |
Net cash used in investing activities | (807,019) | (2,198,105) | (4,684,212) |
CASH FLOWS USED IN FINANCING ACTIVITIES: | |||
Advances - line of credit | 23,027,293 | 27,570,954 | 27,809,707 |
Repayments - line of credit | (22,383,865) | (27,196,829) | (26,068,044) |
Repayments - reducing revolving loan | (1,000,000) | 0 | 0 |
Proceeds from exercise of Common Stock options | 0 | 7,671 | 64,500 |
Purchase and retirement of Common Stock | (8,860) | 0 | (6,293) |
Tax benefit (expense) of Common Stock options exercised | 0 | (4,638) | 11,211 |
Common Stock cash dividends | (409,443) | (1,636,838) | (1,635,223) |
Net cash provided by (used in) financing activities | (774,875) | (1,259,680) | 175,858 |
NET CHANGE IN CASH | (100,878) | (51,428) | (159,598) |
CASH, beginning of year | 258,801 | 310,229 | 469,827 |
CASH, end of year | 157,923 | 258,801 | 310,229 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||
Cash paid during the year for interest | 287,958 | 155,159 | 133,686 |
Cash paid during the year for income taxes | 50,906 | 138,535 | 16,266 |
Cash received during the year for income taxes | 86,280 | 4,929 | 192,491 |
NON-CASH ITEMS: | |||
Repayments - line of credit with Compass Bank | $ 10,617,598 | $ 0 | $ 0 |
DESCRIPTION OF BUSINESS AND ORG
DESCRIPTION OF BUSINESS AND ORGANIZATION | 12 Months Ended |
Dec. 31, 2016 | |
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, 2014, 2015 and 2016, the Company managed 67, 68 and 69 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 Acquisitions De Novo Developments Office Consolidations/ Closings 2007 and Prior 42 26 (8 ) 2008 - 1 - 2009 3 - - 2010 - 2 (2 ) 2011 - - - 2012 - 2 (1 ) 2013 - 2 (1 ) 2014 - 2 (1 ) 2015 - 1 - 2016 - 1 - Total 45 37 (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. The de novo |
LIQUIDITY AND FINANCIAL RESOURC
LIQUIDITY AND FINANCIAL RESOURCES UPDATE | 12 Months Ended |
Dec. 31, 2016 | |
LIQUIDITY AND FINANCIAL RESOURCES UPDATE [Abstract] | |
LIQUIDITY AND FINANCIAL RESOURCES UPDATE | (2) LIQUIDITY AND FINANCIAL RESOURCES UPDATE The Company has historically operated with negative working capital and has been able to meet its current obligations as a result of strong operating cash flows and availability on its revolving line of credit. Recent decreases in operating cash flows have led the Company to take certain actions. In late September 2016, the Company hired a new, fully dedicated dentist recruiter to replace the previous recruiter. The Company believes the new recruiter is making progress in increasing its number of dentists. On January 30, 2017, the Company added a highly experienced Chief Dental Officer to work directly with its network dentists in their offices, which the Company believes will help reduce dentist turnover, improve dentist performance and enhance dentist recruitment going forward. The Company also has begun to work with an additional experienced dentist on a part time consulting basis to further improve retention and productivity. In addition, the Company has begun to offer equity buy-in opportunities for dentists, which it believes will also aid in recruiting and retaining dentists and reducing dentist turnover. Management is also continuously seeking to reduce expenses and, on February 1, 2017, the Company’s Chief Executive Officer, Chief Financial Officer and outside directors all took 20 percent reductions in base salary and director fees, respectively, amounting to approximately $175,000 in annual expense savings. Additionally, one of the Company’s two offices in Fort Collins, Colorado that had negative Adjusted EBITDA of $78,000 in 2016 was consolidated with a newer second office at the end of January 2017. The Company is aggressively considering other actions to reduce expenses and improve profitability. The Company has prepared its business plan for the ensuing twelve months and believes it has sufficient liquidity and financial resources to operate for the ensuing twelve month period. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2016 | |
SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | (3) 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 2016. Such reclassification had no effect on net loss. 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 Accounting Standards Codification (“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 Topic 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 2014, 2015 and 2016, 8.0%, 7.4% and 7.4%, 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, 2016, 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 90 days old. Patient accounts receivable that are over 120 days past due and that appear to not be 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 $65,000 in principal amount was outstanding at December 31, 2016. 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 deemed 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, 2014, 2015 and 2016, respectively. 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 $3,569,939, $3,679,992 and $3,349,549 for the years ended December 31, 2014, 2015 and 2016, 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 $882,333, $844,887 and $844,564 for the years ended December 31, 2014, 2015 and 2016, 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, 2014, 2015 and 2016. 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 (expense). 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. Loss Per Share The Company calculates earnings (loss) 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. 2014 2015 2016 Net Loss Weighted Average Shares Per Share Amount Net Loss Weighted Average Shares Per Share Amount Net Loss Weighted Average Shares Per Share Amount Basic EPS $ (923,634 ) 1,858,650 $ (0.50 ) $ (704,670 ) 1,860,246 $ (0.38 ) $ (1,385,902 ) 1,860,316 $ (0.74 ) Effect of Dilutive Stock Options - - - - - - Diluted EPS $ (923,634 ) 1,858,650 $ (0.50 ) $ (704,670 ) 1,860,246 $ (0.38 ) $ (1,385,902 ) 1,860,316 $ (0.74 ) For the years ended December 31, 2014, 2015 and 2016, options to purchase 586,833, 455,666 and 465,666 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, 2014, 2015 and 2016 was approximately $365,000, $229,000 and $178,000, 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, 2016 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, 2016 for the expected option term. The expected option term was calculated based on historical experience. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606). In April 2015, the FASB issued ASU No. 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments. In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory. In November 2016, the FASB issued an accounting update on statements of cash flows to address diversity in practice in the classification and presentation of changes in restricted cash. The accounting update requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash or restricted cash equivalents should be included with cash and cash equivalents when reconciling beginning-of-period and end-of-period amounts shown on the statement of cash flows. The guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. This is an expansive set of revisions to the cash flow presentation standards, but at this time the Company does not believe that these changes will have an impact on its consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2016 | |
ACQUISITIONS [Abstract] | |
ACQUISITIONS | (4) 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 Acquisition On October 29, 2009, the Company acquired the assets of an Arizona partnership and entered into a Management Agreement to manage the practice for a purchase price of $700,000, 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. During the quarter ended December 31, 2015, the Company remeasured the fair value of the contingent liabilities and reduced it by $100,000 to $321,000. The $100,000 was recognized as other income during the quarter. The fair value of the acquisition was based on significant inputs not observable in the market and is 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 2014, 2015 or 2016. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2016 | |
PROPERTY AND EQUIPMENT [Abstract] | |
PROPERTY AND EQUIPMENT | (5) PROPERTY AND EQUIPMENT Property and equipment consist of the following: December 31, 2015 2016 Dental equipment $ 10,469,568 $ 10,635,883 Furniture and fixtures 1,700,995 1,730,191 Leasehold improvements 14,242,399 14,331,451 Computer equipment, software and related items 7,938,697 8,251,200 Instruments 1,731,505 1,960,071 36,083,164 36,908,796 Less - accumulated depreciation (26,275,150 ) (29,629,360 ) Property and equipment, net $ 9,808,014 $ 7,279,436 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2016 | |
INTANGIBLE ASSETS [Abstract] | |
INTANGIBLE ASSETS | (6) INTANGIBLE ASSETS Intangible assets consist of Management Agreements: Amortization December 31, Period 2015 2016 Management Agreements 25 years $ 21,800,123 $ 21,800,123 Less - accumulated amortization (14,234,475 ) (15,079,039 ) Intangible assets, net $ 7,565,648 $ 6,721,084 The estimated aggregate amortization expense on the Management Agreements for each of the five succeeding fiscal years is as follows: 2017 $ 844,564 2018 844,564 2019 836,055 2020 808,550 2021 699,186 Thereafter 2,688,165 $ 6,721,084 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2016 | |
DEBT [Abstract] | |
DEBT | (7) DEBT Debt consists of the following: December 31, 2015 2016 Revolving credit agreement with a bank not to exceed $2.0 million, at a LIBOR rate plus 2.90%, collateralized by substantially all of the assets of the Company, due in March 2018. 207,578 - Prepaid Loan Fees - - Revolving credit agreement with a bank not to exceed $2.0 million, at a LIBOR rate plus 3.75%, collateralized by substantially all of the assets of the Company, due in March 2018. - 945,682 Prepaid Loan Fees - (94,676 ) $10.0 million reducing revolving loan with a bank, at a LIBOR rate plus 2.90% with mandatory quarterly payments of approximately $500,000, collateralized by substantially all of the assets of the Company, due in March 2021. 10,000,000 - $10.0 million reducing revolving loan with a bank, at a LIBOR rate plus 3.75% with mandatory quarterly payments of approximately $500,000, collateralized by substantially all of the assets of the Company, due in March 2021. - 9,000,000 10,207,578 9,851,006 Less - current maturities (1,500,000 ) (2,500,000 ) Long-term debt, net of current maturities $ 8,707,578 $ 7,351,006 Credit Facility On March 29, 2016, the Company entered into a new Loan and Security Agreement with Guaranty Bank and Trust Company, which was subsequently amended, most recently on March 30, 2017 (as amended, the “Credit Facility”). The Credit Facility initially consisted of a $2.0 million revolving line of credit and a $10.0 million reducing revolving loan. The revolving line of credit matures on March 31, 2018. The revolving line of credit commitment reduces in $300,000 increments during 2017 through maturity from $2.0 million to $800,000. The reducing revolving loan matures on March 31, 2021 and requires mandatory reductions of $500,000 per calendar quarter, with a further reduction on April 30, 2018 equal to 50% of EBITDA for 2017 minus capital expenditures for 2017, interest payments on the Credit Facility paid in 2017, $2.0 million, and cash taxes paid during 2017. The reducing revolving loan allows the Company to drawdown, repay and re-draw loans advanced to it within the available balance. Interest varies between LIBOR plus 3.10% and LIBOR plus 3.75% depending on the Company’s funded debt-to-EBITDA ratio. As of December 31, 2016, the revolving line of credit rate was 3.52% and the reducing revolving loan rate was 3.52%. At December 31, 2016, the Company had approximately $946,000 of borrowings outstanding under the revolving line of credit and approximately $1.1 million available for borrowing under the revolving line of credit. At December 31, 2016, the Company had $9.0 million of borrowings outstanding under the reducing revolving loan. The Credit Facility is collateralized by substantially all of the assets of the Company. As amended by the March 2017 amendment, the Credit Facility requires the Company to maintain (i) a funded debt-to-EBITDA ratio of no more than 2.5 to 1.00 for the twelve months ending December 31, 2017 and thereafter, (ii) net worth of at least $1.0 million (increased by 25% of any net income after taxes of the Company in 2017 and thereafter), and (iii) a fixed charge coverage ratio of not less than 1.25 to 1.00 for the quarter ending December 31, 2017 and each quarter thereafter, and to generate at least $870,000 of EBITDA in each of the first three quarters of 2017. In addition, capital expenditures may not exceed $180,000 per quater. After entering into the Credit Facility in March 2016, dividends and stock repurchases were prohibited under the Credit Facility and, as a result of the March 2017 amendment to the Credit Facility, dividends and stock repurchases currently are not permitted under the Credit Facility. The March 2017 amendment to the Credit Facility also included a forbearance by the bank regarding covenant defaults by the Company as of December 31, 2016 with respect to the ten-existing funded debt-to-EBITDA ratio of no more than 3.15 to 1.00 for the twelve months ended December 31, 2016, fixed charge coverage ratio of at least 1.35 to 1.00 for the quarter ended December 31, 2016 and EBITDA of at least $650,000 for the quarter ended December 31, 2016. The forbearance remains in effect provided that the Company complies with the amended Credit Agreement covenants. On March 30, 2016, the Company terminated its credit facility with Compass Bank. The Company repaid the outstanding $10.6 million principal amount plus accrued interest under the credit agreement with Compass Bank with borrowings under the new Credit Facility. Scheduled Maturities The scheduled maturities of debt are as follows: Year Amount 2017 $ 2,500,000 2018 2,851,006 2019 2,000,000 2020 2,000,000 2021 500,000 $ 9,851,006 |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2016 | |
SHAREHOLDERS' EQUITY [Abstract] | |
SHAREHOLDERS' EQUITY | (8) 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 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. During 2015, the Company did not purchase any shares of its Common Stock. During 2016, the Company, in five separate transactions, repurchased and retired a total of 845 shares of its Common Stock for total consideration of approximately $8,900 at prices ranging from $10.00 to $10.01 per share. As of December 31, 2016, approximately $876,000 of the previously authorized amount was available for purchases. In March 2016, the Company entered into its Credit Facility. Through the remainder of 2016, Common Stock repurchases were prohibited under the Credit Facility, and Common Stock repurchases are not currently permitted under the Credit Facility. Stock-Based Compensation Plans The Company’s 2005 Equity Incentive Plan, as amended (“2005 Plan”), terminated in March 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. As of December 31, 2016, there were 338,415 vested options and 56,251 unvested options granted under the 2005 Plan that remained outstanding in accordance with their terms and there were no shares available for issuance under the 2005 Plan due to its termination. The Company’s shareholders approved the 2015 Equity Incentive Plan (“2015 Plan”) in June 2015. The 2015 Plan replaces the 2005 Plan. The maximum number of shares of Common Stock that may be delivered to participants and their beneficiaries under the 2015 Plan is 200,000. The 2015 Plan provides for the grant of incentive stock options, stock appreciation right awards, restricted stock awards, stock unit awards and other stock-based awards to eligible recipients. The objectives of the 2015 Plan are to attract and retain the best possible candidates for positions of responsibility and provide for additional performance incentives by providing eligible employees with the opportunity to acquire equity in the Company. The 2015 Plan is administered by a committee of two or more outside directors from the Company’s Board of Directors (the “Committee”). The Committee determines the eligible individuals to whom awards under the 2015 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 the award, vesting terms and conditions and any other terms and conditions of the grant in addition to those contained in the 2015 Plan. Each grant under the 2015 Plan will be confirmed by and subject to the terms of an award agreement. 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 2014 2015 2016 Expected life (1) 4.5 3.3 3.3 Risk-free interest rate (2) 1.45 % 1.00 % 1.21 % Expected volatility (3) 35 % 35 % 39 % Expected dividend yield 6.05 % 6.93 % 7.81 % Expected forfeiture (4) 18.32 % 27.00 % 27.00 % (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, 2014, 2015 and 2016, and changes during the years then ended, is presented below: Number of Options/ Warrants Weighted- Average Exercise Price Range of Exercise Prices Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value (thousands) 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 ) $ 18.30 $ 16.50 - $21.85 Balance at December 31, 2014 586,833 $ 17.36 $ 11.50 - $21.00 4.2 $ 197 Granted 11,000 $ 12.69 $ 12.64 - $12.74 Exercised (6,667 ) $ 11.50 $ 11.50 - $11.50 Canceled (135,500 ) $ 18.83 $ 12.55 - $21.00 Balance at December 31, 2015 455,666 $ 16.82 $ 12.55 - $19.75 4.2 $ - Granted 95,000 $ 10.11 $ 10.04 - $11.11 Canceled (85,000 ) $ 14.18 $ 10.04 - $19.75 Balance at December 31, 2016 465,666 $ 15.94 $ 10.04 - $19.75 3.6 $ 654 Exercisable at December 31, 2014 322,834 $ 18.89 $ 11.50 - $21.00 2.4 $ 23 Exercisable at December 31, 2015 307,672 $ 17.79 $ 12.55 - $19.75 3.4 $ - Exercisable at December 31, 2016 338,415 $ 17.34 $ 12.55 - $19.75 2.9 $ 157 The weighted average grant date fair value of options granted was $2.47, $1.81 and $1.74 per option during the years ended December 31, 2014, 2015 and 2016, respectively. Net cash proceeds from the exercise of stock options during the years ended December 31, 2014 and 2015 were $64,500 and $8,000, respectively. The associated income tax effect from stock options exercised during the years ended December 31, 2014 and 2015 was $11,000 and ($5,000), respectively. As of the date of exercise, the total intrinsic value of options exercised during the years ended December 31, 2014 and 2015 was $67,000 and $11,000, respectively. As of December 31, 2016, there was approximately $135,000 of total unrecognized compensation expense related to non-vested stock options, which is expected to be recognized over a weighted average period of 1.95 years. The following table summarizes information about the options outstanding at December 31, 2016: Options Outstanding Options Exercisable Range of Exercise Prices Number of Options Outstanding at December 31, 2016 Weighted Average Remaining Contractual Life Weighted Average Exercise Price Number of Options Exercisable at December 31, 2016 Weighted Average Exercise Price $ 8.74 — 10.93 67,000 6.0 $ 10.04 - $ - 10.93 — 13.11 60,000 5.0 $ 12.45 37,333 $ 12.55 15.30 — 17.48 141,000 4.0 16.16 108,999 16.28 17.49 — 19.66 121,000 2.6 18.26 115,417 18.29 19.67 — 21.85 76,666 1.3 19.75 76,666 19.75 $ 10.93 — 21.85 465,666 3.6 $ 15.94 338,415 $ 17.34 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2016 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | (9) 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 15 years with options to renew the leases for specific periods subsequent to their original terms. Rent expense for these leases totaled $4,730,324, $4,851,547 and $5,283,481 for the years ended December 31, 2014, 2015 and Future minimum lease commitments for operating leases with remaining non-cancellable terms of one or more years are as follows : Years ending December 31, 2017 $ 4,082,000 2018 3,489,000 2019 2,990,000 2020 2,006,000 2021 1,237,000 Thereafter 2,122,000 $ 15,926,000 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 December 31, 2015, the Company remeasured and reduced the value of contingent liabilities by $100,000 and recognized this amount as other income for the quarter. As of December 31, 2016, approximately $321,000 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, 2016 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | (10) 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, 2014, 2015 and 2016 consisted of the following: 2014 2015 2016 Current: Federal $ (16,309 ) $ 33,519 $ 38,504 State 34,829 14,933 - 18,520 48,452 38,504 Deferred: Federal (357,224 ) (339,511 ) (734,951 ) State (64,081 ) (29,973 ) (57,526 ) (421,305 ) (369,484 ) (792,477 ) Total income tax benefit $ (402,785 ) $ (321,032 ) $ (753,973 ) 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): 2014 2015 2016 Statutory federal income tax expense 34.0 % 34.0 % 34.0 % State income tax expense 3.0 3.0 3.0 Effect of permanent differences - Travel and entertainment expenses (0.5 ) (0.5 ) (0.5 ) Share based compensation (5.6 ) (3.4 ) (1.8 ) Other (0.5 ) (1.8 ) 0.5 30.4 % 31.3 % 35.2 % Temporary differences comprise the deferred tax assets and liabilities in the consolidated balance sheets as follows: December 31, 2015 2016 Deferred tax assets current: Section 179 carryforward $ - $ 44,209 Accruals not currently deductible 131,514 130,293 Allowance for doubtful accounts 144,300 151,700 Charitable contribution carryover 93 - 275,907 326,202 Deferred tax assets long-term: Stock option compensation 528,701 557,367 528,701 557,367 Deferred tax liabilities long-term: Depreciation for tax over books (525,241 ) - Contingent liabilities impairment (198,790 ) (195,730 ) Intangible asset amortization for tax over books (2,047,470 ) (1,862,255 ) (2,771,501 ) (2,057,985 ) Net long-term deferred tax liability (2,242,800 ) (1,500,618 ) Net deferred tax liability $ (1,966,893 ) $ (1,174,416 ) 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 section 179 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 2015 and 2016. 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 2015 and 2016, tax benefits associated with the exercise of stock options (increased) reduced taxes payable by approximately $11,000 and ($5,000), 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. The Company had no federal and state income tax NOL carryforwards for the years ended December 31, 2015 and 2016, respectively. 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, 2015 and 2016, the Company had no unrecognized tax benefits that would affect the effective tax rate if recognized, and as of December 31, 2015 and 2016, 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 2012-2016 remain open to examination by the taxing jurisdictions to which the Company is subject. |
BENEFIT PLANS
BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2016 | |
BENEFIT PLANS [Abstract] | |
BENEFIT PLANS | (11) BENEFIT PLANS 401(k)/Stock Bonus Plan and Profit Sharing 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 $230,000, $239,000 and $201,000 towards the plan for the years ended December 31, 2014, 2015 and 2016, 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, 2014, 2015 and 2016, 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 OF
DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2016 | |
DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS [Abstract] | |
DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS | (12) 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, 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 2015 or 2016. 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, 2016 by level within the fair value hierarchy: 2015 2016 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 $ - $ - $ 421,000 $ - $ - $ 321,000 Additions - - Deletions - - Revisions (100,000 ) - Contingent Liabilities Balance at December 31 $ 321,000 $ 321,000 During the quarter ended December 31, 2015, the Company remeasured and reduced the value of contingent liabilities by $100,000 and recognized this amount as other income for the quarter. As of December 31, 2016, approximately $321,000 of contingent liabilities were recorded on the consolidated balance sheets. |
QUARTERLY RESULTS OF OPERATIONS
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) | 12 Months Ended |
Dec. 31, 2016 | |
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) [Abstract] | |
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) | (13) QUARTERLY RESULTS OF OPERATIONS (UNAUDITED The following summarizes certain quarterly results of operations: Revenue Contribution From Dental Offices Net Income (Loss) Net Income (Loss) Per Share of Common Stock - Diluted 2014 quarter ended: March 31, 2014 $ 16,806,398 $ 1,331,850 $ 49,331 $ 0.03 June 30, 2014 16,876,523 1,167,005 (59,241 ) (0.03 ) September 30, 2014 16,100,844 755,273 (402,688 ) (0.22 ) December 31, 2014 15,341,835 417,832 (511,036 ) (0.27 ) $ 65,125,600 $ 3,671,960 $ (923,634 ) $ (0.50 ) 2015 quarter ended: March 31, 2015 $ 16,587,524 $ 1,083,650 $ (45,876 ) $ (0.02 ) June 30, 2015 16,354,629 966,695 (57,493 ) (0.03 ) September 30, 2015 15,852,756 494,811 (226,636 ) (0.12 ) December 31, 2015 15,048,928 353,339 (374,665 ) (0.21 ) $ 63,843,837 $ 2,898,495 $ (704,670 ) $ (0.38 ) 2016 quarter ended: March 31, 2016 $ 16,431,233 $ 814,419 $ (100,410 ) $ (0.05 ) June 30, 2016 15,885,140 724,737 (230,429 ) (0.12 ) September 30, 2016 15,154,288 163,192 (516,516 ) (0.28 ) December 31, 2016 14,291,633 139,187 (538,547 ) (0.29 ) $ 61,762,294 $ 1,841,535 $ (1,385,902 ) $ (0.74 ) |
Schedule II-Valuation and Quali
Schedule II-Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2016 | |
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 2016 $ 390,000 $ 833,271 $ 813,271 $ 410,000 2015 $ 420,000 $ 811,528 $ 841,528 $ 390,000 2014 $ 420,000 $ 873,269 $ 873,269 $ 420,000 (1) Charges to the account are for the purpose for which the reserves were created. |
SIGNIFICANT ACCOUNTING POLICI22
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
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 2016. Such reclassification had no effect on net loss. 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 Accounting Standards Codification (“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 Topic 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 2014, 2015 and 2016, 8.0%, 7.4% and 7.4%, 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, 2016, 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 90 days old. Patient accounts receivable that are over 120 days past due and that appear to not be collectible are written off as bad debt, and those in excess of $100 are sent to an outside collections agency. |
Note Receivable | Note Receivable A note receivable was created as part of a dental Office acquisition, of which approximately $65,000 in principal amount was outstanding at December 31, 2016. 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 deemed 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, 2014, 2015 and 2016, respectively. |
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 $3,569,939, $3,679,992 and $3,349,549 for the years ended December 31, 2014, 2015 and 2016, 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 $882,333, $844,887 and $844,564 for the years ended December 31, 2014, 2015 and 2016, 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, 2014, 2015 and 2016. |
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 (expense). |
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. |
Loss Per Share | Loss Per Share The Company calculates earnings (loss) 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. 2014 2015 2016 Net Loss Weighted Average Shares Per Share Amount Net Loss Weighted Average Shares Per Share Amount Net Loss Weighted Average Shares Per Share Amount Basic EPS $ (923,634 ) 1,858,650 $ (0.50 ) $ (704,670 ) 1,860,246 $ (0.38 ) $ (1,385,902 ) 1,860,316 $ (0.74 ) Effect of Dilutive Stock Options - - - - - - Diluted EPS $ (923,634 ) 1,858,650 $ (0.50 ) $ (704,670 ) 1,860,246 $ (0.38 ) $ (1,385,902 ) 1,860,316 $ (0.74 ) For the years ended December 31, 2014, 2015 and 2016, options to purchase 586,833, 455,666 and 465,666 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, 2014, 2015 and 2016 was approximately $365,000, $229,000 and $178,000, 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, 2016 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, 2016 for the expected option term. The expected option term was calculated based on historical experience. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606). In April 2015, the FASB issued ASU No. 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments. In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory. In November 2016, the FASB issued an accounting update on statements of cash flows to address diversity in practice in the classification and presentation of changes in restricted cash. The accounting update requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash or restricted cash equivalents should be included with cash and cash equivalents when reconciling beginning-of-period and end-of-period amounts shown on the statement of cash flows. The guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. This is an expansive set of revisions to the cash flow presentation standards, but at this time the Company does not believe that these changes will have an impact on its consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment. |
DESCRIPTION OF BUSINESS AND O23
DESCRIPTION OF BUSINESS AND ORGANIZATION (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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 Acquisitions De Novo Developments Office Consolidations/ Closings 2007 and Prior 42 26 (8 ) 2008 - 1 - 2009 3 - - 2010 - 2 (2 ) 2011 - - - 2012 - 2 (1 ) 2013 - 2 (1 ) 2014 - 2 (1 ) 2015 - 1 - 2016 - 1 - Total 45 37 (13 ) |
SIGNIFICANT ACCOUNTING POLICI24
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Earnings Per Share Calculation | 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. 2014 2015 2016 Net Loss Weighted Average Shares Per Share Amount Net Loss Weighted Average Shares Per Share Amount Net Loss Weighted Average Shares Per Share Amount Basic EPS $ (923,634 ) 1,858,650 $ (0.50 ) $ (704,670 ) 1,860,246 $ (0.38 ) $ (1,385,902 ) 1,860,316 $ (0.74 ) Effect of Dilutive Stock Options - - - - - - Diluted EPS $ (923,634 ) 1,858,650 $ (0.50 ) $ (704,670 ) 1,860,246 $ (0.38 ) $ (1,385,902 ) 1,860,316 $ (0.74 ) |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
PROPERTY AND EQUIPMENT [Abstract] | |
Property and Equipment | Property and equipment consist of the following: December 31, 2015 2016 Dental equipment $ 10,469,568 $ 10,635,883 Furniture and fixtures 1,700,995 1,730,191 Leasehold improvements 14,242,399 14,331,451 Computer equipment, software and related items 7,938,697 8,251,200 Instruments 1,731,505 1,960,071 36,083,164 36,908,796 Less - accumulated depreciation (26,275,150 ) (29,629,360 ) Property and equipment, net $ 9,808,014 $ 7,279,436 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
INTANGIBLE ASSETS [Abstract] | |
Intangible Assets | Intangible assets consist of Management Agreements: Amortization December 31, Period 2015 2016 Management Agreements 25 years $ 21,800,123 $ 21,800,123 Less - accumulated amortization (14,234,475 ) (15,079,039 ) Intangible assets, net $ 7,565,648 $ 6,721,084 |
Expected Amortization Expense | The estimated aggregate amortization expense on the Management Agreements for each of the five succeeding fiscal years is as follows: 2017 $ 844,564 2018 844,564 2019 836,055 2020 808,550 2021 699,186 Thereafter 2,688,165 $ 6,721,084 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
DEBT [Abstract] | |
Debt | Debt consists of the following: December 31, 2015 2016 Revolving credit agreement with a bank not to exceed $2.0 million, at a LIBOR rate plus 2.90%, collateralized by substantially all of the assets of the Company, due in March 2018. 207,578 - Prepaid Loan Fees - - Revolving credit agreement with a bank not to exceed $2.0 million, at a LIBOR rate plus 3.75%, collateralized by substantially all of the assets of the Company, due in March 2018. - 945,682 Prepaid Loan Fees - (94,676 ) $10.0 million reducing revolving loan with a bank, at a LIBOR rate plus 2.90% with mandatory quarterly payments of approximately $500,000, collateralized by substantially all of the assets of the Company, due in March 2021. 10,000,000 - $10.0 million reducing revolving loan with a bank, at a LIBOR rate plus 3.75% with mandatory quarterly payments of approximately $500,000, collateralized by substantially all of the assets of the Company, due in March 2021. - 9,000,000 10,207,578 9,851,006 Less - current maturities (1,500,000 ) (2,500,000 ) Long-term debt, net of current maturities $ 8,707,578 $ 7,351,006 |
Maturities of Long-Term Debt | The scheduled maturities of debt are as follows: Year Amount 2017 $ 2,500,000 2018 2,851,006 2019 2,000,000 2020 2,000,000 2021 500,000 $ 9,851,006 |
SHAREHOLDERS' EQUITY (Tables)
SHAREHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
SHAREHOLDERS' EQUITY [Abstract] | |
Estimated Fair Value Option Granted | 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 2014 2015 2016 Expected life (1) 4.5 3.3 3.3 Risk-free interest rate (2) 1.45 % 1.00 % 1.21 % Expected volatility (3) 35 % 35 % 39 % Expected dividend yield 6.05 % 6.93 % 7.81 % Expected forfeiture (4) 18.32 % 27.00 % 27.00 % (1) The expected life, in years, of stock options is estimated based on historical experience. (2) The risk-free interest rate is based on U.S. Treasury bills whose term is consistent with the expected life of the stock options. (3) The expected volatility is estimated based on historical and current stock price data for the Company. (4) Forfeitures are estimated based on historical experience. |
Summary of Option Activity | A summary of stock option activity as of December 31, 2014, 2015 and 2016, and changes during the years then ended, is presented below: Number of Options/ Warrants Weighted- Average Exercise Price Range of Exercise Prices Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value (thousands) 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 ) $ 18.30 $ 16.50 - $21.85 Balance at December 31, 2014 586,833 $ 17.36 $ 11.50 - $21.00 4.2 $ 197 Granted 11,000 $ 12.69 $ 12.64 - $12.74 Exercised (6,667 ) $ 11.50 $ 11.50 - $11.50 Canceled (135,500 ) $ 18.83 $ 12.55 - $21.00 Balance at December 31, 2015 455,666 $ 16.82 $ 12.55 - $19.75 4.2 $ - Granted 95,000 $ 10.11 $ 10.04 - $11.11 Canceled (85,000 ) $ 14.18 $ 10.04 - $19.75 Balance at December 31, 2016 465,666 $ 15.94 $ 10.04 - $19.75 3.6 $ 654 Exercisable at December 31, 2014 322,834 $ 18.89 $ 11.50 - $21.00 2.4 $ 23 Exercisable at December 31, 2015 307,672 $ 17.79 $ 12.55 - $19.75 3.4 $ - Exercisable at December 31, 2016 338,415 $ 17.34 $ 12.55 - $19.75 2.9 $ 157 |
Stock Option Plans, by Exercise Price Range | The following table summarizes information about the options outstanding at December 31, 2016: Options Outstanding Options Exercisable Range of Exercise Prices Number of Options Outstanding at December 31, 2016 Weighted Average Remaining Contractual Life Weighted Average Exercise Price Number of Options Exercisable at December 31, 2016 Weighted Average Exercise Price $ 8.74 — 10.93 67,000 6.0 $ 10.04 - $ - 10.93 — 13.11 60,000 5.0 $ 12.45 37,333 $ 12.55 15.30 — 17.48 141,000 4.0 16.16 108,999 16.28 17.49 — 19.66 121,000 2.6 18.26 115,417 18.29 19.67 — 21.85 76,666 1.3 19.75 76,666 19.75 $ 10.93 — 21.85 465,666 3.6 $ 15.94 338,415 $ 17.34 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2017 $ 4,082,000 2018 3,489,000 2019 2,990,000 2020 2,006,000 2021 1,237,000 Thereafter 2,122,000 $ 15,926,000 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
INCOME TAXES [Abstract] | |
Components of Income Tax Expense (Benefit) | Income tax expense for the years ended December 31, 2014, 2015 and 2016 consisted of the following: 2014 2015 2016 Current: Federal $ (16,309 ) $ 33,519 $ 38,504 State 34,829 14,933 - 18,520 48,452 38,504 Deferred: Federal (357,224 ) (339,511 ) (734,951 ) State (64,081 ) (29,973 ) (57,526 ) (421,305 ) (369,484 ) (792,477 ) Total income tax benefit $ (402,785 ) $ (321,032 ) $ (753,973 ) |
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): 2014 2015 2016 Statutory federal income tax expense 34.0 % 34.0 % 34.0 % State income tax expense 3.0 3.0 3.0 Effect of permanent differences - Travel and entertainment expenses (0.5 ) (0.5 ) (0.5 ) Share based compensation (5.6 ) (3.4 ) (1.8 ) Other (0.5 ) (1.8 ) 0.5 30.4 % 31.3 % 35.2 % |
Deferred Tax Assets and Liabilities | Temporary differences comprise the deferred tax assets and liabilities in the consolidated balance sheets as follows: December 31, 2015 2016 Deferred tax assets current: Section 179 carryforward $ - $ 44,209 Accruals not currently deductible 131,514 130,293 Allowance for doubtful accounts 144,300 151,700 Charitable contribution carryover 93 - 275,907 326,202 Deferred tax assets long-term: Stock option compensation 528,701 557,367 528,701 557,367 Deferred tax liabilities long-term: Depreciation for tax over books (525,241 ) - Contingent liabilities impairment (198,790 ) (195,730 ) Intangible asset amortization for tax over books (2,047,470 ) (1,862,255 ) (2,771,501 ) (2,057,985 ) Net long-term deferred tax liability (2,242,800 ) (1,500,618 ) Net deferred tax liability $ (1,966,893 ) $ (1,174,416 ) |
DISCLOSURES ABOUT FAIR VALUE 31
DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 by level within the fair value hierarchy: 2015 2016 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 $ - $ - $ 421,000 $ - $ - $ 321,000 Additions - - Deletions - - Revisions (100,000 ) - Contingent Liabilities Balance at December 31 $ 321,000 $ 321,000 |
QUARTERLY RESULTS OF OPERATIO32
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) [Abstract] | |
Quarterly Financial Information | The following summarizes certain quarterly results of operations: Revenue Contribution From Dental Offices Net Income (Loss) Net Income (Loss) Per Share of Common Stock - Diluted 2014 quarter ended: March 31, 2014 $ 16,806,398 $ 1,331,850 $ 49,331 $ 0.03 June 30, 2014 16,876,523 1,167,005 (59,241 ) (0.03 ) September 30, 2014 16,100,844 755,273 (402,688 ) (0.22 ) December 31, 2014 15,341,835 417,832 (511,036 ) (0.27 ) $ 65,125,600 $ 3,671,960 $ (923,634 ) $ (0.50 ) 2015 quarter ended: March 31, 2015 $ 16,587,524 $ 1,083,650 $ (45,876 ) $ (0.02 ) June 30, 2015 16,354,629 966,695 (57,493 ) (0.03 ) September 30, 2015 15,852,756 494,811 (226,636 ) (0.12 ) December 31, 2015 15,048,928 353,339 (374,665 ) (0.21 ) $ 63,843,837 $ 2,898,495 $ (704,670 ) $ (0.38 ) 2016 quarter ended: March 31, 2016 $ 16,431,233 $ 814,419 $ (100,410 ) $ (0.05 ) June 30, 2016 15,885,140 724,737 (230,429 ) (0.12 ) September 30, 2016 15,154,288 163,192 (516,516 ) (0.28 ) December 31, 2016 14,291,633 139,187 (538,547 ) (0.29 ) $ 61,762,294 $ 1,841,535 $ (1,385,902 ) $ (0.74 ) |
DESCRIPTION OF BUSINESS AND O33
DESCRIPTION OF BUSINESS AND ORGANIZATION (Details) - Office | 12 Months Ended | 152 Months Ended | 260 Months Ended | ||||||||
Dec. 31, 2016 | Dec. 31, 2015 | 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, 2016 | |
DESCRIPTION OF BUSINESS AND ORGANIZATION [Abstract] | |||||||||||
Number of offices | 69 | 68 | 67 | 69 | |||||||
Number of acquisitions | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 3 | 0 | 42 | 45 |
Number of de novo Developments | 1 | 1 | 2 | 2 | 2 | 0 | 2 | 0 | 1 | 26 | 37 |
Office Consolidations/Closings | 0 | 0 | (1) | (1) | (1) | 0 | (2) | 0 | 0 | (8) | (13) |
LIQUIDITY AND FINANCIAL RESOU34
LIQUIDITY AND FINANCIAL RESOURCES UPDATE (Details) | Feb. 01, 2017USD ($) | Dec. 31, 2016USD ($)Office |
Related Party Transaction [Line Items] | ||
Number of offices that had negative EBITDA | Office | 1 | |
Number of offices | Office | 2 | |
Adjusted EBITDA | $ | $ 78,000 | |
CEO, CFO, and Outside Directors [Member] | Subsequent Event [Member] | ||
Related Party Transaction [Line Items] | ||
Percentage reduction of base salary and directors fees | 20.00% | |
Annual savings from reduction of base salary and directors fees | $ | $ 175,000 |
SIGNIFICANT ACCOUNTING POLICI35
SIGNIFICANT ACCOUNTING POLICIES (Details) | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2016USD ($)$ / shares | Sep. 30, 2016$ / shares | Jun. 30, 2016$ / shares | Mar. 31, 2016$ / shares | Dec. 31, 2015USD ($)$ / shares | Sep. 30, 2015$ / shares | Jun. 30, 2015$ / shares | Mar. 31, 2015$ / shares | Dec. 31, 2014USD ($)$ / shares | Sep. 30, 2014$ / shares | Jun. 30, 2014$ / shares | Mar. 31, 2014$ / shares | Dec. 31, 2016USD ($)Segment$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | |
Basis of Presentation/Basis of Consolidation [Abstract] | |||||||||||||||
General maximum amount of investment risk | $ 100 | ||||||||||||||
Receivables [Abstract] | |||||||||||||||
Revenue percentage from capitated managed dental care contracts | 7.40% | 7.40% | 8.00% | ||||||||||||
Accounts Receivable [Abstract] | |||||||||||||||
Number of days before accounts are delinquent | 120 days | ||||||||||||||
APR interest rate charged on balances over 60 days old | 18.00% | ||||||||||||||
Number of days before interest is charged | 90 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 | $ 65,000 | $ 65,000 | |||||||||||||
Maturity date | Oct. 31, 2018 | ||||||||||||||
Interest rate on notes receivable | 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 | $ 3,349,549 | 3,679,992 | 3,569,939 | ||||||||||||
INTANGIBLE ASSETS [Abstract] | |||||||||||||||
Life of the management agreement | 40 years | ||||||||||||||
Amortization period for contract | 25 years | ||||||||||||||
Amortization expense | $ 844,564 | 844,887 | 882,333 | ||||||||||||
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 | ||||||||||||||
LOSS PER SHARE [Abstract] | |||||||||||||||
Effect of dilutive stock options | $ 0 | 0 | 0 | ||||||||||||
Net loss, basic EPS | (1,385,902) | (704,670) | (923,634) | ||||||||||||
Net loss, diluted EPS | $ (1,385,902) | $ (704,670) | $ (923,634) | ||||||||||||
Weighted average number of shares, basic EPS (in shares) | shares | 1,860,316 | 1,860,246 | 1,858,650 | ||||||||||||
Effect of dilutive stock options, shares (in shares) | shares | 0 | 0 | 0 | ||||||||||||
Weighted average number of shares outstanding, diluted EPS (in shares) | shares | 1,860,316 | 1,860,246 | 1,858,650 | ||||||||||||
Per share amount, basic EPS (in dollars per share) | $ / shares | $ (0.74) | $ (0.38) | $ (0.50) | ||||||||||||
Per share amount - Diluted EPS (in dollars per share) | $ / shares | $ 0.29 | $ (0.28) | $ (0.12) | $ (0.05) | $ (0.21) | $ (0.12) | $ (0.03) | $ (0.02) | $ (0.27) | $ (0.22) | $ (0.03) | $ 0.03 | $ (0.74) | $ (0.38) | $ (0.50) |
Antidilutive securities excluded from computation of earnings per share (in shares) | shares | 455,666 | 455,666 | 586,833 | ||||||||||||
Segment Reporting [Abstract] | |||||||||||||||
Number of operating segments | Segment | 1 | ||||||||||||||
Stock Options [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Stock based compensation expense | $ 178,000 | $ 229,000 | $ 365,000 |
ACQUISITIONS (Details)
ACQUISITIONS (Details) - USD ($) | Oct. 29, 2009 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2013 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
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 | $ (100,000) | $ 0 | $ (100,000) | $ 0 | |||
Arizona Partnership [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Cash paid for acquisition | $ 700,000 | ||||||
Fair value of contingent liability | $ 850,000 | $ 321,000 | $ 421,000 | $ 321,000 | |||
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 | 100,000 | 179,000 | |||||
Nonoperating income | $ 100,000 | $ 179,000 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Property and Equipment [Line Items] | ||
Property and equipment | $ 36,908,796 | $ 36,083,164 |
Less - accumulated depreciation | (29,629,360) | (26,275,150) |
Property and equipment, net | 7,279,436 | 9,808,014 |
Dental Equipment [Member] | ||
Property and Equipment [Line Items] | ||
Property and equipment | 10,635,883 | 10,469,568 |
Furniture and Fixtures [Member] | ||
Property and Equipment [Line Items] | ||
Property and equipment | 1,730,191 | 1,700,995 |
Leasehold Improvements [Member] | ||
Property and Equipment [Line Items] | ||
Property and equipment | 14,331,451 | 14,242,399 |
Computer Equipment, Software and Related Items [Member] | ||
Property and Equipment [Line Items] | ||
Property and equipment | 8,251,200 | 7,938,697 |
Instruments [Member] | ||
Property and Equipment [Line Items] | ||
Property and equipment | $ 1,960,071 | $ 1,731,505 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Management agreements | $ 21,800,123 | $ 21,800,123 |
Less - accumulated amortization | (15,079,039) | (14,234,475) |
Intangible assets, net | $ 6,721,084 | 7,565,648 |
Amortization period for contract | 25 years | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2,017 | $ 844,564 | |
2,018 | 844,564 | |
2,019 | 836,055 | |
2,020 | 808,550 | |
2,021 | 699,186 | |
Thereafter | 2,688,165 | |
Intangible assets, net | $ 6,721,084 | $ 7,565,648 |
DEBT (Details)
DEBT (Details) | Mar. 30, 2016USD ($) | Mar. 29, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2016USD ($)Fund | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Debt Instrument [Line Items] | ||||||
Long-term debt | $ 9,851,006 | $ 9,851,006 | $ 10,207,578 | |||
Less - current maturities | (2,500,000) | (2,500,000) | (1,500,000) | |||
Long-term debt, net of current maturities | 7,351,006 | 7,351,006 | 8,707,578 | |||
Repayments of lines of credit | 22,383,865 | 27,196,829 | $ 26,068,044 | |||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||||
2,017 | 2,500,000 | 2,500,000 | ||||
2,018 | 2,851,006 | 2,851,006 | ||||
2,019 | 2,000,000 | 2,000,000 | ||||
2,020 | 2,000,000 | 2,000,000 | ||||
2,021 | 500,000 | 500,000 | ||||
Long-term debt | 9,851,006 | 9,851,006 | 10,207,578 | |||
Domestic Line of Credit, Variable Rate 2.90% Due in March 2018 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | 0 | 0 | 207,578 | |||
Prepaid Loan Fees | 0 | 0 | 0 | |||
Maximum borrowing capacity | $ 2,000,000 | 800,000 | $ 800,000 | |||
Maturity date | Mar. 31, 2018 | |||||
Revolving line of credit commitment reduction amount | 300,000 | |||||
Line of credit interest rate | 3.52% | |||||
Amount available for borrowing | 946,000 | $ 946,000 | ||||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||||
Long-term debt | 0 | 0 | 207,578 | |||
Domestic Line of Credit, Variable Rate 3.75% Due in March 2018 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | 945,682 | 945,682 | 0 | |||
Prepaid Loan Fees | (94,676) | (94,676) | 0 | |||
Maximum borrowing capacity | 2,000,000 | 800,000 | $ 800,000 | |||
Maturity date | Mar. 31, 2018 | |||||
Revolving line of credit commitment reduction amount | 300,000 | |||||
Line of credit interest rate | 3.52% | |||||
Amount available for borrowing | 946,000 | $ 946,000 | ||||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||||
Long-term debt | 945,682 | 945,682 | 0 | |||
Domestic Line of Credit, Variable Rate 2.90% Due in March 2021 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | 0 | 0 | 10,000,000 | |||
Amount outstanding | 10,000,000 | 9,000,000 | $ 9,000,000 | |||
Maturity date | Mar. 31, 2021 | |||||
Quarterly payment of loan payable | 500,000 | |||||
Line of credit interest rate | 3.52% | |||||
Amount available for borrowing | $ 1,100,000 | $ 1,100,000 | ||||
Reduction in EBITDA percentage | 50.00% | 50.00% | ||||
Interest payment on credit facilty | $ 2,000,000 | |||||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||||
Long-term debt | $ 0 | 0 | 10,000,000 | |||
Domestic Line of Credit, Variable Rate 3.75% Due in March 2021 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | 9,000,000 | 9,000,000 | 0 | |||
Amount outstanding | 10,000,000 | 9,000,000 | $ 9,000,000 | |||
Maturity date | Mar. 31, 2021 | |||||
Quarterly payment of loan payable | $ 500,000 | |||||
Line of credit interest rate | 3.52% | |||||
Amount available for borrowing | $ 1,100,000 | $ 1,100,000 | ||||
Reduction in EBITDA percentage | 50.00% | 50.00% | ||||
Interest payment on credit facilty | $ 2,000,000 | |||||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||||
Long-term debt | $ 9,000,000 | 9,000,000 | $ 0 | |||
Line of Credit [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument net worth minimum | $ 1,000,000 | $ 1,000,000 | ||||
Percentage of net worth increased from net income in 2017 and therafter | 25.00% | |||||
Number of existing funded debt to EBITDA ratio | Fund | 10 | |||||
Repayments of lines of credit | $ 10,600,000 | |||||
Line of Credit [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt To EBITDA ratio for the twelve months ending December 31, 2017 and thereafter | 2.50 | |||||
Debt To EBITDA ratio | 3.15 | |||||
Capital expenditure per quarter | $ 180,000 | |||||
Line of Credit [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Amount of generated EBITDA required to comply with covenant in each of the first three quarters of 2017 | $ 870,000 | |||||
Fixed charge coverage ratio | 1.35 | 1.25 | ||||
Amount of generated EBITDA | $ 650,000 | |||||
LIBOR Borrowing Rate, Type [Member] | Domestic Line of Credit, Variable Rate 2.90% Due in March 2018 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable interest rate | 2.90% | |||||
LIBOR Borrowing Rate, Type [Member] | Domestic Line of Credit, Variable Rate 3.75% Due in March 2018 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable interest rate | 3.75% | |||||
LIBOR Borrowing Rate, Type [Member] | Domestic Line of Credit, Variable Rate 2.90% Due in March 2021 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable interest rate | 2.90% | |||||
LIBOR Borrowing Rate, Type [Member] | Domestic Line of Credit, Variable Rate 3.75% Due in March 2021 [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable interest rate | 3.75% | |||||
LIBOR Borrowing Rate, Type [Member] | Domestic Line of Credit, Variable Rate 3.75% Due in March 2021 [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable interest rate | 3.10% |
SHAREHOLDERS' EQUITY (Details)
SHAREHOLDERS' EQUITY (Details) | 12 Months Ended | ||||
Dec. 31, 2016USD ($)Administrator$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2013USD ($)$ / sharesshares | ||
Fair value assumptions [Abstract] | |||||
Expected life | [1] | 3 years 3 months 18 days | 3 years 3 months 18 days | 4 years 6 months | |
Risk-free interest rate | [2] | 1.21% | 1.00% | 1.45% | |
Expected volatility | [3] | 39.00% | 35.00% | 35.00% | |
Expected dividend yield | 7.81% | 6.93% | 6.05% | ||
Expected forfeiture | [4] | 27.00% | 27.00% | 18.32% | |
Options outstanding [Roll Forward] | |||||
Outstanding, beginning (in shares) | shares | 455,666 | 586,833 | 482,833 | ||
Granted (in shares) | shares | 95,000 | 11,000 | 210,000 | ||
Exercised (in shares) | shares | (6,667) | (10,000) | |||
Canceled (in shares) | shares | (85,000) | (135,500) | (96,000) | ||
Outstanding, ending (in shares) | shares | 465,666 | 455,666 | 586,833 | 482,833 | |
Exercisable (in shares) | shares | 338,415 | 307,672 | 322,834 | ||
Options weighted average exercise price [Roll Forward] | |||||
Outstanding, beginning (in dollars per share) | $ 16.82 | $ 17.36 | $ 18.48 | ||
Granted (in dollars per share) | 10.11 | 12.69 | 14.75 | ||
Exercised (in dollars per share) | 11.50 | 10.75 | |||
Canceled (in dollars per share) | 14.18 | 18.83 | 18.30 | ||
Outstanding, ending (in dollars per share) | 15.94 | 16.82 | 17.36 | $ 18.48 | |
Exercisable (in dollars per share) | $ 17.34 | $ 17.79 | $ 18.89 | ||
Options, additional disclosures [Abstract] | |||||
Outstanding, weighted average remaining contractual term | 3 years 7 months 6 days | 4 years 2 months 12 days | 4 years 2 months 12 days | 3 years 10 months 24 days | |
Outstanding, aggregate intrinsic value | $ | $ 654,000 | $ 0 | $ 197,000 | $ 214,000 | |
Exercisable, weighted average remaining contractual term | 2 years 10 months 24 days | 3 years 4 months 24 days | 2 years 4 months 24 days | ||
Exercisable, aggregate intrinsic value | $ | $ 157,000 | $ 0 | $ 23,000 | ||
Income tax effect | $ | $ (4,638) | $ 11,211 | |||
Minimum [Member] | |||||
Range of Exercise Prices [Abstract] | |||||
Outstanding, beginning of period (in dollars per share) | $ 12.55 | $ 11.50 | $ 10.75 | ||
Granted (in dollars per share) | 10.04 | 12.64 | 12.55 | ||
Exercised (in dollars per share) | 11.50 | 10.75 | |||
Canceled (in dollars per share) | 10.04 | 12.55 | 16.50 | ||
Outstanding, end of period (in dollars per share) | 10.04 | 12.55 | 11.50 | $ 10.75 | |
Exercisable (in dollars per share) | 12.55 | 12.55 | 11.50 | ||
Maximum [Member] | |||||
Range of Exercise Prices [Abstract] | |||||
Outstanding, beginning of period (in dollars per share) | 19.75 | 21 | 21.85 | ||
Granted (in dollars per share) | 11.11 | 12.74 | 17.80 | ||
Exercised (in dollars per share) | 11.50 | 10.75 | |||
Canceled (in dollars per share) | 19.75 | 21 | 21.85 | ||
Outstanding, end of period (in dollars per share) | 19.75 | 19.75 | 21 | $ 21.85 | |
Exercisable (in dollars per share) | $ 19.75 | 19.75 | 21 | ||
2005 Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vested options (in shares) | shares | 338,415 | ||||
Unvested options (in shares) | shares | 56,251 | ||||
Options, additional disclosures [Abstract] | |||||
Weighted average grant date fair value of options (in dollars per share) | $ 1.74 | $ 1.81 | $ 2.47 | ||
Net cash proceeds from the exercise of stock options | $ | $ 8,000 | $ 64,500 | |||
Income tax effect | $ | (5,000) | 11,000 | |||
Intrinsic value | $ | $ 11,000 | $ 67,000 | |||
Total unrecognized compensation expense | $ | $ 135,000 | ||||
Weighted average period for recognition | 1 year 11 months 12 days | ||||
2015 Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares available for issuance (in shares) | shares | 129,000 | ||||
Minimum number of plan administrators | Administrator | 2 | ||||
Unvested options (in shares) | shares | 71,000 | ||||
Maximum number of shares of common stock that can be delivered under the plan (in shares) | shares | 200,000 | ||||
[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
SHAREHOLDERS' EQUITY, EXERCISE PRICE RANGE AND TREASURY STOCK (Details) | 12 Months Ended | ||
Dec. 31, 2016USD ($)Transaction$ / sharesshares | Dec. 31, 2015USD ($)Transactionshares | Dec. 31, 2014USD ($)Transaction$ / sharesshares | |
Equity, Class of Treasury Stock [Line Items] | |||
Number of separate transactions | Transaction | 5 | 0 | 2 |
Shares repurchased (in shares) | shares | 845 | 0 | 400 |
Cost of shares retired | $ | $ 8,900 | $ 0 | $ 6,300 |
Remaining authorized repurchase amount | $ | $ 876,000 | ||
Minimum [Member] | |||
Equity, Class of Treasury Stock [Line Items] | |||
Average cost per share (in dollars per share) | $ 10 | $ 15.38 | |
Maximum [Member] | |||
Equity, Class of Treasury Stock [Line Items] | |||
Average cost per share (in dollars per share) | 10.01 | $ 15.49 | |
Range 8.74 to 10.93 [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) | 8.74 | ||
Exercise price range, upper range limit (in dollars per share) | $ 10.93 | ||
Number of options outstanding, ending balance (in shares) | shares | 67,000 | ||
Options outstanding, weighted average remaining contractual life | 6 years | ||
Options outstanding, weighted average exercise price (in dollars per share) | $ 10.04 | ||
Options exercisable, number of options exercisable at end of period (in shares) | shares | 0 | ||
Options exercisable, weighted average exercise price (in dollars per share) | $ 0 | ||
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) | shares | 60,000 | ||
Options outstanding, weighted average remaining contractual life | 5 years | ||
Options outstanding, weighted average exercise price (in dollars per share) | $ 12.45 | ||
Options exercisable, number of options exercisable at end of period (in shares) | shares | 37,333 | ||
Options exercisable, weighted average exercise price (in dollars per share) | $ 12.55 | ||
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) | shares | 141,000 | ||
Options outstanding, weighted average remaining contractual life | 4 years | ||
Options outstanding, weighted average exercise price (in dollars per share) | $ 16.16 | ||
Options exercisable, number of options exercisable at end of period (in shares) | shares | 108,999 | ||
Options exercisable, weighted average exercise price (in dollars per share) | $ 16.28 | ||
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) | shares | 121,000 | ||
Options outstanding, weighted average remaining contractual life | 2 years 7 months 6 days | ||
Options outstanding, weighted average exercise price (in dollars per share) | $ 18.26 | ||
Options exercisable, number of options exercisable at end of period (in shares) | shares | 115,417 | ||
Options exercisable, weighted average exercise price (in dollars per share) | $ 18.29 | ||
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) | shares | 76,666 | ||
Options outstanding, weighted average remaining contractual life | 1 year 3 months 18 days | ||
Options outstanding, weighted average exercise price (in dollars per share) | $ 19.75 | ||
Options exercisable, number of options exercisable at end of period (in shares) | shares | 76,666 | ||
Options exercisable, weighted average exercise price (in dollars per share) | $ 19.75 | ||
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) | shares | 465,666 | ||
Options outstanding, weighted average remaining contractual life | 3 years 7 months 6 days | ||
Options outstanding, weighted average exercise price (in dollars per share) | $ 15.94 | ||
Options exercisable, number of options exercisable at end of period (in shares) | shares | 338,415 | ||
Options exercisable, weighted average exercise price (in dollars per share) | $ 17.34 |
COMMITMENTS AND CONTINGENCIES42
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Leases [Abstract] | ||||
Rent expense | $ 5,283,481 | $ 4,851,547 | $ 4,730,324 | |
Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||||
2,017 | $ 4,082,000 | 4,082,000 | ||
2,018 | 3,489,000 | 3,489,000 | ||
2,019 | 2,990,000 | 2,990,000 | ||
2,020 | 2,006,000 | 2,006,000 | ||
2,021 | 1,237,000 | 1,237,000 | ||
Thereafter | 2,122,000 | 2,122,000 | ||
Total | 15,926,000 | $ 15,926,000 | ||
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 | (100,000) | $ 0 | $ (100,000) | $ 0 |
Fair value of contingent liabilities | $ 321,000 | $ 321,000 | ||
Minimum [Member] | ||||
Operating Leases [Abstract] | ||||
Term of operating lease | 1 year | |||
Maximum [Member] | ||||
Operating Leases [Abstract] | ||||
Term of operating lease | 15 years | |||
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, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current: [Abstract] | |||
Federal | $ 38,504 | $ 33,519 | $ (16,309) |
State | 0 | 14,933 | 34,829 |
Current income tax expense (benefit), Total | 38,504 | 48,452 | 18,520 |
Deferred: [Abstract] | |||
Federal | (734,951) | (339,511) | (357,224) |
State | (57,526) | (29,973) | (64,081) |
Deferred income tax expense (benefit), total | (792,477) | (369,484) | (421,305) |
Total income tax benefit | $ (753,973) | $ (321,032) | $ (402,785) |
Effective Income Tax Rate Reconciliation [Abstract] | |||
Statutory federal income tax expense | 34.00% | 34.00% | 34.00% |
State income tax expense | 3.00% | 3.00% | 3.00% |
Effect of permanent differences [Abstract] | |||
Travel and entertainment expenses | (0.50%) | (0.50%) | (0.50%) |
Share based compensation | (1.80%) | (3.40%) | (5.60%) |
Other | 0.50% | (1.80%) | (0.50%) |
Effective income tax rate | 35.20% | 31.30% | 30.40% |
Deferred tax assets current [Abstract] | |||
Section 179 carryforward | $ 44,209 | $ 0 | |
Accruals not currently deductible | 130,293 | 131,514 | |
Allowance for doubtful accounts | 151,700 | 144,300 | |
Charitable contribution carryover | 0 | 93 | |
Deferred tax assets current | 326,202 | 275,907 | |
Deferred tax assets long-term [Abstract] | |||
Stock option compensation | 557,367 | 528,701 | |
Deferred tax assets long-term Total | 557,367 | 528,701 | |
Deferred tax liabilities long-term [Abstract] | |||
Depreciation for tax over books | 0 | (525,241) | |
Contingent liabilities impairment | (195,730) | (198,790) | |
Intangible asset amortization for tax over books | (1,862,255) | (2,047,470) | |
Deferred tax liabilities long-term Total | (2,057,985) | (2,771,501) | |
Net long-term deferred tax liability | (1,500,618) | (2,242,800) | |
Net deferred tax liability | (1,174,416) | (1,966,893) | |
Reduction (increase) in accrued income taxes | (5,000) | 11,000 | |
Operating Loss Carryforwards [Line Items] | |||
Unrecognized tax benefits | 0 | 0 | |
Accrued interest or penalties related to uncertain tax positions | 0 | 0 | |
Federal [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 0 | 0 | |
State [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | $ 0 | $ 0 |
BENEFIT PLANS (Details)
BENEFIT PLANS (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
BENEFIT PLANS [Abstract] | |||
Percentage of employers contribution | 40.00% | ||
Employer matching contribution | 6.00% | ||
Employer contributions | $ 201,000 | $ 239,000 | $ 230,000 |
DISCLOSURES ABOUT FAIR VALUE 45
DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Contingent Liabilities Balance at Beginning of Period | $ 0 | $ 0 |
Contingent Liabilities Balance at End of Period | 0 | |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Contingent Liabilities Balance at Beginning of Period | 0 | 0 |
Contingent Liabilities Balance at End of Period | 0 | |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Contingent Liabilities Balance at Beginning of Period | 321,000 | 421,000 |
Additions | 0 | 0 |
Deletions | 0 | 0 |
Revisions | 0 | (100,000) |
Contingent Liabilities Balance at End of Period | $ 321,000 | $ 321,000 |
QUARTERLY RESULTS OF OPERATIO46
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Selected Quarterly Financial Information [Abstract] | |||||||||||||||
Revenue | $ 14,291,633 | $ 15,154,288 | $ 15,885,140 | $ 16,431,233 | $ 15,048,928 | $ 15,852,756 | $ 16,354,629 | $ 16,587,524 | $ 15,341,835 | $ 16,100,844 | $ 16,876,523 | $ 16,806,398 | $ 61,762,294 | $ 63,843,837 | $ 65,125,600 |
Contribution from dental offices | 139,187 | 163,192 | 724,737 | 814,419 | 353,339 | 494,811 | 966,695 | 1,083,650 | 417,832 | 755,273 | 1,167,005 | 1,331,850 | 1,841,535 | 2,898,495 | 3,671,960 |
Net income (loss) | $ (538,547) | $ (516,516) | $ (230,429) | $ (100,410) | $ (374,665) | $ (226,636) | $ (57,493) | $ (45,876) | $ (511,036) | $ (402,688) | $ (59,241) | $ 49,331 | $ (1,385,902) | $ (704,670) | $ (923,634) |
Net income (loss) per share of common stock - diluted (in dollar per share) | $ 0.29 | $ (0.28) | $ (0.12) | $ (0.05) | $ (0.21) | $ (0.12) | $ (0.03) | $ (0.02) | $ (0.27) | $ (0.22) | $ (0.03) | $ 0.03 | $ (0.74) | $ (0.38) | $ (0.50) |
Schedule II-Valuation and Qua47
Schedule II-Valuation and Qualifying Accounts (Details) - Allowance for Doubtful Accounts [Member] - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Movement in Valuation Allowances and Reserves [Roll Forward] | ||||
Balance at beginning of period | $ 390,000 | $ 420,000 | $ 420,000 | |
Charged to costs and expenses | 833,271 | 811,528 | 873,269 | |
Deductions | [1] | 813,271 | 841,528 | 873,269 |
Balance at end of period | $ 410,000 | $ 390,000 | $ 420,000 | |
[1] | Charges to the account are for the purpose for which the reserves were created. |