Birner Dental Management Services (BDMS) 10-Q 12 May 17 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	May 02, 2017
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 Common Stock, Shares Outstanding		1,860,261
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q1
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2017

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
CURRENT ASSETS:
Cash	$ 208,670	$ 157,923
Accounts receivable, net of allowance for doubtful accounts of approximately $410,000 and $410,000, respectively	3,849,498	3,212,190
Note receivable	34,195	34,195
Prepaid expenses and other assets	735,400	759,749
Total current assets	4,827,763	4,164,057
PROPERTY AND EQUIPMENT, net	6,636,109	7,279,436
OTHER NONCURRENT ASSETS:
Intangible assets, net	6,509,476	6,721,084
Deferred charges and other assets	163,991	155,741
Note receivable	23,358	31,051
Total assets	18,160,697	18,351,369
CURRENT LIABILITIES:
Accounts payable	2,861,371	2,723,473
Accrued expenses	1,074,744	925,776
Accrued payroll and related expenses	2,652,495	2,164,758
Income taxes payable	122,042	0
Current maturities of long-term debt	3,284,195	2,500,000
Total current liabilities	9,994,847	8,314,007
LONG-TERM LIABILITIES:
Deferred tax liability, net	935,712	1,174,416
Long-term debt	5,912,112	7,351,006
Other long-term obligations	1,077,564	1,081,655
Total liabilities	17,920,235	17,921,084
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; 1,860,261 and 1,860,261 shares issued and outstanding, respectively	1,650,237	1,615,001
Accumulated deficit	(1,409,775)	(1,184,716)
Total shareholders' equity	240,462	430,285
Total liabilities and shareholders' equity	$ 18,160,697	$ 18,351,369

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
CURRENT ASSETS:
Allowance for doubtful accounts	$ 410,000	$ 410,000
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	1,860,261
Common Stock, outstanding (in shares)	1,860,261	1,860,261

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)		3 Months Ended
		Mar. 31, 2017	Mar. 31, 2016
REVENUE:
Dental practice revenue		$ 14,618,704	$ 15,366,543
Capitation revenue		1,041,976	1,064,690
Total Revenue		15,660,680	16,431,233
DIRECT EXPENSES:
Clinical salaries and benefits		9,466,299	9,870,950
Dental supplies		628,406	725,273
Laboratory fees		881,141	871,615
Occupancy		1,550,259	1,566,805
Advertising and marketing		169,904	158,870
Depreciation and amortization		964,802	1,020,091
General and administrative		1,263,626	1,403,210
Total Direct Expenses		14,924,437	15,616,814
Contribution from dental offices		736,243	814,419
CORPORATE EXPENSES:
General and administrative	[1]	959,458	876,906
Depreciation and amortization		46,084	62,799
OPERATING LOSS		(269,299)	(125,286)
Interest expense, net		72,423	39,322
LOSS BEFORE INCOME TAXES		(341,722)	(164,608)
Income tax benefit		(116,663)	(64,198)
NET LOSS		$ (225,059)	$ (100,410)
Net loss per share of Common Stock - Basic (in dollars per share)		$ (0.12)	$ (0.05)
Net loss per share of Common Stock - Diluted (in dollars per share)		$ (0.12)	$ (0.05)
Weighted average number of shares of Common Stock and dilutive securities:
Basic (in shares)		1,860,261	1,860,482
Diluted (in shares)		1,860,261	1,860,482
[1]	Corporate expenses - general and administrative includes $46,707 and $35,236 of stock-based compensation expense pursuant to ASC Topic 718 for the quarters ended March 31, 2016 and 2017, respectively.

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (Parenthetical) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
General and Administrative Expenses [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Stock based compensation expense	$ 35,236	$ 46,707

CONDENSED CONSOLIDATED STATEME6

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (UNAUDITED) - 3 months ended Mar. 31, 2017 - USD ($)	Common Stock [Member]	Accumulated deficit [Member]	Total
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
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation expense	$ 35,236	0	$ 35,236
Net loss	0	(225,059)	(225,059)
BALANCES at Mar. 31, 2017	$ 1,650,237	$ (1,409,775)	$ 240,462
BALANCES (in shares) at Mar. 31, 2017	1,860,261		1,860,261

CONDENSED CONSOLIDATED STATEME7

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (225,059)	$ (100,410)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	1,010,886	1,082,890
Stock-based compensation expense	35,236	46,707
Provision for doubtful accounts	160,010	234,920
Benefit from deferred income taxes	(238,704)	(203,784)
Changes in assets and liabilities:
Accounts receivable	(797,318)	(674,138)
Prepaid expenses and other assets	24,349	(224,092)
Deferred charges and other assets	(8,250)	0
Accounts payable	137,898	(674,586)
Accrued expenses	148,968	(158,318)
Accrued payroll and related expenses	487,737	372,834
Income taxes payable (receivable)	122,042	224,587
Other long-term obligations	(4,091)	87,471
Net cash provided by operating activities	853,704	14,081
CASH FLOWS USED IN INVESTING ACTIVITIES:
Capital expenditures	(155,951)	(246,248)
Note receivable	7,693	7,247
Net cash used in investing activities	(148,258)	(239,001)
CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES:
Advances - line of credit	6,339,788	6,761,108
Repayments - line of credit	(5,994,487)	(5,851,088)
Repayments - reducing revolving loan	(1,000,000)	0
Purchase and retirement of Common Stock	0	(8,860)
Common stock cash dividends	0	(409,443)
Net cash provided by (used in) financing activities	(654,699)	491,717
NET CHANGE IN CASH	50,747	266,797
CASH, beginning of period	157,923	258,801
CASH, end of period	208,670	525,598
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	89,382	50,759
Cash paid for income taxes	0	0
Cash received for income taxes	0	85,000
NON-CASH ITEMS:
Repayments - line of credit with Compass Bank	$ 0	$ 10,617,598

UNAUDITED CONDENSED CONSOLIDATE

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	3 Months Ended
	Mar. 31, 2017
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS [Abstract]
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	(1) UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The condensed consolidated financial statements included herein are unaudited and have been prepared by Birner Dental Management Services, Inc. (the “Company”) pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures included herein are adequate to make the information presented not misleading. A description of the Company’s accounting policies and other financial information is included in the audited consolidated financial statements as filed with the SEC in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to present fairly the financial position of the Company as of March 31, 2017 and the results of operations and cash flows for the periods presented. All such adjustments are of a normal recurring nature. The results of operations for the quarter ended March 31, 2017 are not necessarily indicative of the results that may be achieved for a full fiscal year and cannot be used to indicate financial performance for the entire year.

LIQUIDITY AND FINANCIAL RESOURC

LIQUIDITY AND FINANCIAL RESOURCES UPDATE	3 Months Ended
	Mar. 31, 2017
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 lines of credit. Recent decreases in operating cash flows have led the Company to take certain actions. The Company believes that cash generated from operations and borrowings under its Credit Facility will be sufficient to fund its anticipated working capital needs and capital expenditures for at least the next 12 months. In order to meet its long-term liquidity needs, the Company may need to issue additional equity or debt securities or engage in other borrowings or financing activities, subject to market and other conditions. There can be no assurance that such additional financing will be available on terms acceptable to the Company or at all. The failure to raise the funds necessary to finance its future cash requirements could adversely affect the Company’s ability to pursue its strategy and could negatively affect its operations in future periods. 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 earnings before interest, taxes, depreciation, amortization and stock-based compensation expense (“Adjusted EBITDA”) of $78,000 in 2016 was consolidated with another newer office at the end of January 2017. The Company is 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	3 Months Ended
	Mar. 31, 2017
SIGNIFICANT ACCOUNTING POLICIES [Abstract]
SIGNIFICANT ACCOUNTING POLICIES	(3) SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation/Basis of Consolidation The accompanying condensed consolidated financial statements have been prepared on the accrual basis of accounting. These financial statements present the financial position and results of operations of the Company and the dental offices (“Offices”), which are under the control of the Company. The Offices are organized as professional corporations (“P.C.s”) and the Company provides business services to the Offices under long-term management agreements (the “Management Agreements”). All intercompany accounts and transactions have been eliminated in the consolidation. The Company treats Offices as consolidated subsidiaries where it has a long-term and unilateral controlling financial interest over the assets and operations of the Offices. The Company maintains control of substantially all of its Offices via the Management Agreements. The Company is a business service organization and does not engage in the practice of dentistry or the provision of dental hygiene services. These services are provided by licensed professionals. Certain key features of these arrangements either enable the Company at any time and in its sole discretion to cause a change in the shareholder of the P.C. (i.e., ''nominee shareholder'') or allow the Company to vote the shares of stock held by the owner of the P.C. and to elect a majority of the board of directors of the P.C. The accompanying condensed consolidated statements of operations reflect revenue, which is the amount billed to patients less contractual adjustments. Direct expenses consist of all the expenses incurred in operating the Offices and paid by the Company. Under the Management Agreements, the Company assumes responsibility for the management of most aspects of the Offices' business (the Company does not engage in the practice of dentistry or the provision of dental hygiene services), including personnel recruitment and training; comprehensive administrative, business and marketing support and advice; and facilities, equipment, and support personnel as required to operate the practices. The Company prepares its consolidated financial statements in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, which provides for consolidation of variable interest entities (“VIEs”) of which the Company is the primary beneficiary. The Company has concluded that the P.C.s meet the definition of VIEs as defined by this standard and that the Company is the primary beneficiary of these VIEs. This conclusion was reached because the Company has the power to direct significant activities of the VIEs and the Company is obligated to absorb losses of and/or provide rights to receive benefits from the VIEs. Revenue Revenue is generally recognized when services are provided and is reported at estimated net realizable amounts due from insurance companies, preferred provider and health maintenance organizations (i.e., third-party payors) and patients for services rendered, net of contractual and other adjustments. Dental services are billed and collected by the Company in the name of the Offices. Revenue under certain third-party payor agreements is subject to audit and retroactive adjustments. To the Company’s knowledge, there are no material claims, disputes or other unsettled matters that exist concerning third-party reimbursements as of March 31, 2017. Most of the Company’s patients are insured under third-party payor agreements. The Company’s billing system generates contractual adjustments for each patient encounter based on fee schedules for the patient’s insurance plan. The services provided are attached to the patient’s fee schedule based on the insurance the patient has at the time the service is provided. Therefore, the revenue that is recorded by the billing system is based on insurance contractual amounts. Additionally, each patient at the time of service signs a form agreeing that the patient is ultimately responsible for the contracted fee if the insurance company does not pay the fee for any reason. Note Receivable A note receivable was created as part of a dental Office acquisition, of which approximately $58,000 in principal amount was outstanding at March 31, 2017. The note has equal monthly principal and interest amortization payments and a maturity date of October 31, 2018. The note bears interest at 6%, which is accrued monthly. If the note is uncollectible, an allowance for doubtful accounts will be created. There was no allowance for doubtful accounts for the note as of March 31, 2017 or December 31, 2016. . Intangible Assets The Company's dental practice acquisitions involve the purchase of tangible and intangible assets and the assumption of certain liabilities of the acquired dental Offices. As part of the purchase price allocation, the Company allocates the purchase price to the The Management Agreements cannot be terminated by a P.C. without cause, consisting primarily of bankruptcy or material default by the Company. If facts and circumstances indicate that the carrying value of long-lived and intangible assets may be impaired, the Company will perform an evaluation of recoverability. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset will be compared to the asset’s carrying amount to determine if a write-down to market value or discounted cash flow value is required. There were no impairment write-downs associated with the Company’s long-lived and intangible assets during the quarters ended March 31, 2017 and 2016. Stock-Based Compensation Expense The Company recognizes compensation expense on a straight line basis over the requisite service period of the award. Total stock-based compensation expense included in the Company’s condensed consolidated statements of operations for the quarters ended March 31, 2017 and 2016 was approximately $35,000 and $47,000, respectively, related to stock options. Total stock-based compensation expense was recorded as a component of corporate general and administrative expense. The Black-Scholes option-pricing model was used to estimate the option fair values. The option-pricing model requires a number of assumptions, of which the most significant are expected stock price volatility, the expected pre-vesting forfeiture rate, expected dividend rate and the expected option term (the amount of time from the grant date until the options are exercised or expire). Expected volatility was calculated based upon actual historical stock price movements over the most recent period ended March 31, 2017 equal to the expected option term. Expected pre-vesting forfeitures were estimated based on historical pre-vesting forfeitures over the most recent period ended March 31, 2017 for the expected option term. Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606). 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 No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment.

LOSS PER SHARE

LOSS PER SHARE	3 Months Ended
	Mar. 31, 2017
LOSS PER SHARE [Abstract]
LOSS PER SHARE	(4) LOSS PER SHARE The Company calculates earnings (loss) per share (“EPS”) in accordance with ASC Topic 260. Quarters Ended March 31, 2016 2017 Net Loss Shares Per Share Amount Net Loss Shares Per Share Amount Basic EPS $ (100,410 ) 1,860,482 $ (0.05 ) $ (225,059 ) 1,860,261 $ (0.12 ) Effect of Dilutive Stock Options - - - - - - Diluted EPS $ (100,410 ) 1,860,482 $ (0.05 ) $ (225,059 ) 1,860,261 $ (0.12 ) For the quarters ended March 31, 2017 and 2016, options to purchase 500,666 and 544,666 shares, respectively, of the Company’s common stock (“Common Stock”) were not included in the computation of diluted EPS because their effect was anti-dilutive.

STOCK-BASED COMPENSATION PLANS

STOCK-BASED COMPENSATION PLANS	3 Months Ended
	Mar. 31, 2017
STOCK-BASED COMPENSATION PLANS [Abstract]
STOCK-BASED COMPENSATION PLANS	(5) 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 March 31, 2017, 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 option-pricing model to estimate the fair value of each option granted with the following weighted average assumptions: Quarters Ended March 31, Valuation Assumptions 2016 2017 Expected life (1) 3.3 4.0 Risk-free interest rate (2) 1.21 % 1.85 % Expected volatility (3) 39 % 51 % Expected dividend yield 7.81 % 0.00 % Expected forfeiture (4) 27.00 % 30.00 % (1) (2) (3) (4) A summary of option activity as of March 31, 2017, and changes during the quarter then ended, is presented below: Number of Options Weighted- Average Exercise Price Range of Exercise Prices Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value (thousands) Outstanding at January 1, 2017 465,666 $ 15.94 $ 10.04 - $19.75 3.6 $ 654 Granted 35,000 $ 12.56 $ 12.25 - $14.45 Outstanding at March 31, 2017 500,666 $ 15.70 $ 10.04 - $19.75 3.6 $ 254 Exercisable at March 31, 2017 355,165 $ 17.00 $ 10.04 - $19.75 2.8 $ 66 The weighted average grant date fair values of options granted were $5.20 per share and $1.74 per share during the quarters ended March 31, 2017 and 2016, respectively. As of March 31, 2017, there was approximately $234,000 of total unrecognized compensation expense related to non-vested stock options, which is expected to be recognized over a weighted average period of 3.29 years.

LINE OF CREDIT

LINE OF CREDIT	3 Months Ended
	Mar. 31, 2017
LINE OF CREDIT [Abstract]
LINE OF CREDIT	(6) LINE OF CREDIT On March 29, 2016, the Company entered into 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. As amended by the March 2017 amendment, the revolving line of credit commitment reduces in four $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 the product of (i) 50% multiplied by (ii) 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 March 31, 2017, the revolving line of credit rate was 4.73% and the reducing revolving loan rate was 4.73%. At March 31, 2017, the Company had approximately $1.3 million of borrowings outstanding under the revolving line of credit and approximately $716,000 available for borrowing under the revolving line of credit. At March 31, 2017, the Company had $8.0 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) a fixed charge coverage ratio for the immediately preceding twelve months of not less than 1.25 to 1.00 for the quarter ending December 31, 2017 and each quarter thereafter, and (iii) to generate at least $870,000 of EBITDA in each of the first three quarters of 2017. As disclosed in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations--Recent Developments” below, the Company decided to discontinue the strategic assessment begun in the second quarter of 2016 and as a result incurred $104,000 in expenses associated with this strategic assessment in the first quarter of 2017. When the Credit Facility was amended in March 2017, the Bank agreed to exclude up to $120,000 of such expenses in determining compliance with the Credit Facility EBITDA covenant for each of the first three quarters of 2017. Therefore, for purposes of determining compliance with the Credit Facility EBITDA covenant in the first quarter of 2017, the Company generated $881,000 in EBITDA and was in compliance with the EBITDA covenant as of March 31, 2017. The Company also was in compliance with the other amended Credit Facility covenants as of March 31, 2017. In addition, capital expenditures may not exceed $180,000 per quarter. 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 then-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 Facility covenants. There can be no assurances that the Bank will not change the terms of the Credit Facility or cease to forbear or continue to extend credit to the Company. Any such actions or failure by the Company to maintain compliance with the Credit Facility in the future could have a material adverse effect on the Company.

DISCLOSURES ABOUT FAIR VALUE OF

DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS	3 Months Ended
	Mar. 31, 2017
DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS [Abstract]
DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS	(7) DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS ASC Topic 825, ''Disclosures About Fair Value of Financial Instruments,'' requires disclosure about the fair value of financial instruments. Carrying amounts for all financial instruments included in current assets and current liabilities approximate estimated fair values due to the short maturity of those instruments. The fair values of the Company's long-term debt are based on similar rates currently available to the Company. The Company believes the book value approximates fair value for the notes receivable. The Company follows ASC Topic 820, “Fair Value Measurements and Disclosures,” which defines fair value, establishes a framework for using fair value to measure assets and liabilities, and expands disclosures about fair value measurements. The statement establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of the inputs as follows: Level 1: Quoted prices are available in active markets for identical assets or liabilities. Level 2: Quoted prices in active markets for similar assets and liabilities that are observable for the asset or liability; or Level 3: Unobservable pricing inputs that are generally less observable from objective sources, such as discounted cash flow models or valuations. ASC Topic 820 requires financial assets and liabilities to be classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. There were no transfers between the fair value hierarchy levels during the quarters ended March 31, 2017 and 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 and March 31, 2017 by level within the fair value hierarchy: December 31, 2016 March 31, 2017 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Contingent Liabilities Balance $ - - $ 321,000 $ - - $ 321,000 Contingent Liabilities As part of an Office acquisition completed in 2009, the Company recorded contingent liabilities to recognize an estimated amount to be paid as part of the acquisition agreement. These contingent liabilities are recorded at estimated fair values as of the date of acquisition, are payable upon the exercise of a put option by the seller beginning four years after the acquisition date and no later than ten years after 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. As of March 31, 2017, approximately $321,000 of contingent liabilities were recorded on the consolidated balance sheets in other long-term obligations.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2017
SUBSEQUENT EVENTS [Abstract]
SUBSEQUENT EVENTS	(8) SUBSEQUENT EVENTS On May 9, 2017, the Company reached a mutual settlement agreement with the activist shareholder group to end a potential proxy contest related to the Company’s 2017 annual meeting of shareholders in connection with the matters described in the shareholder group’s Schedule 13D. Under the terms of the settlement agreement, the Company will nominate John M. Climaco and Gregory G. Fulton for election to its Board of Directors at the 2017 annual meeting, along with incumbent director Brooks G. O’Neil. As part of the settlement agreement, the shareholder group has agreed to withdraw its proposals for the annual meeting and to vote in favor of the above slate of director nominees at the 2017 annual meeting. In addition, the shareholder group has agreed to a standstill that generally extends until the later of the 2018 annual meeting of shareholders and the date that neither Mr. Climaco nor Mr. Fulton serves on the Board of Directors, except that the shareholder group may propose nominees for director for the 2018 annual meeting in accordance with the Company’s bylaws.

SIGNIFICANT ACCOUNTING POLICI16

SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2017
SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Basis of Presentation/Basis of Consolidation	Basis of Presentation/Basis of Consolidation The accompanying condensed consolidated financial statements have been prepared on the accrual basis of accounting. These financial statements present the financial position and results of operations of the Company and the dental offices (“Offices”), which are under the control of the Company. The Offices are organized as professional corporations (“P.C.s”) and the Company provides business services to the Offices under long-term management agreements (the “Management Agreements”). All intercompany accounts and transactions have been eliminated in the consolidation. The Company treats Offices as consolidated subsidiaries where it has a long-term and unilateral controlling financial interest over the assets and operations of the Offices. The Company maintains control of substantially all of its Offices via the Management Agreements. The Company is a business service organization and does not engage in the practice of dentistry or the provision of dental hygiene services. These services are provided by licensed professionals. Certain key features of these arrangements either enable the Company at any time and in its sole discretion to cause a change in the shareholder of the P.C. (i.e., ''nominee shareholder'') or allow the Company to vote the shares of stock held by the owner of the P.C. and to elect a majority of the board of directors of the P.C. The accompanying condensed consolidated statements of operations reflect revenue, which is the amount billed to patients less contractual adjustments. Direct expenses consist of all the expenses incurred in operating the Offices and paid by the Company. Under the Management Agreements, the Company assumes responsibility for the management of most aspects of the Offices' business (the Company does not engage in the practice of dentistry or the provision of dental hygiene services), including personnel recruitment and training; comprehensive administrative, business and marketing support and advice; and facilities, equipment, and support personnel as required to operate the practices. The Company prepares its consolidated financial statements in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, which provides for consolidation of variable interest entities (“VIEs”) of which the Company is the primary beneficiary. The Company has concluded that the P.C.s meet the definition of VIEs as defined by this standard and that the Company is the primary beneficiary of these VIEs. This conclusion was reached because the Company has the power to direct significant activities of the VIEs and the Company is obligated to absorb losses of and/or provide rights to receive benefits from the VIEs.
Revenue	Revenue Revenue is generally recognized when services are provided and is reported at estimated net realizable amounts due from insurance companies, preferred provider and health maintenance organizations (i.e., third-party payors) and patients for services rendered, net of contractual and other adjustments. Dental services are billed and collected by the Company in the name of the Offices. Revenue under certain third-party payor agreements is subject to audit and retroactive adjustments. To the Company’s knowledge, there are no material claims, disputes or other unsettled matters that exist concerning third-party reimbursements as of March 31, 2017. Most of the Company’s patients are insured under third-party payor agreements. The Company’s billing system generates contractual adjustments for each patient encounter based on fee schedules for the patient’s insurance plan. The services provided are attached to the patient’s fee schedule based on the insurance the patient has at the time the service is provided. Therefore, the revenue that is recorded by the billing system is based on insurance contractual amounts. Additionally, each patient at the time of service signs a form agreeing that the patient is ultimately responsible for the contracted fee if the insurance company does not pay the fee for any reason.
Note Receivable	Note Receivable A note receivable was created as part of a dental Office acquisition, of which approximately $58,000 in principal amount was outstanding at March 31, 2017. The note has equal monthly principal and interest amortization payments and a maturity date of October 31, 2018. The note bears interest at 6%, which is accrued monthly. If the note is uncollectible, an allowance for doubtful accounts will be created. There was no allowance for doubtful accounts for the note as of March 31, 2017 or December 31, 2016.
Intangible Assets	Intangible Assets The Company's dental practice acquisitions involve the purchase of tangible and intangible assets and the assumption of certain liabilities of the acquired dental Offices. As part of the purchase price allocation, the Company allocates the purchase price to the The Management Agreements cannot be terminated by a P.C. without cause, consisting primarily of bankruptcy or material default by the Company. If facts and circumstances indicate that the carrying value of long-lived and intangible assets may be impaired, the Company will perform an evaluation of recoverability. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset will be compared to the asset’s carrying amount to determine if a write-down to market value or discounted cash flow value is required. There were no impairment write-downs associated with the Company’s long-lived and intangible assets during the quarters ended March 31, 2017 and 2016.
Stock-Based Compensation Expense	Stock-Based Compensation Expense The Company recognizes compensation expense on a straight line basis over the requisite service period of the award. Total stock-based compensation expense included in the Company’s condensed consolidated statements of operations for the quarters ended March 31, 2017 and 2016 was approximately $35,000 and $47,000, respectively, related to stock options. Total stock-based compensation expense was recorded as a component of corporate general and administrative expense. The Black-Scholes option-pricing model was used to estimate the option fair values. The option-pricing model requires a number of assumptions, of which the most significant are expected stock price volatility, the expected pre-vesting forfeiture rate, expected dividend rate and the expected option term (the amount of time from the grant date until the options are exercised or expire). Expected volatility was calculated based upon actual historical stock price movements over the most recent period ended March 31, 2017 equal to the expected option term. Expected pre-vesting forfeitures were estimated based on historical pre-vesting forfeitures over the most recent period ended March 31, 2017 for the expected option term.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606). 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 No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment.

LOSS PER SHARE (Tables)

LOSS PER SHARE (Tables)	3 Months Ended
	Mar. 31, 2017
LOSS PER SHARE [Abstract]
Earnings (Loss) Per Share Calculation	The Company calculates earnings (loss) per share (“EPS”) in accordance with ASC Topic 260. Quarters Ended March 31, 2016 2017 Net Loss Shares Per Share Amount Net Loss Shares Per Share Amount Basic EPS $ (100,410 ) 1,860,482 $ (0.05 ) $ (225,059 ) 1,860,261 $ (0.12 ) Effect of Dilutive Stock Options - - - - - - Diluted EPS $ (100,410 ) 1,860,482 $ (0.05 ) $ (225,059 ) 1,860,261 $ (0.12 )

STOCK-BASED COMPENSATION PLANS

STOCK-BASED COMPENSATION PLANS (Tables)	3 Months Ended
	Mar. 31, 2017
STOCK-BASED COMPENSATION PLANS [Abstract]
Estimated Fair Value Option Granted	The Company uses the Black-Scholes option-pricing model to estimate the fair value of each option granted with the following weighted average assumptions: Quarters Ended March 31, Valuation Assumptions 2016 2017 Expected life (1) 3.3 4.0 Risk-free interest rate (2) 1.21 % 1.85 % Expected volatility (3) 39 % 51 % Expected dividend yield 7.81 % 0.00 % Expected forfeiture (4) 27.00 % 30.00 % (1) (2) (3) (4)
Summary of Option Activity	A summary of option activity as of March 31, 2017, and changes during the quarter then ended, is presented below: Number of Options Weighted- Average Exercise Price Range of Exercise Prices Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value (thousands) Outstanding at January 1, 2017 465,666 $ 15.94 $ 10.04 - $19.75 3.6 $ 654 Granted 35,000 $ 12.56 $ 12.25 - $14.45 Outstanding at March 31, 2017 500,666 $ 15.70 $ 10.04 - $19.75 3.6 $ 254 Exercisable at March 31, 2017 355,165 $ 17.00 $ 10.04 - $19.75 2.8 $ 66

DISCLOSURES ABOUT FAIR VALUE 19

DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)	3 Months Ended
	Mar. 31, 2017
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 and March 31, 2017 by level within the fair value hierarchy: December 31, 2016 March 31, 2017 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Contingent Liabilities Balance $ - - $ 321,000 $ - - $ 321,000

LIQUIDITY AND FINANCIAL RESOU20

LIQUIDITY AND FINANCIAL RESOURCES UPDATE (Details) $ in Thousands	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
CEO, CFO, and Outside Directors [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

SIGNIFICANT ACCOUNTING POLICI21

SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Note Receivable [Abstract]
Outstanding principal amount of note receivables	$ 58
Maturity date	Oct. 31, 2018
Interest rate on notes receivable	6.00%
Allowance for doubtful accounts	$ 0		$ 0
Intangible Assets [Abstract]
Life of the management agreement	40 years
Amortization period for contract	25 years
Amortization expense	$ 212	$ 211
Impairment of Long-Lived and Intangible Assets [Abstract]
Impairment of long-lived and intangible assets	0	0
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock based compensation expense	$ 35	$ 47

LOSS PER SHARE (Details)

LOSS PER SHARE (Details) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Net loss, diluted [Abstract]
Net loss, basic EPS	$ (225,059)	$ (100,410)
Effect of dilutive stock options	0	0
Net loss, diluted EPS	$ (225,059)	$ (100,410)
Weighted average number of shares outstanding reconciliation [Abstract]
Weighted average number of shares, basic EPS (in shares)	1,860,261	1,860,482
Effect of dilutive stock options, shares (in shares)	0	0
Weighted average number of shares outstanding, diluted EPS (in shares)	1,860,261	1,860,482
Earnings per share, basic and diluted [Abstract]
Per share amount - basic EPS (in dollars per share)	$ (0.12)	$ (0.05)
Effect of dilutive stock option (in dollars per share)	0	0
Per share amount - diluted EPS (in dollars per share)	$ (0.12)	$ (0.05)
Antidilutive securities (in shares)	500,666	544,666

STOCK-BASED COMPENSATION PLAN23

STOCK-BASED COMPENSATION PLANS (Details) $ / shares in Units, $ in Thousands		3 Months Ended		12 Months Ended
		Mar. 31, 2017USD ($)Administrator$ / sharesshares	Mar. 31, 2016$ / shares	Dec. 31, 2016USD ($)$ / sharesshares
Fair value assumptions [Abstract]
Expected life	[1]	4 years	3 years 3 months 18 days
Risk-free interest rate	[2]	1.85%	1.21%
Expected volatility	[3]	51.00%	39.00%
Expected dividend yield		0.00%	7.81%
Expected forfeiture	[4]	30.00%	27.00%
Options outstanding [Roll Forward]
Outstanding, beginning (in shares) | shares		465,666
Granted (in shares) | shares		35,000
Outstanding, ending (in shares) | shares		500,666		465,666
Exercisable (in shares) | shares		355,165
Options weighted average exercise price [Roll Forward]
Outstanding, beginning (in dollars per share)		$ 15.94
Granted (in dollars per share)		12.56
Outstanding, ending (in dollars per share)		15.70		$ 15.94
Exercisable (in dollars per share)		$ 17
Options, additional disclosures [Abstract]
Outstanding, weighted average remaining contractual term		3 years 7 months 6 days		3 years 7 months 6 days
Outstanding, aggregate intrinsic value | $		$ 254		$ 654
Exercisable, weighted average remaining contractual term		2 years 9 months 18 days
Exercisable, aggregate intrinsic value | $		$ 66
Weighted average grant date fair value of options (in dollars per share)		$ 5.20	$ 1.74
Total unrecognized compensation expense | $		$ 234
Weighted average period for recognition		3 years 3 months 14 days
Minimum [Member]
Range of Exercise Prices [Abstract]
Outstanding, beginning of period (in dollars per share)		$ 10.04
Granted (in dollars per share)		12.25
Outstanding, end of period (in dollars per share)		10.04		$ 10.04
Exercisable (in dollars per share)		10.04
Maximum [Member]
Range of Exercise Prices [Abstract]
Outstanding, beginning of period (in dollars per share)		19.75
Granted (in dollars per share)		14.45
Outstanding, end of period (in dollars per share)		19.75		$ 19.75
Exercisable (in dollars per share)		$ 19.75
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
2015 Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for issuance (in shares) | shares		94,000
Minimum number of plan administrators | Administrator		2
Vested options (in shares) | shares		16,750
Unvested options (in shares) | shares		89,250
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.

LINE OF CREDIT (Details)

LINE OF CREDIT (Details) $ in Thousands	Mar. 29, 2016USD ($)	Mar. 31, 2017USD ($)	Dec. 31, 2016USD ($)	Dec. 31, 2016
Line of Credit [Member]
Long-term Debt [Line Items]
Expense associated with strategic assessment		$ 104
Maximum amount excluded in determining EBITDA covenant in each of first three quarters of 2017		120
EBITDA generated		$ 881
Line of Credit [Member] | Maximum [Member]
Long-term Debt [Line Items]
Debt To EBITDA ratio for the twelve months ending December 31, 2017 and thereafter		2.5
Capital expenditure per quarter		$ 180
Debt To EBITDA ratio				3.15
Line of Credit [Member] | Minimum [Member]
Long-term Debt [Line Items]
Fixed charge coverage ratio		1.25	1.35
Amount of generated EBITDA required to comply with covenant in each of first three quarters of 2017		$ 870
Amount of generated EBITDA			$ 650
Domestic Line Of Credit Due March 2018 [Member]
Long-term Debt [Line Items]
Maximum borrowing capacity	$ 2,000	800
Amount available for borrowing		$ 1,300
Revolving line of credit commitment reduction amount	300
Line of credit interest rate		4.73%
Maturity date		Mar. 31, 2018
Domestic Line Of Credit Due March 2021 [Member]
Long-term Debt [Line Items]
Amount outstanding	10,000	$ 8,000
Amount available for borrowing		$ 716
Quarterly payment of loan payable	$ 500
Reduction in EBITDA percentage		50.00%
Interest payment on credit facilty		$ 2,000
Line of credit interest rate		4.73%
Maturity date		Mar. 31, 2021
LIBOR Borrowing Rate [Member] | Domestic Line Of Credit Due March 2018 [Member] | Maximum [Member]
Long-term Debt [Line Items]
Basis spread on variable rate	3.75%
LIBOR Borrowing Rate [Member] | Domestic Line Of Credit Due March 2018 [Member] | Minimum [Member]
Long-term Debt [Line Items]
Basis spread on variable rate	3.10%
LIBOR Borrowing Rate [Member] | Domestic Line Of Credit Due March 2021 [Member] | Maximum [Member]
Long-term Debt [Line Items]
Basis spread on variable rate	3.75%
LIBOR Borrowing Rate [Member] | Domestic Line Of Credit Due March 2021 [Member] | Minimum [Member]
Long-term Debt [Line Items]
Basis spread on variable rate	3.10%

DISCLOSURES ABOUT FAIR VALUE 25

DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($)	3 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Contingent Liabilities [Abstract]
Number of trailing months of operating cash flow used to determine contingent liability	12 months
Minimum [Member]
Contingent Liabilities [Abstract]
Number of years until the contingent liability becomes payable	4 years
Maximum [Member]
Contingent Liabilities [Abstract]
Number of years until the contingent liability becomes payable	10 years
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Liabilities, Fair Value Disclosure [Abstract]
Contingent Liabilities Balance	$ 0	$ 0
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Liabilities, Fair Value Disclosure [Abstract]
Contingent Liabilities Balance	0	0
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Liabilities, Fair Value Disclosure [Abstract]
Contingent Liabilities Balance	$ 321,000	$ 321,000