Birner Dental Management Services (BDMS) 10-Q 15 May 18 2018 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2018	May 02, 2018
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		1,874,761
Document Fiscal Year Focus	2,018
Document Fiscal Period Focus	Q1
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2018

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
CURRENT ASSETS:
Cash	$ 2,009,097	$ 1,888,828
Accounts receivable, net of allowance for doubtful accounts of approximately $500,000 and $475,000, respectively	4,206,930	3,772,514
Note receivable	25,600	33,768
Prepaid expenses and other assets	917,241	655,310
Total current assets	7,158,868	6,350,420
PROPERTY AND EQUIPMENT, net	4,541,000	5,016,141
OTHER NONCURRENT ASSETS:
Intangible assets, net	5,664,911	5,876,053
Deferred charges and other assets	163,991	163,991
Total assets	17,528,770	17,406,605
CURRENT LIABILITIES:
Accounts payable	3,946,822	4,210,521
Accrued expenses	804,524	777,863
Accrued payroll and related expenses	2,719,982	2,009,720
Current maturities of long-term debt	800,000	750,000
Total current liabilities	8,271,328	7,748,104
LONG-TERM LIABILITIES:
Deferred tax liability, net	17,021	101,482
Bank credit facilities, net	5,511,818	5,684,085
Convertible senior subordinated secured notes, net	4,519,150	4,445,862
Other long-term obligations	1,173,598	1,190,811
Total liabilities	19,492,915	19,170,344
SHAREHOLDERS' EQUITY / (DEFICIT)
Preferred Stock, no par value, 7,999,900 shares authorized; none outstanding	0	0
Common Stock, no par value, 20,000,000 shares authorized;1,872,761 and 1,874,761 shares issued and outstanding, respectively	2,113,184	2,060,208
Accumulated deficit	(4,087,329)	(3,833,947)
Total shareholders' deficit	(1,974,145)	(1,773,739)
Total liabilities and shareholders' deficit	17,528,770	17,406,605
Series A Preferred Stock [Member]
LONG-TERM LIABILITIES:
PREFERRED STOCK	10,000	10,000
Series B Preferred Stock [Member]
LONG-TERM LIABILITIES:
PREFERRED STOCK	$ 0	$ 0

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
CURRENT ASSETS:
Allowance for doubtful accounts	$ 475,000	$ 500,000
SHAREHOLDERS' EQUITY / (DEFICIT)
Preferred Stock, par value (in dollars per share)	$ 0	$ 0
Preferred Stock, authorized (in shares)	7,999,900	7,999,900
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)	1,874,761	1,872,761
Common Stock, outstanding (in shares)	1,874,761	1,872,761
Series A Preferred Stock [Member]
LIABILITIES AND SHAREHOLDERS' DEFICIT
Temporary Equity, par value (in dollars per share)	$ 0	$ 0
Temporary Equity, authorized (in shares)	100	100
Temporary Equity, outstanding (in shares)	10	10
Series B Preferred Stock [Member]
LIABILITIES AND SHAREHOLDERS' DEFICIT
Temporary Equity, par value (in dollars per share)	$ 0	$ 0
Temporary Equity, authorized (in shares)	2,000,000	2,000,000
Temporary Equity, outstanding (in shares)	0	0

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)		3 Months Ended
		Mar. 31, 2018	Mar. 31, 2017
REVENUE:
Total Revenue		$ 15,821,467	$ 15,660,680
DIRECT EXPENSES:
Clinical salaries and benefits		9,820,077	9,466,299
Dental supplies		696,314	628,406
Laboratory fees		883,376	881,141
Occupancy		1,614,021	1,550,259
Advertising and marketing		131,458	169,904
Depreciation and amortization		778,701	964,802
General and administrative		1,335,937	1,263,626
Total Direct Expenses		15,259,884	14,924,437
Contribution from dental offices		561,583	736,243
CORPORATE EXPENSES:
General and administrative	[1]	1,001,389	959,458
Depreciation and amortization		33,374	46,084
OPERATING LOSS		(473,180)	(269,299)
Interest expense, net		164,143	72,423
LOSS BEFORE INCOME TAXES		(637,323)	(341,722)
Income tax benefit		(159,332)	(116,663)
NET LOSS		$ (477,991)	$ (225,059)
Net loss per share of Common Stock - Basic (in dollars per share)		$ (0.25)	$ (0.12)
Net loss per share of Common Stock - Diluted (in dollars per share)		$ (0.25)	$ (0.12)
Weighted average number of shares of Common Stock and dilutive securities:
Basic (in shares)		1,874,694	1,860,261
Diluted (in shares)		1,874,694	1,860,261
Dental Practice Revenue [Member]
REVENUE:
Total Revenue		$ 14,858,074	$ 14,618,704
Capitation Revenue [Member]
REVENUE:
Total Revenue		$ 963,393	$ 1,041,976
[1]	Corporate expenses - general and administrative includes $35,236 and $52,976 of stock-based compensation expense pursuant to ASC Topic 718 for the quarters ended March 31, 2017 and 2018, respectively.

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (Parenthetical) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
General and Administrative Expenses [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Stock based compensation expense	$ 52,976	$ 35,236

CONDENSED CONSOLIDATED STATEME6

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' DEFICIT (UNAUDITED) - USD ($)	Common Stock [Member]	Accumulated Deficit [Member]	Total
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Adoption of ASU No. 2014-09 (Topic 606) - see Note 4 | ASU 2014-09 [Member]	$ 0	$ 224,609	$ 224,609
BALANCES at Dec. 31, 2017	$ 2,060,208	(3,833,947)	(1,773,739)
BALANCES (in shares) at Dec. 31, 2017	1,872,761
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation expense	$ 52,976	0	52,976
Stock-based compensation expense (in shares)	2,000
Net loss	$ 0	(477,991)	(477,991)
BALANCES at Mar. 31, 2018	$ 2,113,184	$ (4,087,329)	$ (1,974,145)
BALANCES (in shares) at Mar. 31, 2018	1,874,761

CONDENSED CONSOLIDATED STATEME7

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (477,991)	$ (225,059)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	812,075	1,010,886
Amortization of debt issuance costs	13,386	6,788
Stock-based compensation expense	52,976	35,236
Provision for doubtful accounts	187,291	160,010
Benefit from deferred income taxes	(159,331)	(238,704)
Changes in assets and liabilities:
Accounts receivable	(177,413)	(797,318)
Prepaid expenses and other assets	(261,931)	17,561
Deferred charges and other assets	0	(8,250)
Accounts payable	(263,699)	137,898
Accrued expenses	39,486	148,968
Accrued payroll and related expenses	552,622	487,737
Income taxes payable	0	122,042
Other long-term obligations	(17,213)	(4,091)
Net cash provided by operating activities	300,258	853,704
CASH FLOWS FROM INVESTING ACTIVITIES:
Note receivable	8,168	7,693
Capital expenditures	(125,792)	(155,951)
Net cash used in investing activities	(117,624)	(148,258)
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances - line of credit	0	6,339,788
Repayments - line of credit	0	(5,994,487)
Repayments - reducing revolving loan	(125,000)	(1,000,000)
Accrued interest- senior subordinated secured notes	62,635	0
Net cash used in financing activities	(62,365)	(654,699)
NET CHANGE IN CASH	120,269	50,747
CASH, beginning of period	1,888,828	157,923
CASH, end of period	2,009,097	208,670
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$ 89,120	$ 89,382

UNAUDITED CONDENSED CONSOLIDATE

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	3 Months Ended
	Mar. 31, 2018
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, 2017. 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, 2018 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, 2018 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, 2018
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 was able to meet its current obligations through operating cash flows and availability on its revolving line of credit. Recent decreases in operating cash flows led the Company to take certain actions including raising $5 million in a private placement as described below. On July 21, 2017, the Company received notice of events of default and acceleration (the “Notice Letter”) from counsel to Guaranty Bank and Trust Company (the “Bank”) in connection with the Loan and Security Agreement, dated as of March 29, 2016, as amended (collectively, the “Loan Agreement” or the “Credit Facility”), including the Fourth Amendment to Loan and Security Agreement and Forbearance Agreement dated March 30, 2017 (the “Forbearance Agreement”). The Notice Letter asserted events of default resulting from the Company’s failure to produce EBITDA of at least $870,000 for the second quarter of 2017 and to reduce the dollar amount of the outstanding reducing revolving loan by at least $500,000 by June 30, 2017. The Notice Letter further asserted that, as a result of these events of default, earlier events of default related to EBITDA and coverage ratios to which the Forbearance Agreement applied again existed. In the Notice Letter, the Bank also declared all obligations of the Company to be immediately due and payable and demanded payment in full of all obligations. The Notice Letter further stated that, although the Bank was not presently exercising its other rights and remedies available upon an event of default, it reserved its right to do so at any time in its sole discretion. The Company subsequently failed to reduce the dollar amount of the outstanding reducing revolving line of credit under the Credit Facility by at least $500,000 by September 30, 2017. The Company’s revolving line of credit with the Bank was reduced from $1.4 million to $1.1 million on October 1, 2017 as required by the Forbearance Agreement. On December 28, 2017, following discussions and negotiations with the Bank and a number of potential investors and lenders, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) and completed a private placement of $5 million of convertible senior subordinated secured notes (the “Notes”) and attached shares of Series A Convertible Preferred Stock with Palm Active Dental, LLC and Palm Global Small Cap Master Fund LP (the “Palm Investors”). Also on December 28, 2017, the Company and the Bank entered into the Fifth Amendment to the Loan Agreement (the “Fifth Amendment”), under which the Company repaid approximately $1.5 million of the term loan portion and $1.1 million of the revolving line of credit of the Loan Agreement and the Bank waived all then-existing defaults, default interest, fees, and penalties under the Credit Facility. Among other things, the Fifth Amendment increased the revolving line of credit from $1.1 million to $2.0 million, extended the maturity date of the loans under the Credit Facility to March 31, 2023 and modified the repayment terms of the term loan and the EBITDA, leverage ratio and other financial covenants under the Credit Facility. Under the Credit Facility and related pledge and security agreements, the Bank has liens and security interests on substantially all of the assets of the Company. See Note 7 for additional information regarding the Notes and the Credit Facility. The Company has prepared its business plan for the ensuing 12 months and believes it has sufficient liquidity and financial resources to operate for the ensuing 12 month period. Although the Company met its required Bank covenant at March 31, 2018 and anticipates meeting its future Bank covenants, any non-compliance with future Bank covenants could have a material impact on the Company’s liquidity.

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2018
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, 2018. 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 $26,000 in principal amount was outstanding at March 31, 2018. 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, 2018 or December 31, 2017. 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, 2018 and 2017. 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, 2018 and 2017 was approximately $53,000 and $35,000, respectively, related to stock options and restricted stock. 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, 2018 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, 2018 for the expected option term. The fair value of restricted stock granted to independent directors in June 2017 was calculated by taking the product of the number of shares granted times the stock price on the day the restricted stock was granted and spreading this value over the vesting period of the restricted stock. 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 February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). 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. The Company adopted ASU 2016-16 as of January 1, 2018 and it did not have a material effect on its consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230) Restricted Cash, The Company adopted this update as of January 1, 2018 and it did not have a material effect on its consolidated financial statements. In May 2017, the FASB issued ASU No. 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting. The Company adopted ASU 2017-09 as of January 1, 2018 and it did not have a material effect on its consolidated financial statements.

Revenue

Revenue	3 Months Ended
	Mar. 31, 2018
Revenue [Abstract]
Revenue	(4) Revenue On January 1, 2018, the Company adopted Topic 606 using the modified retrospective method applied to all contracts as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with the Company’s historical accounting under Topic 605. The Company’s revenues include premium and service revenues. Service revenues include net patient revenues that are recorded based upon established billing rates, less allowances for contractual adjustments, and are recognized as services are provided. The Company identified service revenues associated with the placement of orthodontic braces and crown and bridge procedures as contracts that will be affected with the adoption of Topic 606. For these two revenue streams, the Company identified distinct performance obligations for the placement of braces and crowns and bridge procedures and allocated transaction prices to these performance obligations using the available observable data and bottom up methods. Under Topic 606, for contracts involving orthodontic procedures, the Company will recognize 40% of the contract amount when the orthodontic braces are initially placed on the patient, 45% of the contract amount monthly during the average 20 month term of the contract, and a final 15% of the contract amount in the last month of the contract. This coincides with the Company’s analysis of the required performance obligations under the Company’s orthodontic service revenue contracts. Under Topic 606, for crown and bridge procedures, revenue associated with the final placement of the permanent crown will be recognized at the point in time this performance obligation is satisfied. We recorded a net decrease to the opening accumulated deficit of approximately $225,000 as of January 1, 2018 due to the cumulative impact to revenue and cost of sales of adopting Topic 606, with the impact primarily related to revenue related to orthodontic braces and crown and bridge procedures . See the table below for the overall net effect of the change in the Company's revenue recognition procedures. Balance Sheet as of 12/31/2017 As Reported Effect of the Adoption of ASC Topic 606 Balance Sheet as of 1/1/2018 As Adjusted Accounts Receivable 3,772,514 444,294 4,216,808 Accrued Expenses 777,863 (12,825 ) 765,038 Accrued Payroll 2,009,720 157,640 2,167,360 Deferred Income Taxes Payable 101,482 74,870 176,352 Accumulated Deficit 3,833,947 (224,609 ) 3,609,338 12 Months Ended 12/31/2016 As Reported Effect of the Adoption of ASC Topic 606 12 Months Ended 12/31/2016 As Adjusted Revenue 61,762,294 283,570 62,045,864 Direct Expenses 59,920,759 86,050 60,006,809 Contribution From Dental Offices 1,841,535 197,520 2,039,055 Coporate Expenses 3,727,470 - 3,727,470 Operating Loss (1,885,935 ) 197,520 (1,688,415 ) Interest Expense 253,940 - 253,940 Loss Before Income Taxes (2,139,875 ) 197,520 (1,942,355 ) Income Tax Expense / (Benefit) (753,973 ) 49,380 (704,593 ) Net Loss (1,385,902 ) 148,140 (1,237,762 ) 12 Months Ended 12/31/2017 As Reported Effect of the Adoption of ASC Topic 606 12 Months Ended 12/31/2017 As Adjusted Revenue 60,712,404 160,723 60,873,127 Direct Expenses 59,851,062 58,766 59,909,828 Contribution From Dental Offices 861,342 101,957 963,299 Coporate Expenses 4,186,859 - 4,186,859 Operating Loss (3,325,517 ) 101,957 (3,223,560 ) Interest Expense 443,640 - 443,640 Loss Before Income Taxes (3,769,157 ) 101,957 (3,667,200 ) Income Tax Expense / (Benefit) (1,119,926 ) 25,489 (1,094,437 ) Net Loss (2,649,231 ) 76,468 (2,572,763 )

LOSS PER SHARE

LOSS PER SHARE	3 Months Ended
	Mar. 31, 2018
LOSS PER SHARE [Abstract]
LOSS PER SHARE	(5) LOSS PER SHARE The Company calculates net loss per share (“EPS”) in accordance with ASC Topic 260. Quarters Ended March 31, 2017 2018 Net Loss Shares Per Share Amount Net Loss Shares Per Share Amount Basic EPS $ (225,059 ) 1,860,261 $ (0.12 ) $ (477,991 ) 1,874,694 $ (0.25 ) Effect of Dilutive Stock Options - - - - - - Diluted EPS $ (225,059 ) 1,860,261 $ (0.12 ) $ (477,991 ) 1,874,694 $ (0.25 ) For the quarters ended March 31, 2018 and 2017, options to purchase 560,666 and 500,666 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, 2018
STOCK-BASED COMPENSATION PLANS [Abstract]
STOCK-BASED COMPENSATION PLANS	(6) 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, 2018, there were 373,500 vested options and 3,166 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 (“the Committee”) of two or more outside directors from the Company’s Board of Directors (the “Board”). 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 2017 2018 Expected life (1) 4.0 5.0 Risk-free interest rate (2) 1.85 % 2.65 % Expected volatility (3) 51 % 72 % Expected dividend yield 0.00 % 0.00 % Expected forfeiture (4) 30.00 % 30.00 % (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 option activity as of March 31, 2018, 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, 2018 560,666 $ 14.99 $ 4.30 - $19.75 3.4 $ 55 Granted 10,000 $ 8.00 $ 8.00 - $8.00 Cancelled (10,000 ) $ 10.81 $ 4.30 - $14.45 Outstanding at March 31, 2018 560,666 $ 14.94 $ 4.30 - $19.75 3.2 $ 54 Exercisable at March 31, 2018 409,000 $ 16.41 $ 10.04 - $19.75 2.2 $ - The weighted average grant date fair values of options granted during the quarters ended March 31, 2018 and 2017 were $4.85 per share and $5.20 per share, respectively. As of March 31, 2018, there was approximately $491,000 of total unrecognized compensation expense related to non-vested stock options, which is expected to be recognized over a weighted average period of 2.48 years. A summary of restricted stock activity as of March 31, 2018, and changes during the quarter then ended, is presented below: Shares Weighted- Average Grant-Date Fair-Value Balance at January 1, 2018 8,000 $ 13.50 Granted - $ - Vested - $ - Balance at March 31, 2018 8,000 $ 13.50 As of March 31, 2018, total unrecognized share-based compensation expense from unvested restricted stock was $66,000 which is expected to be recognized over a weighted average period of approximately 1.2 years. As of March 31, 2018, 8,000 shares were expected to vest in the future.

DEBT

DEBT	3 Months Ended
	Mar. 31, 2018
DEBT [Abstract]
DEBT	( 7 DEBT On December 28, 2017, the Company and the Bank entered into the Fifth Amendment, under which the Company repaid approximately $1.5 million of the term loan portion and approximately $1.1 million of the revolving line of credit of the Credit Facility with net proceeds of the private placement discussed below, and the Bank waived all outstanding defaults, default interest, fees, and penalties under the Credit Facility. Among other things, the Fifth Amendment increased the revolving line of credit from $1.1 million to $2.0 million, extended the maturity date of the loans under the Credit Facility to March 31, 2023, and modified the repayment terms of the term loan and the EBITDA, leverage ratio and other financial covenants under the Credit Facility. The outstanding principal balance of the Term Loan (as defined in the Credit Facility) was $6.375 million as of March 31, 2018 and no amounts were drawn on the $2.0 million revolving line of credit as of March 31, 2018. Under the Fifth Amendment, the Term Loan bears interest as follows: Funded Debt / EBITDA (each as defined in the Fifth Amendment) LIBOR SPREAD Greater than 3.0 LIBOR + 3.75% Less than or equal to 3.0 but greater than 2.5 LIBOR + 3.25% Less than or equal to 2.5 but greater than 2.0 LIBOR + 2.90% Less than or equal to 2.0 LIBOR + 2.50% Effective January 1, 2018, a commitment fee on the average daily unused amount of the revolving line of credit will be assessed each quarter in the amount of 0.25% per annum . The Company must pay the unpaid principal balance of the Term Loan as follows: (i) $125,000 on the last day of each calendar quarter in 2018, (ii) $100,000 on or before the date that is 30 days after the date the Form 10-Q for the second fiscal quarter of 2018 is filed by the Company with the SEC but only if EBITDA (as defined in the Fifth Amendment) measured for the 12 months ending June 30, 2018 is equal to or more than $2,400,000, (iii) $175,000 on March 31, 2019 and June 30, 2019, (iv) $100,000 on or before the date that is 30 days after the date the Form 10-Q for the second fiscal quarter of 2019 is filed by the Company with the SEC, but only if EBITDA measured for the 12 months ending June 30, 2019 is equal to or more than $3,000,000, (v) $200,000 on September 30, 2019 and December 31, 2019, and (vi) $250,000 on the last day of each calendar quarter thereafter, commencing with March 31, 2020, with a final payment in an aggregate amount equal to the unpaid principal balance of the Term Loan on March 31, 2023. In addition, the Company must make mandatory prepayments commencing with the quarter ending September 30, 2019 equal to the “Excess Cash Flow Amount” as defined in the Fifth Amendment. In any event, the Company must make payments so that the principal balance of the Term Loan is $5,750,000 as of December 31, 2018, $4,750,000 as of December 31, 2019, $3,600,000 as of December 31, 2020, 2,100,000 as of December 31, 2021, and $750,000 as of December 31, 2022. For the quarter ended March 31, 2018, the Company’s EBITDA was $392,000, which was less than the required Bank covenant amount of $400,000. The Bank agreed to exclude $66,500 of one-time accounting and valuation expenses associated with the $5 million financing completed in December 2017, and with this exclusion the Company was in compliance with the EBITDA covenant requirement as of March 31, 2018. Convertible Senior Subordinated Secured Notes On December 28, 2017, the Company entered into the Securities Purchase Agreement with the Palm Investors. Under the Securities Purchase Agreement, the Company sold Notes in the aggregate principal amount of $4,990,000 together with 10 attached shares of Series A Convertible Preferred Stock for $1,000 per share. The Company used approximately $2.6 million of the net proceeds under the Securities Purchase Agreement to repay the Bank as described above. The balance of the net proceeds are being used for vendor payments, working capital, capital expenditures, and other general corporate purposes. The Notes and attached shares of Series A Convertible Preferred Stock are convertible at the option of the holders into shares of Series B Convertible Preferred Stock, which in turn are convertible at the option of the holders into shares of the Company’s common stock at a price of $5.00 per share. Assuming (i) the conversion of the Notes and Series A Convertible Preferred Stock into Series B Convertible Preferred Stock and (ii) conversion of the Series B Convertible Preferred Stock into Common Stock, the Palm Investors beneficially own in the aggregate 1,000,000 shares of Common Stock, representing approximately 34.8% of the Company’s outstanding shares of Common Stock. Upon the occurrence of a Fundamental Transaction, as defined in the Notes, the Company must repay all unpaid principal amount of the Notes plus an amount equal to all accrued and unpaid interest and the amount of interest that would have been paid from the date of such repayment through the maturity date had the Notes remained outstanding to such date (a “Mandatory Prepayment”). A Fundamental Transaction includes, among other things, one or more related transactions that result in holders of the Company’s common stock immediately prior to such transactions owning 50% or less of the surviving company or owning relative interests in the surviving company that are not substantially the same as prior to such transactions, liquidation or dissolution of the Company, or a change in the majority of the Board over a 12 month period. Other than in connection with a Mandatory Prepayment, the Notes may not be prepaid by the Company without the consent of holders of the majority of the Notes. The Notes mature on September 30, 2023 and accrue interest on a quarterly basis at a rate of 5% per annum until December 28, 2020. Thereafter, interest accrues on a quarterly basis at a rate of (i) 5% per annum if the VWAP (as defined in the Notes) for each of any 30 consecutive Trading Days (as defined in the Notes) during the immediately preceding quarter is less than $15 per share of Common Stock, (ii) 2.5% per annum if the VWAP for each of any 30 consecutive Trading Days during the immediately preceding quarter is equal to or greater than $15 per share of Common Stock and equal to or less than $20 per share of Common Stock, and (iii) 0% if the VWAP for each of any 30 consecutive Trading Days during the immediately preceding quarter exceeds $20 per share of Common Stock. Subject to the terms of the Subordination Agreement (described below), which prohibits the payment of cash interest unless the Total Cash Flow Leverage Ratio, as defined in the Fifth Amendment, is less than 2:1, the Company has the option to pay interest in cash or by increasing the principal amount of the Notes in the amount of any unpaid and accrued interest. Approximately $63,000 was recognized as interest expense during the quarter ended March 31, 2018 and the increased liability is included in convertible senior subordinated secured notes, net on the accompanying condensed consolidated balance sheets. Certain terms of the Notes (the “Embedded Derivatives”) meet the definition of a derivative that requires bifurcation from the Notes and separate accounting under ASC Topic 815, Derivatives and Hedging. Concurrent with the Securities Purchase Agreement and the Fifth Amendment, the Company, the Bank and the Palm Investors entered into a Subordination Agreement and the Company and the Palm Investors entered into a Security Agreement and Registration Rights Agreement. Under the Subordination Agreement, the Palm Investors and their successors in interest subordinated their rights under the Notes, the Series A Convertible Preferred Stock and the Series B Convertible Preferred Stock to the Bank in respect of the Credit Facility. Under the Security Agreement, the Company granted the holders of the Notes a subordinate security interest in substantially all of the Company’s assets. If the Company fails to meet certain performance targets set forth in the Securities Purchase Agreement, the Palm Investors have the exclusive right, voting separately as a class, to designate to the Board a third Palm Investor director, in which case the Board must take all actions necessary to cause and accept the resignation of one additional current director and cause such third Palm Investor director to be appointed as a director. Further, if the Company (a) fails to meet any of the modified performance targets set forth in the Securities Purchase Agreement or (b) fails to comply with a financial covenant under the Loan Agreement, the Board is required to immediately form a special committee of the Board with (i) the power to initiate searches for, and to recruit, retain or replace the Chief Executive Officer, Chief Financial Officer and Chief Operating Officer of the Company, (ii) the ability to retain an executive search firm, at the Company’s expense, to manage any search for Chief Executive Officer, Chief Financial Officer and Chief Operating Officer initiated by the search committee, and (iii) the ability to engage such advisors, at the Company’s expense, as necessary to assist with the search committee’s efforts. Any search committee created due to the Company’s failure to meet any of the modified performance targets will be chaired by one of the Palm Investor directors and consist solely of independent directors, while any search committee created due to the Company’s failure to comply with the financial covenants will be composed of a majority of Palm Investor directors.

DISCLOSURES ABOUT FAIR VALUE OF

DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS	3 Months Ended
	Mar. 31, 2018
DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS [Abstract]
DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS	(8) DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS ASC Topic 825, ''Disclosures About Fair Value of Financial Instruments,'' requires disclosure about the fair value of financial instruments. Carrying amounts for all financial instruments included in current assets and current liabilities approximate estimated fair values due to the short maturity of those instruments. The fair values of the Company's long-term debt are based on similar rates currently available to the Company. The Company believes the book value approximates fair value for the notes receivable. The Company follows ASC Topic 820, “Fair Value Measurements and Disclosures,” which defines fair value, establishes a framework for using fair value to measure assets and liabilities, and expands disclosures about fair value measurements. The statement establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of the inputs as follows: Level 1: Quoted prices are available in active markets for identical assets or liabilities. Level 2: Quoted prices in active markets for similar assets and liabilities that are observable for the asset or liability; or Level 3: Unobservable pricing inputs that are generally less observable from objective sources, such as discounted cash flow models or valuations. ASC Topic 820 requires financial assets and liabilities to be classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. There were no transfers between the fair value hierarchy levels during the quarters ended March 31, 2018 and 2017. 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, 2017 and March 31, 2018 by level within the fair value hierarchy: December 31, 2017 March 31, 2018 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Contingent Liabilities $ - $ - $ 321,000 $ - $ - $ 321,000 Embeded Derivatives derived from the Notes $ - $ - $ 170,000 $ - $ - $ 170,000 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 12 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, 2018, approximately $321,000 of contingent liabilities were recorded on the condensed consolidated balance sheets in other long-term obligations. Embedded Derivatives derived from the Notes are a derivative liability bifurcated from the Notes, as described in Note 6. The fair value of the Embedded Derivatives was determined as the difference in the fair values of the Notes with and without the embedded features. The fair value analysis utilized Monte Carlo simulations and probability-weighted discounted cash flow valuation techniques, which included the use of significant unobservable inputs. Those inputs included assumptions regarding the likelihood of occurrence of a Fundamental Transaction and projected financial results of the Company over the term of the Notes. Other significant inputs included the Company’s historical stock price volatility and risk-adjusted borrowing rates. Sensitivity of Significant Unobservable Inputs The following is a discussion of the sensitivity of significant unobservable inputs, the interrelationships between those inputs and other unobservable inputs used in recurring fair value measurement and how those inputs might magnify or mitigate the effect of changes in the unobservable inputs on the fair value measurement. Contingent liabilities The significant unobservable input used in fair value measurement of the Company’s contingent liability is the operating cash flow of one Office where the dentist has a put option whose value is calculated based on that Office’s operating cash flow over a 12 month period. A significant increase or decrease in the performance of this Office would result in a significant change in the fair value measurement. Embedded Derivatives derived from the Notes The significant unobservable input used in fair value measurement of the Company’s embedded derivatives derived from the Notes is the estimated likelihood of a Fundamental Transaction. A significant increase or decrease in the likelihood of a Fundamental Transaction taking place would result in a significant change in the fair value measurement.

SIGNIFICANT ACCOUNTING POLICI16

SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2018
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, 2018. 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 $26,000 in principal amount was outstanding at March 31, 2018. 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, 2018 or December 31, 2017.
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, 2018 and 2017.
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, 2018 and 2017 was approximately $53,000 and $35,000, respectively, related to stock options and restricted stock. 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, 2018 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, 2018 for the expected option term. The fair value of restricted stock granted to independent directors in June 2017 was calculated by taking the product of the number of shares granted times the stock price on the day the restricted stock was granted and spreading this value over the vesting period of the restricted stock.
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 February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). 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. The Company adopted ASU 2016-16 as of January 1, 2018 and it did not have a material effect on its consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230) Restricted Cash, The Company adopted this update as of January 1, 2018 and it did not have a material effect on its consolidated financial statements. In May 2017, the FASB issued ASU No. 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting. The Company adopted ASU 2017-09 as of January 1, 2018 and it did not have a material effect on its consolidated financial statements.

Revenue (Tables)

Revenue (Tables)	3 Months Ended
	Mar. 31, 2018
Revenue [Abstract]
Impact of Change in Accounting Policy	See the table below for the overall net effect of the change in the Company's revenue recognition procedures. Balance Sheet as of 12/31/2017 As Reported Effect of the Adoption of ASC Topic 606 Balance Sheet as of 1/1/2018 As Adjusted Accounts Receivable 3,772,514 444,294 4,216,808 Accrued Expenses 777,863 (12,825 ) 765,038 Accrued Payroll 2,009,720 157,640 2,167,360 Deferred Income Taxes Payable 101,482 74,870 176,352 Accumulated Deficit 3,833,947 (224,609 ) 3,609,338 12 Months Ended 12/31/2016 As Reported Effect of the Adoption of ASC Topic 606 12 Months Ended 12/31/2016 As Adjusted Revenue 61,762,294 283,570 62,045,864 Direct Expenses 59,920,759 86,050 60,006,809 Contribution From Dental Offices 1,841,535 197,520 2,039,055 Coporate Expenses 3,727,470 - 3,727,470 Operating Loss (1,885,935 ) 197,520 (1,688,415 ) Interest Expense 253,940 - 253,940 Loss Before Income Taxes (2,139,875 ) 197,520 (1,942,355 ) Income Tax Expense / (Benefit) (753,973 ) 49,380 (704,593 ) Net Loss (1,385,902 ) 148,140 (1,237,762 ) 12 Months Ended 12/31/2017 As Reported Effect of the Adoption of ASC Topic 606 12 Months Ended 12/31/2017 As Adjusted Revenue 60,712,404 160,723 60,873,127 Direct Expenses 59,851,062 58,766 59,909,828 Contribution From Dental Offices 861,342 101,957 963,299 Coporate Expenses 4,186,859 - 4,186,859 Operating Loss (3,325,517 ) 101,957 (3,223,560 ) Interest Expense 443,640 - 443,640 Loss Before Income Taxes (3,769,157 ) 101,957 (3,667,200 ) Income Tax Expense / (Benefit) (1,119,926 ) 25,489 (1,094,437 ) Net Loss (2,649,231 ) 76,468 (2,572,763 )

LOSS PER SHARE (Tables)

LOSS PER SHARE (Tables)	3 Months Ended
	Mar. 31, 2018
LOSS PER SHARE [Abstract]
Loss Per Share Calculation	The Company calculates net loss per share (“EPS”) in accordance with ASC Topic 260. Quarters Ended March 31, 2017 2018 Net Loss Shares Per Share Amount Net Loss Shares Per Share Amount Basic EPS $ (225,059 ) 1,860,261 $ (0.12 ) $ (477,991 ) 1,874,694 $ (0.25 ) Effect of Dilutive Stock Options - - - - - - Diluted EPS $ (225,059 ) 1,860,261 $ (0.12 ) $ (477,991 ) 1,874,694 $ (0.25 )

STOCK-BASED COMPENSATION PLANS

STOCK-BASED COMPENSATION PLANS (Tables)	3 Months Ended
	Mar. 31, 2018
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 2017 2018 Expected life (1) 4.0 5.0 Risk-free interest rate (2) 1.85 % 2.65 % Expected volatility (3) 51 % 72 % Expected dividend yield 0.00 % 0.00 % Expected forfeiture (4) 30.00 % 30.00 % (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 option activity as of March 31, 2018, 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, 2018 560,666 $ 14.99 $ 4.30 - $19.75 3.4 $ 55 Granted 10,000 $ 8.00 $ 8.00 - $8.00 Cancelled (10,000 ) $ 10.81 $ 4.30 - $14.45 Outstanding at March 31, 2018 560,666 $ 14.94 $ 4.30 - $19.75 3.2 $ 54 Exercisable at March 31, 2018 409,000 $ 16.41 $ 10.04 - $19.75 2.2 $ -
Summary of Restricted Stock Activity	A summary of restricted stock activity as of March 31, 2018, and changes during the quarter then ended, is presented below: Shares Weighted- Average Grant-Date Fair-Value Balance at January 1, 2018 8,000 $ 13.50 Granted - $ - Vested - $ - Balance at March 31, 2018 8,000 $ 13.50

DEBT (Tables)

DEBT (Tables)	3 Months Ended
	Mar. 31, 2018
DEBT [Abstract]
Schedule of Basis Spread on Variable Rates for Term Loan	Under the Fifth Amendment, the Term Loan bears interest as follows: Funded Debt / EBITDA (each as defined in the Fifth Amendment) LIBOR SPREAD Greater than 3.0 LIBOR + 3.75% Less than or equal to 3.0 but greater than 2.5 LIBOR + 3.25% Less than or equal to 2.5 but greater than 2.0 LIBOR + 2.90% Less than or equal to 2.0 LIBOR + 2.50%

DISCLOSURES ABOUT FAIR VALUE 21

DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)	3 Months Ended
	Mar. 31, 2018
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, 2017 and March 31, 2018 by level within the fair value hierarchy: December 31, 2017 March 31, 2018 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Contingent Liabilities $ - $ - $ 321,000 $ - $ - $ 321,000 Embeded Derivatives derived from the Notes $ - $ - $ 170,000 $ - $ - $ 170,000

LIQUIDITY AND FINANCIAL RESOU22

LIQUIDITY AND FINANCIAL RESOURCES UPDATE (Details) - USD ($) $ in Thousands	Dec. 28, 2017	Mar. 31, 2018	Oct. 02, 2017	Sep. 30, 2017	Jun. 30, 2017
Long-term Debt [Line Items]
Proceeds from private placement	$ 5,000
Minimum EBITDA amount					$ 870
Revolving Credit Facility [Member]
Long-term Debt [Line Items]
Amount outstanding				$ 500	$ 500
Maximum borrowing capacity	2,000		$ 1,100	$ 1,400
Repayments of debt	1,100
Maturity date		Mar. 31, 2023
Term Loan [Member]
Long-term Debt [Line Items]
Repayments of debt	$ 1,500

SIGNIFICANT ACCOUNTING POLICI23

SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Note Receivable [Abstract]
Outstanding principal amount of note receivables	$ 26,000
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	$ 211,000	$ 212,000
Impairment of Long-Lived and Intangible Assets [Abstract]
Impairment of long-lived and intangible assets	0	0
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock based compensation expense	$ 53,000	$ 35,000

Revenue (Details)

Revenue (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017	Dec. 31, 2016
CONDENSED CONSOLIDATED BALANCE SHEETS [Abstract]
Accounts Receivable	$ 4,206,930		$ 3,772,514
Accrued Expenses	804,524		777,863
Accrued Payroll	2,719,982		2,009,720
Deferred Income Taxes Payable	17,021		101,482
Accumulated Deficit	4,087,329		3,833,947
CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract]
Revenue	15,821,467	$ 15,660,680	60,712,404	$ 61,762,294
Direct Expenses	15,259,884	14,924,437	59,851,062	59,920,759
Contribution From Dental Offices	561,583	736,243	861,342	1,841,535
Corporate Expenses			4,186,859	3,727,470
Operating Loss	(473,180)	(269,299)	(3,325,517)	(1,885,935)
Interest Expense	164,143	72,423	443,640	253,940
Loss Before Income Taxes	(637,323)	(341,722)	(3,769,157)	(2,139,875)
Income Tax Expense / (Benefit)	(159,332)	(116,663)	(1,119,926)	(753,973)
Net Loss	$ (477,991)	$ (225,059)	$ (2,649,231)	(1,385,902)
ASC 606 [Member]
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Initial recognized contract percentage			40.00%
Contract percentage of the term			45.00%
Average period term of contract			20 months
Remaining contract percentage			15.00%
Cumulative impact to revenues and cost of sales			$ 224,609
Effect of the Adoption of ASC Topic 606 [Member] | ASC 606 [Member]
CONDENSED CONSOLIDATED BALANCE SHEETS [Abstract]
Accounts Receivable			444,294
Accrued Expenses			(12,825)
Accrued Payroll			157,640
Deferred Income Taxes Payable			74,870
Accumulated Deficit			(224,609)
CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract]
Revenue			160,723	283,570
Direct Expenses			58,766	86,050
Contribution From Dental Offices			101,957	197,520
Corporate Expenses			0	0
Operating Loss			101,957	197,520
Interest Expense			0	0
Loss Before Income Taxes			101,957	197,520
Income Tax Expense / (Benefit)			25,489	49,380
Net Loss			76,468	148,140
As Adjusted [Member] | ASC 606 [Member]
CONDENSED CONSOLIDATED BALANCE SHEETS [Abstract]
Accounts Receivable			4,216,808
Accrued Expenses			765,038
Accrued Payroll			2,167,360
Deferred Income Taxes Payable			176,352
Accumulated Deficit			3,609,338
CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract]
Revenue			60,873,127	62,045,864
Direct Expenses			59,909,828	60,006,809
Contribution From Dental Offices			963,299	2,039,055
Corporate Expenses			4,186,859	3,727,470
Operating Loss			(3,223,560)	(1,688,415)
Interest Expense			443,640	253,940
Loss Before Income Taxes			(3,667,200)	(1,942,355)
Income Tax Expense / (Benefit)			(1,094,437)	(704,593)
Net Loss			$ (2,572,763)	$ (1,237,762)

LOSS PER SHARE (Details)

LOSS PER SHARE (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Net loss, diluted [Abstract]
Net loss, basic EPS	$ (477,991)	$ (225,059)
Effect of dilutive stock options	0	0
Net loss, diluted EPS	$ (477,991)	$ (225,059)
Weighted average number of shares outstanding reconciliation [Abstract]
Weighted average number of shares, basic EPS (in shares)	1,874,694	1,860,261
Effect of dilutive stock options, shares (in shares)	0	0
Weighted average number of shares outstanding, diluted EPS (in shares)	1,874,694	1,860,261
Earnings per share, basic and diluted [Abstract]
Per share amount - basic EPS (in dollars per share)	$ (0.25)	$ (0.12)
Effect of dilutive stock option (in dollars per share)	0	0
Per share amount - diluted EPS (in dollars per share)	$ (0.25)	$ (0.12)
Antidilutive securities (in shares)	560,666	500,666

STOCK-BASED COMPENSATION PLAN26

STOCK-BASED COMPENSATION PLANS (Details) $ / shares in Units, $ in Thousands		Jun. 02, 2017shares	Mar. 31, 2018USD ($)Administrator$ / sharesshares	Mar. 31, 2017USD ($)$ / shares	Dec. 31, 2017USD ($)$ / sharesshares
Fair value assumptions [Abstract]
Expected life	[1]		5 years	4 years
Risk-free interest rate	[2]		2.65%	1.85%
Expected volatility	[3]		72.00%	51.00%
Expected dividend yield			0.00%	0.00%
Expected forfeiture	[4]		30.00%	30.00%
Stock Option [Member]
Options outstanding [Roll Forward]
Outstanding, beginning (in shares) | shares			560,666
Granted (in shares) | shares			10,000
Cancelled (in shares) | shares			(10,000)
Outstanding, ending (in shares) | shares			560,666		560,666
Exercisable (in shares) | shares			409,000
Options weighted average exercise price [Roll Forward]
Outstanding, beginning (in dollars per share)			$ 14.99
Granted (in dollars per share)			8
Cancelled (in dollars per share)			10.81
Outstanding, ending (in dollars per share)			14.94		$ 14.99
Exercisable (in dollars per share)			$ 16.41
Options, additional disclosures [Abstract]
Outstanding, weighted average remaining contractual term			3 years 2 months 12 days		3 years 4 months 24 days
Outstanding, aggregate intrinsic value | $			$ 54		$ 55
Exercisable, weighted average remaining contractual term			2 years 2 months 12 days
Exercisable, aggregate intrinsic value | $			$ 0
Weighted average grant date fair value of options (in dollars per share)			$ 4.85	$ 5.20
Total unrecognized compensation expense | $			$ 491	$ 491
Weighted average period for recognition			2 years 5 months 23 days
Stock Option [Member] | Minimum [Member]
Range of Exercise Prices [Abstract]
Outstanding, beginning of period (in dollars per share)			$ 4.30
Granted (in dollars per share)			8
Cancelled (in dollars per share)			4.30
Outstanding, end of period (in dollars per share)			4.30		$ 4.30
Exercisable (in dollars per share)			10.04
Stock Option [Member] | Maximum [Member]
Range of Exercise Prices [Abstract]
Outstanding, beginning of period (in dollars per share)			19.75
Granted (in dollars per share)			8
Cancelled (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
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vested options (in shares) | shares			8,000
Options, additional disclosures [Abstract]
Weighted average period for recognition			1 year 2 months 12 days
2005 Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vested options (in shares) | shares			373,500
Unvested options (in shares) | shares			3,166
2015 Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vested options (in shares) | shares			35,500
Unvested options (in shares) | shares			148,500
Maximum number of shares of Common Stock that can be delivered under the plan (in shares) | shares			200,000
Minimum number of plan administrators | Administrator			2
Shares available for issuance (in shares) | shares			6,000
2015 Plan [Member] | Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of vested shares in next 12 months		50.00%
Percentage of vested shares in next 24 months		50.00%
Options outstanding [Roll Forward]
Granted (in shares) | shares		2,000
[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.

STOCK-BASED COMPENSATION PLANS,

STOCK-BASED COMPENSATION PLANS, RESTRICTED STOCK (Details) - Restricted Stock [Member]	3 Months Ended
	Mar. 31, 2018USD ($)$ / sharesshares
Non-vested restricted stock awards, shares [Roll Forward]
Non-vested, beginning of period (in shares)	8,000
Granted (in shares)	0
Vested (in shares)	0
Non-vested, end of period (in shares)	8,000
Nonvested restricted stock awards, weighted average grant date fair value [Roll Forward]
Non-vested, beginning of period (in dollars per share) | $ / shares	$ 13.50
Granted (in dollars per share) | $ / shares	0
Vested (in dollars per share) | $ / shares	0
Non-vested, end of period (in dollars per share) | $ / shares	$ 13.50
Unrecognized compensation cost | $	$ 66,000
Unrecognized share-based compensation expense expected to be recognized over period	1 year 2 months 12 days
Shares expected to vest in future (in shares)	8,000

DEBT (Details)

DEBT (Details) - USD ($)	Dec. 28, 2017	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Oct. 02, 2017
Long-term Debt [Line Items]
Repayment of debt		$ 0	$ 5,994,487
EBITDA amount		392,000
Required covenant EBITDA		400,000
One-time accounting and valuation expenses excluded by bank		66,500
Face amount		5,000,000
Interest expense		164,143	$ 72,423	$ 443,640	$ 253,940
Debt discount related to embedded derivative		$ 170,000
Convertible Senior Subordinated Secured Notes [Member]
Long-term Debt [Line Items]
Amount outstanding	$ 4,990,000
Percentage of common stock outstanding converted	34.80%
Percentage of owning interest in surviving entity		50.00%
Maturity date		Sep. 30, 2023
Line of credit interest rate		5.00%
Interest rate if share trading price is less than $15 per share		5.00%
Number of consecutive trading days		30 days
Interest rate if share trading price is greater than $15 per share and less than $20 per share		2.50%
Interest rate if share trading price is greater than $20 per share		0.00%
Interest expense		$ 63,000
Convertible Senior Subordinated Secured Notes [Member] | Maximum [Member]
Long-term Debt [Line Items]
Share trading price if interest rate is 5% (in dollars per share)		$ 15
Share trading price if interest rate is 2.5% (in dollars per share)		$ 20
Cash flow leverage ratio		2
Convertible Senior Subordinated Secured Notes [Member] | Series A Preferred Stock [Member]
Long-term Debt [Line Items]
Number convertible shares (in shares)	10
Conversion price per share (in dollars per share)	$ 1,000
Proceeds from notes	$ 2,600,000
Convertible Senior Subordinated Secured Notes [Member] | Series B Preferred Stock [Member]
Long-term Debt [Line Items]
Number convertible shares (in shares)	1,000,000
Conversion price per share (in dollars per share)	$ 5
Term Loan [Member]
Long-term Debt [Line Items]
Long-term debt		$ 6,375,000
Term Loan [Member] | Forecast [Member]
Long-term Debt [Line Items]
Principal balance of term loan						$ 750,000	$ 2,100,000	$ 3,600,000	$ 4,750,000	$ 5,750,000
Term Loan [Member] | Debt Instrument, Redemption, Period One [Member]
Long-term Debt [Line Items]
Debt instrument, periodic payment		125,000
Term Loan [Member] | Debt Instrument, Redemption, Period Two [Member]
Long-term Debt [Line Items]
Debt instrument, periodic payment		$ 100,000
Term Loan [Member] | Debt Instrument, Redemption, Period Two [Member] | Maximum [Member]
Long-term Debt [Line Items]
Period after filing in which amount is due		30 days
Term Loan [Member] | Debt Instrument, Redemption, Period Two [Member] | Minimum [Member]
Long-term Debt [Line Items]
EBITDA measured		$ 2,400,000
Term Loan [Member] | Debt Instrument, Redemption, Period Three [Member]
Long-term Debt [Line Items]
Debt instrument, periodic payment		175,000
Term Loan [Member] | Debt Instrument, Redemption, Period Four [Member]
Long-term Debt [Line Items]
Debt instrument, periodic payment		175,000
Term Loan [Member] | Debt Instrument, Redemption, Period Five [Member]
Long-term Debt [Line Items]
Debt instrument, periodic payment		$ 100,000
Term Loan [Member] | Debt Instrument, Redemption, Period Five [Member] | Maximum [Member]
Long-term Debt [Line Items]
Period after filing in which amount is due		30 days
Term Loan [Member] | Debt Instrument, Redemption, Period Five [Member] | Minimum [Member]
Long-term Debt [Line Items]
EBITDA measured		$ 3,000,000
Term Loan [Member] | Debt Instrument Redemption Period Six [Member]
Long-term Debt [Line Items]
Debt instrument, periodic payment		200,000
Term Loan [Member] | Debt Instrument Redemption Period Seven [Member]
Long-term Debt [Line Items]
Debt instrument, periodic payment		200,000
Term Loan [Member] | Debt Instrument Redemption Period Eight [Member]
Long-term Debt [Line Items]
Debt instrument, periodic payment		250,000
Fifth Amendment [Member]
Long-term Debt [Line Items]
Repayment of debt	$ 1,500,000
Line of Credit [Member]
Long-term Debt [Line Items]
Unused amount of revolving line of credit percentage				0.25%
Line of Credit [Member] | Fifth Amendment [Member]
Long-term Debt [Line Items]
Repayment of debt	1,100,000
Maximum borrowing capacity	$ 2,000,000	$ 2,000,000									$ 1,100,000
LIBOR Borrowing Rate [Member] | Greater Than 3.0 [Member]
Long-term Debt [Line Items]
Basis spread on variable interest rate		3.75%
LIBOR Borrowing Rate [Member] | Less Than or Equal to 3.0 But Greater Than 2.5 [Member]
Long-term Debt [Line Items]
Basis spread on variable interest rate		3.25%
LIBOR Borrowing Rate [Member] | Less Than or Equal to 2.5 But Greater Than 2.0 [Member]
Long-term Debt [Line Items]
Basis spread on variable interest rate		2.90%
LIBOR Borrowing Rate [Member] | Less Than or Equal to 2.0 [Member]
Long-term Debt [Line Items]
Basis spread on variable interest rate		2.50%

DISCLOSURES ABOUT FAIR VALUE 29

DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS (Details)	3 Months Ended
	Mar. 31, 2018USD ($)Office	Dec. 31, 2017USD ($)
Contingent Liabilities [Abstract]
Number of trailing months of operating cash flow used to determine contingent liability	12 months
Number of offices | Office	1
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
Embedded Derivatives derived from the Notes	0	0
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Liabilities, Fair Value Disclosure [Abstract]
Contingent Liabilities Balance	0	0
Embedded Derivatives derived from the Notes	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
Embedded Derivatives derived from the Notes	$ 170,000	$ 170,000