Birner Dental Management Services (BDMS) 10-Q 14 Nov 18 2018 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2018	Nov. 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 Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		1,881,761
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Ex Transition Period	false
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2018
Document Fiscal Year Focus	2,018
Document Fiscal Period Focus	Q3

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
CURRENT ASSETS:
Cash	$ 196,288	$ 1,888,828
Accounts receivable, net of allowance for doubtful accounts of approximately $500,000 and $500,000, respectively	4,407,808	3,772,514
Note receivable	8,892	33,768
Prepaid expenses and other assets	991,012	655,310
Total current assets	5,604,000	6,350,420
PROPERTY AND EQUIPMENT, net	4,335,266	5,016,141
OTHER NONCURRENT ASSETS:
Intangible assets, net	5,242,629	5,876,053
Deferred charges and other assets	163,991	163,991
Total assets	15,345,886	17,406,605
CURRENT LIABILITIES:
Accounts payable	3,405,300	4,210,521
Accrued expenses	733,728	777,863
Accrued payroll and related expenses	2,447,485	2,009,720
Current maturities of long-term debt	6,253,767	750,000
Total current liabilities	12,840,280	7,748,104
LONG-TERM LIABILITIES:
Deferred tax liability, net	0	101,482
Bank credit facilities, net	0	5,684,085
Convertible senior subordinated secured notes, net	5,303,970	4,445,862
Other long-term obligations	1,010,654	1,190,811
Total liabilities	19,154,904	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 1,881,761 shares issued and outstanding, respectively	2,279,084	2,060,208
Accumulated deficit	(6,099,102)	(3,833,947)
Total shareholders' deficit	(3,820,018)	(1,773,739)
Total liabilities and shareholders' deficit	15,345,886	17,406,605
Series A Preferred Stock [Member]
LONG-TERM LIABILITIES:
PREFERRED STOCK	11,000	10,000
Series B Preferred Stock [Member]
LONG-TERM LIABILITIES:
PREFERRED STOCK	$ 0	$ 0

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
CURRENT ASSETS:
Allowance for doubtful accounts	$ 500,000	$ 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)	1,881,761	1,872,761
Common Stock, outstanding (in shares)	1,881,761	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)	11	11
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				9 Months Ended
	Sep. 30, 2018		Sep. 30, 2017		Sep. 30, 2018		Sep. 30, 2017
REVENUE:
Total Revenue	$ 15,120,693		$ 15,482,282		$ 46,143,135		$ 45,736,925
DIRECT EXPENSES:
Clinical salaries and benefits	9,310,110		9,593,128		28,547,003		28,167,507
Dental supplies	720,237		669,846		2,099,192		1,961,324
Laboratory fees	928,062		870,415		2,739,825		2,671,694
Occupancy	1,618,516		1,589,417		4,770,269		4,700,705
Advertising and marketing	153,750		144,004		416,955		471,275
Depreciation and amortization	709,612		840,893		2,188,471		2,661,939
General and administrative	1,224,558		1,448,614		3,828,790		3,966,372
Total Direct Expenses	14,664,845		15,156,317		44,590,505		44,600,816
Contribution from dental offices	455,848		325,965		1,552,630		1,136,109
CORPORATE EXPENSES:
General and administrative	1,066,810	[1]	908,267	[1]	3,156,672	[2]	2,879,641	[2]
Stock grant	0		0		0		175,000	[3]
Depreciation and amortization	31,013		38,518		95,087		123,466
OPERATING LOSS	(641,975)		(620,820)		(1,699,129)		(2,041,998)
OTHER EXPENSE:
Decrease in fair value of embedded derivatives	377,000		0		127,000		0
Interest expense, net	(300,946)		(110,075)		(635,149)		(276,987)
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	(565,921)		(730,895)		(2,207,278)		(2,318,985)
Income tax benefit	4,956		258,083		151,044		831,513
NET LOSS FROM CONTINUING OPERATIONS	(560,965)		(472,812)		(2,056,234)		(1,487,472)
DISCONTINUED OPERATIONS (Note 11)
Operating (Loss) attributable to assets disposed of	(102,636)		(130,390)		(387,315)		(302,193)
(Loss) recognized on dispositions	(78,061)		0		(78,061)		0
Income tax benefit	1,582		45,637		31,846		105,768
LOSS ON DISCONTINUED OPERATIONS	(179,115)		(84,753)		(433,530)		(196,425)
NET LOSS	$ (740,080)		$ (557,565)		$ (2,489,764)		$ (1,683,897)
Net loss per share of Common Stock - Basic and Diluted
Continuing Operations (in dollars per share)	$ (0.30)		$ (0.25)		$ (1.10)		$ (0.80)
Discontinued Operations (in dollars per share)	(0.09)		(0.05)		(0.23)		(0.10)
Net income per share of Common Stock - Basic and Diluted (in dollars per share)	$ (0.39)		$ (0.30)		$ (1.33)		$ (0.90)
Weighted average number of shares of Common Stock and dilutive securities
Basic and Diluted (in shares)	1,881,141		1,872,761		1,877,050		1,866,580
Dental Practice Revenue [Member]
REVENUE:
Total Revenue	$ 14,203,888		$ 14,496,485		$ 43,352,291		$ 42,720,674
Capitation Revenue [Member]
REVENUE:
Total Revenue	$ 916,805		$ 985,797		$ 2,790,844		$ 3,016,251
[1]	Corporate expenses - general and administrative includes $74,031 and $109,232 of stock-based compensation expense pursuant to ASC Topic 718 for the quarters ended September 30, 2017 and 2018, respectively.
[2]	Corporate expenses - general and administrative includes $160,286 and $218,876 of stock-based compensation expense pursuant to ASC Topic 718 for the nine months ended September 30, 2017 and 2018, respectively.
[3]	The Company issued 12,500 shares of Common Stock under a settlement agreement with an activist shareholder group. The shares were values at $175,000 based on the closing price of the Common Stock on the date of the grant.

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (Parenthetical) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Income Statement Compensation Expense Items [Abstract]
Common stock issued (in shares)				12,500
Value of common stock issued				$ 175,000
General and Administrative Expenses [Member]
Income Statement Compensation Expense Items [Abstract]
Stock based compensation expense	$ 109,232	$ 74,031	$ 218,876	$ 160,286

CONDENSED CONSOLIDATED STATEM_3

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	$ 218,876	0	218,876
Stock-based compensation expense (in shares)	9,000
Net loss	$ 0	(2,489,764)	(2,489,764)
BALANCES at Sep. 30, 2018	$ 2,279,084	$ (6,099,102)	$ (3,820,018)
BALANCES (in shares) at Sep. 30, 2018	1,881,761

CONDENSED CONSOLIDATED STATEM_4

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (2,489,764)	$ (1,683,897)
Adjustments to reconcile net loss to net cash provided (used) by operating activities:
Depreciation and amortization	2,283,558	2,871,549
Amortization of debt issuance costs	204,226	25,878
Stock-based compensation expense	218,876	160,286
Provision for doubtful accounts	566,144	652,086
Deferred income taxes	(176,352)	(890,288)
Stock grant	0	175,000	[1]
Discontinued operation costs	188,429	0
Decrease in fair value of embedded derivatives	(127,000)	0
Changes in assets and liabilities:
Accounts receivable	(757,145)	(1,451,807)
Prepaid expenses and other assets	(335,702)	(15,871)
Deferred charges and other assets	0	(8,250)
Accounts payable	(805,221)	1,625,900
Accrued expenses	(31,310)	(122,263)
Accrued payroll and related expenses	280,125	357,596
Other long-term obligations	(53,157)	(23,339)
Net cash provided (used) by operating activities	(1,034,293)	1,672,580
CASH FLOWS FROM INVESTING ACTIVITIES:
Note receivable	24,876	23,431
Capital expenditures	(1,157,687)	(520,852)
Net cash used in investing activities	(1,132,811)	(497,421)
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances - line of credit	1,677,445	20,329,290
Repayments - line of credit	(1,491,076)	(20,368,477)
Repayments - reducing revolving loan	(375,000)	(1,054,350)
Proceeds - subordinated secured notes and series A preferred stock	468,000	0
Accrued interest- senior subordinated secured notes	195,195	0
Net cash used in financing activities	474,564	(1,093,537)
NET CHANGE IN CASH	(1,692,540)	81,622
CASH, beginning of period	1,888,828	157,923
CASH, end of period	196,288	239,545
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	274,219	302,589
Cash received for income taxes	$ 6,506	$ 46,992
[1]	The Company issued 12,500 shares of Common Stock under a settlement agreement with an activist shareholder group. The shares were values at $175,000 based on the closing price of the Common Stock on the date of the grant.

UNAUDITED CONDENSED CONSOLIDATE

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	9 Months Ended
	Sep. 30, 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 September 30, 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 and nine months ended September 30, 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, GOING CONCERN, AND F

LIQUIDITY, GOING CONCERN, AND FINANCIAL RESOURCES UPDATE	9 Months Ended
	Sep. 30, 2018
LIQUIDITY, GOING CONCERN, AND FINANCIAL RESOURCES UPDATE [Abstract]
LIQUIDITY, GOING CONCERN, AND FINANCIAL RESOURCES UPDATE	(2) LIQUIDITY, GOING CONCERN, 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 over $5 million in private placements as described below. In July 2017, the Company received notice of events of default and acceleration 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”). On December 28, 2017, following discussions and negotiations with the Bank and a number of potential investors and lenders over several months, 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 “Initial Notes”) and 10 attached shares of Series A Convertible Preferred Stock (the “Series A 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. The Company was not in compliance with a required EBITDA covenant under the Loan Agreement at June 30, 2018. On August 15, 2018, the Company entered into the First Follow-On Securities Purchase Agreement (the “Follow-On Purchase Agreement”) with PAD II, an affiliate of the Palm Investors . Under the Follow-On Purchase Agreement, on August 15, 2018, the Company sold to PAD II Notes in the aggregate principal amount of $467,000 together with one attached share of Series A Convertible Preferred Stock for $1,000 per share (the “Follow-On Notes” and, together with the Initial Notes, the “Notes”), which permitted the Company to regain compliance with the EBITDA covenant as permitted under the Loan Agreement. The Follow-On Notes have the same terms as the Initial Notes issued in December 2017 and are also governed by the Securities Purchase Agreement. The Company was not in compliance with the required EBITDA covenant under the Loan Agreement at September 30, 2018. On October 3, 2018, the Company and the Bank entered into the Sixth Amendment to the Loan Agreement (the “Sixth Amendment”), in conjunction with the Company’s entering into an Agreement and Plan of Merger (the “Merger Agreement”) with Mid-Atlantic Dental Services Holdings, LLC (“Mid-Atlantic Dental”) and Bronco Acquisition, Inc. (the “Merger Sub”) under which, subject to the terms and conditions thereof, Merger Sub will merge with and into the Company (the “Merger”), with the Company as the surviving corporation and a wholly owned subsidiary of Mid-Atlantic Dental, as further described in Note 12. Among other things, the Sixth Amendment defers until the earlier of the closing of the Merger Agreement or February 28, 2019 the payment of certain amounts that may be otherwise due under the Credit Facility consisting of “2018-2019 Required Principal Curtailments” as defined in the Sixth Amendment totaling $300,000 and potential cure payments related to failure to achieve certain financial covenants under the Credit Facility, including the EBITDA covenant as of September 30, 2018 (“Cure Amounts”). Quarterly “Required Amortization Payments”, as defined in the Sixth Amendment, of $125,000 must be paid as scheduled. If the Merger Agreement terminates for any reason other than (i) the entry by the Company into a “Superior Proposal Termination” as defined in the Sixth Amendment resulting in the execution and delivery by Borrower of a “Superior Proposal Definitive Agreement” as defined in the Sixth Amendment, which will continue such deferral, or (ii) a termination in which the Company receives a “Termination Fee” (as defined in the Sixth Amendment) from Mid-Atlantic Dental, the Company is required to pay the Bank the 2018-2019 Required Principal Curtailment payment, all required Cure Amounts that remain outstanding and reduce the outstanding principal balance of the revolving loans under the Credit Facility to not more than $200,000 (“Total Curtailment Payments”). If the Merger Agreement terminates and the Company receives the Termination Fee, which totals $2.0 million, the Company is required to pay the Bank the greater of 50% of such Termination Fee or an amount that equals the Total Curtailment Payments. Upon closing of the transactions contemplated by the Merger Agreement, the Bank will be paid in full. See Note 7 for additional information regarding the Notes and the Credit Facility. Due to the above issues, there is substantial doubt about the Company’s ability to continue as a going concern. If the closing occurs under the Merger Agreement, the Company is expected to become a wholly owned subsidiary of Mid-Atlantic Dental during the first quarter of 2019. See Note 12 for additional information regarding the Merger and the Merger Agreement.

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 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 September 30, 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 $9,000 in principal amount was outstanding at September 30, 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 September 30, 2018 or December 31, 2017. Intangible Assets The Company’s dental practice acquisitions have involved 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 allocated 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 September 30, 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 September 30, 2018 and 2017 was approximately $109,000 and $74,000, respectively, related to stock options and restricted stock. Total stock-based compensation expense included in the Company’s condensed consolidated statements of operations for the nine months ended September 30, 2018 and 2017 was approximately $219,000 and $160,000, respectively, related to stock options. 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 September 30, 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 September 30, 2018 for the expected option term. The fair value of restricted stock granted to independent directors in 2017 and 2018 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 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). Leases (Topic 842) Targeted Improvements In February 2018, the FASB issued ASU 2018-02, Reporting Comprehensive Income In March 2018, the FASB issued ASU 2018-05, Income Taxes (Topic 740) In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) In August 2018, the FASB issued ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40)

REVENUE

REVENUE	9 Months Ended
	Sep. 30, 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 prior guidance. The Company’s revenue includes premium and service revenues. Service revenue includes net patient revenue that is recorded based upon established billing rates, less allowances for contractual adjustments, and are recognized as services are provided. The Company identified service revenue associated with the placement of orthodontic braces and crown and bridge procedures as contracts that are affected by the adoption of Topic 606. For these two revenue streams, the Company identified distinct performance obligations for the placement of braces and for crown 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 recognizes 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. The Company 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 brace and crown and bridge procedures. The Company analyzed the net effect of Topic 606 as if it had not been implemented in 2018, and the differences in each line item are immaterial.

LOSS PER SHARE

LOSS PER SHARE	9 Months Ended
	Sep. 30, 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 September 30, 2017 2018 Net Loss Shares Per Share Amount Net Loss Shares Per Share Amount Basic EPS $ (557,565 ) 1,872,761 $ (0.30 ) $ (740,080 ) 1,881,141 $ (0.39 ) Effect of Dilutive Stock Options - - - - - - Diluted EPS $ (557,565 ) 1,872,761 $ (0.30 ) $ (740,080 ) 1,881,141 $ (0.39 ) For the quarters ended September 30, 2018 and 2017, options to purchase 542,500 and 542,999 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. Nine Months Ended September 30, 2017 2018 Net Loss Shares Per Share Amount Net Loss Shares Per Share Amount Basic EPS $ (1,683,897 ) 1,866,580 $ (0.90 ) $ (2,489,764 ) 1,877,050 $ (1.33 ) Effect of Dilutive Stock Options - - - - - - Diluted EPS $ (1,683,897 ) 1,866,580 $ (0.90 ) $ (2,489,764 ) 1,877,050 $ (1.33 ) For the nine months ended September 30, 2018 and 2017, options to purchase 542,500 and 542,999 shares, respectively, of 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	9 Months Ended
	Sep. 30, 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 September 30, 2018, there were 298,750 vested options and 1,250 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 replaced the 2005 Plan. The Company’s shareholders approved an amendment to the 2015 Plan at the June 2018 annual meeting of shareholders to reserve an additional 200,000 shares of Common Stock for issuance. After this amendment, the maximum number of shares of Common Stock that may be delivered to participants and their beneficiaries under the 2015 Plan is 400,000. 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 individuals 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 September 30, Nine Months Ended September 30, Valuation Assumptions 2017 2018 2017 2018 Expected life (1) 4.00 3.75 4.56 4.04 Risk-free interest rate (2) 1.81 % 2.84 % 1.79 % 2.75 % Expected volatility (3) 55 % 92 % 50 % 87 % Expected dividend yield - - - - Expected forfeiture (4) 30.00 % 26.32 % 11.70 % 28.57 % (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 September 30, 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 73,500 $ 6.86 $ 5.30 - $8.00 Cancelled (91,666 ) $ 9.60 $ 4.30 - $19.75 Outstanding at September 30, 2018 542,500 $ 13.36 $ 4.30 - $18.95 3.6 $ 17 Exercisable at September 30, 2018 351,584 $ 15.56 $ 10.04 - $18.95 2.4 $ - The weighted average grant date fair values of options granted during the quarters ended September 30, 2018 and 2017 were $4.36 per share and $5.68 per share, respectively. As of September 30, 2018, there was approximately $512,000 of total unrecognized compensation expense related to non-vested stock options, which is expected to be recognized over a weighted average period of 2.45 years. A summary of restricted stock activity as of September 30, 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 18,000 $ 5.50 Vested (7,000 ) $ 11.21 Balance at September 30, 2018 19,000 $ 6.77 As of September 30, 2018, total unrecognized share-based compensation expense from unvested restricted stock was $107,000 which is expected to be recognized over a weighted average period of approximately 1.49 years. As of September 30, 2018, 19,000 shares were expected to vest in the future. See Note 12 for a summary of the treatment of options and restricted stock in the Merger.

DEBT

DEBT	9 Months Ended
	Sep. 30, 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 Palm Investors 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 $6.125 million as of September 30, 2018, and approximately $186,000 was drawn on the $2.0 million revolving line of credit as of September 30, 2018. Under the Fifth Amendment, the Term Loan bears interest as follows: Funded Debt / EBITDA (each as defined in the Fifth 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 is 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 nine months ended September 30, 2018, the Company’s Adjusted EBITDA was $803,000, and was $1.0 million after adding back Bank-allowed one-time adjustments of $221,000, which was less than the required Bank covenant amount of $1.4 million. The one-time adjustments include $468,000 related to the PAD II financing discussed in Note 2, $66,000 related to accounting and valuation consulting services the Company utilized in connection with the Palm Investors financing completed in December 2017, and reduced by $313,000 of Adjusted EBITDA associated with discontinued operations. As a result, all Bank debt totaling approximately $6.3 million is classified as current as of September 30, 2018. On October 3, 2018, the Company and the Bank entered into the Sixth Amendment, in conjunction with the Company’s entering into the Merger Agreement with Mid-Atlantic Dental as further described in Note 12 below. Among other things, the Sixth Amendment defers until the earlier of the closing of the Merger Agreement or February 28, 2019 the payment of certain amounts that may be otherwise due under the Credit Facility and potential cure payments related to failure to achieve certain financial covenants under the Credit Facility. For additional information on the Sixth Amendment and the Company’s payments due or waived under the Credit Facility, see Note 2 above. Upon closing of the transactions contemplated by the Merger Agreement, the Bank will be paid in full. 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 the Initial Notes. 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 was used for vendor payments, working capital, capital expenditures, and other general corporate purposes. On August 15, 2018, the Company entered into the Follow-On Purchase Agreement with PAD II. Under the Follow-On Purchase Agreement, the Company sold the Follow-On Notes, which permitted the Company to regain compliance with the EBITDA covenant as permitted under the Loan Agreement. The net proceeds from the Follow-On Notes were used for working capital and capital expenditures. See Note 2 for additional discussion of these transactions. The Notes and attached shares of Series A Preferred Stock are convertible at the option of the holders into shares of Series B Convertible Preferred Stock (“Series B 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 Preferred Stock into Series B Preferred Stock and (ii) conversion of the Series B Preferred Stock into the Company’s Common Stock, the Palm Parties beneficially own in the aggregate 1,132,444 shares of Common Stock, representing approximately 37.6% of the Company’s outstanding shares of Common Stock as of September 30, 2018. 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 $195,000 was recognized as interest expense during the nine months ended September 30, 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. The Company, the Bank and the Palm Parties have entered into a Subordination Agreement and the Company and the Palm Parties entered into a Security Agreement and Registration Rights Agreement. Under the Subordination Agreement, the Palm Parties and their successors in interest subordinated their rights under the Notes, the Series A Preferred Stock and the Series B 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. Under the Registration Rights Agreement, the Company granted the Palm Parties and their successors in interest the right to demand registration under the Securities Act of 1933, as amended, of the resale of the shares of Common Stock underlying the Series B Preferred Stock. The Company also granted certain “piggy-back” registration rights in the Registration Rights Agreement. If the Company failed to meet certain performance targets set forth in the Securities Purchase Agreement, the Palm Parties had the exclusive right, voting separately as a class, to designate to the Board a third Palm Investor director, in which case the Board was required to 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) failed to meet any of the modified performance targets set forth in the Securities Purchase Agreement or (b) failed to comply with a financial covenant under the Loan Agreement, the Board was 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 would 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 would be composed of a majority of Palm Parties directors. The Company failed to meet certain performance targets as of June 30, 2018. As a result, on July 16, 2018, Paul Valuck D.D.S. resigned from the Board and Burton J. Rubin was appointed to the Board representing the third Palm Parties director. In addition, the Board has formed a search committee for the purposes described above.

DISCLOSURES ABOUT FAIR VALUE OF

DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS	9 Months Ended
	Sep. 30, 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.

FAIR VALUE MEASUREMENTS AND DIS

FAIR VALUE MEASUREMENTS AND DISCLOSURES	9 Months Ended
	Sep. 30, 2018
FAIR VALUE MEASUREMENTS AND DISCLOSURES [Abstract]
FAIR VALUE MEASUREMENTS AND DISCLOSURES	(9) FAIR VALUE MEASUREMENTS AND DISCLOSURES 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 September 30, 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 September 30, 2018 by level within the fair value hierarchy: December 31, 2017 September 30, 2018 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Contingent Liabilities $ - $ - $ 321,000 $ - $ - $ 321,000 Embedded Derivatives derived from the Notes $ - $ - $ 170,000 $ - $ - $ 43,000 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 September 30, 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 7. 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. As of September 30, 2018, the value of the Embedded Derivative changed from previous periods given the probability of a Fundamental Transaction taking place in the near term in light of the Merger Agreement entered into by the Company on October 3, 2018.

COMMON STOCK ISSUANCES

COMMON STOCK ISSUANCES	9 Months Ended
	Sep. 30, 2018
COMMON STOCK ISSUANCES [Abstract]
COMMON STOCK ISSUANCES	(10) COMMON STOCK ISSUANCES During the quarter ended June 30, 2017, the Company issued 12,500 shares of Common Stock under a settlement agreement with an activist shareholder group. The shares were valued at $175,000 based on the closing price of the Common Stock on the date of the grant. On June 20, 2017 and June 20, 2018, the independent directors of the Board were granted 2,000 shares each of restricted Common Stock pursuant to the 2015 Plan. On July 25, 2018, 2,000 shares of restricted Common Stock were granted to a newly appointed board member. Fifty percent of the shares vest 12 months from the grant date, and the remaining shares vest 24 months from the grant date. On August 21, 2018, 4,000 shares of restricted Common Stock were granted to an independent consultant. One hundred percent of the shares vest 24 months from the grant date.

DISCONTINUED OPERATIONS

DISCONTINUED OPERATIONS	9 Months Ended
	Sep. 30, 2018
DISCONTINUED OPERATIONS [Abstract]
DISCONTINUED OPERATIONS	(11) DISCONTINUED OPERATIONS Discontinued operations includes the results attributable to two Offices. One Office in Monument, Colorado was sold and the other Office in Tempe, Arizona is no longer open to patients but continues to be used as a corporate office for the Arizona region. This Office is being actively marketed to obtain a subtenant unaffiliated with the Company. For all periods presented, the loss from discontinued operations includes both the current and historical results from operations and, for the quarter and nine months ended September 30, 2018, a loss on sale of the Monument Office.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2018
SUBSEQUENT EVENTS [Abstract]
SUBSEQUENT EVENTS	(12) SUBSEQUENT EVENTS Merger Agreement On October 3, 2018, the Company entered into the Merger Agreement with Mid-Atlantic Dental and Merger Sub, a wholly owned subsidiary of Mid-Atlantic Dental, providing for the acquisition of the Company by Mid-Atlantic Dental. Under the Merger Agreement, Merger Sub will merge with and into the Company, with the Company as the surviving corporation and a wholly owned subsidiary of Mid-Atlantic Dental. At the effective time of the Merger, each share (each share, except for the shares described in this paragraph in clauses (i), (ii) and (iii) below, an “Eligible Share”) of the Company’s Common Stock then outstanding (other than (i) those shares owned by the Company, Mid-Atlantic Dental or any subsidiary of Mid-Atlantic Dental (which will be cancelled without any consideration), (ii) any shares as to which dissenters’ rights have been perfected and not withdrawn or lost (which will be cancelled and converted into the right to receive a payment determined in accordance with the dissenters’ rights), and (iii) any shares of Company Common Stock subject to vesting, repurchase or other lapse of restrictions) will be automatically converted into the right to receive (A) $10.62 per Eligible Share in cash, without interest and less applicable withholding taxes (the “Cash Consideration”), and (B) one contractual contingent value right (each, a “CVR”), which represents the right to receive a contingent cash payment of $0.13 per Eligible Share, less certain permitted expense amounts calculated on a per CVR basis (the “CVR Consideration” and, together with the Cash Consideration, the “Merger Consideration”), subject to and in accordance with a Contingent Value Rights Agreement (the “CVR Agreement”) to be entered into between Mid-Atlantic Dental and a rights agent. The Merger Agreement contains certain termination rights, in which the Company may be required to pay Mid-Atlantic Dental a termination fee of $2.0 million if the Merger Agreement is terminated under certain circumstances. At the effective time of the Merger, each then-outstanding unexercised option to acquire shares of the Company’s Common Stock will be cancelled in exchange for an amount in cash equal to the excess, if any, of $10.62 over the exercise price per share of Common Stock subject to such option multiplied by the number of shares of Common Stock subject to such option. Such “in the money” options will also receive one CVR per share of Common Stock subject to such option. So-called “underwater” or “out of the money” options, where the exercise price per share of Common Stock subject to such options is more than or equal to $10.62, will be cancelled without consideration and will not receive CVRs.. Each then-outstanding share of restricted stock subject solely to time-based vesting, repurchase or other lapse of restrictions will be cancelled in exchange for (i) an amount in cash equal to $10.62 (subject to any applicable withholding tax), and (ii) one CVR. For further information on the proposed Merger, the Merger Agreement and the CVR Agreement, please refer to the Merger Agreement, a copy of which has been filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 3, 2018. The transaction is currently expected to be completed in the first quarter of 2019, subject to shareholder approval and other customary closing conditions. Sixth Amendment to Loan Agreement On October 3, 2018, the Company entered into the Sixth Amendment with the Bank. Among other things, the Sixth Amendment defers until the earlier of the closing of the Merger Agreement or February 28, 2019 the payment of certain amounts that may be otherwise due under the Credit Facility and potential cure payments related to failure to achieve certain financial covenants under the Credit Facility. For additional information on the Sixth Amendment and the Company’s payments due or waived under the Credit Facility, see Notes 2 and 7 above.

SIGNIFICANT ACCOUNTING POLICI_2

SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 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 September 30, 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 $9,000 in principal amount was outstanding at September 30, 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 September 30, 2018 or December 31, 2017.
Intangible Assets	Intangible Assets The Company’s dental practice acquisitions have involved 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 allocated 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 September 30, 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 September 30, 2018 and 2017 was approximately $109,000 and $74,000, respectively, related to stock options and restricted stock. Total stock-based compensation expense included in the Company’s condensed consolidated statements of operations for the nine months ended September 30, 2018 and 2017 was approximately $219,000 and $160,000, respectively, related to stock options. 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 September 30, 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 September 30, 2018 for the expected option term. The fair value of restricted stock granted to independent directors in 2017 and 2018 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 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). Leases (Topic 842) Targeted Improvements In February 2018, the FASB issued ASU 2018-02, Reporting Comprehensive Income In March 2018, the FASB issued ASU 2018-05, Income Taxes (Topic 740) In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) In August 2018, the FASB issued ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40)

LOSS PER SHARE (Tables)

LOSS PER SHARE (Tables)	9 Months Ended
	Sep. 30, 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 September 30, 2017 2018 Net Loss Shares Per Share Amount Net Loss Shares Per Share Amount Basic EPS $ (557,565 ) 1,872,761 $ (0.30 ) $ (740,080 ) 1,881,141 $ (0.39 ) Effect of Dilutive Stock Options - - - - - - Diluted EPS $ (557,565 ) 1,872,761 $ (0.30 ) $ (740,080 ) 1,881,141 $ (0.39 ) For the quarters ended September 30, 2018 and 2017, options to purchase 542,500 and 542,999 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. Nine Months Ended September 30, 2017 2018 Net Loss Shares Per Share Amount Net Loss Shares Per Share Amount Basic EPS $ (1,683,897 ) 1,866,580 $ (0.90 ) $ (2,489,764 ) 1,877,050 $ (1.33 ) Effect of Dilutive Stock Options - - - - - - Diluted EPS $ (1,683,897 ) 1,866,580 $ (0.90 ) $ (2,489,764 ) 1,877,050 $ (1.33 )

STOCK-BASED COMPENSATION PLANS

STOCK-BASED COMPENSATION PLANS (Tables)	9 Months Ended
	Sep. 30, 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 September 30, Nine Months Ended September 30, Valuation Assumptions 2017 2018 2017 2018 Expected life (1) 4.00 3.75 4.56 4.04 Risk-free interest rate (2) 1.81 % 2.84 % 1.79 % 2.75 % Expected volatility (3) 55 % 92 % 50 % 87 % Expected dividend yield - - - - Expected forfeiture (4) 30.00 % 26.32 % 11.70 % 28.57 % (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 September 30, 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 73,500 $ 6.86 $ 5.30 - $8.00 Cancelled (91,666 ) $ 9.60 $ 4.30 - $19.75 Outstanding at September 30, 2018 542,500 $ 13.36 $ 4.30 - $18.95 3.6 $ 17 Exercisable at September 30, 2018 351,584 $ 15.56 $ 10.04 - $18.95 2.4 $ -
Summary of Restricted Stock Activity	A summary of restricted stock activity as of September 30, 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 18,000 $ 5.50 Vested (7,000 ) $ 11.21 Balance at September 30, 2018 19,000 $ 6.77

DEBT (Tables)

DEBT (Tables)	9 Months Ended
	Sep. 30, 2018
DEBT [Abstract]
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 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%

FAIR VALUE MEASUREMENTS AND D_2

FAIR VALUE MEASUREMENTS AND DISCLOSURES (Tables)	9 Months Ended
	Sep. 30, 2018
FAIR VALUE MEASUREMENTS AND DISCLOSURES [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 September 30, 2018 by level within the fair value hierarchy: December 31, 2017 September 30, 2018 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Contingent Liabilities $ - $ - $ 321,000 $ - $ - $ 321,000 Embedded Derivatives derived from the Notes $ - $ - $ 170,000 $ - $ - $ 43,000

LIQUIDITY, GOING CONCERN, AND_2

LIQUIDITY, GOING CONCERN, AND FINANCIAL RESOURCES UPDATE (Details) - USD ($)	Oct. 03, 2018	Aug. 15, 2018	Dec. 28, 2017	Sep. 30, 2018	Dec. 27, 2017
Long-term Debt [Abstract]
Proceed from notes payable		$ 468,000
Revolving Credit Facility [Member]
Long-term Debt [Abstract]
Repayments of debt			$ 1,100,000
Maximum borrowing capacity			2,000,000		$ 1,100,000
Maturity date				Mar. 31, 2023
Term Loan [Member]
Long-term Debt [Abstract]
Repayments of debt			1,500,000
Series A Preferred Stock [Member]
Long-term Debt [Abstract]
Number of convertible shares (in shares)		1
Proceed from notes payable		$ 467,000
Share price (in dollars per share)		$ 1,000
Convertible Senior Subordinated Secured Notes [Member]
Long-term Debt [Abstract]
Proceeds from private placement			$ 5,000,000
Maturity date				Sep. 30, 2023
Convertible Senior Subordinated Secured Notes [Member] | Series A Preferred Stock [Member]
Long-term Debt [Abstract]
Number of convertible shares (in shares)			10
Sixth Amendment [Member] | Subsequent Event [Member]
Long-term Debt [Abstract]
Credit facility, covenant	$ 300,000
Required scheduled amortization payments	125,000
Termination fee	2,000,000
Sixth Amendment [Member] | Maximum [Member] | Subsequent Event [Member]
Long-term Debt [Abstract]
Curtailment payments	$ 200,000

SIGNIFICANT ACCOUNTING POLICI_3

SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Note Receivable [Abstract]
Outstanding principal amount of note receivables	$ 9,000		$ 9,000
Maturity date			Oct. 31, 2018
Interest rate on notes receivable			6.00%
Allowance for doubtful accounts	0		$ 0		$ 0
Intangible Assets [Abstract]
Life of the management agreement			40 years
Amortization period for contract			25 years
Amortization expense	211,000	$ 211,000	$ 633,000	$ 633,000
Impairment of Long-Lived and Intangible Assets [Abstract]
Impairment of long-lived and intangible assets	0	0
Stock Options [Member]
Income Statement Compensation Expense Items [Abstract]
Stock based compensation expense			$ 219,000	$ 160,000
Stock Options and Restricted Stock [Member]
Income Statement Compensation Expense Items [Abstract]
Stock based compensation expense	$ 109,000	$ 74,000

REVENUE (Details)

REVENUE (Details) - ASC 606 [Member]	12 Months Ended
	Dec. 31, 2017USD ($)
Revenue, Initial Application Period Cumulative Effect Transition [Abstract]
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

LOSS PER SHARE (Details)

LOSS PER SHARE (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Net loss, diluted [Abstract]
Net loss, basic EPS	$ (740,080)	$ (557,565)	$ (2,489,764)	$ (1,683,897)
Effect of dilutive stock options	0	0	0	0
Net loss, diluted EPS	$ (740,080)	$ (557,565)	$ (2,489,764)	$ (1,683,897)
Weighted average number of shares outstanding reconciliation [Abstract]
Weighted average number of shares, basic EPS (in shares)	1,881,141	1,872,761	1,877,050	1,866,580
Effect of dilutive stock options, shares (in shares)	0	0	0	0
Weighted average number of shares outstanding, diluted EPS (in shares)	1,881,141	1,872,761	1,877,050	1,866,580
Earnings per share, basic and diluted [Abstract]
Per share amount - basic EPS (in dollars per share)	$ (0.39)	$ (0.30)	$ (1.33)	$ (0.90)
Effect of dilutive stock option (in dollars per share)	0	0	0	0
Per share amount - diluted EPS (in dollars per share)	$ (0.39)	$ (0.30)	$ (1.33)	$ (0.90)
Antidilutive securities (in shares)	542,500	542,999	542,500	542,999

STOCK-BASED COMPENSATION PLAN_2

STOCK-BASED COMPENSATION PLANS (Details) $ / shares in Units, $ in Thousands		Aug. 21, 2018shares	Jul. 25, 2018shares	Jun. 20, 2018shares	Jun. 20, 2017shares	Sep. 30, 2018USD ($)Administrator$ / sharesshares	Sep. 30, 2017$ / shares	Sep. 30, 2018USD ($)Administrator$ / sharesshares	Sep. 30, 2017	Dec. 31, 2017USD ($)$ / sharesshares
Valuation Techniques [Abstract]
Expected life	[1]					3 years 9 months	4 years	4 years 14 days	4 years 6 months 22 days
Risk-free interest rate	[2]					2.84%	1.81%	2.75%	1.79%
Expected volatility	[3]					92.00%	55.00%	87.00%	50.00%
Expected dividend yield						0.00%	0.00%	0.00%	0.00%
Expected forfeiture	[4]					26.32%	30.00%	28.57%	11.70%
Stock Option [Member]
Options outstanding [Roll Forward]
Outstanding, beginning (in shares) | shares								560,666
Granted (in shares) | shares								73,500
Cancelled (in shares) | shares								(91,666)
Outstanding, ending (in shares) | shares						542,500		542,500		560,666
Exercisable (in shares) | shares						351,584		351,584
Options weighted average exercise price [Roll Forward]
Outstanding, beginning (in dollars per share)								$ 14.99
Granted (in dollars per share)								6.86
Cancelled (in dollars per share)								9.60
Outstanding, ending (in dollars per share)						$ 13.36		13.36		$ 14.99
Exercisable (in dollars per share)						$ 15.56		$ 15.56
Options, additional disclosures [Abstract]
Outstanding, weighted average remaining contractual term								3 years 7 months 6 days		3 years 4 months 24 days
Outstanding, aggregate intrinsic value | $						$ 17		$ 17		$ 55
Exercisable, weighted average remaining contractual term								2 years 4 months 24 days
Exercisable, aggregate intrinsic value | $						$ 0		$ 0
Weighted average grant date fair value of options (in dollars per share)						$ 4.36	$ 5.68
Total unrecognized compensation expense | $						$ 512		$ 512
Weighted average period for recognition								2 years 5 months 12 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)								5.30
Cancelled (in dollars per share)								4.30
Outstanding, end of period (in dollars per share)						$ 4.30		4.30		$ 4.30
Exercisable (in dollars per share)						10.04		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)								19.75
Outstanding, end of period (in dollars per share)						18.95		18.95		$ 19.75
Exercisable (in dollars per share)						$ 18.95		$ 18.95
Restricted Stock [Member]
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract]
Vested options (in shares) | shares						19,000		19,000
Percentage of vested shares in next 12 months			50.00%
Percentage of vested shares in next 24 months		100.00%	50.00%
Options, additional disclosures [Abstract]
Weighted average period for recognition								1 year 5 months 26 days
2005 Plan [Member]
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract]
Vested options (in shares) | shares						298,750		298,750
Unvested options (in shares) | shares						1,250		1,250
2015 Plan [Member]
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract]
Vested options (in shares) | shares						52,834		52,834
Unvested options (in shares) | shares						189,666		189,666
Additional shares reserved for issuance (in shares) | shares						200,000		200,000
Maximum number of shares of Common Stock that can be delivered under the plan (in shares) | shares						400,000		400,000
Minimum number of plan administrators | Administrator						2		2
Shares available for issuance (in shares) | shares						129,500		129,500
2015 Plan [Member] | Restricted Stock [Member]
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract]
Percentage of vested shares in next 12 months				50.00%	50.00%
Percentage of vested shares in next 24 months				50.00%	50.00%
Options outstanding [Roll Forward]
Granted (in shares) | shares		4,000	2,000	2,000	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] - USD ($)	Aug. 21, 2018	Jul. 25, 2018	Sep. 30, 2018
Non-vested restricted stock awards, shares [Roll Forward]
Non-vested, beginning of period (in shares)			8,000
Granted (in shares)	4,000	2,000	18,000
Vested (in shares)			(7,000)
Non-vested, end of period (in shares)			19,000
Nonvested restricted stock awards, weighted average grant date fair value [Roll Forward]
Non-vested, beginning of period (in dollars per share)			$ 13.50
Granted (in dollars per share)			5.50
Vested (in dollars per share)			11.21
Non-vested, end of period (in dollars per share)			$ 6.77
Unrecognized compensation cost			$ 107,000
Unrecognized share-based compensation expense expected to be recognized over period			1 year 5 months 26 days
Shares expected to vest in future (in shares)			19,000

DEBT (Details)

DEBT (Details) - USD ($)

Aug. 15, 2018

Dec. 28, 2017

Sep. 30, 2018

Sep. 30, 2017

Sep. 30, 2018

Sep. 30, 2017

Dec. 31, 2017

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Dec. 31, 2018

Oct. 02, 2017

Debt Instruments [Abstract]

Repayment of debt

$ 1,491,076

$ 20,368,477

EBITDA amount

803,000

Amount of generated EBITDA after adding back Bank allowed one-time adjustment

1,000,000

Amount of generated EBITDA after adding back Bank allowed one-time adjustments less than required bank covenant

221,000

One-time accounting and valuation expenses excluded by bank

66,000

Face amount

$ 313,000

313,000

Required covenant EBITDA

1,400,000

Proceed from notes payable

$ 468,000

Current debt

6,253,767

6,253,767

$ 750,000

Interest expense

$ 300,946

$ 110,075

635,149

$ 276,987

Debt discount related to embedded derivative

$ 43,000

Series A Preferred Stock [Member]

Debt Instruments [Abstract]

Proceed from notes payable

$ 467,000

Number of convertible shares (in shares)

1

Convertible Senior Subordinated Secured Notes [Member]

Debt Instruments [Abstract]

Percentage of common stock outstanding converted

37.60%

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

$ 195,000

Convertible Senior Subordinated Secured Notes [Member] | Maximum [Member]

Debt Instruments [Abstract]

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]

Debt Instruments [Abstract]

Number of convertible shares (in shares)

10

Proceeds from notes

$ 2,600,000

Convertible Senior Subordinated Secured Notes [Member] | Series B Preferred Stock [Member]

Debt Instruments [Abstract]

Number of convertible shares (in shares)

1,132,444

1,132,444

Conversion price per share (in dollars per share)

$ 5

Term Loan [Member]

Debt Instruments [Abstract]

Maximum borrowing capacity

$ 186,000

$ 186,000

Long-term debt

6,125,000

6,125,000

Term Loan [Member] | Forecast [Member]

Debt Instruments [Abstract]

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]

Debt Instruments [Abstract]

Debt instrument, periodic payment

125,000

Term Loan [Member] | Debt Instrument, Redemption, Period Two [Member]

Debt Instruments [Abstract]

Debt instrument, periodic payment

$ 100,000

Term Loan [Member] | Debt Instrument, Redemption, Period Two [Member] | Maximum [Member]

Debt Instruments [Abstract]

Period after filing in which amount is due

30 days

Term Loan [Member] | Debt Instrument, Redemption, Period Two [Member] | Minimum [Member]

Debt Instruments [Abstract]

EBITDA measured

2,400,000

$ 2,400,000

Term Loan [Member] | Debt Instrument, Redemption, Period Three [Member]

Debt Instruments [Abstract]

Debt instrument, periodic payment

175,000

Term Loan [Member] | Debt Instrument, Redemption, Period Four [Member]

Debt Instruments [Abstract]

Debt instrument, periodic payment

175,000

Term Loan [Member] | Debt Instrument, Redemption, Period Five [Member]

Debt Instruments [Abstract]

Debt instrument, periodic payment

100,000

Term Loan [Member] | Debt Instrument, Redemption, Period Five [Member] | Maximum [Member]

Debt Instruments [Abstract]

Period after filing in which amount is due

30 days

Term Loan [Member] | Debt Instrument, Redemption, Period Five [Member] | Minimum [Member]

Debt Instruments [Abstract]

EBITDA measured

3,000,000

$ 3,000,000

Term Loan [Member] | Debt Instrument Redemption Period Six [Member]

Debt Instruments [Abstract]

Debt instrument, periodic payment

200,000

Term Loan [Member] | Debt Instrument Redemption Period Seven [Member]

Debt Instruments [Abstract]

Debt instrument, periodic payment

200,000

Term Loan [Member] | Debt Instrument Redemption Period Eight [Member]

Debt Instruments [Abstract]

Debt instrument, periodic payment

250,000

Fifth Amendment [Member]

Debt Instruments [Abstract]

Repayment of debt

$ 1,500,000

Line of Credit [Member]

Debt Instruments [Abstract]

Unused amount of revolving line of credit percentage

0.25%

Line of Credit [Member] | Fifth Amendment [Member]

Debt Instruments [Abstract]

Repayment of debt

1,100,000

Maximum borrowing capacity

$ 2,000,000

$ 2,000,000

$ 2,000,000

$ 1,100,000

LIBOR Borrowing Rate [Member] | Greater Than 3.0 [Member]

Debt Instruments [Abstract]

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]

Debt Instruments [Abstract]

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]

Debt Instruments [Abstract]

Basis spread on variable interest rate

2.90%

LIBOR Borrowing Rate [Member] | Less Than or Equal to 2.0 [Member]

Debt Instruments [Abstract]

Basis spread on variable interest rate

2.50%

FAIR VALUE MEASUREMENTS AND D_3

FAIR VALUE MEASUREMENTS AND DISCLOSURES (Details)	9 Months Ended
	Sep. 30, 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
Recurring [Member] | Fair Value Measurement Using, Level 1 [Member]
Liabilities, Fair Value Disclosure [Abstract]
Contingent Liabilities	$ 0	$ 0
Embedded Derivatives derived from the Notes	0	0
Recurring [Member] | Fair Value Measurement Using, Level 2 [Member]
Liabilities, Fair Value Disclosure [Abstract]
Contingent Liabilities	0	0
Embedded Derivatives derived from the Notes	0	0
Recurring [Member] | Fair Value Measurement Using, Level 3 [Member]
Liabilities, Fair Value Disclosure [Abstract]
Contingent Liabilities	321,000	321,000
Embedded Derivatives derived from the Notes	$ 43,000	$ 170,000

COMMON STOCK ISSUANCES (Details

COMMON STOCK ISSUANCES (Details) - USD ($)	Aug. 21, 2018	Jul. 25, 2018	Jun. 20, 2018	Jun. 20, 2017	Jun. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Common Stock Issuances [Abstract]
Common stock issued (in shares)					12,500		12,500
Value of common stock issued					$ 175,000		$ 175,000
Restricted Stock [Member]
Common Stock Issuances [Abstract]
Granted (in shares)	4,000	2,000				18,000
Percentage of vested shares in next 12 months		50.00%
Percentage of vested shares in next 24 months	100.00%	50.00%
2015 Plan [Member] | Restricted Stock [Member]
Common Stock Issuances [Abstract]
Granted (in shares)			2,000	2,000
Percentage of vested shares in next 12 months			50.00%	50.00%
Percentage of vested shares in next 24 months			50.00%	50.00%

DISCONTINUED OPERATIONS (Detail

DISCONTINUED OPERATIONS (Details)	Sep. 30, 2018Office
DISCONTINUED OPERATIONS [Abstract]
Number of offices included in discontinued operations	2
Number of offices sold	1

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - Mid-Atlantic Dental [Member] - Subsequent Event [Member] $ / shares in Units, $ in Millions	Oct. 03, 2018USD ($)$ / sharesshares
Merger Agreement [Abstract]
Common stock converted into right to receive eligible share in cash (in dollars per share)	$ 10.62
Contractual contingent value right (in shares) | shares	1
Contingent cash payment per eligible share (in dollars per share)	$ 0.13
Termination fee | $	$ 2