UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549





FORM 10-Q


(Mark One)





x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the quarterly period ended
September 30, 2010





OR





o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the transition period from

to





Commission file number 0-23367





BIRNER DENTAL MANAGEMENT SERVICES, INC.(Exact name of registrant as specified in its charter)








COLORADO

84-1307044(State or other jurisdiction of incorporation or organization)

(IRS EmployerIdentification No.)








3801 EAST FLORIDA AVENUE, SUITE 508

DENVER, COLORADO
80210(Address of principal executive offices)
(Zip Code)





(303) 691-0680(Registrant’s telephone number, including area code)








Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes  x    No  o





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  o     No  o





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):





Large accelerated filer   o
Accelerated filer   o
Non-accelerated filer  o
Smaller reporting company   x(Do not check if a smallerreporting company)





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


Yes   o  No   x





Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.




Class

Shares Outstanding as of November 8, 2010Common Stock, no par value

1,850,119












BIRNER DENTAL MANAGEMENT SERVICES, INC. AND SUBSIDIARIES


INDEX TO FORM 10-Q








PART I - FINANCIAL INFORMATION





Item 1
Financial Statements
PageCondensed Consolidated Balance Sheets as of December 31, 2009 and September 30, 2010 (Unaudited)
3Unaudited Condensed Consolidated Statements of Income for the Quarters and Nine MonthsEnded September 30, 2009 and 2010
4Unaudited Condensed Consolidated Statements of Shareholders’ Equity andComprehensive Income as of September 30, 2010
5Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2009 and 2010
6Unaudited Notes to Condensed Consolidated Financial Statements
8Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
15Item 4
Controls and Procedures
26PART II - OTHER INFORMATIONItem 2
Unregistered Sales of Equity Securities and Use of Proceeds
27Item 6
Exhibits
28Signatures
29




2
 Index


PART I - FINANCIAL INFORMATION





ITEM 1.  FINANCIAL STATEMENTS




BIRNER DENTAL MANAGEMENT SERVICES, INC. AND SUBSIDIARIES
 CONDENSED CONSOLIDATED BALANCE SHEETS


December 31,


September 30,ASSETS

2009


2010**


(Unaudited)CURRENT ASSETS:Cash and cash equivalents

$
779,622


$
859,332Accounts receivable, net of allowance for doubtful accounts of $371,762 and $343,582, respectively


3,124,160



3,297,174Deferred tax asset


195,170



195,170Prepaid expenses and other assets


433,222



613,990Total current assets


4,532,174



4,965,666PROPERTY AND EQUIPMENT, net


3,532,011



4,838,996OTHER NONCURRENT ASSETS:Intangible assets, net


12,842,285



12,167,020Deferred charges and other assets


153,734



155,674Notes receivable


191,557



172,141Total assets

$
21,251,761


$
22,299,497LIABILITIES AND SHAREHOLDERS’ EQUITYCURRENT LIABILITIES:Accounts payable

$
1,934,468


$
1,926,932Accrued expenses


1,716,395



2,736,634Accrued payroll and related expenses


1,795,968



2,185,307Income taxes payable


267,160



-Current maturities of long-term debt


920,000



920,000Liabilities related to discontinued operations


-



77,520Total current liabilities


6,633,991



7,846,393LONG-TERM LIABILITIES:Deferred tax liability, net


526,036



871,572Long-term debt, net of current maturities


4,362,024



3,500,000Other long-term obligations


2,112,395



2,189,379Total liabilities


13,634,446



14,407,344SHAREHOLDERS' EQUITY:Preferred Stock, no par value, 10,000,000 shares authorized; none outstanding


-



-Common Stock, no par value, 20,000,000 shares authorized;1,858,135 and 1,849,656 shares issued and outstanding, respectively


164,255



303,973Retained earnings


7,475,212



7,596,800Accumulated other comprehensive loss


(22,152
)


(8,620
)Total shareholders' equity


7,617,315



7,892,153Total liabilities and shareholders' equity

$
21,251,761


$
22,299,497




** Derived from the Company’s audited consolidated balance sheet at December 31, 2009.
 
 The accompanying notes are an integral part of these financial statements.




3
 Index




BIRNER DENTALMANAGEMENT SERVICES, INC. AND SUBSIDIARIES
 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
 (UNAUDITED)
 
 Quarters Ended

September 30,


Nine Months Ended

September 30,2009


2010


2009


2010REVENUE:

$
14,588,691


$
16,049,646


$
44,963,723


$
48,243,182DIRECT EXPENSES:Clinical salaries and benefits


8,434,145



8,970,172



25,872,853



27,445,532Dental supplies


568,200



730,339



1,678,634



1,975,194Laboratory fees


646,717



660,160



1,958,880



2,076,093Occupancy


1,179,136



1,320,627



3,514,062



3,908,228Advertising and marketing


135,718



226,083



313,839



707,422Depreciation and amortization


552,213



630,139



1,683,666



1,788,269General and administrative


1,138,382



1,422,274



3,398,301



4,019,77312,654,511



13,959,794



38,420,235



41,920,511Contribution from dental offices


1,934,180



2,089,852



6,543,488



6,322,671CORPORATE EXPENSES:General and administrative


1,049,806
(1)


1,186,046
(1)


3,212,726
(2)


3,441,372
(2)Depreciation and amortization


21,170



19,542



65,720



63,489OPERATING INCOME


863,204



884,264



3,265,042



2,817,810Interest expense, net


49,797



32,524



119,755



129,543INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES


813,407



851,740



3,145,287



2,688,267Income tax expense


341,633



366,217



1,321,021



1,155,924INCOME FROM CONTINUING OPERATIONS


471,774



485,523



1,824,266



1,532,343DISCONTINUED OPERATIONS (Note 9):Operating (loss) attributable to assets disposed of


(183,144
)


0



(451,880
)


(250,125
)(Loss) recognized on dispositions


-



0



-



(268,598
)Income tax benefit


76,920



0



189,790



223,051LOSS ON DISCONTINUED OPERATIONS


(106,224
)


0



(262,090
)


(295,672
)NET INCOME

$
365,550


$
485,523


$
1,562,176


$
1,236,671Net income per share of Common Stock - BasicContinuing Operations

$
0.25


$
0.26


$
0.98


$
0.82Discontinued Operations


(0.05
)


-



(0.14
)


(0.15
)Net income per share of Common Stock - Basic

$
0.20


$
0.26


$
0.84


$
0.67Net income per share of Common Stock - DilutedContinuing Operations

$
0.25


$
0.26


$
0.96


$
0.81Discontinued Operations


(0.06
)


-



(0.14
)


(0.16
)Net income per share of Common Stock - Diluted

$
0.19


$
0.26


$
0.82


$
0.65Cash dividends per share of Common Stock

$
0.17


$
0.20


$
0.51


$
0.60Weighted average number of shares of Common Stock and dilutive securities:Basic


1,872,924



1,851,828



1,863,054



1,859,470Diluted


1,914,748



1,893,082



1,896,252



1,899,203
 
 (1)
Corporate expense - general and administrative includes $163,693 of stock-based compensation expense pursuant to ASC Topic 718 and $81,792 related to a long-term incentive program for the quarter ended September 30, 2009 and $153,020 of stock-based compensation expense pursuant to ASC Topic 718 and $84,348 related to a long-term incentive program for the quarter ended September 30, 2010.
 (2)
Corporate expense - general and administrative includes $498,786 of stock-based compensation expense pursuant to ASC Topic 718 and $163,584 related to a long-term incentive program for the nine months ended September 30, 2009 and $454,781 of stock-based compensation expense pursuant to ASC Topic 718 and $253,044 related to a long-term incentive program for the nine months ended September 30, 2010.


The accompanying notes are an integral part of these financial statements.




4
 Index





BIRNER DENTAL MANAGEMENT SERVICES, INC. AND SUBSIDIARIES
 CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
 (UNAUDITED)
 
 Common StockShares


Amount


Other Comprehensive Income


Retained Earnings


Shareholders' EquityBALANCES, December 31, 2009


1,858,135


$
164,255


$
(22,152
)

$
7,475,212


$
7,617,315Common Stock options exercised


26,259



19,310



-



-



19,310Purchase and retirement of Common Stock


(34,738
)


(587,417
)


-



-



(587,417
)Dividends declared on Common Stock


-



-



-



(1,115,083
)


(1,115,083
)Stock-based compensation expense


-



707,825



-



-



707,825Other comprehensive income


-



-



13,532



-



13,532Net income, nine months ended September 30, 2010


-



-



-



1,236,671



1,236,671BALANCES, September 30, 2010


1,849,656


$
303,973


$
(8,620
)

$
7,596,800


$
7,892,153
 
 
 
 
 STATEMENT OF COMPREHENSIVE INCOME FOR NINE MONTHS ENDED SEPTEMBER 30, 2010
 (UNAUDITED)
 
 Net income

$
1,236,671Other comprehensive income


13,532Comprehensive income

$
1,250,203


The accompanying notes are an integral part of these financial statements.


5
 Index




BIRNER DENTALMANAGEMENT SERVICES, INC. AND SUBSIDIARIES
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (UNAUDITED)


Nine Months EndedSeptember 30,2009


2010CASH FLOWS FROM OPERATING ACTIVITIES:Net income

$
1,562,176


$
1,236,671Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization


1,897,257



1,851,758Stock-based compensation expense


662,370



707,825Provision for doubtful accounts


431,047



443,982Provision for deferred income taxes


(114,891
)


-Discontinued operations costs


-



283,421Changes in assets and liabilities net of effects from acquisitions:Accounts receivable


(640,619
)


(616,996
)Prepaid expenses and other assets


(26,612
)


(148,911
)Deferred charges and other assets


7,405



(1,940
)Accounts payable


329,717



(7,536
)Accrued expenses


223,817



385,945Accrued payroll and related expenses


330,736



389,339Income taxes payable


(81,561
)


78,377Other long-term obligations


(7,935
)


76,984Net cash provided by operating activities


4,572,907



4,678,919CASH FLOWS USED IN INVESTING ACTIVITIES:Notes receivable - related parties, net


-



19,416Capital expenditures


(558,919
)


(410,914
)Development or acquisition of new dental centers


(350,000
)


(1,716,323
)Net cash used in investing activities


(908,919
)


(2,107,821
)CASH FLOWS FROM FINANCING ACTIVITIES:Advances – line of credit


9,908,874



16,996,579Repayments – line of credit


(11,989,394
)


(17,168,602
)Repayments – Term Loan


(690,000
)


(690,000
)Proceeds from exercise of Common Stock options


413,397



19,310Purchase and retirement of Common Stock


(705,834
)


(587,417
)Tax benefit of Common Stock options exercised


(1,224
)


-Common Stock cash dividends


(949,953
)


(1,061,258
)Net cash used in financing activities


(4,014,134
)


(2,491,388
)NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS


(350,146
)


79,710CASH AND CASH EQUIVALENTS, beginning of period


1,234,991



779,622CASH AND CASH EQUIVALENTS, end of period

$
884,845


$
859,332




The accompanying notes are an integral part of these financial statements.




6
 Index




BIRNER DENTAL MANAGEMENT SERVICES, INC. AND SUBSIDIARIES
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (UNAUDITED)


Nine Months EndedSeptember 30,2009


2010SUPPLEMENTAL DISCLOSURE OF CASHFLOW INFORMATION:Cash paid during the year for interest

$
149,507


$
177,223Cash paid during the year for income taxes

$
1,328,907


$
854,498NON-CASH ITEM:Gain recognized on interest rate swap (net of taxes)

$
14,843


$
13,532Accrued expense related to de novo office capital expenditures

$
-


$
594,000Tax credits on fixed asset purchases

$
-


$
345,537




The accompanying notes are an integral part of these financial statements.




7
 Index





BIRNER DENTAL MANAGEMENT SERVICES, INC. AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


September 30, 2010





(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, 2009.





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, 2010 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, 2010 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.





(2)
SIGNIFICANT ACCOUNTING POLICIES





Basis of Presentation/Basis of Consolidation





The accompanying condensed consolidated financial statements have been prepared on the accrual basis of accounting. These financial statements present the financial position and results of operations of the Company and the dental offices (“Offices”), which are under the control of the Company.  The Offices are organized as professional corporations (“P.C.s”) and the Company provides its business services to the Offices under long-term management agreements (the “Management Agreements”).  All intercompany accounts and transactions have been eliminated in the consolidation.  Certain prior year amounts have been reclassified to conform to the presentation used in 2010. Such reclassifications had no effect on net income.  As discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, the Company, among other things, restated its consolidated income statements for the quarter and nine months ended September 30, 2009 to record revenue and clinical salaries on a gross basis.  The restatement had no effect on contribution from dental offices, operating income, net income, earnings per share, the consolidated balance sheets, the consolidated statements of shareholders’ equity and comprehensive income, or the consolidated statements of cash flows.





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 income reflect revenue, which is the amount billed to patients less contractual adjustments. Direct expenses consist of all the expenses incurred in operating the Offices and paid by the Company.  Under the Management Agreements, the Company assumes responsibility for the management of most aspects of the Offices' business (the Company does not engage in the practice of dentistry or the provision of dental hygiene services), including personnel recruitment and training; comprehensive administrative, business and marketing support and advice; and facilities, equipment, and support personnel as required to operate the practice.





The Company prepares its consolidated financial statements in accordance with 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.


8
 Index


Revenue





Revenue is generally recognized when services are provided and are reported at estimated net realizable amounts due from insurance companies, preferred provider and health maintenance organizations (i.e., third-party payors) and patients for services rendered, net of contractual and other adjustments.  Dental services are billed and collected by the Company in the name of the Offices.





Revenue under certain third-party payor agreements is subject to audit and retroactive adjustments. To the Company’s knowledge, there are no material claims, disputes or other unsettled matters that exist concerning third-party reimbursements as of September 30, 2010.





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.





Intangible Assets





The Company's dental practice acquisitions involve the purchase of tangible and intangible assets and the assumption of certain liabilities of the acquired dental Offices. As part of the purchase price allocation, the Company allocates the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed, based on estimated fair market values. Costs of acquisition in excess of the net estimated fair value of tangible assets acquired and liabilities assumed are allocated to the Management Agreement related to the Office. The Management Agreement represents the Company's right to manage the Offices during the 40-year term of the Management Agreement. The assigned value of the Management Agreement is amortized using the straight-line method over a period of 25 years.  Amortization was $225,089 and $195,098 for the quarters ended September 30, 2010 and 2009, respectively.  Amortization was $675,266 and $585,185 for the nine months ended September 30, 2010 and 2009, respectively.





The Management Agreements cannot be terminated by a P.C without cause, consisting primarily of bankruptcy or material default by the Company.





If facts and circumstances indicate that the carrying value of long-lived and intangible assets may be impaired, an evaluation of recoverability would be performed. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset would be compared to the asset’s carrying amount to determine if a write-down to market value or discounted cash flow value would be required.





Stock Options





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 income for the quarters ended September 30, 2010 and 2009 was approximately $237,000 and $245,000, respectively.  For the quarter ended September 30, 2010, stock-based compensation expense consisted of approximately $153,000 related to ASC Topic 718 expense (stock option expense) and approximately $84,000 related to restricted stock units granted under the Company’s long-term incentive program (the “LTIP”).  The LTIP was adopted by the Board of Directors on June 3, 2009 and provides for long-term performance-based cash and stock opportunities for the executive officers of the Company.  For the quarter ended September 30, 2009, stock-based compensation expense consisted of approximately $164,000 related to stock option expense and approximately $82,000 related to restricted stock units granted under the LTIP.  Total stock-based compensation expense included in the Company’s condensed consolidated statements of income for the nine months ended September 30, 2010 and 2009 was approximately $708,000 and $662,000, respectively.  For the nine months ended September 30, 2010, stock-based compensation expense consisted of approximately $455,000 related to stock option expense and approximately $253,000 related to restricted stock units granted under the LTIP.  For the nine months ended September 30, 2009, stock-based compensation expense consisted of approximately $499,000 related to stock option expense and approximately $164,000 related to restricted stock units granted under the LTIP.  Total stock-based compensation expense was recorded as a component of corporate general and administrative expense.


9
 Index


The Black-Scholes option-pricing model was used to estimate the option fair values. The option-pricing model requires a number of assumptions, of which the most significant are expected stock price volatility, the expected pre-vesting forfeiture rate, expected dividend rate and the expected option term (the amount of time from the grant date until the options are exercised or expire). Expected volatility was calculated based upon actual historical stock price movements over the most recent periods ended September 30, 2010 equal to the expected option term. Expected pre-vesting forfeitures were estimated based on actual historical pre-vesting forfeitures over the most recent periods ended September 30, 2010 for the expected option term.





Recent Accounting Pronouncements





In January 2010, the FASB issued new accounting guidance relating to improving disclosures about fair value measurement. The new accounting guidance requires new disclosures and clarifies certain existing disclosure requirements about fair value measurements. A reporting entity is required to disclose significant transfers in and out of Level 1 and Level 2 fair value measurements, to describe the reasons for the transfers and to present separately information about purchases, sales, issuances and settlements for fair value measurements using significant unobservable inputs. This new accounting guidance is effective on January 1, 2010, except for the disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair value measurements, which is effective on January 1, 2011 and early adoption is permitted. The Company adopted this guidance on January 1, 2010, but it did not have a material impact on the Company’s consolidated financial statements.





(3)
EARNINGS PER SHARE





The Company calculates earnings per share in accordance with ASC Topic 260.





Quarters Ended September 30,2009


2010Net Income


Shares


Per Share Amount


Net Income


Shares


Per Share AmountBasic EPS

$
365,550



1,872,924


$
0.20


$
485,523



1,851,828


$
0.26Effect of Dilutive Stock Options


-



41,824



(0.01
)


-



41,254



-Diluted EPS

$
365,550



1,914,748


$
0.19


$
485,523



1,893,082


$
0.26





The difference in weighted average shares outstanding between basic earnings per share and diluted earnings per share for the quarters ended September 30, 2010 and 2009 relates to the effect of 41,254 and 41,824 shares, respectively, of dilutive shares of the Company’s Common Stock (“Common Stock”) from stock options, which are included in total shares for the diluted calculation.  For the quarters ended September 30, 2010 and 2009, options to purchase 296,350 and 246,350 shares, respectively, of Common Stock were not included in the computation of dilutive earnings per share because their effect was anti-dilutive.





Nine Months Ended September 30,2009


2010Net Income


Shares


Per Share Amount


Net Income


Shares


Per Share AmountBasic EPS

$
1,562,176



1,863,054


$
0.84


$
1,236,671



1,859,470


$
0.67Effect of Dilutive Stock Options


-



33,198



(0.02
)


-



39,733



(0.02
)Diluted EPS

$
1,562,176



1,896,252


$
0.82


$
1,236,671



1,899,203


$
0.65





The difference in weighted average shares outstanding between basic earnings per share and diluted earnings per share for the nine months ended September 30, 2010 and 2009 relates to the effect of 39,733 and 33,198 shares, respectively, of dilutive shares of Common Stock from stock options, which are included in total shares for the diluted calculation.  For the nine months ended September 30, 2010 and 2009, options to purchase 296,350 and 295,605 shares, respectively, of Common Stock were not included in the computation of dilutive earnings per share because their effect was anti-dilutive.


10
 Index


(4)
STOCK-BASED COMPENSATION PLANS





At the Company’s June 2005 annual meeting of shareholders, the shareholders approved the 2005 Equity Incentive Plan (“2005 Plan”). An amendment to the 2005 Plan was approved at the June 2009 annual meeting of shareholders to increase the number of authorized shares of Common Stock issuable under the 2005 Plan from 425,000 shares to 625,000 shares. The 2005 Plan provides for the grant of incentive stock options, restricted stock, restricted stock units and stock grants to employees (including officers and employee-directors) and non-statutory stock options to employees, directors and consultants. The objectives of this plan include attracting and retaining the best personnel and providing for additional performance incentives by providing employees with the opportunity to acquire equity in the Company. As of September 30, 2010, there were 103,568 shares available for issuance under the 2005 Plan. The exercise price of stock options issued under the 2005 Plan is equal to the market price, or market price plus 10% for shareholders who own greater than 10% of the Company, at the date of grant. These stock options expire seven years, or five years for shareholders who own greater than 10% of the Company, from the date of the grant and vest annually over a service period ranging from three to five years. The 2005 Plan is administered by a committee of two or more independent directors from the Company’s Board of Directors (the “Committee”). The Committee determines the eligible individuals to whom awards under the 2005 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 life of any award, and any other terms and conditions of the awards in addition to those contained in the 2005 Plan.As of September 30, 2010, there were 207,876 vested options and 146,062 unvested options under the 2005 Plan.





The Employee Stock Option Plan (the “Employee Plan”) was adopted by the Board of Directors effective as of October 30, 1995, as amended on September 4, 1997, February 28, 2002, and June 8, 2004.  The Board of Directors reserved 479,250 shares of Common Stock for issuance under the Employee Plan. The Employee Plan provided for the grant of incentive stock options to employees (including officers and employee-directors) and non-statutory stock options to employees, directors and consultants. The Employee Plan expired by its terms on October 30, 2005. As of September 30, 2010, there were 31,000 vested options outstanding and zero unvested options outstanding under the Employee Plan.





The Company uses the Black-Scholes pricing model to estimate the fair value of each option granted with the following weighted average assumptions:





Quarters Ended


Nine Months EndedSeptember 30,


September 30,Valuation Assumptions

2009 (5)


2010 (5)


2009


2010Expected life (1)


-



-



3.2



3.4Risk-free interest rate (2)


-



-



1.30
%


1.62
%Expected volatility (3)


-



-



69
%


59
%Expected dividend yield


-



-



6.33
%


4.50
%Expected Forteiture (4)


-



-



4.97
%


8.49
%




(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.
 (5)
The Company did not issue any options during the quarters ended September 30, 2010 or 2009.




11
 Index


A summary of option activity as of September 30, 2010, and changes during the nine months 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 December 31, 2009


393,251


$
16.28


$
9.66 - $21.85



3.2


$
879Granted


65,000


$
15.62


$
15.22 - $17.13Exercised


69,563


$
10.84


$
9.66 - $17.81Forfeited


3,750


$
15.70


$
15.22 - $17.61Outstanding at September 30, 2010


384,938


$
17.16


$
9.66 - $21.85



3.3


$
658Exercisable at September 30, 2010


238,876


$
18.07


$
9.66 - $21.85



2.5


$
280




The weighted average grant date fair values of options granted were $5.16 per option and $3.69 per option during the nine months ended September 30, 2010 and 2009, respectively.  Net cash proceeds from the exercise of stock options during the nine months ended September 30, 2010 and 2009 were $19,310 and $413,397, respectively. The associated income tax benefit from stock options exercised during the nine months ended September 30, 2010 and 2009 was $0 and ($1,223), respectively.  As of the date of exercise, the total intrinsic values of options exercised during the nine months ended September 30, 2010 and 2009 were $422,868 and $360,201, respectively. As of September 30, 2010, there was approximately $402,000 of total unrecognized compensation expense related to non-vested stock options, which is expected to be recognized over a weighted average period of 1.88 years.





(5)
LONG TERM INCENTIVE PROGRAM





On June 3, 2009, the Compensation Committee of the Board of Directors adopted the LTIP.  The LTIP, which operates under the 2005 Plan, provides for long-term performance-based cash and stock opportunities for the executive officers of the Company.  Details of the LTIP are as follows:





The Company’s executive officers may earn an aggregate of up to $1,050,000 in cash and up to 80,000 shares of Common Stock of the Company.  The Company issued restricted stock units with respect to the 80,000 shares.  Frederic W. Birner, the Company’s Chairman and Chief Executive Officer, Dennis N. Genty, the Company’s Chief Financial Officer, and Mark A. Birner, D.D.S., the Company’s President, may earn up to 50%, 25% and 25% of the foregoing amounts, respectively.  Of the foregoing amounts, 24%, 33% and 43% can be earned in each of 2009, 2010 and 2011, respectively.





The executive officers may earn the foregoing amounts through achievement by the Company of performance targets related to patient revenue growth, practice additions, adjusted EBITDA margin and earnings per share growth.  The executive officers will earn 100% of the amounts allocated to a particular year if the Company exceeds all four of the annual performance targets, 90% if the Company exceeds three of the four annual performance targets, 66.7% if the Company exceeds two of the four annual performance targets, and 0% if the Company achieves fewer than two of the four annual performance targets.  The Compensation Committee will review each of the performance targets annually and will administer the LTIP.





All amounts vest only if the executive officer is employed by the Company on December 31, 2011 and will be payable during the first quarter of 2012.





For the quarter ended September 30, 2010, the Company accrued approximately $78,000 related to the cash portion and recorded approximately $84,000 of stock-based compensation for the equity portion, respectively, of the LTIP.  For the nine months ended September 30, 2010, the Company accrued approximately $234,000 related to the cash portion and recorded approximately $253,000 of stock-based compensation for the equity portion, respectively, of the LTIP.


12
 Index


(6)
DIVIDENDS





The Company has declared and paid the following quarterly cash dividends.





Date Dividend Paid

Quarterly Dividend Paid per ShareApril 11, 2008; July 11, 2008; October 10, 2008; January 9, 2009


0.17April 10, 2009; July 10, 2009; October 9, 2009; January 8, 2010


0.17April 9, 2010; July 9, 2010; October 8, 2010


0.20





The payment of dividends in the future is subject to the discretion of the Company’s Board of Directors, and various factors may prevent the Company from paying dividends or require the Company to reduce the dividends. Such factors include the Company’s financial position, capital requirements and liquidity, the existence of a stock repurchase program, any loan agreement restrictions, state corporate law restrictions, results of operations and such other factors that the Company’s Board of Directors may consider relevant.





(7)
LINE OF CREDIT





On May 31, 2010, the Company amended its Second Amended and Restated Credit Agreement (the “Credit Facility”).  The amendment decreased the interest rate margins and extended the expiration of the Credit Facility from May 31, 2011 to May 31, 2012.  The Credit Facility allows the Company to borrow, on a revolving basis, an aggregate principal amount not to exceed $7.0 million at either, or a combination of, the lender’s Base Rate or at LIBOR plus a LIBOR rate margin, at the Company’s option.  The Base Rate computes interest at the higher of the lender’s “prime rate” or the Federal Funds Rate plus a margin of 0.25%.  The amendment adjusts the Base Rate margin from 2.5% to 0.25%.  The LIBOR option computes interest at the LIBOR rate as of the date such LIBOR rate loan was made plus a LIBOR rate margin of 2.5%, which is a decrease from the previous 3.875% margin.  Additionally, the amendment eliminated the LIBOR “floor” of 1.5%.  As of September 30, 2010, the Company’s LIBOR borrowing rate was 2.76% and the Base Rate borrowing rate was 3.5%.  A commitment fee on the average daily unused amount of the revolving loan commitment during the preceding quarter is also assessed and decreased from 0.40% to 0.25% as of June 1, 2010 as a result of the amendment.  The Company may prepay any Base Rate loan at any time and any LIBOR rate loan upon not less than three business days prior written notice given to the lender, but the Company is responsible for any loss or cost incurred by the lender in liquidating or employing deposits required to fund or maintain the LIBOR rate loan.  At September 30, 2010, the Company had approximately $3.5 million outstanding and $3.5 million available for borrowing under the Credit Facility.  The outstanding amounts consisted of $3.5 million outstanding under the LIBOR rate option and $0 outstanding under the Base Rate option.  The Credit Facility requires the Company to comply with certain covenants and financial ratios. At September 30, 2010, the Company was in full compliance with all of its covenants under the Credit Facility.





(8)
TERM LOAN





In October 2006, the Company entered into a $4.6 million term loan (the “Term Loan”). Under the Term Loan, $2.3 million was borrowed at a fixed interest rate of 7.05% and the remaining $2.3 million was borrowed at a floating interest rate of LIBOR plus 1.5%. As of September 30, 2010, the floating rate was 1.76%.  The principal amount borrowed is repaid quarterly in 20 equal payments of $230,000 plus interest beginning December 31, 2006. The Term Loan matures on September 30, 2011.  As of September 30, 2010, $460,000 was outstanding at the fixed rate of 7.05% and $460,000 was outstanding at the LIBOR plus 1.5% floating rate.  The Term Loan requires the Company to comply with certain covenants and financial ratios. At September 30, 2010, the Company was in full compliance with all of its covenants under the Term Loan.





Historically, the Company has not used derivative instruments or engaged in hedging activities. On October 12, 2006, the Company entered into a fixed-for-floating interest rate swap transaction on $2.3 million of the Term Loan.  The Company elected to designate the swap as a cash flow hedge under ASC Topic 815.  In the quarter ended September 30, 2010, the Company recognized, on its condensed consolidated balance sheet, approximately $3,000 of other comprehensive income to mark up the value of the cash flow hedge net of taxes.  As required by ASC Topic 820, the Company calculated the value of the cash flow hedge using Level II inputs.


13
 Index


(9)
DISCONTINUED OPERATIONS





Discontinued operations include the results attributable to two Offices in the Phoenix, Arizona market that were closed in May 2010.  The loss from discontinued operations includes both the current and historical results from operations, the fair value of all future lease obligations and an impairment charge to write down the fixed assets to fair value.  Current liabilities related to discontinued operations relate to the estimated lease obligations and estimated property taxes payable.





The following is a summary of the costs from discontinued operations for the quarters and nine months ended September 30, 2010 and 2009:





Quarters Ended


Nine Months EndedSeptember 30,


September 30,2009


2010


2009


2010Results of operations

$
(183,144
)

$
-


$
(451,880
)

$
(250,125
)Future lease obligations, fair value


-



-



-



(144,978
)Asset impairment charge


-



-



-



(123,620
)Income tax benefit


76,920



-



189,790



223,051Loss from discontinued operations

$
(106,224
)

$
-


$
(262,090
)

$
(295,672
)





(10)
SUBSEQUENT EVENTS





On October 13, 2010, the Company opened Vantage Dental Implant Center in Denver, Colorado.  The Vantage Dental Implant Center will provide custom-designed dental implants with a team of oral surgeons, prosthodontists and specialists backed by advanced technology.  Additionally, the center has an on-site, full-scope laboratory that allows the center to provide customized care to each patient.





(11)
OTHER





The Company’s retained earnings as of September 30, 2010 were approximately $7.6 million, and the Company had a working capital deficit on that date of approximately $2.9 million. During the nine months ended September 30, 2010, the Company had capital expenditures of approximately $2.1 million, paid dividends of approximately $1.1 million and repurchased outstanding Common Stock for approximately $587,000 pursuant to the Company’s stock repurchase program, while decreasing total bank debt by approximately $862,000.


14
 Index


ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS





Forward-Looking Statements





Certain statements contained in this report that are not historical in nature are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this report that address activities, events or developments that we expect, believe, intend or anticipate will or may occur in the future, are forward-looking statements. When used in this document, the words “estimate,” “believe,” anticipate,” “project” and similar expressions are intended to identify forward-looking statements. Forward-looking statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. These forward-looking statements include statements in this Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” regarding intent, belief or current expectations of the Company or its officers with respect to the development of de novo offices or acquisition of additional dental practices (“Offices”) and the successful integration of such Offices into the Company’s network, recruitment of additional dentists, funding of the Company’s expansion, capital expenditures, payment or nonpayment of dividends and cash outlays for income taxes and other purposes.





Such forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from anticipated results. These risks and uncertainties include regulatory constraints, changes in laws or regulations concerning the practice of dentistry or dental practice management companies, the availability of suitable new markets and suitable locations within such markets, changes in the Company’s operating or expansion strategy, the general economy of the United States and the specific markets in which the Company’s Offices are located or are proposed to be located, trends in the health care, dental care and managed care industries, as well as the risk factors set forth in Item 1A. “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, and other factors as may be identified from time to time in the Company’s filings with the Securities and Exchange Commission or in the Company’s press releases.





General





The following discussion relates to factors that have affected the results of operations and financial condition of the Company for the quarters and nine months ended September 30, 2009 and 2010. This information should be read in conjunction with the Company’s condensed consolidated financial statements and related notes thereto included elsewhere in this report.





Overview





The Company was formed in May 1995 and currently manages 64 Offices in Colorado, New Mexico and Arizona staffed by 77 general dentists and 38 specialists. The Company derives all of its revenue from its Management Agreements with professional corporations (“P.C.s”), which conduct the practice at each Office. In addition, the Company assumes a number of responsibilities when it develops a de novo Office or acquires an existing dental practice.  These responsibilities are set forth in a Management Agreement, as described below.





The Company was formed with the intention of becoming the leading provider of business services to dental practices in Colorado. The Company’s growth and success in the Colorado market led to its expansion into the New Mexico and Arizona markets. The Company’s growth strategy is to focus on greater utilization of existing physical capacity through recruiting more dentists and support staff and through development of de novo Offices and selective acquisitions.





Critical Accounting Policies





The Company’s critical accounting policies are set forth in its Annual Report on Form 10-K for the year ended December 31, 2009.  There have been no changes to these policies since the filing of that report.





Restatement of Certain Financial Information





On March 10, 2010, management and the Audit Committee of the Board of Directors of the Company concluded that the Company’s previously issued audited statements of income for each of the years ended December 31, 2007 and 2008 and its unaudited consolidated statements of income for each of the quarters of the years ended December 31, 2008 and 2009 should be restated.  The restatements are a result of a change in accounting relating to the consolidation of the Company’s managed P.Cs.


15
 Index


In prior periods, the Company had been consolidating its managed P.C.s under the consolidation by contract method as originally set forth in EITF 97-02 and the related Staff interpretation of EITF 97-02 since its initial public offering in 1998.  The consolidation by contract method as described in EITF 97-02 has a very narrow scope, and the Company believed that it fit within that scope precisely. In 2009, the Staff of the SEC reviewed and issued comments pertaining to the Company’s Form 10-K for the year ended December 31, 2008.  In the course of reviewing the SEC’s accounting comments, management of the Company examined the application of the consolidation methodology of ASC Topic 810-10 to the consolidation of its affiliated P.C.s.  ASC Topic 810-10 provides that variable interest entity, or VIE, accounting should be considered before consideration of consolidation by contract. Based on its review of ASC Topic 810-10, management began the process of analyzing whether its managed P.C.s should be consolidated under the VIE model and made submissions to the SEC to determine whether VIE accounting under ASC Topic 810-10 was appropriate.  After thorough consideration of the questions and comments raised by the SEC in the SEC review process and discussions with the SEC staff regarding the issue, on March 10, 2010, the Audit Committee of the Board of Directors of the Company, in consultation with management and the Company’s independent registered public accounting firm, concluded that  treatment of the Company’s managed P.C.s as variable interest entities is the appropriate treatment under ASC Topic 810-10.





The restatements affect the Company’s previously reported revenue and expenses for clinical salaries and benefits paid to dentists, dental hygienists and dental assistants.  As a result, for the periods that were restated, the Company’s reported revenue increased by the amounts paid to dentists, dental hygienists and dental assistants.  Clinical salaries and benefits increased by the same dollar amounts as the increase in revenue.  The restatements have no impact on the following items:





•
Contribution from dental offices


•
Operating income


•
Net income


•
Earnings per share


•
Consolidated balance sheets


•
Consolidated statements of shareholders equity and comprehensive income


•
Consolidated statements of cash flows


•
Adjusted EBITDA








Components of Revenue and Expenses





Revenue represents the revenue of the Offices, reported at estimated realizable amounts, received from third-party payors and patients for dental services rendered at the Offices, net of contractual and other adjustments.  Substantially all of the Company’s patients are insured under third-party payor agreements.  The Company’s billing system generates contractual adjustments for each patient encounter based on fee schedules for the patient’s insurance plan.  The services provided are attached to the patient’s fee schedule based on the insurance the patient has at the time the service is provided.  Therefore, the revenue that is recorded by the billing system is based on insurance contractual amounts.  Additionally, each patient at the time of service signs a form agreeing that the patient is ultimately responsible for the contracted fee if the insurance company does not pay the fee for any reason.





Direct expenses consist of clinical salaries and benefits paid to dentists, dental hygienist and dental assistants and the expenses incurred by the Company in connection with managing the Offices, including salaries and benefits of other employees at the Offices, supplies, laboratory fees, occupancy costs, advertising and marketing, depreciation and amortization and general and administrative expenses (including office supplies, equipment leases, management information systems and other expenses related to dental practice operations). The Company also incurs personnel and administrative expenses in connection with maintaining a corporate function that provides management, administrative, marketing, development and professional services to the Offices.





Under each of the Management Agreements, the Company provides business and marketing services at the Offices, including (i) providing capital, (ii) designing and implementing advertising and marketing programs, (iii) negotiating for the purchase of supplies, (iv) staffing, (v) recruiting, (vi) training of non-dental personnel, (vii) billing and collecting patient fees, (viii) arranging for certain legal and accounting services, and (ix) negotiating with managed care organizations. The P.C. is responsible for, among other things, (i) supervision of all dentists, dental hygienists and dental assistants, (ii) complying with all laws, rules and regulations relating to dentists, dental hygienists and dental assistants, and (iii) maintaining proper patient records. The Company has made, and intends to make in the future, loans to P.C.s to fund their acquisition of dental assets from third parties in order to comply with state dental practice laws.  Because the Company’s financial statements are consolidated with the financial statements of the P.C.s, these loans are eliminated in consolidation.


16
 Index


Under the typical Management Agreement, the P.C. pays the Company a management fee equal to the Adjusted Gross Center Revenue of the P.C. less compensation paid to the dentists, dental hygienists and dental assistants employed at the Office of the P.C.  Adjusted Gross Center Revenue is comprised of all fees and charges booked each month by or on behalf of the P.C. as a result of dental services provided to patients at the Office, less any adjustments for uncollectible accounts, professional courtesies and other activities that do not generate a collectible fee. The Company’s costs include all direct and indirect costs, overhead and expenses relating to the Company’s provision of management services to the Office under the Management Agreement, including (i) salaries, benefits and other direct costs of Company employees who work at the Office, (ii) direct costs of all Company employees or consultants who provide services to or in connection with the Office, (iii) utilities, janitorial, laboratory, supplies, advertising and other expenses incurred by the Company in carrying out its obligations under the Management Agreement, (iv) depreciation expense associated with the P.C.’s assets and the assets of the Company used at the Office, and the amortization of intangible asset value relating to the Office, (v) interest expense on indebtedness incurred by the Company to finance any of its obligations under the Management Agreement, (vi) general and malpractice insurance expenses, lease expenses and dentist recruitment expenses, (vii) personal property and other taxes assessed against the Company’s or the P.C.’s assets used in connection with the operation of the Office, (viii) out-of-pocket expenses of the Company’s personnel related to mergers or acquisitions involving the P.C., (ix) corporate overhead charges or any other expenses of the Company including the P.C.’s pro rata share of the expenses of the accounting and computer services provided by the Company, and (x) a collection reserve in the amount of 5.0% of Adjusted Gross Center Revenue. As a result, substantially all costs associated with the provision of dental services at the Office are borne by the Company, except for the compensation of the dentists, dental hygienists and dental assistants who work at the Office.  This enables the Company to manage the profitability of the Offices.  Each Management Agreement is for a term of 40 years.  Each Management Agreement generally may be terminated by the P.C. only for cause, which includes a material default by or bankruptcy of the Company. Upon expiration or termination of a Management Agreement by either party, the P.C. must satisfy all obligations it has to the Company.





Revenue is derived principally from fee-for-service revenue and revenue from capitated managed dental care plans. Fee-for-service revenue consists of P.C. revenue received from indemnity dental plans, preferred provider plans and direct payments by patients not covered by any third-party payment arrangement. Managed dental care revenue consists of P.C. revenue received from capitated managed dental care plans, including capitation payments and patient co-payments. Capitated managed dental care contracts are between dental benefits organizations and the P.C.s. Under the Management Agreements, the Company negotiates and administers these contracts on behalf of the P.C.s. Under a capitated managed dental care contract, the dental group practice provides dental services to the members of the dental benefits organization and receives a fixed monthly capitation payment for each plan member covered for a specific schedule of services regardless of the quantity or cost of services to the participating dental group practice obligated to provide them. This arrangement shifts the risk of utilization of these services to the dental group practice providing the dental services. Because the Company assumes responsibility under the Management Agreements for all aspects of the operation of the dental practices (other than the practice of dentistry) and thus bears all costs of the P.C.s associated with the provision of dental services at the Office (other than compensation of dentists, dental hygienists and dental assistants), the risk of over-utilization of dental services at the Office under capitated managed dental care plans is effectively shifted to the Company. In addition, dental group practices participating in a capitated managed dental care plan often receive supplemental payments for more complicated or elective procedures. In contrast, under traditional indemnity insurance arrangements, the insurance company pays whatever reasonable charges are billed by the dental group practice for the dental services provided.





The Company seeks to increase its revenue by increasing the patient volume at existing Offices through effective advertising and marketing programs, adding additional specialty services, by opening de novo Offices and by making select acquisitions of dental practices.  The Company seeks to supplement fee-for-service revenue with revenue from contracts with capitated managed dental care plans. Although the Company’s fee-for-service business generally provides a greater margin than its capitated managed dental care business, capitated managed dental care business increases facility utilization and dentist productivity. The relative percentage of the Company’s revenue derived from fee-for-service business and capitated managed dental care contracts varies from market to market depending on the availability of capitated managed dental care contracts in any particular market and the Company’s ability to negotiate favorable contractual terms. In addition, the profitability of capitated managed dental care revenue varies from market to market depending on the level of capitation payments and co-payments in proportion to the level of benefits required to be provided.





The Company’s policy is to collect any patient co-payments at the time the service is provided.  If the patient owes additional amounts that are not covered by insurance, Offices collect by sending monthly invoices, placing phone calls and sending collection letters.  Interest at 18% per annum is charged on all account balances greater than 60 days old.  Patient accounts receivable in excess of $50 that are over 120 days past due and that appear are not collectible are written off as bad debt and sent to an outside collections agency.


17
 Index


Results of Operations





For the quarter ended September 30, 2010, revenue increased $1.5 million, or 10.0%, to $16.0 million compared to $14.6 million for the quarter ended September 30, 2009.  This increase is primarily attributable to revenue from three Offices that were acquired during the fourth quarter of 2009 and one de novo Office that was opened during February 2010.  These four new Offices accounted for an additional $1.2 million in revenue during the quarter ended September 30, 2010.  For the quarter ended September 30, 2010, same store revenue (based on 59 Offices open during each full quarter) increased $289,000, or 2.0%.





For the quarter ended September 30, 2010, net income increased 32.8% to $486,000, or $0.26 per share, compared to $366,000, or $0.19 per share, for the quarter ended September 30, 2009.  Net income for the quarter ended September 30, 2009 includes an operating loss on discontinued operations of $106,000, net of income tax benefit.





The Company’s results for the quarter ended September 30, 2010, relative to its results for the quarter ended September 30, 2009, were negatively affected by $120,000 of incremental television advertising and marketing expenses in the Denver market and $170,000 of training costs related to improving productivity of dentists and hygienists.





For the nine months ended September 30, 2010, revenue increased $3.3 million, or 7.3%, to $48.2 million compared to $45.0 million for the nine months ended September 30, 2009.  This increase is primarily attributable to revenue from three Offices that were acquired during the fourth quarter of 2009 and one de novo Office that was opened during February 2010.  These four new Offices accounted for an additional $3.4 million in revenue during the nine months ended September 30, 2010. For the nine months ended September 30, 2010, same store revenue (based on 59 Offices open during each full nine-month period) decreased $119,000, or 0.3%.





For the nine months ended September 30, 2010, net income decreased 20.8% to $1.2 million, or $0.65 per share, compared to $1.6 million, or $0.82 per share, for the nine months ended September 30, 2009.  Net income for the nine months ended September 30, 2010 includes a loss on discontinued operations of $296,000, net of income tax benefit, primarily as a result of a loss on disposition of two Offices of $269,000.  Net income for the nine months ended September 30, 2009 includes an operating loss on discontinued operations of $262,000, net of income tax benefit.  The Company’s results for the nine months ending September 30, 2010, relative to its results for the nine months ending September 30, 2009, were negatively affected by $346,000 of incremental television advertising and marketing expenses in the Denver market and $256,000 of training costs related to improving productivity of dentists and hygienists.





During the first nine months of 2010, the Company generated $4.7 million of cash from operations.  During this period, the Company repurchased outstanding Common Stock for $587,000, invested $2.1 million in capital expenditures, and paid approximately $1.1 million in dividends while decreasing total bank debt by approximately $862,000.


18
 Index


The Company’s earnings before discontinued operations, interest, taxes, depreciation, amortization and non-cash expense associated with stock-based compensation (“Adjusted EBITDA”) decreased $299,000, or 5.3%, to $5.4 million for the nine months ended September 30, 2010 compared to $5.7 million for the nine months ended September 30, 2009. Although Adjusted EBITDA is not a GAAP measure of performance or liquidity, the Company believes that it may be useful to an investor in evaluating the Company’s ability to meet future debt service, capital expenditures and working capital requirements. However, investors should not consider these measures in isolation or as a substitute for operating income, cash flows from operating activities or any other measure for determining the Company’s operating performance or liquidity that is calculated in accordance with GAAP. In addition, because Adjusted EBITDA is not calculated in accordance with GAAP, it may not necessarily be comparable to similarly titled measures employed by other companies. A reconciliation of Adjusted EBITDA to net income is made by adding discontinued operations before income tax expense, depreciation and amortization expense - Offices, depreciation and amortization expense – corporate, stock-based compensation expense, interest expense, net and income tax expense to net income as in the following table:





Quarters


Nine MonthsEnded September 30,


Ended September 30,2009


2010


2009


2010RECONCILIATION OF EBITDA:Net income

$
365,550


$
485,523


$
1,562,176


$
1,236,671Add back:Discontinued operations(before income tax expense)


183,144



0



451,880



518,723Depreciation and amortization - Offices


552,213



630,139



1,683,666



1,788,269Depreciation and amortization - Corporate


21,170



19,542



65,720



63,489Stock-based compensation expense


245,485



237,368



662,370



707,825Interest expense, net


49,797



32,524



119,755



129,543Income tax expense


264,713



366,217



1,131,231



932,873Adjusted EBITDA

$
1,682,072


$
1,771,313


$
5,676,798


$
5,377,393




19
 Index


The following table sets forth the percentages of revenue represented by certain items reflected in the Company’s condensed consolidated statements of income. The information contained in the following table represents the historical results of the Company. The information that follows should be read in conjunction with the Company’s condensed consolidated financial statements and related notes thereto contained elsewhere in this report.





BIRNER DENTAL MANAGEMENT SERVICES, INC. AND SUBSIDIARIES
 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
 (UNAUDITED)
 
 Quarters Ended

September 30,


Nine Months Ended

September 30,2009


2010


2009


2010Revenue


100.0
%


100.0
%


100.0
%


100.0
%Direct Expenses:Clinical salaries and benefits


57.8
%


55.9
%


57.5
%


56.9
%Dental supplies


3.9
%


4.6
%


3.7
%


4.1
%Laboratory fees


4.4
%


4.1
%


4.4
%


4.3
%Occupancy


8.1
%


8.2
%


7.8
%


8.1
%Advertising and marketing


0.9
%


1.4
%


0.7
%


1.5
%Depreciation and amortization


3.8
%


3.9
%


3.7
%


3.7
%General and administrative


7.8
%


8.9
%


7.6
%


8.3
%86.7
%


87.0
%


85.4
%


86.9
%Contribution from dental offices


13.3
%


13.0
%


14.6
%


13.1
%Corporate Expenses:General and administrative


7.2
%(1)


7.4
%(1)


7.1
%(2)


7.1
%(2)Depreciation and amortization


0.1
%


0.1
%


0.1
%


0.1
%Operating income


5.9
%


5.5
%


7.3
%


5.8
%Interest expense


0.3
%


0.2
%


0.3
%


0.3
%Income from continuing operations before income taxes


5.6
%


5.3
%


7.0
%


5.6
%Income tax expense


2.3
%


2.3
%


2.9
%


2.4
%Income from continuing operations


3.2
%


3.0
%


4.1
%


3.2
%Loss attributable to discontinued opeations, net of income taxes


(0.7
)%


0.0
%


(0.6
)%


(0.6
)%Net income


2.5
%


3.0
%


3.5
%


2.6
%
 
 (1)
Corporate expense - general and administrative includes $163,693 of stock-based compensation expense pursuant to ASC Topic 718 and $81,792 related to a long-term incentive program for the quarter ended September 30, 2009 and $153,020 of stock-based compensation expense pursuant to ASC Topic 718 and $84,348 related to a long-term incentive program for the quarter ended September 30, 2010.
 (2)
Corporate expense - general and administrative includes $498,786 of stock-based compensation expense pursuant to ASC Topic 718 and $163,584 related to a long-term incentive program for the nine months ended September 30, 2009 and $454,781 of stock-based compensation expense pursuant to ASC Topic 718 and $253,044 related to a long-term incentive program for the nine months ended September 30, 2010.




20
 Index


Quarter Ended September 30, 2010 Compared to Quarter Ended September 30, 2009:





Revenue





For the quarter ended September 30, 2010, revenue increased $1.5 million, or 10.0%, to $16.0 million compared to $14.6 million for the quarter ended September 30, 2009.This increase is primarily attributable to revenue from three Offices that were acquired during the fourth quarter of 2009 and one de novo Office that was opened during February 2010.  These four new Offices accounted for an additional $1.2 million in revenue during the quarter ended September 30, 2010.  Same store revenue (based on 59 Offices open during each full quarter) increased $289,000, or 2.0%.





Direct expenses





Clinical salaries and benefits. For the quarter ended September 30, 2010, clinical salaries and benefits increased $536,000, or 6.4%, to $9.0 million compared to $8.4 million for the quarter ended September 30, 2009. This increase is attributable to the four new Offices, which accounted for an additional $721,000 of clinical salaries and benefits during the quarter ended September 30, 2010 while salaries and benefits at the 59 Offices open during each full quarter declined $185,000.  As a percentage of revenue, clinical salaries and benefits decreased to 55.9% for the quarter ended September 30, 2010 compared to 57.8% for the quarter ended September 30, 2009.





Dental supplies. For the quarter ended September 30, 2010, dental supplies increased to $730,000 compared to $568,000 for the quarter ended September 30, 2009, an increase of $162,000 or 28.5%.  This increase is primarily attributable to the purchase of $99,000 of incremental dental supplies for the quarter ended September 30, 2010 to support the roll out of a new hygiene program.  The four new Offices accounted for an additional $61,000 of dental supplies during the quarter ended September 30, 2010.  As a percentage of revenue, dental supplies increased to 4.6% for the quarter ended September 30, 2010 compared to 3.9% for the quarter ended September 30, 2009.





Laboratory fees. For the quarter ended September 30, 2010, laboratory fees increased to $660,000 compared to $647,000 for the quarter ended September 30, 2009, an increase of $13,000 or 2.1%.  This increase is attributable to the four new Offices, which accounted for an additional $47,000 of laboratory fees during the quarter ended September 30, 2010 while laboratory fees at the 59 Offices open during each full quarter declined $34,000.  As a percentage of revenue, laboratory fees decreased to 4.1% for the quarter ended September 30, 2010 compared to 4.4% for the quarter ended September 30, 2009.





Occupancy. For the quarter ended September 30, 2010, occupancy expense increased to $1.3 million compared to $1.2 million for the quarter ended September 30, 2009, an increase of $141,000 or 12.0%.  This increase is primarily attributable to the four new Offices, which accounted for an additional $121,000 of occupancy expense during the quarter ended September 30, 2010.  As a percentage of revenue, occupancy expense increased to 8.2% for the quarter ended September 30, 2010 compared to 8.1% for the quarter ended September 30, 2009.





Advertising and marketing. For the quarter ended September 30, 2010, advertising and marketing expense increased to $226,000 compared to $136,000 for the quarter ended September 30, 2009, an increase of $90,000 or 66.6%.  This increase is primarily attributable to $120,000 related to marketing expenses and a television advertising campaign the Company initiated in February 2010 in its Denver, Colorado market and an increase of $21,000 in other marketing expense partially offset by a decrease in radio advertising of $51,000.  As a percentage of revenue, advertising and marketing expense increased to 1.4% for the quarter ended September 30, 2010 compared to 0.9% for the quarter ended September 30, 2009.  The Company adjusts its advertising and marketing in response to market conditions and its financial performance.





Depreciation and amortization-Offices.For the quarter ended September 30, 2010, depreciation and amortization expenses attributable to the Offices increased to $630,000 compared to $552,000 for the quarter ended September 30, 2009, an increase of $78,000 or 14.1%.  The increase in deprecation and amortization is related to approximately $98,000 of additional depreciation and amortization related to the four new Offices offset by a $20,000 decrease in depreciation and amortization expense as a result of assets becoming fully depreciated during the first nine months of 2010 at the Company’s other Offices.  As a percentage of revenue, depreciation and amortization expenses attributable to the Offices increased to 3.9% for the quarter ended September 30, 2010 compared to 3.8% for the quarter ended September 30, 2009.





General and administrative-Offices:For the quarter ended September 30, 2010, general and administrative expenses attributable to the Offices increased to $1.4 million compared to $1.1 million for the quarter ended September 30, 2009, an increase of $284,000 or 24.9%.  This increase is primarily attributable to an increase of $130,000 in training costs related to improving productivity of dentists and hygienists, an increase of $32,000 for malpractice insurance and an increase of $44,000 for bad debt write offs at the 59 Offices open during each full quarter.   In addition, the four new Offices accounted for an additional $97,000 of general and administrative expenses during the quarter ended September 30, 2010.    As a percentage of revenue, general and administrative expenses increased to 8.9% for the quarter ended September 30, 2010 compared to 7.8% for the quarter ended September 30, 2009.


21
 Index


Contribution from dental Offices





As a result of revenue increasing $1.5 million and direct expenses increasing $1.3 million, contribution from dental Offices increased to $2.1 million for the quarter ended September 30, 2010 compared to $1.9 million for the quarter ended September 30, 2009, an increase of $156,000 or 8.0%. As a percentage of revenue, contribution from dental Offices decreased to 13.0% for the quarter ended September 30, 2010 compared to 13.3% for the quarter ended September 30, 2009.





Corporate expenses





Corporate expenses - general and administrative. For the quarter ended September 30, 2010, corporate expenses – general and administrative increased to $1.2 million compared to $1.0 million for the quarter ended September 30, 2009, an increase of $136,000 or 13.0%.  This increase is primarily related to an increase in executive bonuses of $205,000 offset by a decrease in legal and other professional fees of $53,000.  As a percentage of revenue, corporate expenses - general and administrative increased to 7.4% for the quarter ended September 30, 2010 compared to 7.2% for the quarter ended September 30, 2009.





Corporate expenses - depreciation and amortization. For the quarter ended September 30, 2010, corporate expenses - depreciation and amortization decreased to $20,000 compared to $21,000 for the quarter ended September 30, 2009, a decrease of $1,000 or 7.7%.  As a percentage of revenue, corporate expenses – depreciation and amortization remained constant at 0.1% for the quarters ended September 30, 2010 and 2009.





Operating income





As a result of the matters discussed above, the Company’s operating income increased by $21,000, or 2.4%, to $884,000 for the quarter ended September 30, 2010 compared to $863,000 for the quarter ended September 30, 2009.  As a percentage of revenue, operating income decreased to 5.5% for the quarter ended September 30, 2010 compared to 5.9% for the quarter ended September 30, 2009.





Interest expense/(income), net





For the quarter ended September 30, 2010, interest expense decreased to $33,000 compared to $50,000 for the quarter ended September 30, 2009, a decrease of $17,000 or 34.7%. This decrease in interest expense is attributable to lower interest rates on the Credit Facility and decreased balances on the Term Loan. As a percentage of revenue, interest expense decreased to 0.2% for the quarter ended September 30, 2010 compared to 0.3% for the quarter ended September 30, 2009.





Discontinued operations





In May 2010, the Company closed two Offices in the Phoenix, Arizona market that resulted in losses from discontinued operations of $0 and $106,000 for the quarters ended September 30, 2010 and 2009, respectively.  For the quarter ended September 30, 2009, the loss attributable to the discontinued operations was comprised of an operating loss of $183,000 partially offset by an income tax benefit of $77,000.





Net income





As a result of the above, the Company’s net income was $486,000 for the quarter ended September 30, 2010 compared to net income of $366,000 for the quarter ended September 30, 2009, an increase of $120,000 or 32.8%. Net income for the quarter ended September 30, 2010 was net of income tax expense of $366,000, while net income for the quarter ended September 30, 2009 was net of income tax expense of $265,000. The effective tax rate was 43.0% for the quarter ended September 30, 2010 compared to 42.0% for the quarter ended September 30, 2009.  As a percentage of revenue, net income increased to 3.0% for the quarter ended September 30, 2010 compared to 2.5% for the quarter ended September 30, 2009.


22
 Index


Nine Months Ended September 30, 2010 Compared to Nine Months Ended September 30, 2009:





Revenue





For the nine months ended September 30, 2010, revenue increased $3.3 million, or 7.3%, to $48.2 million compared to $45.0 million for the nine months ended September 30, 2009.This increase is attributable to the four new Offices, which accounted for an additional $3.4 million in revenue during the nine months ended September 30, 2010. Same store revenue (based on 59 Offices open during each full nine-month period) decreased $119,000, or 0.3%.





Direct expenses





Clinical salaries and benefits. For the nine months ended September 30, 2010, clinical salaries and benefits increased $1.6 million, or 6.1%, to $27.4 million compared to $25.9 million for the nine months ended September 30, 2009. This increase is attributable to the four new Offices, which accounted for an additional $2.1 million of clinical salaries and benefits during the nine months ended September 30, 2010 while salaries and benefits at the 59 Offices open during each full nine month period declined $510,000.  As a percentage of revenue, clinical salaries and benefits decreased to 56.9% for the nine months ended September 30, 2010 compared to 57.5% for the nine months ended September 30, 2010.





Dental supplies. For the nine months ended September 30, 2010, dental supplies increased to $2.0 million compared to $1.7 million for the nine months ended September 30, 2009, an increase of $297,000 or 17.7%.  This increase is primarily attributable to the four new Offices, which accounted for an additional $182,000 of dental supplies during the nine months ended September 30, 2010.  In addition to the four new offices, the Company incurred $137,000 for the purchase of incremental dental supplies for the nine months ended September 30, 2010 to support the roll out of a new hygiene program.  As a percentage of revenue, dental supplies increased to 4.1% for the nine months ended September 30, 2010 compared to 3.7% for the nine months ended September 30, 2009.





Laboratory fees. For the nine months ended September 30, 2010, laboratory fees increased to $2.1 million compared to $2.0 million for the nine months ended September 30, 2009, an increase of $117,000 or 6.0%.  This increase is attributable to the four new Offices, which accounted for an additional $152,000 of laboratory fees during the nine months ended September 30, 2010.  At the remaining 59 Offices, laboratory fees decreased $34,000, or 1.8%.  As a percentage of revenue, laboratory fees decreased to 4.3% for the nine months ended September 30, 2010 compared to 4.4% for the nine months ended September 30, 2009





Occupancy. For the nine months ended September 30, 2010, occupancy expense increased to $3.9 million compared to $3.5 million for the nine months ended September 30, 2009, an increase of $394,000 or 11.2%.  This increase is primarily attributable to the four new Offices, which accounted for an additional $321,000 of occupancy expense during the nine months ended September 30, 2010.  At the remaining 59 Offices, utilities increased $33,000, repairs and maintenance increased $23,000 and rent increased $19,000.  As a percentage of revenue, occupancy expense increased to 8.1% for the nine months ended September 30, 2010 compared to 7.8% for the nine months ended September 30, 2009.





Advertising and marketing. For the nine months ended September 30, 2010, advertising and marketing expense increased to $707,000 compared to $314,000 for the nine months ended September 30, 2009, an increase of $394,000 or 125.4%.  This increase is primarily attributable to $346,000 related to marketing expenses and a television advertising campaign the Company initiated in February 2010 in its Denver, Colorado market, $47,000 related to an internet advertising campaign initiated in August 2009, $13,000 related to yellow page advertising and $23,000 of other advertising partially offset by a decrease in radio advertising of $34,000.  As a percentage of revenue, advertising and marketing expense increased to 1.5% for the nine months ended September 30, 2010 compared to 0.7% for the nine months ended September 30, 2009.  The Company adjusts its advertising and marketing in response to market conditions and its financial performance.





Depreciation and amortization-Offices.For the nine months ended September 30, 2010, depreciation and amortization expenses attributable to the Offices increased to $1.8 million compared to $1.7 million for the nine months ended September 30, 2009, an increase of $105,000 or 6.2%.  The increase in deprecation and amortization is related to approximately $206,000 of additional depreciation and amortization related to the four new Offices offset by a $102,000 decrease in depreciation and amortization expense as a result of assets becoming fully depreciated during the first nine months of 2010 at the Company’s other Offices.  As a percentage of revenue, depreciation and amortization expenses attributable to the Offices remained constant at 3.7% for the nine months ended September 30, 2010 and September 30, 2009.


23
 Index


General and administrative-Offices:For the nine months ended September 30, 2010, general and administrative expenses attributable to the Offices increased to $4.0 million compared to $3.4 million for the nine months ended September 30, 2009, an increase of $621,000 or 18.3%.  This increase is primarily attributable to the four new Offices, which accounted for an additional $303,000 of general and administrative expenses during the nine months ended September 30, 2010.  At the remaining 59 Offices, training costs related to improving productivity of dentists and hygienists increased $130,000, malpractice insurance increased $94,000, bad debt write offs increased $54,000, recruiting expenses increased $30,000 and repairs and maintenance increased $24,000 partially offset by a decrease in office supplies of $19,000.   As a percentage of revenue, general and administrative expenses increased to 8.3% for the nine months ended September 30, 2010 compared to 7.6% for the nine months ended September 30, 2009.





Contribution from dental Offices





As a result of revenue increasing $3.3 million and direct expenses increasing $3.5 million, contribution from dental Offices decreased to $6.3 million for the nine months ended September 30, 2010 compared to $6.5 million for the nine months ended September 30, 2009, a decrease of $221,000 or 3.4%. As a percentage of revenue, contribution from dental Offices decreased to 13.1% for the nine months ended September 30, 2010 compared to 14.6% for the nine months ended September 30, 2009.





Corporate expenses





Corporate expenses - general and administrative. For the nine months ended September 30, 2010, corporate expenses – general and administrative increased to $3.4 million compared to $3.2 million for the nine months ended September 30, 2009, an increase of $229,000 or 7.0%.  This increase is primarily related to an increase in executive bonuses of $92,000, an increase of $83,000 accrued for the LTIP, an increase of $70,000 in travel expenses and training room costs to support the new hygiene training program and an increase in corporate wages of $37,000 partially offset by a decrease in professional fees of $53,000.  As a percentage of revenue, corporate expenses - general and administrative remained constant at 7.1% for the nine months ended September 30, 2010 and 2009.





Corporate expenses - depreciation and amortization. For the nine months ended September 30, 2010, corporate expenses - depreciation and amortization decreased to $63,000 compared to $66,000 for the nine months ended September 30, 2009, a decrease of $3,000 or 3.4%.  As a percentage of revenue, corporate expenses – depreciation and amortization remained constant at 0.1% for the nine months ended September 30, 2010 and 2009.





Operating income





As a result of the matters discussed above, the Company’s operating income decreased by $447,000, or 13.7% to $2.8 million for the nine months ended September 30, 2010 compared to $3.3 million for the nine months ended September 30, 2009.  As a percentage of revenue, operating income decreased to 5.8% for the nine months ended September 30, 2010 compared to 7.3% for the nine months ended September 30, 2009.





Interest expense/(income), net





For the nine months ended September 30, 2010, interest expense increased to $130,000 compared to $120,000 for the nine months ended September 30, 2009, an increase of $10,000 or 8.2%. This increase in interest expense is attributable to higher average balances and higher interest rates on the Credit Facility until May 31, 2010 when the Credit Facility was amended and rates were decreased. As a percentage of revenue, interest expense remained constant at 0.3% for the nine months ended September 30, 2010 and 2009.





Discontinued operations





In May 2010, the Company closed two Offices in the Phoenix, Arizona market that resulted in a loss from discontinued operations of $296,000 and $262,000 for the nine months ended September 30, 2010 and 2009, respectively.  For the nine months ended September 30, 2010, the loss attributable to the discontinued operations was comprised of an operating loss of $250,000 and a loss on disposition of dental Offices of $269,000, partially offset by an income tax benefit of $223,000.  For the nine months ended September 30, 2009, the loss attributable to the discontinued operations was comprised of an operating loss of $452,000, partially offset by an income tax benefit of $190,000.


24
 Index


Net income





As a result of the above, the Company’s net income was $1.2 million for the nine months ended September 30, 2010 compared to net income of $1.6 million for the nine months ended September 30, 2009, a decrease of $326,000 or 20.8%. Net income for the nine months ended September 30, 2010 was net of income tax expense of $933,000, while net income for the nine months ended September 30, 2009 was net of income tax expense of $1.1 million. The effective tax rate was 43.0% for the nine months ended September 30, 2010 compared to 42.0% for the nine months ended September 30, 2009.  As a percentage of revenue, net income decreased to 2.6% for the nine months ended September 30, 2010 compared to 3.5% for the nine months ended September 30, 2009.





Liquidity and Capital Resources





The Company finances its operations and growth through a combination of cash provided by operating activities and the revolving Credit Facility.  As of September 30, 2010, the Company had a working capital deficit of approximately $2.9 million, retained earnings of $7.6 million and a cash balance of $859,000.





Net cash provided by operating activities was approximately $4.7 million and $4.6 million for the nine months ended September 30, 2010 and 2009, respectively.  During the nine months ended September 30, 2010, excluding net income and after adding back non-cash items, the Company’s cash provided by operating activities consisted primarily of an increase in accounts payable and accrued expenses of approximately $768,000, an increase in other long-term obligations of approximately $77,000 and an increase in income taxes payable of approximately $78,000, offset by an increase in accounts receivable of approximately $617,000 and an increase in prepaid expenses of approximately $149,000.  During the nine months ended September 30, 2009, excluding net income and after adding back non-cash items, the Company’s cash provided by operating activities consisted primarily of an increase in accounts payable and accrued expenses of approximately $884,000, offset by an increase in accounts receivable of $641,000, an increase in prepaid expenses and other assets of approximately $27,000 and a decrease in income taxes payable of approximately $82,000.





Net cash used in investing activities was approximately $2.1 million and $909,000for the nine months ended September 30, 2010 and 2009, respectively.  For the nine months ended September 30, 2010, the Company invested approximately $1.7 million in the development of new dental centers and approximately $411,000 in the purchase of additional equipment, offset by an increase in notes receivable of $19,000. For the nine months ended September 30, 2009, the Company invested approximately $559,000 in the purchase of additional equipment and $350,000 in acquiring a dental practice in Tucson, Arizona.





Net cash used in financing activities was approximately $2.5million for the nine months ended September 30, 2010 and $4.0 million for the nine months ended September 30, 2009. During the nine months ended September 30, 2010, net cash used in financing activities was comprised of approximately $587,000 used in the purchase and retirement of Common Stock, approximately $1.1 million for the payment of dividends,approximately $172,000 used to pay down the Credit Facility and $690,000 for the repayment of the Term Loan partially offset by approximately $19,000 in proceeds from the exercise of stock options. During the nine months ended September 30, 2009, net cash used in financing activities was comprised of approximately $706,000 used in the purchase and retirement of Common Stock, approximately $950,000 for the payment of dividends, approximately $2.1 million used to pay down the Credit Facility and $690,000 to pay down the Term Loan partially offset by approximately $413,000 in proceeds from the exercise of stock options.





On May 31, 2010, the Company amended its Credit Facility.  The amendment decreased the interest rate margins and extended the expiration of the Credit Facility from May 31, 2011 to May 31, 2012.  The Credit Facility allows the Company to borrow, on a revolving basis, an aggregate principal amount not to exceed $7.0 million at either, or a combination of, the lender’s Base Rate or at LIBOR plus a LIBOR rate margin, at the Company’s option.  The Base Rate computes interest at the higher of the lender’s “prime rate” or the Federal Funds Rate plus a margin.  The amendment adjusted the Base Rate margin from 2.5% to 0.25%.  The LIBOR option computes interest at the LIBOR rate as of the date such LIBOR rate loan was made plus a LIBOR rate margin of 2.5%, which is a decrease from the previous 3.875% margin.  The amendment eliminated the LIBOR “floor” of 1.5%.  As of September 30, 2010, the Company’s LIBOR borrowing rate was 2.76% and the Base Rate borrowing rate was 3.5%.  A commitment fee on the average daily unused amount of the revolving loan commitment during the preceding quarter is also assessed and decreased from 0.40% to 0.25% as of June 1, 2010 as a result of the amendment.  The Company may prepay any Base Rate loan at any time and any LIBOR rate loan upon not less than three business days prior written notice given to the lender, but the Company is responsible for any loss or cost incurred by the lender in liquidating or employing deposits required to fund or maintain the LIBOR rate loan.  At September 30, 2010, the Company had $3.5 million outstanding and $3.5 million available for borrowing under the Credit Facility.  The outstanding amounts consisted of $3.5 million outstanding under the LIBOR rate option and $0 outstanding under the Base Rate option.  The Credit Facility requires the Company to comply with certain covenants and financial ratios. At September 30, 2010, the Company was in full compliance with all of its covenants under the Credit Facility.


25
 Index


On October 5, 2006, the Company entered into a $4.6 million Term Loan to finance a “dutch auction” tender offer for shares of its Common Stock. Under the Term Loan, $2.3 million was borrowed at a fixed interest rate of 7.05% and the remaining $2.3 million was borrowed at a floating interest rate of LIBOR plus 1.5%.  The $2.3 million borrowed at a fixed rate was achieved by the Company by entering into a fixed for floating interest rate swap that the Company designates as a cash flow hedge under ASC Topic 815.The principal amount borrowed is repaid quarterly in 20 equal payments of $230,000 plus interest beginning December 31, 2006. The Term Loan matures on September 30, 2011.  As of September 30, 2010, $460,000 was outstanding at the fixed rate of 7.05% and $460,000 was outstanding at the LIBOR plus 1.5% floating rate.  The Term Loan requires the Company to comply with certain covenants and financial ratios. At September 30, 2010, the Company was in full compliance with all of its covenants under the Term Loan.





As of September 30, 2010, the Company had the following debt and lease obligations:




Payments due by PeriodTotal


Less than 1 year


1-3 years


3-5 years


More than 5 yearsDebt obligations

$
4,420,000


$
920,000


$
3,500,000


$
-


$
-Debt obligations

$
4,420,000


$
920,000


$
3,500,000


$
-


$
-Operating lease obligations


9,736,414



3,139,950



4,513,416



1,909,337



173,711Total

$
14,156,414


$
4,059,950


$
8,013,416


$
1,909,337


$
173,711


During the quarter ended September 30, 2010, the Company purchased 5,739 shares of its Common Stock for total consideration of approximately $99,000 at prices ranging from $16.90 to $17.57 per share.  All purchases were made on the open market pursuant to a stock repurchase program that was approved by the Board of Directors. As of September 30, 2010, there was approximately $1.2 million remaining available for the purchase of the Company’s Common Stock under this program.  There is no expiration date for this program.  Such purchases may be made from time to time as the Company’s management deems appropriate.





The Company believes that cash generated from operations and borrowings under its Credit Facility will be sufficient to fund its anticipated working capital needs, capital expenditures and dividend payments for at least the next 12 months. In order to meet its long-term liquidity or capital needs, the Company may issue additional equity and debt securities, subject to market and other conditions. There can be no assurance that such additional financing will be available on terms acceptable to the Company or at all. The failure to obtain the funds necessary to finance its future cash requirements could adversely affect the Company’s ability to pursue its strategy and could negatively affect its operations in future periods.





ITEM 4.  CONTROLS AND PROCEDURES





Under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, the Company evaluated the design and operation of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, or the “Exchange Act”) as of September 30, 2010.  On the basis of this review, the Company’s management, including the Chief Executive Officer and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2010, to give reasonable assurance that the information required to be disclosed by the Company in reports that it files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, in a manner  that allows timely decisions regarding required disclosure.





There has been no change in the Company’s internal control over financial reporting during the three months ended September 30, 2010 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.


26
 Index




PART II.  OTHER INFORMATION




ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS





Issuer Purchases of Equity Securities





The following chart provides information regarding Common Stock purchased by the Company during the period July 1, 2010 through September 30, 2010.




Issuer Purchases of Equity Securities




Period

Total Number of Shares Purchased


Average Price Paid per Share


Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1)


Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (1)July 1, 2010 through July 31, 2010


3,241


$
17.57



3,241


$
249,237August 1, 2010 through August 31, 2010


300



17.25



300


$
1,244,062September 1, 2010 through September 30, 2010


2,198



16.90



2,198


$
1,206,906Total


5,739


$
17.30



5,739





(1)
The stock repurchase program has been ongoing for more than five years and there is no expiration date for the program.  In January 2008, the Board of Directors authorized the Company to make available open market purchases of its Common Stock of up to $1 million.  In  May 2008, the Company’s Board of Directors approved up to $2 million of stock repurchases.  In July 2008, the Board of Directors approved an additional $1 million of stock repurchases.  In August  2008, the Board of Directors approved up to $2 million of stock repurchases.  On December 16, 2009, the Board of Directors approved an additional $500,000 of stock repurchases.  On August 10, 2010, the Board of Directors approved an additional $1 million of stock repurchases.   Common Stock repurchases may be made from time to time as the Company’s management deems appropriate.




27
 Index


ITEM 6.   EXHIBITS





ExhibitNumber

Description of Document3.1

Amended and Restated Articles of Incorporation, incorporated herein by reference to Exhibits 3.1 and 3.2 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-36391), as filed with the Securities and Exchange Commission on September 25, 1997.3.2

Amended and Restated Bylaws, incorporated herein by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-36391), as filed with the Securities and Exchange Commission on September 25, 1997.4.1

Reference is made to Exhibits 3.1 and 3.2.4.2

Specimen Stock Certificate, incorporated herein by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1/A (SEC File No. 333-36391), as filed with the Securities and Exchange Commission on November 25, 1997.31.1

Rule 13a-14(a) Certification of the Chief Executive Officer.31.2

Rule 13a-14(a) Certification of the Chief Financial Officer.32.1

Section 1350 Certifications of the Chief Executive Officer and the Chief Financial Officer.




28
 Index





SIGNATURES





Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.




BIRNER DENTAL MANAGEMENT SERVICES, INC.Date:  November 12, 2010
By:
/s/ Frederic W.J. BirnerName:
Frederic W.J. BirnerTitle:
Chairman of the Board and Chief Executive Officer(Principal Executive Officer)Date: November 12, 2010
By:
/s/ Dennis N. GentyName:
Dennis N. GentyTitle:
Chief Financial Officer, Secretary, and Treasurer(Principal Financial and Accounting Officer)






29