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
                    March
      31, 2010





OR




 ̈
            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
      Employer
                Identification
      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)





N/A(Former
      name, former address and former fiscal year, if changed since last
      report)





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
 ̈





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   ̈
No   ̈





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 ̈
                    Accelerated filer ̈
                    Non-accelerated filer ̈
                    Smaller reporting companyx(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   ̈  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 May 10,
      2010Common
      Stock, without par value
              
              1,858,535










BIRNER
DENTAL MANAGEMENT SERVICES, INC. AND SUBSIDIARIES


INDEX
TO FORM 10-Q





PART I - FINANCIAL
INFORMATION





PageItem 1.
                          Financial
      StatementsCondensed
      Consolidated Balance Sheets as of December 31, 2009 and March 31, 2010
      (Unaudited)
                          3Unaudited
      Condensed Consolidated Statements of Income for the Quarters Ended March
      31, 2009 and 2010
                          4Unaudited
      Condensed Consolidated Statements of Shareholders’ Equity and
      Comprehensive Income as of March 31, 2010
                          5Unaudited
      Condensed Consolidated Statements of Cash Flows for the Quarters Ended
      March 31, 2009 and 2010
                          6Unaudited
      Notes to Condensed Consolidated Financial Statements
                          8Item
      2.
                          Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                          16Item
      4.
                          Controls
      and Procedures
                          24PART
      II - OTHER INFORMATIONItem
      2.
                          Unregistered
      Sales of Equity Securities and Use of Proceeds
                          25Item
      6.
                          Exhibits
                          26Signatures
                          27




2


PART I - FINANCIAL
INFORMATION





ITEM 1.  FINANCIAL
STATEMENTS


BIRNER
DENTAL MANAGEMENT SERVICES, INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATED BALANCE SHEETS





December
      31,
                  
                  
                  March
      31,2009
                  
                  
                  2010**
                  
                  
                  (Unaudited)ASSETSCURRENT
      ASSETS:Cash
      and cash equivalents
                  
                  $
                  779,622
                  
                  
                  $
                  946,920Accounts
      receivable, net of allowance for doubtful accounts of $371,762 and
      $349,756, respectively
                  
                  
                  3,124,160
                  
                  
                  
                  3,555,323Deferred
      tax asset
                  
                  
                  195,170
                  
                  
                  
                  195,170Prepaid
      expenses and other assets
                  
                  
                  433,222
                  
                  
                  
                  885,034Total
      current assets
                  
                  
                  4,532,174
                  
                  
                  
                  5,582,447PROPERTY
      AND EQUIPMENT, net
                  
                  
                  3,532,011
                  
                  
                  
                  3,746,518OTHER
      NONCURRENT ASSETS:Intangible
      assets, net
                  
                  
                  12,842,285
                  
                  
                  
                  12,617,197Deferred
      charges and other assets
                  
                  
                  153,734
                  
                  
                  
                  153,784Notes
      receivable
                  
                  
                  191,557
                  
                  
                  
                  183,955Total
      assets
                  
                  $
                  21,251,761
                  
                  
                  $
                  22,283,901LIABILITIES
      AND SHAREHOLDERS’ EQUITYCURRENT
      LIABILITIES:Accounts
      payable
                  
                  $
                  1,934,468
                  
                  
                  $
                  2,241,491Accrued
      expenses
                  
                  
                  1,716,395
                  
                  
                  
                  1,809,770Accrued
      payroll and related expenses
                  
                  
                  1,795,968
                  
                  
                  
                  2,700,679Income
      taxes payable
                  
                  
                  267,160
                  
                  
                  
                  470,273Current
      maturities of long-term debt
                  
                  
                  920,000
                  
                  
                  
                  920,000Total
      current liabilities
                  
                  
                  6,633,991
                  
                  
                  
                  8,142,213LONG-TERM
      LIABILITIES:Deferred
      tax liability, net
                  
                  
                  526,036
                  
                  
                  
                  526,035Long-term
      debt, net of current maturities
                  
                  
                  4,362,024
                  
                  
                  
                  3,765,899Other
      long-term obligations
                  
                  
                  2,112,395
                  
                  
                  
                  2,102,171Total
      liabilities
                  
                  
                  13,634,446
                  
                  
                  
                  14,536,318SHAREHOLDERS'
      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 1,864,732
      shares issued and outstanding, respectively
                  
                  
                  164,255
                  
                  
                  
                  128,901Retained
      earnings
                  
                  
                  7,475,212
                  
                  
                  
                  7,636,222Accumulated
      other comprehensive loss
                  
                  
                  (22,152
                  )
                  
                  
                  (17,540
                  )Total
      shareholders' equity
                  
                  
                  7,617,315
                  
                  
                  
                  7,747,583Total
      liabilities and shareholders' equity
                  
                  $
                  21,251,761
                  
                  
                  $
                  22,283,901





**  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





BIRNER
DENTAL MANAGEMENT SERVICES, INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATED STATEMENTS OF INCOME


(UNAUDITED)





Quarters EndedMarch 31,2009
                
                
                2010REVENUE:
                
                $
                15,341,714
                
                
                $
                16,533,619DIRECT
      EXPENSES:Clinical
      salaries and benefits
                
                
                8,877,748
                
                
                
                9,541,026Dental
      supplies
                
                
                539,149
                
                
                
                588,769Laboratory
      fees
                
                
                637,962
                
                
                
                719,058Occupancy
                
                
                1,213,926
                
                
                
                1,348,000Advertising
      and marketing
                
                
                84,932
                
                
                
                194,993Depreciation
      and amortization
                
                
                617,610
                
                
                
                614,612General
      and administrative
                
                
                1,161,960
                
                
                
                1,330,54713,133,287
                
                
                
                14,337,005Contribution
      from dental offices
                
                
                2,208,427
                
                
                
                2,196,614CORPORATE
      EXPENSES:General
      and administrative
                
                
                975,189
                (1)
                
                
                1,184,167
                (1)Depreciation
      and amortization
                
                
                22,389
                
                
                
                21,624OPERATING
      INCOME
                
                
                1,210,849
                
                
                
                990,823Interest
      expense, net
                
                
                42,415
                
                
                
                53,356INCOME
      BEFORE INCOME TAXES
                
                
                1,168,434
                
                
                
                937,467Income
      tax expense
                
                
                491,408
                
                
                
                403,111NET
      INCOME
                
                $
                677,026
                
                
                $
                534,356Net
      income per share of Common Stock - Basic
                
                $
                0.36
                
                
                $
                0.29Net
      income per share of Common Stock - Diluted
                
                $
                0.36
                
                
                $
                0.28Cash
      dividends per share of Common Stock
                
                $
                0.17
                
                
                $
                0.20Weighted
      average number of shares ofCommon Stock and dilutive
      securities:Basic
                
                
                1,860,320
                
                
                
                1,867,908Diluted
                
                
                1,883,528
                
                
                
                1,903,853





(1)
            Corporate
      expense - general and administrative includes $164,178 of stock-based
      compensation expense pursuant to ASC Topic 718 for the quarter ended March
      31, 2009 and $150,329 of stock-based compensation expense pursuant to ASC
      Topic 718 and $84,349 related to a long-term incentive program for the
      quarter ended March 31, 2010.





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


4





BIRNER
DENTAL MANAGEMENT SERVICES, INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY


(UNAUDITED)





OtherCommon
      Stock
                                        
                                        
                                        Comprehensive
                                        
                                        
                                        Retained
                                        
                                        
                                        Shareholders'Shares
                                        
                                        
                                        Amount
                                        
                                        
                                        Income
                                        
                                        
                                        Earnings
                                        
                                        
                                        EquityBALANCES,
      December 31, 2009
                                        
                                        
                                        1,858,135
                                        
                                        
                                        $
                                        164,255
                                        
                                        
                                        $
                                        (22,152
                                        )
                                        
                                        $
                                        7,475,212
                                        
                                        
                                        $
                                        7,617,315Common
      Stock options exercised
                                        
                                        
                                        23,684
                                        
                                        
                                        
                                        9,655
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        9,655Purchase
      and retirement of Common Stock
                                        
                                        
                                        (17,087
                                        )
                                        
                                        
                                        (279,687
                                        )
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (279,687
                                        )Dividends
      declared on Common Stock
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (373,346
                                        )
                                        
                                        
                                        (373,346
                                        )Stock-based
      compensation expense
                                        
                                        
                                        -
                                        
                                        
                                        
                                        234,678
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        234,678Other
      comprehensive income
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        4,612
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        4,612Net
      income, three months ended March 31, 2010
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        534,356
                                        
                                        
                                        
                                        534,356BALANCES,
      March 31, 2010
                                        
                                        
                                        1,864,732
                                        
                                        
                                        $
                                        128,901
                                        
                                        
                                        $
                                        (17,540
                                        )
                                        
                                        $
                                        7,636,222
                                        
                                        
                                        $
                                        7,747,583







STATEMENT
OF COMPREHENSIVE INCOME FOR QUARTER ENDED MARCH 31, 2010


(UNAUDITED)





Net
      income
                      
                      $
                      534,356Other
      comprehensive income
                      
                      
                      4,612Comprehensive
      income
                      
                      $
                      538,968





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


5





BIRNER
DENTAL MANAGEMENT SERVICES, INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS


(UNAUDITED)





Quarters Months EndedMarch 31,2009
                
                
                2010CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      income
                
                $
                677,026
                
                
                $
                534,356Adjustments
      to reconcile net income to net  cash provided by operating
      activities:Depreciation
      and amortization
                
                
                639,999
                
                
                
                636,236Stock-based
      compensation expense
                
                
                164,178
                
                
                
                234,678Provision
      for doubtful accounts
                
                
                163,602
                
                
                
                151,658Provision
      for deferred income taxes
                
                
                (55,973
                )
                
                
                (1
                )Changes
      in assets and liabilities net of effects from
acquisitions:Accounts
      receivable
                
                
                (420,226
                )
                
                
                (582,821
                )Prepaid
      expenses and other assets
                
                
                (259,393
                )
                
                
                (451,812
                )Deferred
      charges and other assets
                
                
                8,333
                
                
                
                (50
                )Accounts
      payable
                
                
                6,934
                
                
                
                307,023Accrued
      expenses
                
                
                46,150
                
                
                
                40,745Accrued
      payroll and related expenses
                
                
                586,084
                
                
                
                798,739Income
      taxes payable
                
                
                385,081
                
                
                
                203,113Other
      long-term obligations
                
                
                (16,933
                )
                
                
                (10,224
                )Net
      cash provided by operating activities
                
                
                1,924,862
                
                
                
                1,861,640CASH
      FLOWS USED IN INVESTING ACTIVITIES:Notes
      receivable - related parties, net
                
                
                -
                
                
                
                7,602Capital
      expenditures
                
                
                (99,763
                )
                
                
                (184,117
                )Development
      or acquisition of new dental centers
                
                
                -
                
                
                
                (441,538
                )Net
      cash used in investing activities
                
                
                (99,763
                )
                
                
                (618,053
                )CASH
      FLOWS FROM FINANCING ACTIVITIES:Advances
      – line of credit
                
                
                3,821,758
                
                
                
                5,650,250Repayments
      – line of credit
                
                
                (4,999,960
                )
                
                
                (6,016,375
                )Repayments
      – Term Loan
                
                
                (230,000
                )
                
                
                (230,000
                )Proceeds
      from exercise of Common Stock options
                
                
                -
                
                
                
                9,655Purchase
      and retirement of Common Stock
                
                
                (69,063
                )
                
                
                (173,715
                )Tax
      benefit of Common Stock options exercised
                
                
                -
                
                
                
                -Common
      Stock cash dividends
                
                
                (317,099
                )
                
                
                (316,104
                )Net
      cash used in financing activities
                
                
                (1,794,364
                )
                
                
                (1,076,289
                )NET
      INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                
                
                30,735
                
                
                
                167,298CASH
      AND CASH EQUIVALENTS, beginning of period
                
                
                1,234,991
                
                
                
                779,622CASH
      AND CASH EQUIVALENTS, end of period
                
                $
                1,265,726
                
                
                $
                946,920





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


6




BIRNER
DENTAL MANAGEMENT SERVICES, INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS


(UNAUDITED)





Quarters
      EndedMarch 31,2009
                
                
                2010SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATION:Cash
      paid during the year for interest
                
                $
                54,968
                
                
                $
                65,316Cash
      paid during the year for income taxes
                
                $
                162,300
                
                
                $
                200,000NON-CASH
      ITEM:Gain
      recognized on interest rate swap (net of taxes)
                
                $
                4,305
                
                
                $
                4,612Stock
      surrendered in cashless exchange
                
                $
                -
                
                
                $
                105,972





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


7





BIRNER
DENTAL MANAGEMENT SERVICES, INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


March
31, 2010





(1)
            UNAUDITED CONDENSED
      CONSOLIDATED FINANCIAL
STATEMENTS





The
condensed consolidated financial statements included herein 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 March 31, 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 ended March 31, 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.  The Company has
evaluated all subsequent events through May 14, 2010, the date the financial
statements were issued.




(2)
            SIGNIFICANT ACCOUNTING
      POLICIES





Basis of Presentation/Basis
of Consolidation





The
accompanying 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 reclassification
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 ended
March 31, 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 statement 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 has obtained 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 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 of
which the Company is the primary beneficiary. The Company has concluded that the
P.C.s meet the definition of variable interest entities (“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





Revenue





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





Revenue
under certain third-party payor agreements is subject to audit and retroactive
adjustments. To management's knowledge, there are no material claims, disputes
or other unsettled matters that exist concerning third-party reimbursements as
of March 31, 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 $195,015 for the quarters
ended March 31, 2010 and 2009, respectively.





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





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





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 statement of income for the quarters ended March 31,
2010 and 2009 was approximately $235,000 and $164,000,
respectively.  For the quarter ended March 31, 2010, the stock-based
compensation expense consisted of approximately $150,000 related to ASC Topic
718 expense (stock option expense) and approximately $84,000 related to
restricted stock units granted under a long term incentive program (“LTIP”). For
the quarter ended March 31, 2009, the stock-based compensation expense was all
related to stock option expense.  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.  Total
stock-based compensation expense was recorded as a component of corporate
general and administrative expense.




The
Black-Scholes option-pricing model was used to estimate the option fair values.
The option-pricing model requires a number of assumptions, of which the most
significant are expected stock price volatility, the expected pre-vesting
forfeiture rate, expected dividend rate and the expected option term (the amount
of time from the grant date until the options are exercised or expire). Expected
volatility was calculated based upon actual historical stock price movements
over the most recent periods ended March 31, 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 March 31, 2010 for
the expected option term. From January 1, 2006 through December 31, 2007, the
expected option term was calculated using the “simplified” method permitted by
Staff Accounting Bulletin 107.   Starting January 1, 2008, the
expected option term was calculated based on historical experience of the terms
of previous options.


9


Recent Accounting
Pronouncements




In
September 2006, the FASB issued authoritative guidance for fair value
measurements and disclosures which defines fair value, establishes a framework
for measuring fair value and expands disclosures related to assets and
liabilities measured at fair value. In February 2008, the FASB issued additional
authoritative guidance for fair value measurements which delayed the effective
date of the authoritative guidance for fair value measurements to fiscal years
beginning after November 15, 2008 for all nonfinancial assets and
nonfinancial liabilities that are recognized or disclosed at fair value in the
financial statements on a nonrecurring basis. The Company adopted all of the
provisions of the authoritative guidance for fair value measurements on
January 1, 2008 with the exception of the application of the guidance to
non-recurring nonfinancial assets and nonfinancial liabilities which the Company
adopted on January 1, 2009. The adoption did not have a material effect on
the Company’s consolidated financial statements.





In
December 2007, the FASB issued revised authoritative guidance for business
combinations which establishes principles and requirements for how an acquirer
in a business combination transaction recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed, and any
noncontrolling interest in the acquiree at the acquisition date. The provisions
of the guidance also establish disclosure requirements which will enable
financial statement users to evaluate the nature and financial effects of the
business combination. In April 2009, the FASB issued additional authoritative
guidance for business combinations relating to the initial recognition and
measurement, subsequent measurement and accounting and disclosures of assets and
liabilities that arise from contingencies in a business combination. The
authoritative guidance for business combinations is effective for fiscal years
beginning after December 15, 2008. The Company adopted all of the
provisions of the authoritative guidance for business combinations on January 1,
2009. The adoption resulted in the recording of contingent liabilities
associated with the Company’s acquisitions of dental Offices during the year
ended December 31, 2009.





In
December 2007, the FASB issued authoritative guidance for consolidations which
states that accounting and reporting for minority interests will be
recharacterized as noncontrolling interests and classified as a component of
equity. The guidance also establishes reporting requirements that provide
sufficient disclosures that clearly identify and distinguish between the
interests of the parent and the interests of the noncontrolling owners. The
guidance applies to all entities that prepare consolidated financial statements,
except not-for-profit organizations, but will affect only those entities that
have an outstanding noncontrolling interest in one or more subsidiaries or that
deconsolidate a subsidiary. This guidance is effective for fiscal years
beginning after December 15, 2008. The Company adopted this guidance as of
January 1, 2009. The adoption did not have a material effect on the
Company’s consolidated financial statements.





In March
2008, the FASB issued authoritative guidance for derivatives and hedging which
requires companies with derivative instruments to disclose information that
should enable financial statement users to understand how and why a company uses
derivative instruments, how derivative instruments and related hedged items are
accounted for under the guidance, and how derivative instruments and related
hedged items affect a company’s financial position, financial performance and
cash. This guidance is effective for fiscal years and interim periods beginning
after November 15, 2008. The Company adopted this guidance on January 1,
2009. The adoption requires the Company to make additional disclosures but did
not have a material effect on the Company’s consolidated financial
statements.





In April
2008, the FASB issued authoritative guidance for intangibles – goodwill and
other which amends the factors that should be considered in developing renewal
or extension assumptions used to determine the useful life of a recognized
intangible asset under the guidance. This guidance also requires enhanced
disclosures concerning a company’s treatment of costs incurred to renew or
extend the term of a recognized intangible asset. This guidance is effective for
financial statements issued for fiscal years beginning after December 15,
2008. The Company adopted this guidance on January 1, 2009, but it did not
have a material impact on the Company's consolidated financial
statements.





In June
2008, the FASB issued authoritative guidance for earnings per share. The
guidance addresses whether instruments granted in share-based payment
transactions may be participating securities prior to vesting and, therefore,
need to be included in the earnings allocation in computing basic earnings per
share pursuant to the two-class method of the guidance for earnings per share.
This guidance is effective for financial statements issued for fiscal years
beginning after December 15, 2008 and interim periods within those years.
The adoption of this guidance did not have a material effect on the Company’s
consolidated financial statements.





In April
2009, the FASB issued authoritative guidance for fair value measurements and
disclosures. This guidance provides companies with guidelines on how to
determine fair value measurements when the volume and level of activity for an
asset or liability have significantly decreased and how to identify transactions
that are not orderly. This guidance was effective for the Company beginning with
its reporting period ended June 30, 2009 and did not have a material effect on
the Company’s consolidated financial statements.


10





In April
2009, the FASB issued authoritative guidance for interim disclosures for
financial instruments. This guidance amends prior authoritative guidance by
requiring disclosures of the fair value of financial instruments included within
the scope of the prior guidance whenever a public company issues summarized
financial information for interim reporting periods. This guidance was effective
for the Company beginning with its reporting period ended June 30, 2009 and did
not have a material effect on its consolidated financial statements. The Company
has provided the additional disclosures required in Note 2.





In May
2009, the FASB issued authoritative guidance for subsequent events which
provides rules on recognition and disclosure for events and transactions
occurring after the balance sheet date but before the financial statements are
issued or available to be issued.  This guidance was effective for the
Company beginning with its reporting period ended June 30, 2009 and is applied
prospectively. The adoption of this statement did not have a material effect on
the Company’s consolidated financial statements.





In June
2009, the FASB issued ASC 810-10-65-2, Amendments to FASB ASC 810-10-05-8A. This
statement prescribes a qualitative model for identifying whether a company has a
controlling financial interest in a VIE and eliminates the quantitative model
prescribed by ASC Topic 810-10. The new model identifies two primary
characteristics of a controlling financial interest: (1) provides a company with
the power to direct significant activities of the VIE, and (2) obligates a
company to absorb losses of and/or provides rights to receive benefits from the
VIE. ASC 810-10-65 requires a company to reassess on an ongoing basis whether it
holds a controlling financial interest in a VIE. A company that holds a
controlling financial interest is deemed to be the primary beneficiary of the
VIE and is required to consolidate the VIE. This statement is effective for
fiscal years beginning after November 15, 2009.  In connection with
its review of ASC Topic 810-10, which resulted in its conclusion that treatment
of the Company’s managed P.C.s as VIEs entities is the appropriate treatment
under ASC Topic 810-10 as discussed above, the Company’s management has analyzed
ASC 810-10-65 and concluded that ASC 810-10-65 applies to the
Company.  Therefore, there are no changes to the Company’s
determination that the P.C.s are VIEs nor to its determination of the Company’s
status with regard to its position as the primary beneficiary of such
VIEs.  The Company has provided the required disclosures of ASC Topic
810-10-65 in this report.





In July
2009, the FASB established the FASB Accounting Standards Codification as the
source of authoritative accounting principles recognized by the FASB to be
applied by nongovernmental entities in the preparation of financial statements
in conformity with GAAP.  Rules and interpretive releases of the SEC
under authority of federal securities laws are also sources of authoritative
GAAP for SEC registrants.  The ASC supersedes all existing non-SEC
accounting and reporting standards and is not intended to change
GAAP.  The use of the ASC was effective for financial statements
issued for periods ending after September 15, 2009.





In August
2009, the FASB issued new accounting guidance to provide clarification on
measuring liabilities at fair value when a quoted price in an active market is
not available. This new guidance became effective on July 1, 2009. The Company
adopted this guidance on July 1, 2009, but it did not have a material impact on
the Company’s consolidated financial statements.





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.


11


(3)
            EARNINGS PER
      SHARE





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





Quarters Ended March 31,2009
                  
                  
                  2010Net Income
                  
                  
                  Shares
                  
                  
                  Per Share
                    Amount
                  
                  
                  Net Income
                  
                  
                  Shares
                  
                  
                  Per Share
                    AmountBasic
      EPS
                  
                  $
                  677,026
                  
                  
                  
                  1,860,320
                  
                  
                  $
                  0.36
                  
                  
                  $
                  534,356
                  
                  
                  
                  1,867,908
                  
                  
                  $
                  0.29Effect
      of Dilutive Stock Options
                  
                  
                  -
                  
                  
                  
                  23,208
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  35,945
                  
                  
                  
                  (0.01
                  )Diluted
      EPS
                  
                  $
                  677,026
                  
                  
                  
                  1,883,528
                  
                  
                  $
                  0.36
                  
                  
                  $
                  534,356
                  
                  
                  
                  1,903,853
                  
                  
                  $
                  0.28




The
difference in weighted average shares outstanding between basic earnings per
share and diluted earnings per share for the quarters ended March 31, 2010 and
2009 relates to the effect of 35,945 and 23,208 shares, respectively, of
dilutive shares of Common Stock from stock options, which are included in total
shares for the diluted calculation.  For the quarters ended March 31,
2010 and 2009, options to purchase 309,350 and 329,916 shares, respectively, of
the Company’s Common Stock were not included in the computation of dilutive
earnings per share because their effect was anti-dilutive.




(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 March 31, 2010, there were 99,818 shares available
for issuance under the 2005 Plan. The exercise price of the 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 March 31, 2010, there were 216,793
vested options and 151,812 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, and as amended on September 4, 1997,
February 28, 2002, and June 8, 2004, reserved 479,250 shares of Common Stock for
issuance. 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 March 31, 2010, there were 32,000 vested
options outstanding and zero unvested options outstanding under the Employee
Plan.


12


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





Quarters EndedMarch 31,Valuation Assumptions
                  
                  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.





A summary
of option activity as of March 31, 2010, and changes during the quarter then
ended, is presented below:





Numberof
                              Options
                            
                            
                            Weighted-
                              Average
                              Exercise
                              Price
                            
                            
                            Range of
                              ExercisePrices
                            
                            
                            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
                            
                            
                            57,646
                            
                            
                            $
                            10.02
                            
                            
                            $9.66
      - $13.60Outstanding
      at March 31, 2010
                            
                            
                            400,605
                            
                            
                            $
                            17.08
                            
                            
                            $9.66
      - $21.85
                            
                            
                            
                            3.8
                            
                            
                            $
                            600Exercisable
      at March 31, 2010
                            
                            
                            248,793
                            
                            
                            $
                            17.95
                            
                            
                            $9.66
      - $21.85
                            
                            
                            
                            3.0
                            
                            
                            $
                            272





The
weighted average grant date fair values of options granted were $5.16 per option
and $3.69 per option during the quarters ended March 31, 2010 and 2009,
respectively.  Net cash proceeds from the exercise of stock options
during the quarters ended March 31, 2010 and 2009 were $9,655 and $0,
respectively. There was no associated income tax effect from stock options
exercised during the quarters ended March 31, 2010 and 2009.  As of
the date of exercise, the total intrinsic values of options exercised during the
quarters ended March 31, 2010 and 2009 were $388,120 and $0, respectively. As of
March 31, 2010, there was $706,000 of total unrecognized compensation expense
related to non-vested stock options, which is expected to be recognized over a
weighted average period of 1.83 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.


13





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 March 31, 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.




(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
                  
                  
                  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 June
30, 2009, the Company amended its Credit Facility.  The amended Credit
Facility extends the expiration of the Credit Facility from May 31, 2010 to May
31, 2011.  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 0.5% to
2.5%.  The LIBOR option computes interest at the LIBOR rate as of the
date such LIBOR rate loan was made plus a LIBOR rate margin.  The
amendment states that the LIBOR rate is the higher of 1.5% or the LIBOR rate and
the margin is adjusted from 1.25% to 3.875%.  As of March 31, 2010,
the Company’s LIBOR borrowing rate was 5.375% and the Base Rate borrowing rate
was 5.75%.  Management believes that the LIBOR and Base Rate margins
increased as a result of the lender’s increased cost of funds and not because of
the Company’s credit quality.  A commitment fee on the average daily
unused amount of the revolving loan commitment during the preceding quarter is
also assessed and increased from 0.25% to 0.40% as of June 1, 2009 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 March 31, 2010, the Company
had $3.3  million outstanding and $3.7 million available for
borrowing under the Credit Facility.  The outstanding amounts
consisted of $3.0 million outstanding under the LIBOR rate option and $306,000
outstanding under the Base Rate option.  The Credit Facility requires
the Company to comply with certain covenants and financial ratios. At March 31,
2010, the Company was in full compliance with all of its covenants under the
Credit Facility.


14


(8)
            TERM
      LOAN




In
October 2006, the Company entered into a $4.6 million term loan (“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 March 31, 2010, the floating rate was 1.79%.  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 March 31, 2010, $690,000 was outstanding at the fixed
rate of 7.05% and $690,000 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 March 31, 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 March 2010, the Company recognized, on its balance sheet,
approximately $5,000 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.




(9)
            OTHER





The
Company’s retained earnings as of March 31, 2010 were approximately $7.6
million, and the Company had a working capital deficit on that date of
approximately $2.6 million. During the quarter ended March 31, 2010, the Company
had capital expenditures of approximately $626,000, paid dividends of
approximately $316,000 and repurchased outstanding Common Stock for
approximately $174,000 pursuant to the Company’s stock repurchase program, while
decreasing total bank debt by approximately $596,000.


15


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




Forward-Looking
Statements




The
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 ended March
31, 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 65 Offices in Colorado, New
Mexico and Arizona staffed by 85 general dentists and 40 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.


16





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, 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.


17





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 fee-for-service 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 this 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 and that appear are not collectible are
written off as bad debt and sent to an outside collections
agency.


18




Results
of Operations




For the
quarter ended March 31, 2010, revenue increased $1.2 million or 7.8%, to $16.5
million compared to $15.3 million for the quarter ended March 31,
2009.  This increase is primarily attributable to revenue from three
Offices that were acquired during the fourth quarter 2009 and one de novo Office that was
opened during February 2010.  These four new Offices accounted for an
additional $1.1 million in revenue.





For the
quarter ended March 31, 2010, net income decreased 21.1% to $534,000, or $.28
per share, compared to $677,000, or $.36 per share, for the quarter ended March
31, 2009.





During
the quarter ended March 31, 2010, the Company generated $1.9 million of cash
from operations.  During this period, the Company repurchased
outstanding Common Stock for $174,000, invested $626,000 in capital
expenditures, paid $316,000 in dividends and repaid $230,000 of the Term Loan
while decreasing borrowings under its Credit Facility by $366,000.





The
Company’s earnings before interest, taxes, depreciation, amortization and
non-cash expense associated with stock-based compensation (“Adjusted EBITDA”)
decreased $153,000, or 7.6%, to $1.9 million for the quarter ended March 31,
2010 compared to $2.0 million for the quarter ended March 31, 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
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:





QuartersEnded March 31,2009
                    
                    
                    2010RECONCILIATION
      OF ADJUSTED EBITDA:Net
      income
                    
                    $
                    677,026
                    
                    
                    $
                    534,356Add
      back:Depreciation
      and amortization - Offices
                    
                    
                    617,610
                    
                    
                    
                    614,612Depreciation
      and amortization - Corporate
                    
                    
                    22,389
                    
                    
                    
                    21,624Stock-based
      compensation expense
                    
                    
                    164,178
                    
                    
                    
                    234,677Interest
      expense, net
                    
                    
                    42,415
                    
                    
                    
                    53,356Income
      tax expense
                    
                    
                    491,408
                    
                    
                    
                    403,111Adjusted
      EBITDA
                    
                    $
                    2,015,026
                    
                    
                    $
                    1,861,736




19


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 EndedMarch 31,2009
                  
                  
                  2010Revenue
                  
                  
                  100.0
                  %
                  
                  
                  100.0
                  %Direct
      Expenses:Clinical
      salaries and benefits
                  
                  
                  57.9
                  %
                  
                  
                  57.7
                  %Dental
      supplies
                  
                  
                  3.5
                  %
                  
                  
                  3.6
                  %Laboratory
      fees
                  
                  
                  4.2
                  %
                  
                  
                  4.3
                  %Occupancy
                  
                  
                  7.9
                  %
                  
                  
                  8.2
                  %Advertising
      and marketing
                  
                  
                  0.6
                  %
                  
                  
                  1.2
                  %Depreciation
      and amortization
                  
                  
                  4.0
                  %
                  
                  
                  3.7
                  %General
      and administrative
                  
                  
                  7.6
                  %
                  
                  
                  8.0
                  %85.6
                  %
                  
                  
                  86.7
                  %Contribution
      from dental offices
                  
                  
                  14.4
                  %
                  
                  
                  13.3
                  %Corporate
      Expenses:General
      and administrative
                  
                  
                  6.4
                  %(1)
                  
                  
                  7.2
                  %(1)Depreciation
      and amortization
                  
                  
                  0.1
                  %
                  
                  
                  0.1
                  %Operating
      income
                  
                  
                  7.9
                  %
                  
                  
                  6.0
                  %Interest
      expense
                  
                  
                  0.3
                  %
                  
                  
                  0.3
                  %Income
      before income taxes
                  
                  
                  7.6
                  %
                  
                  
                  5.7
                  %Income
      tax expense
                  
                  
                  3.2
                  %
                  
                  
                  2.4
                  %Net
      income
                  
                  
                  4.4
                  %
                  
                  
                  3.2
                  %





(1)
            Corporate
      expense - general and administrative includes $164,178 of stock-based
      compensation expense pursuant to ASC Topic 718 for the quarter ended March
      31, 2009 and $150,329 of stock-based compensation expense pursuant to ASC
      Topic 718 and $84,349 related to a long-term incentive program for the
      quarter ended March 31, 2010.




20


Quarter
Ended March 31, 2010 Compared to Quarter Ended March 31, 2009:




Revenue





For the quarter ended
March 31, 2010, revenue increased $1.2 million, or 7.8%, to $16.5 million
compared to $15.3 million for the quarter ended March 31,
2009.This increase is primarily attributable to revenue from
three Offices that were acquired during the fourth quarter 2009 and one de novo Office that was
opened during February 2010.  These four new Offices accounted for an
additional $1.1 million in revenue during the quarter ended March 31,
2010.





Direct
expenses




Clinical salaries and
benefits. For the quarter ended March 31, 2010, clinical salaries and
benefits increased $663,000, or 7.5%, to $9.5 million compared to $8.9
million for the quarter ended March 31, 2009. This increase is primarily
attributable to the four new Offices which accounted for an additional $669,000
of clinical salaries and benefits during the quarter ended March 31,
2010.  As a percentage of revenue, clinical salaries and benefits
decreased to 57.7% for the quarter ended March 31, 2010 compared to 57.9% for
the quarter ended March 31, 2009.




Dental supplies. For the
quarter ended March 31, 2010, dental supplies increased to $589,000 compared to
$539,000 for the quarter ended March 31, 2009, an increase of $50,000 or
9.2%.  This increase is primarily attributable to the four new Offices
which accounted for an additional $52,000 of dental supplies during the quarter
ended March 31, 2010.  As a percentage of revenue, dental supplies
increased to 3.6% for the quarter ended March 31, 2010 compared to 3.5% for the
quarter ended March 31, 2009.




Laboratory fees. For the
quarter ended March 31, 2010, laboratory fees increased to $719,000 compared to
$638,000 for the quarter ended March 31, 2009, an increase of $81,000 or
12.7%.  This increase is primarily attributable to the four new
Offices which accounted for an additional $52,000 of laboratory fees during the
quarter ended March 31, 2010.  In addition to the four new Offices,
increased laboratory fees related to higher material costs used for crowns was
also a factor in the increased laboratory costs.  As a percentage of
revenue, laboratory fees increased to 4.3% for the quarter ended March 31, 2010
compared to 4.2% for the quarter ended March 31, 2009




Occupancy. For the quarters
ended March 31, 2010, occupancy increased to $1.3 million compared to $1.2
million for the quarter ended March 31, 2009, an increase of $134,000 or
11.0%.  This increase is primarily attributable to the four new
Offices which accounted for an additional $97,000 of occupancy expense during
the quarter ended March 31, 2010.  As a percentage of revenue,
occupancy expense increased to 8.2% for the quarter ended March 31, 2010
compared to 7.9% for the quarter ended March 31, 2009.




Advertising and marketing.
For the quarter ended March 31, 2010, advertising and marketing expense
increased to $195,000 compared to $85,000 for the quarter ended March 31, 2009,
an increase of $110,000 or 129.6%.  This increase is attributable to a
television advertising campaign the Company initiated in February 2010 in its
Denver, Colorado market, a radio advertising campaign initiated in February 2010
in the Colorado Springs, Colorado and Albuquerque, New Mexico markets and an
internet advertising campaign initiated in August 2009.  The costs
associated with these campaigns during the quarter ended March 31, 2010 were
$61,000 for the television advertising, $15,000 for the radio advertising and
$15,000 for the internet advertising.  The four new Offices also
accounted for an additional $16,000 of advertising expense during the quarter
ended March 31, 2010.  As a percentage of revenue, advertising and
marketing expense increased to 1.2% for the quarter ended March 31, 2010
compared to 0.6% for the quarter ended March 31, 2009.




Depreciation and
amortization-Offices.For the quarter ended March 31, 2010, depreciation
and amortization expenses attributable to the Offices decreased to $615,000
compared to $618,000 for the quarter ended March 31, 2009, a decrease of $3,000
or 0.5%.  The decrease in deprecation and amortization is related to
assets at many Offices becoming fully depreciated during 2009 offset by
approximately $45,000 of additional depreciation and amortization related to the
four new Offices.  As a percentage of revenue, depreciation and
amortization expenses attributable to the Offices decreased to 3.7% for the
quarter ended March 31, 2010 compared to 4.0% for the quarter ended March 31,
2009.





General and
administrative-Offices:For the quarters ended March 31, 2010,
general and administrative expenses attributable to the Offices increased to
$1.3 million compared to $1.2 million for the quarter ended March 31, 2009, an
increase of $169,000 or 14.5%.  This increase is primarily
attributable to the four new Offices which accounted for an additional $104,000
of general and administrative expenses during the quarter ended March 31,
2010.  In addition to the four new Offices, repair and maintenance
expense increased $18,000, recruiting expense increased $18,000, computer
supplies and maintenance expense increased $15,000 and insurance expense
increased $11,000.  As a percentage of revenue, general and
administrative expenses increased to 8.0% for the quarter ended March 31, 2010
compared to 7.6% for the quarter ended March 31, 2009.


21




Contribution
from dental Offices




As a
result of revenue and direct expenses each increasing $1.2 million, contribution
from dental Offices remained constant at  $2.2 million for the
quarters ended March 31, 2010 and 2009. As a percentage of revenue, contribution
from dental Offices decreased to 13.3% for the quarter ended March 31, 2010
compared to 14.4% for the quarter ended March 31, 2009.




Corporate
expenses




Corporate expenses - general and
administrative. For the quarter ended March 31, 2010, corporate expenses
– general and administrative increased to $1.2 million compared to $975,000 for
the quarter ended March 31, 2009, an increase of $209,000 or
21.4%.  This increase is primarily related to an increase in executive
bonuses of $30,000, $162,000 accrued for the LTIP and $63,000 of incremental
legal and accounting expenses related to responding to Securities and Exchange
Commission comments pertaining to the Company’s Form 10-K for the year ended
December 31, 2008, offset by decreases of $21,000 in 401(k) match and $10,000 in
contract labor.  As a percentage of revenue, corporate expenses -
general and administrative increased to 7.2% for the quarter ended March 31,
2010 compared to 6.4% for the quarter ended March 31, 2009.




Corporate expenses - depreciation
and amortization. For the quarters ended March 31, 2010 and 2009,
corporate expenses - depreciation and amortization remained constant at
$22,000.  As a percentage of revenue, corporate expenses –
depreciation and amortization remained constant at 0.1% for the quarters ended
March 31, 2010 and 2009.




Operating
income




As a
result of the matters discussed above, the Company’s operating income decreased
by $220,000, or 18.2% to $991,000 for the quarter ended March 31, 2010 compared
to $1.2  million for the quarter ended March 31, 2009.  As a
percentage of revenue, operating income decreased to 6.0% for the quarter ended
March 31, 2010 compared to 7.9% for the quarter ended March 31,
2009.




Interest
expense/(income), net




For the
quarter ended March 31, 2010, interest expense increased to $53,000 compared to
$42,000 for the quarter ended March 31, 2009, an increase of $11,000 or 25.8%.
This increase in interest expense is attributable to higher interest rates on
the Credit Facility. As a percentage of revenue, interest expense remained
constant at 0.3% for the quarters ended March 31, 2010 and 2009.




Net
income




As a
result of the above, the Company’s net income was $534,000 for the quarter ended
March 31, 2010 compared to net income of $677,000 for the quarter ended March
31, 2009, a decrease of $143,000 or 21.1%. Net income for the quarter ended
March 31, 2010 was net of income tax expense of $403,000, while net income for
the quarter ended March 31, 2009 was net of income tax expense of $491,000. The
effective tax rate was 43.0% for the quarter ended March 31, 2010 compared to
42.1% for the quarter ended March 31, 2009.  As a percentage of
revenue, net income decreased to 3.2% for the quarter ended March 31, 2010
compared to 4.4% for the quarter ended March 31, 2009.




Liquidity
and Capital Resources




The
Company finances its operations and growth through a combination of cash
provided by operating activities and a Credit Facility.  As of March
31, 2010, the Company had a working capital deficit of approximately $2.6
million, retained earnings of $7.6 million and a cash balance of
$947,000.




Net cash
provided by operating activities was approximately $1.9 million for the quarters
ended March 31, 2010 and 2009.  During the 2010 period, 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 $1.1 million and an increase in income taxes
payable of approximately $203,000 offset by an increase in accounts receivable
of approximately $583,000 and an increase in prepaid expenses and other assets
of approximately $452,000.  During the 2009 period, 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 $639,000 and an increase in income taxes
payable of approximately $385,000 offset by an increase in accounts receivable
of approximately $420,000 and an increase in prepaid expenses and other assets
of approximately $259,000.


22




Net cash
used in investing activities was approximately $618,000 and $100,000for
the quarters ended March 31, 2010 and 2009, respectively. For the quarter ended
March 31, 2010, the Company invested $442,000 in the development of new dental
centers and $184,000 in  the purchase of additional equipment. For the
quarter ended March 31, 2009, the Company invested $100,000 in the purchase of
additional equipment.




Net cash
used in financing activities was approximately $1.1million for the quarter
ended March 31, 2010 and $1.8 million for the quarter ended March 31, 2009.
During the quarter ended March 31, 2010, net cash used in financing activities
was comprised of approximately $174,000 used in the purchase and retirement of
Common Stock, approximately $316,000 for the payment of dividends, approximately
$366,000 used to pay down the Credit Facility and $230,000 for the repayment of
the Term Loan.  During the quarter ended March 31, 2009, net cash used
in financing activities was comprised of approximately $69,000 used in the
purchase and retirement of Common Stock, approximately $317,000 for the payment
of dividends, approximately $1.2 million used to pay down the Credit Facility
and $230,000 for the repayment of the Term Loan.





On June
30, 2009, the Company amended its Credit Facility.  The amended Credit
Facility extends the expiration of the Credit Facility from May 31, 2010 to May
31, 2011.  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 0.5% to
2.5%.  The LIBOR option computes interest at the LIBOR rate as of the
date such LIBOR rate loan was made plus a LIBOR rate margin.  The
amendment states that the LIBOR rate is the higher of 1.5% or the LIBOR rate and
the margin is adjusted from 1.25% to 3.875%.  As of March 31, 2010,
the Company’s LIBOR borrowing rate was 5.375% and the Base Rate borrowing rate
was 5.75%.  Management believes that the LIBOR and Base Rate margins
increased as a result of the lender’s increased cost of funds and not because of
the Company’s credit quality.  A commitment fee on the average daily
unused amount of the revolving loan commitment during the preceding quarter is
also assessed and increased from 0.25% to 0.40% as of June 1, 2009 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 March 31, 2010, the Company
had $3.3  million outstanding and $3.7 million available for
borrowing under the Credit Facility.  The outstanding amount consisted
of $3.0 million outstanding under the LIBOR rate option and $306,000 outstanding
under the Base Rate option.  The Credit Facility requires the Company
to comply with certain covenants and financial ratios. At March 31, 2010, the
Company was in full compliance with all of its covenants under the Credit
Facility.





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 March 31, 2010, $690,000
was outstanding at the fixed rate of 7.05% and $690,000 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 March
31, 2010, the Company was in full compliance with all of its covenants under the
Term Loan.





As of
March 31, 2010, the Company had budgeted capital commitments for the next 12
months of approximately $1.2 million to develop a de novo Office in Denver,
Colorado.





As of
March 31, 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
                                              
                                              $
                                              4,685,899
                                              
                                              
                                              $
                                              920,000
                                              
                                              
                                              $
                                              3,765,899
                                              
                                              
                                              $
                                              -
                                              
                                              
                                              $
                                              -Operating
      lease obligations
                                              
                                              
                                              10,626,984
                                              
                                              
                                              
                                              3,318,635
                                              
                                              
                                              
                                              4,742,372
                                              
                                              
                                              
                                              2,263,783
                                              
                                              
                                              
                                              302,194Total
                                              
                                              $
                                              15,312,883
                                              
                                              
                                              $
                                              4,238,635
                                              
                                              
                                              $
                                              8,508,271
                                              
                                              
                                              $
                                              2,263,783
                                              
                                              
                                              $
                                              302,194




23





The
Company from time to time may purchase its Common Stock on the open market.
During the quarter ended March 31, 2010, the Company purchased 10,760 shares of
its Common Stock for total consideration of approximately $174,000 at prices
ranging from $15.20 to $17.40.  All purchases were made on the open
market pursuant to a stock repurchase program that was approved by the Board of
Directors. As of March 31, 2010, there was approximately $515,000 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 March 31, 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 March 31, 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.





In
connection with the restatements as described in this report and in the Form
10-K for the year ended December 31, 2009,  management of the Company
re-evaluated the effectiveness of its disclosure controls and procedures and
internal control over financial reporting.  As a result of this
re-evaluation, management determined that, as of December 31, 2008 and 2009,
there was a control deficiency that constituted a material weakness in the
Company’s internal controls.  The material weakness was a result of a
lack of controls to identify variable interest entities and the consolidation of
variable interest entities under GAAP.  Accordingly, additional
enhancements to the control environment have been implemented in 2010 to ensure
that controls related to these material weaknesses are strengthened and will
operate effectively.





In the
first quarter of 2010, the Company implemented controls to more readily identify
variable interest entities and to consolidate such variable interest entities
properly under GAAP.  These controls include a review by the Company’s
Chief Financial Officer of any new material contracts to compare the terms of
such contracts to the requirements for consolidation under variable interest
entity accounting. The Company may also consider implementing a control that
would engage outside consultants if additional resources are needed to address
any issues regarding variable interest entity accounting or other new accounting
pronouncements in the future.


24





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 January 1, 2010 through March 31, 2010.





Issuer Purchases of Equity SecuritiesPeriod
                
                TotalNumber
                  ofShares
                  Purchased
                
                
                AveragePrice
                  Paidper Share
                
                
                TotalNumber
                  ofShares
                  Purchasedas
                  Part ofPublicly
                  Announced
                  Plans or
                  Programs(1)
                
                
                Approximate
                  Dollar Valueof
                  SharesThat
                  MayYet Be
                  Purchased
                  Under the
                  Plans or
                  Programs(1)January
      1, 2010 through January 31, 2010
                
                
                10,587
                (2)
                
                $
                15.75
                
                
                
                4,260
                
                
                $
                621,255February
      1, 2010 through February 28, 2010
                
                
                2,500
                
                
                
                15.86
                
                
                
                2,500
                
                
                $
                581,595March
      1, 2010 through March 31, 2010
                
                
                4,000
                
                
                
                16.74
                
                
                
                4,000
                
                
                $
                514,637Total
                
                
                17,087
                
                
                $
                16.00
                
                
                
                10,760





(1)
            The stock repurchase program has
      been ongoing for more than five years and there is no expiration date for
      the program.  Most recently, on January 23, 2008, the Board of
      Directors authorized the Company to make available open market purchases
      of its Common Stock of up to $1 million.  On May 1, 2008, the
      Company’s Board of Directors approved up to $2 million of stock
      repurchases.  On July 30, 2008, the Board of Directors approved
      an additional $1 million of stock repurchases.  On August 12,
      2008, the Board of Directors approved up to $2 million of stock
      repurchases.  On December 16, 2009, the Board of Directors
      approved an additional $500,00 of stock repurchases.  Common
      Stock repurchases may be made from time to time as the Company’s
      management deems
appropriate.


(2)
            Includes 6,327 shares of Common
      Stock purchased to cover taxes associated with the exercise of
      non-qualified stock
options.


25




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.




26




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:  May
      14,2010
                            By:
                            /s/
      Frederic W.J. BirnerName:
                            Frederic
      W.J. BirnerTitle:
                            Chairman
      of the Board and Chief Executive Officer(Principal
      Executive Officer)Date: May
      14, 2010
                            By:
                            /s/
      Dennis N. GentyName:
                            Dennis
      N. GentyTitle:
                            Chief
      Financial Officer, Secretary, and Treasurer(Principal
      Financial and Accounting
Officer)


27