UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
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[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2008
OR
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE TRANSITION PERIOD FROM __________________ TO __________________________
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COMMISSION FILE NUMBER: 000-26703
Union Dental Holdings, Inc.
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(Name of registrant as specified in its charter)
FLORIDA 65-0710392
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1700 University Drive, Suite 200
Coral Springs, Florida 33071
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(Address of principal executive offices) (Zip Code)
(954) 575-2252
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(Registrant's telephone number, including area code)
N/A
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(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 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.
------------------------------------------- --- -------------------------- ---
Large accelerated filer [_] Accelerated filer [_]
------------------------------------------- --- -------------------------- ---
Non-accelerated filer Smaller reporting company [X]
(Do not check if smaller reporting 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]
Indicated the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date, 112,572,510 shares of common
stock are issued and outstanding as of August 1, 2008.
TABLE OF CONTENTS
Page No.
PART I. - FINANCIAL INFORMATION
Item 1. Financial Statements 4
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations. 23
Item 3. Quantitative and Qualitative Disclosures About Market Risk. 31
Item 4. Controls and Procedures. 31
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. 32
Item 1A. Risk Factors. 32
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 32
Item 3. Defaults Upon Senior Securities. 33
Item 4. Submission of Matters to a Vote of Security Holders. 33
Item 5. Other Information. 33
Item 6. Exhibits. 33
Signatures 33
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2008
contains "forward-looking statements". Generally, the words "believes",
"anticipates," "may," "will," "should," "expect," "intend," "estimate,"
"continue," and similar expressions or the negative thereof or comparable
terminology are intended to identify forward-looking statements which include,
but are not limited to, statements concerning the Company's expectations
regarding its working capital requirements, financing requirements, business
prospects, and other statements of expectations, beliefs, future plans and
strategies, anticipated events or trends, and similar expressions concerning
matters that are not historical facts. Such statements are subject to certain
risks and uncertainties, including the matters set forth in this Quarterly
Report or other reports or documents the Company files with the Securities and
Exchange Commission from time to time, which could cause actual results or
outcomes to differ materially from those projected. Undue reliance should not be
placed on these forward-looking statements which speak only as of the date
hereof. The Company undertakes no obligation to update these forward-looking
statements. In addition, the forward-looking statements in this Quarterly Report
on Form 10-Q involve known and unknown risks, uncertainties and other factors
that could cause the actual results, performance or achievements of the Company
to differ materially from those expressed in or implied by the forward-looking
statements contained herein.
OTHER PERTINENT INFORMATION
When used in this report, the terms "Union Dental," the "Company," " we," "our,"
and "us" refers to Union Dental Holdings, Inc., a Florida corporation.
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements.
UNION DENTAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
Year ended
June 30, 2008 December 31, 2007
(Unaudited) (Audited)
--------------------- ---------------------
ASSETS
CURRENT ASSETS:
Cash $ 5,605 $ 13,486
Accounts receivable, net 298,672 326,842
Inventory of supplies 37,480 37,480
Prepaid expenses and other current assets 1,833 27,724
--------------------- ---------------------
Total current assets 343,590 405,532
Property and equipment, net 208,647 164,019
Other assets - 1,680
--------------------- ---------------------
Total Assets $ 552,237 $ 571,231
===================== =====================
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
Convertible notes payable $ 544,363 586,408
Convertible debenture payable 226,873 226,873
Notes payable 693,572 752,899
Loan payable - related party 267,363 268,451
Line of credit 50,650 20,650
Accounts payable 87,100 74,395
Accrued expenses 170,025 129,603
Unearned membership fees 154,960 333,752
Derivative liability 874,014 613,722
--------------------- ---------------------
Total current liabilities 3,068,920 3,006,753
--------------------- ---------------------
Commitments and contingencies - -
SHAREHOLDERS' DEFICIT:
Preferred stock ($.0001 Par value; 25,000,000 shares authorized;
3,000,000 shares issued and outstanding) 300 300
Common stock ($.0001 Par value; 300,000,000 share authorized;
112,572,510 shares and 103,078,014 issued and outstanding at
June 30, 2008 and December 31, 2007, respectively) 11,257 10,308
Additional paid-in capital 3,851,724 3,761,347
Accumulated deficit (4,890,253) (4,717,766)
Shareholder transactions (1,489,711) (1,489,711)
--------------------- ---------------------
Total shareholders' deficit (2,516,683) (2,435,522)
--------------------- ---------------------
Total liabilities and shareholders' deficit $ 552,237 $ 571,231
===================== =====================
See accompanying notes to unaudited consolidated financial statements.
4
UNION DENTAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended For the Six Months Ended
June 30, June 30,
2008 2007 2008 2007
-------------------- ------------------ ----------------- ----------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Revenues, net $ 740,443 556,739 $ 1,450,038 $ 1,189,376
Other revenue - 190,000 - 190,000
-------------------- ------------------ ----------------- ----------------
Total Revenues 740,443 746,739 1,450,038 1,379,376
Operating expenses:
Cost of services performed 108,504 69,472 215,361 154,638
Salaries and related taxes and stock-
based compensation 330,896 385,006 620,955 844,184
Depreciation and amortization 17,216 16,837 34,431 33,739
Professional fees 19,032 36,566 51,703 83,023
Consulting fees 7,950 94,375 20,650 265,800
Other general and administrative 136,351 262,053 325,443 451,641
-------------------- ------------------ ----------------- ----------------
Total operating expenses 619,949 864,309 1,268,543 1,833,025
-------------------- ------------------ ----------------- ----------------
Income (loss) from operations 120,494 (117,570) 181,495 (453,649)
-------------------- ------------------ ----------------- ----------------
Other income (expense):
Amortization of debt issuance costs - - - (6,685)
Gain (loss) from valuation of (280,895) (116,288) (305,288) (319,899)
derivatives liability
Interest income 32 34 127 34
Interest expense (23,727) (32,374) (48,821) (67,790)
-------------------- ------------------ ----------------- ----------------
Total other expense (304,590) (148,628) (353,982) (394,340)
-------------------- ------------------ ----------------- ----------------
Loss before provision for income taxes (184,096) (266,198) (172,487) (847,989)
Income tax expense - - - -
-------------------- ------------------ ----------------- ----------------
Net loss $ (184,096) (266,198)$ (172,487)$ (847,989)
==================== ================== ================= ================
Net loss per common share:
Net loss per common share - basic $ - - $ - $ (0.01)
==================== ================== ================= ================
Net loss per common share - diluted $ - - $ - $ (0.01)
==================== ================== ================= ================
Weighted average common shares
outstanding - basic 110,779,103 63,375,969 109,625,005 59,113,969
==================== ================== ================= ================
Weighted average common shares
outstanding - diluted 110,779,103 63,375,969 109,625,005 59,113,969
==================== ================== ================= ================
See accompanying notes to unaudited consolidated financial statements.
5
UNION DENTAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended
June 30,
----------------------------------------
2008 2007
------------------- -------------------
(Unaudited) (Unaudited)
Cash Flows From Operating Activities:
Net loss $ (172,487) $ (847,989)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 34,431 33,738
Stock-based compensation and consulting - 529,358
Amortization of debt issuance costs - 6,685
Amortization of discount of debenture and note payable - 2,463
Gain (loss) from valuation of derivatives 305,288 319,899
Changes in assets and liabilities:
Accounts receivable 28,170 (47,046)
Prepaid expenses and other current assets 25,891 (886)
Accounts payable 16,990 (6,863)
Accrued expenses 40,422 29,642
Accrued interest included in note payable - 13,074
Due to related parties - (3,000)
Unearned membership fees (178,792) 66,417
------------------- -------------------
Net cash provided by (used in) operating activities 101,593 95,492
------------------- -------------------
Cash Flows From Investing Activities:
Purchase of property and equipment (79,059) -
------------------- -------------------
Net cash used in investing activities (79,059) -
------------------- -------------------
Cash Flows From Financing Activities:
Net proceeds from sales of common stock - 50,025
Proceeds from note payable - 35,025
Proceeds from loan payable - related party (1,088) 270,000
Line of credit 113,681 650
Payments on loans payable - related party - (506)
Payments on notes payable (143,008) (404,604)
------------------- -------------------
Net cash used in financing activities (30,415) (49,410)
------------------- -------------------
Net increase (decrease) in cash (7,881) 46,082
Cash - beginning of year 13,486 117,556
------------------- -------------------
Cash - end of period $ 5,605 $ 163,638
=================== ===================
Supplemental Disclosures of Cash Flow Information
Cash payments for interest $ 39,605 $ 44,676
=================== ===================
Cash payments for income taxes $ - $ -
=================== ===================
Non-cash investing and financing activities:
Issuance of common stock for debt and accrued interest $ 42,046 $ 119,879
=================== ===================
Reclassification of derivative liability to equity $ 44,996 $ 168,466
=================== ===================
Common stock issued in connection with accrued services $ 4,284 $ 75,278
=================== ===================
See accompanying notes to unaudited consolidated financial statements.
6
UNION DENTAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2008
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Union Dental Holdings, Inc., (f/k/a National Business Holdings, Inc.), (the
"Company") is a Florida corporation which conducts business from its
headquarters in Ft. Lauderdale, Florida. The Company was incorporated on
November 26, 1996. On December 27, 2004, the Company entered into a Share
Exchange and Reorganization Agreement ("Reorganization") with both Union Dental
Corp. ("UDC"), a Florida corporation and Direct Dental Services, Inc. ("DDS"), a
Florida corporation, whereby UDC and DDS became wholly-owned subsidiaries of the
Company in exchange for an aggregate of 17,500,000 shares of its common stock
and 1,000,000 shares of its preferred stock issued to Dr. George Green with each
share of preferred stock providing voting rights equal to 15 shares of the
Company's common stock. In addition, the Company agreed to recognize the
3,452,250 issued and outstanding options to purchase UDC common stock as options
to purchase the Company's common stock. Pursuant to the Reorganization
Agreement, 22,287,977 shares of the Company's common stock were canceled. As a
result, UDC's and DDS's former stockholders became the Company's majority
stockholders with the Company's former shareholders retaining 10,000,000 shares
of common stock.
On January 11, 2005, the Company amended its Articles of Incorporation to change
its name from National Business Holdings, Inc. to Union Dental Holdings, Inc.
The acquisition of UDC and DDS by the Company was accounted for as a reverse
merger because on a post-merger basis, the former UDC and DDS shareholders hold
a majority of the outstanding common stock of the Company on a voting and fully
diluted basis. As a result, UDC and DDS were deemed to be the acquirer for
accounting purposes. Accordingly, the consolidated financial statements
presented for the period ending June 30, 2008, are those of the combined results
of UDC and DDS for all periods prior to the acquisition, and the financial
statements of the consolidated companies from the acquisition date forward. The
historical shareholders' deficit of the combined results of UDC and DDS prior to
the acquisition have been retroactively restated (a recapitalization) for the
equivalent number of shares received in the acquisition after giving effect to
any differences in the par value of the Company and the combined UDC and DDS
common stock, with an offset to additional paid-in capital. The restated
consolidated retained earnings of the accounting acquirer (UDC and DDS) are
carried forward after the acquisition.
Through its wholly-owned subsidiaries, UDC and DDS, the Company operates two
distinct lines of business.
UDC operates a network of duly licensed dental providers, the Dental Referral,
who provide dental services through the network to union members in accordance
with arrangements between UDC and various labor unions. UDC is not limited as to
the type of labor union which it may solicit. UDC charges an annual management
services fee to the participating dentists to practice in an "area of
exclusivity" for union members. UDC currently has exclusive contracts with
several local unions.
DDS acquired the assets of George D. Green, DDS, PA and manages the operation of
that general dental practice.
7
UNION DENTAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2008
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Basis of presentation
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information. Accordingly, the consolidated financial statements do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments considered necessary for a fair presentation have
been included and such adjustments are of a normal recurring nature. These
consolidated financial statements should be read in conjunction with the
consolidated financial statements for the year ended December 31, 2007 and notes
thereto and other pertinent information contained in Form 10-KSB of Union Dental
Holdings, Inc. (the "Company") as filed with the Securities and Exchange
Commission (the "Commission"). The results of operations for the six months
ended June 30, 2008 are not necessarily indicative of the results for the full
fiscal year ending December 31, 2008.
The consolidated financial statements are prepared in accordance with generally
accepted accounting principles in the United States of America ("US GAAP"). The
consolidated financial statements of the Company include the Company and its
wholly-owned subsidiaries. All material intercompany balances and transactions
have been eliminated.
Use of estimates
The preparation of financial statements in conformity with US GAAP requires
management to make estimates and assumptions that affect certain reported
amounts and disclosures. Accordingly, actual results could differ from those
estimates. Significant estimates in 2008 and 2007 include the allowance for
doubtful accounts, stock-based compensation, valuation of derivative
liabilities, and the useful life of property and equipment.
Fair value of financial instruments
The carrying amounts reported in the balance sheet for cash, accounts
receivable, accounts payable and accrued expenses, debenture and loans payable
approximate their fair market value based on the short-term maturity of these
instruments.
Inventory of dental supplies
The Company values inventory of dental supplies at the lower of cost or market,
using the specific unit cost method.
8
UNION DENTAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2008
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Accounts receivable
The Company has a policy of reserving for uncollectible accounts based on its
best estimate of the amount of probable credit losses in its existing accounts
receivable. The Company periodically reviews its accounts receivable to
determine whether an allowance is necessary based on an analysis of past due
accounts and other factors that may indicate that the realization of an account
may be in doubt. Account balances deemed to be uncollectible are charged to the
allowance after all means of collection have been exhausted and the potential
for recovery is considered remote. At June 30, 2008, the Company has
established, based on a review of its outstanding balances, an allowance for
doubtful accounts in the amount of $22,196. During the six months ended June 30,
2008, the Company wrote-off approximately $88,000 of uncollectible accounts
receivable.
Property and equipment
Property and equipment are carried at cost. The cost of repairs and maintenance
is expensed as incurred; major replacements and improvements are capitalized.
When assets are retired or disposed of, the cost and accumulated depreciation
are removed from the accounts, and any resulting gains or losses are included in
income in the year of disposition. In accordance with Statement of Financial
Accounting Standards (SFAS) No. 144, "Accounting for the Impairment or Disposal
of Long-Lived Assets", the Company examines the possibility of decreases in the
value of fixed assets when events or changes in circumstances reflect the fact
that their recorded value may not be recoverable.
Impairment of long-lived assets
In accordance with Statement of Financial Accounting Standards (SFAS) No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets," The Company
periodically reviews its long-lived assets for impairment whenever events or
changes in circumstances indicate that the carrying amount of the assets may not
be fully recoverable. The Company recognizes an impairment loss when the sum of
expected undiscounted future cash flows is less than the carrying amount of the
asset. The amount of impairment is measured as the difference between the
asset's estimated fair value and its book value. The Company did not consider it
necessary to record any impairment charges during the six months ended June 30,
2008.
Income taxes
The Company was taxed as an S-Corporation combination until December 31, 2004,
when the Company changed its form of ownership to a C corporation. As a result
of the change of ownership, the Company accounts for income taxes under the
liability method in accordance with Statement of Financial Accounting Standards
No. 109, "Accounting for Income Taxes". Under this method, deferred income tax
assets and liabilities are determined based on differences between the financial
reporting and tax bases of assets and liabilities and are measured using the
enacted tax rates and laws that will be in effect when the differences are
expected to reverse.
9
UNION DENTAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2008
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Had income taxes been determined based on an effective tax rate of 37.6%
consistent with the method of SFAS 109, the Company's net losses for all periods
presented would not materially change.
Loss per common share
In accordance with SFAS No. 128 "Earnings Per Share," Basic earnings per share
is computed by dividing net income by the weighted average number of shares of
common stock outstanding during the period. Diluted earnings per share is
computed by dividing net income by the weighted average number of shares of
common stock, common stock equivalents and potentially dilutive securities
outstanding during each period. Diluted loss per common share is not presented
during the six months ended June 30, 2008 because it is anti-dilutive. The
Company's common stock equivalents at June 30, 2008 include the following:
Convertible debentures 36,450,750
Derivatives options 159,168,094
Options 1,508,000
Warrants 1,304,348
---------------
198,431,192
===============
Revenue recognition
The Company follows the guidance of the Securities and Exchange Commission's
Staff Accounting Bulletin 104 for revenue recognition. In general, the Company
records revenue when persuasive evidence of an arrangement exists, services have
been rendered or product delivery has occurred, the sales price to the customer
is fixed or determinable, and collectibility is reasonably assured. The
following policies reflect specific criteria for the various revenues streams of
the Company:
DDS selects certain dentists in selected geographical areas to represent the
Company. The dentist enters into an exclusive agreement with DDS for an annual
management services fee, which is based on each specialty the dentist provides
to the patients on a per office basis. DDS receives a yearly membership fee from
each dentist in order for him/her to maintain the exclusive area of each
specialty that the dentist provides. Revenues from membership fees are
recognized over the term of the contract. Unearned membership fees at June 30,
2008 and 2007 amounted to $154,960 and $411,908 respectively, and will be
recognized as revenues over their respective term of contract.
The Company recognizes revenue from its dental practice when dental services are
provided.
10
UNION DENTAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2008
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Concentrations of credit risk
The Company maintains its cash in bank deposit accounts, which, at times, exceed
federally insured limits. During the six month period ended June 30, 2008, the
Company has not reached bank balances exceeding the FDIC insurance limit. The
Company has not experienced any losses in such accounts through June 30, 2008.
Stock-based compensation
Effective January 1, 2006, the Company adopted Statement of Financial Accounting
Standards No. 123 (revised 2004), Share Based Payment ("SFAS No. 123R"). SFAS
No. 123R establishes the financial accounting and reporting standards for
stock-based compensation plans. As required by SFAS No. 123R, the Company
recognized the cost resulting from all stock-based payment transactions
including shares issued under its stock option plans in the financial
statements.
Prior to January 1, 2006, the Company accounted for stock-based employee
compensation plans (including shares issued under its stock option plans) in
accordance with APB Opinion No. 25 and followed the pro forma net income, pro
forma income per share, and stock-based compensation plan disclosure
requirements set forth in the Statement of Financial Accounting Standards No.
123, Accounting for Stock-Based Compensation ("SFAS No. 123"). For the six
months ended June 30, 2008, the Company did not grant any stock options.
Non-Employee Stock Based Compensation
The cost of stock based compensation awards issued to non-employees for services
are recorded at either the fair value of the services rendered or the
instruments issued in exchange for such services, whichever is more readily
determinable, using the measurement date guidelines enumerated in Emerging
Issues Task Force Issue ("EITF") 96-18, "Accounting for Equity Instruments That
Are Issued to Other Than Employees for Acquiring, or in Conjunction with
Selling, Goods or Services" ("EITF 96-18").
Common stock purchase warrants
The Company accounts for common stock purchase warrants in accordance with the
provisions of Emerging Issues Tack Force Issue ("EITF") issue No. 00-19
"Accounting for Derivative Financial Instruments Indexed to, and Potentially
Settled in, a Company's Own Stock" ("EITF 00-19"). Based on the provisions of
EITF 00-19, the Company classifies as equity any contracts that (i) require
physical settlement or net-share settlement, or (ii) gives the company a choice
of net-cash settlement or settlement in its own shares (physical settlement or
net-share settlement). The Company classifies as assets or liabilities any
contracts that (i) require net-cash settlement (including a requirement to net
cash settle the contract if an event occurs and if that event is outside the
control of the company), or (ii) give the counterparty a choice of net-cash
settlement or settlement in shares (physical settlement or net-share
settlement).
11
UNION DENTAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2008
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Recent accounting pronouncements
In December 2007, the FASB issued SFAS No. 141(R), "Business Combinations,"
which replaces SFAS No. 141, " Business Combinations," which, among other
things, establishes principles and requirements for how an acquirer entity
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed (including intangibles) and any noncontrolling
interests in the acquired entity. SFAS No. 141(R) applies prospectively to
business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after December
15, 2008. We are currently evaluating what impact our adoption of SFAS No.
141(R) will have on our financial statements.
In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB No. 51." SFAS No. 160
amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It also amends certain of ARB 51's consolidation procedures for
consistency with the requirements of SFAS No. 141(R). SFAS No. 160 is effective
for fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008. We are currently evaluating what impact our adoption of
SFAS No. 160 will have on our financial statements.
On January 1, 2008, the Company adopted the provisions of Statement of Financial
Accounting Standards ("SFAS") No. 157, "Fair Value Measurements" ("SFAS 157").
SFAS 157 defines fair value as used in numerous accounting pronouncements,
establishes a framework for measuring fair value and expands disclosure of fair
value measurements. In February 2008, the Financial Accounting Standards Board
("FASB") issued FASB Staff Position, "FSP FAS 157-2--Effective Date of FASB
Statement No. 157" ("FSP 157-2"), which delays the effective date of SFAS 157
for one year for certain nonfinancial assets and nonfinancial liabilities,
except those that are recognized or disclosed at fair value in the financial
statements on a recurring basis (at least annually). Excluded from the scope of
SFAS 157 are certain leasing transactions accounted for under SFAS No. 13,
"Accounting for Leases." The exclusion does not apply to fair value measurements
of assets and liabilities recorded as a result of a lease transaction but
measured pursuant to other pronouncements within the scope of SFAS 157. The
Company does not expect that the adoption of the provisions of FSP 157-2 will
have a material impact on its financial position, cash flows or results of
operations.
In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative
Instruments and Hedging Activities ("SFAS 161"). This statement requires
companies to provide enhanced disclosures about (a) how and why they use
derivative instruments, (b) how derivative instruments and related hedged items
are accounted for under Statement 133 and its related interpretations, and (c)
how derivative instruments and related hedged items affect a company's financial
position, financial performance, and cash flows. SFAS 161 is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008. The Company will adopt the new disclosure requirements on or
before the required effective date and thus will provide additional disclosures
in its financial statements when adopted.
12
UNION DENTAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2008
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Recent accounting pronouncements (continued)
In April 2008, FASB Staff Position No. 142-3, Determination of the Useful Life
of Intangible Assets (FSP 142-3) was issued. This standard 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 FASB Statement
No. 142, Goodwill and Other Intangible Assets. FSP 142-3 is effective for
financial statements issued for fiscal years beginning after December 15, 2008,
and interim periods within those fiscal years. Early adoption is prohibited. The
Company has not determined the impact on its financial statements of this
accounting standard.
Other accounting standards that have been issued or proposed by the FASB or
other standards-setting bodies that do not require adoption until a future date
are not expected to have a material impact on the consolidated financial
statements upon adoption.
NOTE 2 - PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
Useful Life June 30, 2008 December 31, 2007
---------- --------------- -----------------
Computer equipment 5 Years $ 12,749 $ 9,695
Office equipment 5 years 441,702 424,747
Office furniture and fixtures 7 Years 62,128 62,128
Leasehold improvements 10 Years 89,642 30,593
---------------- --------------
606,221 527,163
Less: accumulated depreciation (397,574) (363,144)
---------------- --------------
$ 208,647 $ 164,019
================ ==============
For the six months ended June 30, 2008 and 2007, depreciation expense amounted
to $34,431 and $33,738, respectively.
13
UNION DENTAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2008
NOTE 3 - CONVERTIBLE DEBENTURES PAYABLE
On August 17, 2005, the Company entered into a Debenture Agreement with Dutchess
Private Equity Fund II, LLP ("Dutchess"), an accredited investor, for the
issuance and sale of $600,000 of 10% secured convertible debentures in a private
transaction exempt from registration under the Securities Act of 1933 in
reliance on exemptions provided by Section 4(2) and Regulation D of that act. On
August 17, 2005, the Company issued Dutchess a $600,000 principal amount 10%
secured convertible debenture due August 17, 2010. At the time of signing the
Debenture Agreement, the Company also issued Dutchess five-year common stock
purchase warrants to purchase 1,304,348 shares of the Company's common stock at
$.092 per share. Interest is payable on the secured convertible debentures at
the rate of 10% per year. Amortizing payments will be made by the Company in
satisfaction of this Debenture. Payments shall be made monthly on the first day
of each business day of each month while there is an outstanding balance on the
Debenture, to the Holder, in the amounts outlined below on the following
schedule:
Payment for Month 1
(due within three (3) days of the Issuance Date) $4,951
Payments for Months 2 and 3, respectively $4,951
Payment for Month 4 and each month thereafter $62,716
The principal amount of the Debenture plus accrued interest may be converted at
the option of the Dutchess into shares of the Company's common stock, anytime
following the closing date, at a conversion price equal to the lesser of (i) the
lowest closing bid price during the 15 days of full trading, as defined, prior
to the conversion date; or (ii) $0.092. In addition, in the event that any
portion of the debenture remains outstanding on the maturity date of August 17,
2010, such outstanding amount shall be automatically converted into shares of
the Company's common stock. In the event that the Company does not make delivery
of the common stock as instructed by Dutchess, the Company shall be obligated to
pay to Dutchess 3% in cash of the dollar value of the debentures being
converted, compounded daily, per each day after the 3rd business day following
the conversion date that the common stock is not delivered to Dutchess.
In the Event of default as defined in the Debenture Agreement, Dutchess may
among other things:
(a) elect to secure a portion of the Company's assets not to exceed 200%
of the Face Amount of the Note, in Pledged Collateral;
(b) elect to garnish revenue from the Company in an amount that will repay
the Holder on the payment schedule set forth above;
(c) exercise its right to increase the Face Amount of the debenture by ten
percent (10%) as an initial penalty and for each Event of Default
under the Debenture;
14
UNION DENTAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2008
NOTE 3 - CONVERTIBLE DEBENTURES PAYABLE (continued)
(d) elect to increase the Face Amount by two and one-half percent (2.5%)
per month (pro-rata for partial periods) paid as a penalty for
liquated damages which will be compounded daily;
The debenture provides that Dutchess shall not be entitled to convert that
amount of Debenture into common stock, which when added with the sum of the
number of shares beneficially owned by Dutchess would exceed 4.99% of the number
of shares of our common stock outstanding on the conversion date.
In order to secure its obligations under the secured convertible debenture and
related documents, the Company has granted the debenture holder a security
interest in all of its assets and property.
In accordance with Statement of Financial Accounting Standards No. 133,
`Accounting for Derivative Instruments and Hedging Activities', ("FASB 133"),
the Company determined that the conversion feature of the Debentures met the
criteria of an embedded derivative and therefore the conversion feature of the
debt needed to be bifurcated and accounted for as a derivative. Due to the reset
provisions of the Debentures, the debt does not meet the definition of
"conventional convertible debt" because the number of shares which may be issued
upon the conversion of the debt is not fixed. Therefore, the conversion feature
fails to qualify for equity classification under EITF 00-19, and must be
accounted for as a derivative liability.
The $600,000 face amount of the debenture was stripped of its conversion feature
due to the accounting for the conversion feature as a derivative, which was
recorded using the residual proceeds method, whereby any remaining proceeds
after allocating the proceeds to the warrants and conversion option were
attributed to the debt. At June 30, 2008, the Company revalued this derivative
liability. For the six months ended June 30, 2008, after adjustment, the Company
recorded a loss on revaluation of this derivative liability of $32,512. At June
30, 2008 and December 31, 2007, the balance of the convertible debenture
amounted to $226,873.
NOTE 4 - EQUITY CREDIT LINE
On August 17, 2005, the Company entered into an Investment Agreement with
Dutchess Private Equities Fund II, LLP ("Dutchess"). Pursuant to this Agreement,
Dutchess committed to purchase up to $5,000,000 (the "Line") of the Company's
common stock over the course of 36 months ("Line Period"), after the
registration statement was declared effective by the SEC in September 2005 (the
"Effective Date"). The amount that the Company shall be entitled to request from
each of the purchase "Puts", shall be equal to either (1) $100,000 or (2) 200%
of the averaged daily volume (US market only) ("ADV") of the Company's common
stock for the 20 trading days prior to the "Put" notice, multiplied by the
average of the 3 daily closing prices immediately preceding the Put Date. The
Pricing Period shall be the five (5) consecutive trading days immediately after
the Put Date. The Market Price shall be the lowest closing bid price of the
Company's common stock during the Pricing Period. The Purchase Price shall be
set at 95% of the Market Price. This Investment Agreement establishes what is
sometimes termed an equity line of credit or an equity drawdown facility.
15
UNION DENTAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2008
NOTE 4 - EQUITY CREDIT LINE (continued)
In general, the drawdown facility operates as follows: Dutchess, has committed
to provide the Company up to $5,000,000 as it requests over a 36 month period,
in return for common stock the Company issues to Dutchess. The Company, at its
sole discretion, may during the Open Period deliver a "put notice" (the "Put
Notice") to Dutchess which states the dollar amount which the Company intends to
sell to Dutchess on the Closing Date. The Open Period is the period beginning on
the trading after the Effective Date and which ends on the earlier to occur of
36 months from the Effective Date or termination of the Investment Agreement in
accordance with its terms. The Closing Date shall mean no more than 7 trading
days following the Put Notice Date. The Put Notice Date shall mean the Trading
Day immediately following the day on which Dutchess receives a Put Notice, as
defined in the agreement. During the Open Period, the Company shall not be
entitled to submit a Put Notice until after the previous Closing has been
completed. Additionally, Dutchess shall not be obligated to honor any Put Notice
if at the time of the Put Notice Dutchess would own more than 4.99% of the
Company's issued and outstanding common stock.
Upon the receipt by Dutchess of a validly delivered Put Notice, Dutchess shall
be required to purchase from the Company, during the period beginning on the Put
Notice Date and ending on and including the date that is 5 trading days after
such Put Notice, that number of shares having an aggregate purchase price equal
to the lesser of (a) the Put Amount set forth in the Put Notice, or (b) 20% of
the aggregate trading volume of the Company's common stock during the applicable
Pricing Period times (x) the lowest closing bid price of the Company's common
stock during the specified Pricing period, but only if such said shares bear no
restrictive legend and are not subject to stop transfer instructions, prior to
the applicable Closing Date.
For the year ended December 31, 2007, the Company delivered Put Notices to draw
on the equity line of credit. In connection with these puts, the Company issued
4,306,452 shares of common stock for net proceeds of $69,825.
NOTE 5 - CONVERTIBLE NOTE PAYABLE
On December 22, 2005, the Company signed a promissory note (the "Note") in favor
of Dutchess Private Equities Fund, LP (the "Investor"), in the amount of
$960,000 (the "Face Amount") and received gross proceeds in the amount of
$800,000 less $60,075 in fees associated with the financing for net proceeds of
$739,925. The Company is obligated to repay the Investor the Face Amount on or
before December 23, 2006. There is no stated interest rate on the Note and
interest has been imputed at a rate of 32% per annum. Payments are to be made by
the Company from each Put from the Company's Equity Credit Line (see note 4)
with the Investor. The Company is obligated to pay the Investor the greater of
a) 50% of each Put to the Investor or b) $80,000 until the face Amount minus any
fees have been paid. The first payment was due on February 15, 2006 and all
subsequent payments will be made at the Closing of every Put to the Investor
thereafter. The Put Amount will be the maximum amount allowed under the
Investment Agreement with the Investor. The Company has not received any written
notice of default in connection with this note.
16
UNION DENTAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2008
NOTE 5 - CONVERTIBLE NOTE PAYABLE (continued)
As described in note 4, the Investment Agreement provides in part that the
maximum amount of each Put is either $100,000 or 200% of the average daily
volume multiplied by the average of the three daily closing prices immediately
preceding the Put Date. Payments made by the Company in satisfaction of this
Note shall be made from each Put from the Equity Line of Credit with the
Investor given by the Company to the Investor. Additionally, in connection with
Note, the Company issued 1,500,000 shares of common stock. The shares were
valued at fair market value at date grant of $135,000 or $.09 per share and is
reflected as a discount on the Note, which was amortized over the term.
The Company agreed to issue 50 signed Put Notices to the Investor to use as
collateral. In the event, the Investor uses the collateral in full, the Company
shall immediately deliver to the Investor additional Put Sheets as requested by
the Holder. In the event that on the maturity date the Company has any remaining
amounts unpaid on this Note (the "Residual Amount"), the Holder can exercise its
right to increase the Face Amount by ten percent (10%) as an initial penalty and
an additional 2.5% per month paid, pro rata for partial periods, compounded
daily, as liquated damages ("Liquidated Damages").
Additionally, in the event of a default as defined in the agreement, the Holder
shall have the right, but not the obligation, to 1) switch the Residual Amount
to a three-year ("Convertible Maturity Date"), interest-bearing convertible
debenture. If the Holder chooses to convert the Residual Amount to a Convertible
Debenture, the Company shall have 20 business days after notice of the same (the
"Notice of Convertible Debenture") to file a registration statement covering an
amount of shares equal to 300% of the Residual Amount. Such registration
statement shall be declared effective under the Securities Act of 1933, as
amended (the "Securities Act"), by the Securities and Exchange Commission (the
"Commission") within 40 business days of the date the Company files such
Registration Statement. In the event the Company does not file such registration
statement within 20 business days of the Holder's request, or such registration
statement is not declared by the Commission to be effective under the Securities
Act within the time period described above, the Residual Amount shall increase
by $5,000 per day.
The Holder is entitled to convert the Debenture Residual Amount, plus accrued
interest, anytime following the Convertible Maturity Date, at the lesser of (i)
50% of the lowest closing bid price during the 15 trading immediately preceding
the Convertible Maturity Date or (ii) 100% of the lowest bid price for the 20
trading days immediately preceding the Convertible Maturity Date ("Fixed
Conversion Price").
In accordance with Statement of Financial Accounting Standards No. 133,
`Accounting for Derivative Instruments and Hedging Activities', ("FASB 133"),
the Company determined that the conversion feature of the Note met the criteria
of an embedded derivative and therefore the conversion feature of this debt
needed to be bifurcated and accounted for as a derivative. Due to the conversion
features of the Note which is convertible based on draws from the equity credit
line, the debt does not meet the definition of "conventional convertible debt"
because the number of shares which may be issued upon the conversion of the debt
is not fixed. Therefore, the conversion feature fails to qualify for equity
classification under EITF 00-19, and must be accounted for as a derivative
liability.
17
UNION DENTAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2008
NOTE 5 - CONVERTIBLE NOTE PAYABLE (continued)
The $960,000 face amount of the debenture was stripped of its conversion feature
due to the accounting for the conversion feature as a derivative, which was
recorded using the residual proceeds method, whereby any remaining proceeds
after allocating the proceeds to the 1,500,000 common shares and conversion
option would be attributed to the debt. The beneficial conversion feature (an
embedded derivative) included in this Note resulted in a note discount of
$665,000 in 2005. In accordance with EITF No. 00-19, EITF No. 00-27, Application
of Issue No. 98-5 to Certain Convertible Instruments, the values assigned to
both the Note, and conversion feature were allocated based on their fair values.
The amount allocated as a discount on the Note for the value of the conversion
option is amortized to interest expense, using the effective interest method,
over the term of the Note.
The holders of the Note and the underlying shares on the equity credit line have
registration rights that required the Company to file a registration statement
with the Securities and Exchange Commission to register the resale of the common
stock issuable upon conversion of the debenture or the exercise of the warrants.
Under EITF No. 00-19, Accounting for Derivative Financial Instruments Indexed
to, and Potentially Settled in, a Company's Own Stock, the ability to register
stock was deemed to be outside of the Company's control. Accordingly, in 2005,
the initial aggregate fair value of the derivatives (embedded and free-standing)
of $1,002,049 was recorded as a derivative liability in the consolidated balance
sheet, and is marked to market at the end of each reporting period. During the
six months ended June 30, 2008, the Company revalued this derivative liability.
For the six months ended June 30, 2008, after adjustment, the Company recorded a
loss on revaluation of this derivative liability of $272,776 and reclassified
$42,046 of the derivative liability to paid-in capital due to the payment of the
debenture. For the six months ended June 30, 2008 and 2007, amortization of the
discount on the note amounted to $0 and $2,463, respectively. At June 30, 2008
and December 31, 2007, the balance of the convertible note amounted to $544,363
and $586,408, respectively.
NOTE 6 - NOTES PAYABLE
In December 2004, the Company agreed to assume the debt obligation of the
principal stockholder for a bank loan utilized to purchase 50% of DDS from its
founder and former owner and the remaining balance owed on the original 50%
acquisition. The original note was in the amount $1,215,000. On May 17, 2005,
the Company entered into an Amended and Restated Promissory Note in the amount
of $1,384,000. The interest rate on this note is the LIBOR Fixed Rate plus 255
basis points calculated by using the 365/360 day method. The note requires
monthly principal payments of $23,067 plus accrued interest payable monthly, and
is secured by all of the assets of the Company. The principal stockholder is
also the guarantor of this loan. In addition, the Company, on a consolidated
basis, must maintain a minimum Global Debt Service Ratio, as defined by the
bank, which is calculated annually, based on the Company's year end financial
statements. The Company must also maintain property and casualty insurance on
the business as well as a minimum of $700,000 of life insurance on the principal
stockholder, assigned to the bank. In October 2005, as a result of a hurricane
relief program, the bank extended the due date on the November and December 2005
payments, thereby extending the Note due date to July 17, 2010. As of June 30,
2008, the Company is in default of loan covenants and other terms of the
agreement. Accordingly, the Company has shown the entire principal balance in
current liabilities.
18
UNION DENTAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2008
NOTE 6 - NOTES PAYABLE (continued)
At June 30, 2008 and December 31, 2007, the principal amount outstanding on this
note amounts to $575,924 and $714,324, respectively.
On August 11, 2006, the Company entered into a Promissory Note in the amount of
$50,000 with a bank. The interest rate on this promissory note is 8% per annum
calculated by using the 365/360 day method. The note requires 60 monthly
principal and interest payments of approximately $1,017 and is secured by
certain assets of the Company. This note is personally guaranteed by the
Company's CEO. At June 30, 2008 and December 31, 2007, the principal amount
outstanding on this note amounts to $33,967 and $38,575, respectively.
In March 2008, the Company was issued a progress promissory note with a maximum
principal balance of $350,000. The note bears a monthly interest rate of 1.00%
and interest is payable monthly. The unpaid principal balance is payable upon
demand. The principal balance of the note was $83,681 as of June 30, 2008.
NOTE 7 - LINE OF CREDIT
On May 16, 2007, the Company was issued a $100,000 line of credit with SunTrust
Bank. The line of credit bears an annual interest rate of 8.25% and interest is
payable monthly. The balance of the line of credit was $20,650 as of December
31, 2007 and $50,650 as of June 30, 2008.
NOTE 8 - RELATED PARTY TRANSACTIONS
On March 20, 2004, UDC, a wholly owned subsidiary of the Company, entered into
an employment agreement with the principal stockholder, the sole officer of UDC,
with a term of 7 years. This contract provides for a base salary to the
principal stockholder of $225,000 in year 1, $125,000 in year 2, $185,500 in
year 3, $196,630 in year 4, $208,427 in year 5, $220,932 in year 6 and $234,187
in year 7. This contract also provides for the issuance of options to the
principal stockholder upon signing , 750,000 options, (1 share per option), with
an exercise price of $0.60 per share, half vested immediately and half vesting
after two years , having an exercise life of five years. This contract also
provides for the issuance of options to the principal stockholder as well, if
certain revenue milestones are reached: at $3,000,000 in gross revenue for any
calendar year he receives 332,500 options, (1 share per option), with an
exercise price at the market price of the underlying common stock at issue date
and the same again at $4,000,000 and $5,000,000 in gross revenue for a calendar
year.
19
UNION DENTAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2008
NOTE 8 - RELATED PARTY TRANSACTIONS (continued)
On March 7, 2007, the Company received a loan amounting to $270,000 from the
Company's CEO for a full payment of the principal and accrued interest of the
10% promissory note which amounted to approximately $261,000. The Company's CEO
individually signed a 30 year promissory note in the amount of $270,000 with
SunTrust Bank, which requires 360 monthly principal and interest payments at the
rate of 8.4% per annum until March 7, 2037 and is secured by a personal asset
owned by the Company's CEO. The loan from the Company's CEO calls for the
Company to make equal monthly payments. In the event of a default, all payments
under the loan shall become immediately due and payable. The loan represents an
unsecured obligation of the Company. At June 30, 2008 and December 31, 2007, the
principal amount outstanding on this loan amounts to $267,363 and $268,451,
respectively.
NOTE 9 - SHAREHOLDERS' DEFICIT
Between January and February 2008, the Company exercised a put notice in
accordance with its Investment Agreement with Dutchess (see note 4) and repaid
principal and accrued interest on its notes payable of $37,255 for which the
Company issued in aggregate 6,644,496 shares of its common stock to Dutchess.
Between April 2008 and June 2008, the Company exercised a put notice in
accordance with its Investment Agreement with Dutchess (see note 4) and repaid
principal on its notes payable of $4,791 for which the Company issued in
aggregate 1,750,000 shares of its common stock to Dutchess.
On June 12, 2008, the Company issued 1,100,000 shares of common stock for
accrued legal services during 2007. The Company valued these common shares at
the fair market value on the date of grant at approximately $.04 per share or
$4,284. In connection with the issuance of these shares, the Company applied the
value against accounts payable.
Stock Options
In October 2004, the Company adopted a Stock Option Plan that allows for both
incentive based options as well as non-qualified options. As part and parcel to
the reorganization on December 27, 2004, UDHI adopted this Plan. Under the terms
of the Plan, the Plan Committee will set the option term and the exercise price.
The Plan limits the ability to exercise incentive options for a first time
holder in any one calendar year to $100,000 aggregate fair market value, based
on grant date. The Plan also allows for the issuance of Stock Appreciation
Rights to allow for cash-less exercise of underlying issued options.
20
UNION DENTAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2008
NOTE 9 - SHAREHOLDERS' DEFICIT
Stock Options (continued)
A summary of the stock options as of June 30, 2008 and changes during the
periods is presented below:
Number of Options
Weighted Average Exercise Price
---------------- --------------------
Balance at beginning of year 1,508,000 $ 0.16
Granted - -
Exercised - -
Forfeited - -
---------------- --------------------
Balance at end of period 1,508,000 $ 0.16
================ ====================
Options exercisable at end of period 1,508,000 $ 0.16
================ ====================
Weighted average fair value of
options granted during the period $ -
The following information applies to options outstanding at June 30, 2008:
Options Outstanding Options Exercisable
--------------------------------------------------- -----------------------
Weighted
Average Weighted Weighted
Range of Remaining Average Average
Exercise Number Contractual Exercise Number Exercise
Price Outstanding Life (Years) Price Exercisable Price
----------- ------------ ----------- --------- ------------ ---------
$ 0.10-0.15 950,000 2.50 $ 0.14 950,000 $ 0.14
$0.20-.0.25 525,000 0.25 $ 0.21 525,000 $ 0.21
$ 0.50 33,000 1.50 $ 0.50 33,000 $ 0.50
------------ --------- ------------ ---------
1,508,000 $ 0.16 1,508,000 $ 0.16
============ ========= ============ =========
21
UNION DENTAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2008
NOTE 10 - GOING CONCERN
As reflected in the accompanying consolidated financial statements, the Company
had an accumulated deficit of $4,890,253 and a working capital deficit of
$2,725,330 at June 30, 2008 and net losses for the six months ended June 30,
2008 of $172,487. While the Company is attempting to increase sales, the growth
has not been significant enough to support the Company's daily operations. In
order to raise funds, on August 2005, the Company entered into an Investment
Agreement and a Debenture Agreement (See Note 3 and 4), and a note payable
agreement (See note 5), and has notes payable to a bank and a third party.
Additionally, the Company has a loan payable with the Company's CEO (see Note 8)
and a line of credit. Management may attempt to raise additional funds by way of
a public or private offering. While the Company believes in the viability of its
strategy to improve sales volume and in its ability to raise additional funds,
there can be no assurances to that effect. The Company's limited financial
resources have prevented the Company from aggressively advertising its products
and services to achieve consumer recognition. The ability of the Company to
continue as a going concern is dependent on the Company's ability to further
implement its business plan and generate increased revenues. The consolidated
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern. Management believes that
the actions presently being taken to further implement its business plan and
generate additional revenues provide the opportunity for the Company to continue
as a going concern.
[Balance of this page intentionally left blank.]
22
Item 2. Management's Discussion and Analysis or Plan of Operation.
OVERVIEW
We operate our business through our two wholly owned subsidiaries, Direct
Dental Services, Inc. ("DDS") and Union Dental Corp. ("UDC"). UDC operates a
network of duly licensed dental providers. Members of the dental network pay an
annual management service fee for the right to be a member of the dental
network. DDS operates a dental practice in Coral Springs, Florida. During the
coming year, the Company's primary focus will be to acquire additional dental
practices which the Company believes application of its Dental Practice
Management Model will improve operating performance, enhance revenues and
generate a positive return on the Company's investment..
We are currently investigating the possible acquisition of a dental
practice in North Carolina. Closing of the transaction will be subject to our
further due diligence and securing the required financing. The acquisition of
the dental practice will also include real estate.
Ultimately, if management is going to be successful in this endeavor, the
Company will require significant additional funding in the form of debt or
equity. To date, we have no commitment for funding and even if we secure a
funding commitment, there can be no assurance that we will be able to satisfy
the conditions precedent set forth in any funding commitment.
While we will continue to recruit additional unions and recruit dentists to
service the union contracts in those regions we have secured contracts, we have
determined that the significant marketing costs involved in securing these
dentists provides a limited return on our investment. However, until such time
as we close on a funding commitment for the acquisition of a dental practice, we
will attempt to add union contracts in states where we currently do not have
union contracts We will continue to solicit dentists to expand our network and
focus on the expansion of our dental facility in Coral Springs, Florida where
our chief executive officer practices.
In order to finance our operations, growth and expansion, on August 17,
2005, we entered into an Investment Agreement with Dutchess Private Equity Fund
II, LLP ("Dutchess"). Pursuant to this Agreement, Dutchess will commit to
purchase up to $5,000,000 of our Common Stock over the course of 36 months,
beginning September 15, 2005, the date our registration statement was declared
effective by the SEC. Under the agreement, we may sell to Dutchess on each
occasion, either (1) $100,000 in shares of our common stock or (2) 200% of the
averaged daily volume (U.S market only) of our Common Stock for the 20 trading
days prior to our "Put" notice, multiplied by the average of the 3 daily closing
prices immediately preceding the Put Date. The Market Price shall be the lowest
closing bid price of our common stock during the Pricing Period. The Purchase
Price shall be set at 95% of the Market Price. This Investment Agreement
establishes what is sometimes termed an equity line of credit or an equity
drawdown facility.
In general, the drawdown facility operates as follows: Dutchess, has
committed to provide us with up to $5,000,000 as we request over a 36 month
period, in return for common stock that we issue to Dutchess. We may, in our
sole discretion, during the Open Period deliver a "put notice" (the "Put
Notice") to Duchess which states the dollar amount which we intend to sell to
Dutchess on the Closing Date. The Open Period is the period beginning on the
trading after the Effective Date and which ends on the earlier to occur of 36
months from the Effective Date or termination of the Investment Agreement in
accordance with its terms. The Closing Date shall mean no more than 7 trading
days following the Put Notice Date. The Put Notice Date shall mean the Trading
Day immediately following the day on which Dutchess receives a Put Notice, as
defined in the agreement.
During the Open Period, we are not entitled to submit a Put Notice until
after the previous Closing has been completed.
23
Upon the receipt by Dutchess of a validly delivered Put Notice, Dutchess
shall be required to purchase from us, during the period beginning on the Put
Notice Date and ending on and including the date that is 5 trading days after
such Put Notice, that number of shares having an aggregate purchase price equal
to the lesser of (a) the Put Amount set forth in the Put Notice, or (b) 20% of
the aggregate trading volume of our common stock during the applicable Pricing
Period times (x) the lowest closing bid price of our common stock during the
specified Pricing period, but only if such said shares bear no restrictive
legend and are not subject to stop transfer instructions, prior to the
applicable Closing Date.
As a result of this variable price feature, the number of shares issuable
pursuant to the agreement will increase if the market price of our stock
decreases. In addition there is no upper limited on the number of shares
issuable pursuant to the agreement. Therefore our shareholders may be subject to
significant dilution and face the prospect of a change in control. (See Footnote
4 to our Financial Statements).
Because of the significant decline in the price of our common stock since
the execution of our Line of Credit with Dutchess, it is unlikely that we will
be able to draw down the entire $5,000,000. As a result, we may have to obtain
additional operating capital from other sources to enable us to execute our
business plan. We anticipate that we may be able to obtain a portion of any
additional required working capital through the private placement of Common
Stock to domestic accredited investors pursuant to Regulation D of the
Securities Act of 1933, as amended. We may also rely on the exemption afforded
by Regulation S of the Securities Act of 1933, as amended, and solicit non-U.S.
citizens. There is no assurance that we will obtain the additional working
capital that we need through the private placement of our Common Stock. In
addition, such financing may not be available in sufficient amounts or on terms
acceptable to us.
Also in connection with the Dutchess financing, on August 17, 2005, we
entered into a Debenture Agreement with Dutchess, an accredited investor, for
the issuance and sale of $600,000 of 10% secured convertible debenture due
August 17, 2010 in a private transaction exempt from registration under the
Securities Act of 1933 in reliance on exemptions provided by Section 4(2) and
Regulation D of the Act. At the time of signing the Debenture Agreement, we also
issued Dutchess a five-year common stock purchase warrant to purchase 1,304,348
shares of our common stock at $.092 per share.
Interest is payable on the secured convertible debentures at the rate of
10% per year. Amortizing payments will be made by us in satisfaction of this
Debenture. Payments shall be made monthly on the first day of each business day
of each month while there is an outstanding balance on the Debenture, to the
Holder, in the amounts outlined below on the following schedule:
Payment for Month 1: $4,951
(due within three (3) days of the Issuance Date)
Payment for Month 2: $4,951
Payment for Month 3: $4,951
Payment for Month 4 and each month thereafter: $62,716
The principal amount of the Debenture plus accrued interest may be
converted at the option of Dutchess into shares of our common stock, anytime
following the closing date, at a conversion price equal to the lesser of (i) the
lowest closing bid price during the 15 days of full trading, as defined, prior
to the conversion date; or (ii) $0.092. In addition, in the event that any
portion of the debenture remains outstanding on the maturity date of August 17,
2010, such outstanding amount shall be automatically converted into shares of
our common stock. In the event that we do not make delivery of the common stock
as instructed by Dutchess, we shall be obligated to pay to Dutchess 3% in cash
of the dollar value of the debentures being converted, compounded daily, per
each day after the 3rd business day following the conversion date that the
common stock is not delivered to Dutchess. In the event of default as defined in
the Debenture Agreement, Dutchess may among other things:
24
(a) elect to secure a portion of the Company's assets not to exceed 200%
of the Face Amount of the Note, in Pledged Collateral;
(b) elect to garnish Revenue from us in an amount that will repay the
Holder on the payment schedule set forth above;
(c) exercise its right to increase the Face Amount of the debenture by ten
percent (10%) as an initial penalty and for each Event of Default
under the Debenture;
(d) elect to increase the Face Amount by two and one-half percent (2.5%)
per month (pro-rata for partial periods) paid as a penalty for
liquated damages which will be compounded daily;
The debenture provides that Dutchess shall not be entitled to convert that
amount of Debenture into common stock, which when added with the sum of the
number of shares beneficially owned by Dutchess would exceed 4.99% of the number
of shares of our common stock outstanding on the conversion date.
In order to secure its obligations under the secured convertible debenture
and related documents, we have granted Dutchess a security interest in all of
our assets and property.
At June 30, 2008 and December 31, 2007, the balance of the convertible
debenture amounted to $544,363 and $586,408, respectively.
On December 22, 2005, the Company signed a promissory note (the "Note") in
favor of Dutchess in the amount of $960,000 (the "Face Amount") and received
gross proceeds in the amount of $800,000 less $60,075 in fees associated with
the financing for net proceeds of $739,925. The Company is obligated to repay
the Investor the Face Amount on or before December 23, 2006. There is no stated
interest rate on the Note. Payments are to be made by the Company from each Put
from the Company's Equity Credit Line we have with Dutchess. The Company is
obligated to pay Dutchess the greater of a) 50% of each Put to the Investor or
b) $80,000 until the face Amount minus any fees have been paid. The first
payment was due and made on February 15, 2006 and all subsequent payments will
be made at the Closing of every Put to Dutchess thereafter. The Put Amount will
be the maximum amount allowed under the Investment Agreement with Dutchess.
Payments made by the Company in satisfaction of this Note shall be made from
each Put from the Equity Line of Credit with Dutchess. Additionally, in
connection with this obligation, the Company issued 1,500,000 shares of common
stock.
We issued 50 signed Put Notices to Dutchess as collateral. In the event,
that Dutchess uses the collateral in full, we are obligated to immediately
deliver to Dutchess additional Put Sheets as requested. In the event that on the
maturity date we have any remaining amounts unpaid on this Note (the "Residual
Amount"), the Holder can exercise its right to increase the Face Amount by ten
percent (10%) as an initial penalty and an additional 2.5% per month paid, pro
rata for partial periods, compounded daily, as liquated damages ("Liquidated
Damages").
Additionally, in the event of a default as defined in the agreement, the
Holder shall have the right, but not the obligation, to 1) switch the Residual
Amount to a three-year ("Convertible Maturity Date"), interest-bearing
convertible debenture. If the Holder chooses to convert the Residual Amount to a
Convertible Debenture, we shall have 20 business days after notice of the same
(the "Notice of Convertible Debenture") to file a registration statement
covering an amount of shares equal to 300% of the Residual Amount. Such
registration statement shall be declared effective under the Securities Act of
1933, as amended (the "Securities Act"), by the Securities and Exchange
Commission (the "Commission") within 40 business days of the date we file such
Registration Statement. In the event we do not file such registration statement
within 20 business days of the Holder's request, or such registration statement
is not declared by the Commission to be effective under the Securities Act
within the time period described above, the Residual Amount shall increase by
$5,000 per day.
25
The Holder is entitled to convert the Debenture Residual Amount, plus
accrued interest, anytime following the Convertible Maturity Date, at the lesser
of (i) 50% of the lowest closing bid price during the 15 trading immediately
preceding the Convertible Maturity Date or (ii) 100% of the lowest bid price for
the 20 trading days immediately preceding the Convertible Maturity Date ("Fixed
Conversion Price").
We are currently in default under the terms and conditions of this
Agreement. No notice of Default has been received. (See Footnote 5.)
CRITICAL ACCOUNTING POLICIES
Financial Reporting Release No. 60, which was released by the Securities
and Exchange Commission (the "SEC"), encourages all companies to include a
discussion of critical accounting policies or methods used in the preparation of
financial statements. The Company's consolidated financial statements include a
summary of the significant accounting policies and methods used in the
preparation of the consolidated financial statements. Management believes the
following critical accounting policies affect the significant judgments and
estimates used in the preparation of the financial statements.
Use of Estimates - Management's discussion and analysis or plan of
operation is based upon the Company's consolidated financial statements, which
have been prepared in accordance with accounting principles generally accepted
in the United States of America. The preparation of these financial statements
requires management to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues, and expenses, and related disclosure
of contingent assets and liabilities. On an ongoing basis, management evaluates
these estimates, including those related to allowances for doubtful accounts
receivable and long-lived assets. Management bases these estimates on historical
experience and on various other assumptions that are believed to be reasonable
under the circumstances, the results of which form the basis of making judgments
about the carrying value of assets and liabilities that are not readily apparent
from other sources. Actual results may differ from these estimates under
different assumptions or conditions.
We review the carrying value of property and equipment for impairment at
least annually or whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Recoverability of long-lived
assets is measured by comparison of its carrying amount to the undiscounted cash
flows that the asset or asset group is expected to generate. If such assets are
considered to be impaired, the impairment to be recognized is measured by the
amount by which the carrying amount of the property, if any, exceeds its fair
market value.
Effective January 1, 2006, we adopted the provisions of SFAS No. 123(R),
"Share-Based Payment," under the modified prospective method. SFAS No. 123(R)
eliminates accounting for share-based compensation transactions using the
intrinsic value method prescribed under APB Opinion No. 25, "Accounting for
Stock Issued to Employees," and requires instead that such transactions be
accounted for using a fair-value-based method. Under the modified prospective
method, we are required to recognize compensation cost for share-based payments
to employees based on their grant-date fair value from the beginning of the
fiscal period in which the recognition provisions are first applied. For periods
prior to adoption, the financial statements are unchanged, and the pro forma
disclosures previously required by SFAS No. 123, as amended by SFAS No. 148,
will continue to be required under SFAS No. 123(R) to the extent those amounts
differ from those in the Statement of Operations.
26
Results of Operations
SIX MONTHS ENDED JUNE 30, 2008 AS COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2007
Revenues
For the six months ended June 30, 2008, we generated revenues of $1,450,038
as compared to $1,379,376 for the six months ended June 30, 2007, an increase of
approximately 5%. The increase in revenues is attributable to the decrease in
other revenue from the settlement of litigation of $190,000 during 2007 offset
by increased in revenues of approximately $260,000 attributable to increased
revenues which we generated from the dental practice.
Operating Expenses
The Company's total operating expenses decreased $564,482 or 31% for the
six months ended June 30, 2008 as compared to the 2007 period. These decreases
include:
o Cost of services performed - Cost of services performed expense
consists of personnel cost, dental supplies, and lab costs. For the
six months ended June 30, 2008, the cost of services performed were
$215,361 as compared to $154,638 for the 2007 period, an increase of
$60,723 or 39%. This increase was primarily due to the increase in
dental supplies and associate fees of approximately $54,000.
o Salaries, related taxes and stock-based compensation - Salaries,
related taxes and stock-based compensation expense consists of
personnel cost and the fair value of common shares issued for services
to employees. For the six months ended June 30, 2008, salaries,
related taxes and stock-based compensation costs were $620,955 as
compared to $844,184 for the 2007 period, a decrease of $223,229 or
26%. The decrease was primarily attributable to a decrease in stock
based compensation of $273,685 attributable to the fair value of
common shares issued for services to our CEO and certain employees
offset by increase in salaries that relates to adding additional
personnel and normal wage increases during the six months ended June
30, 2008.
o For the six months ended June 30, 2008, we recorded depreciation
expense of $34,431 as compared to $33,739 for the 2007 period. We
purchase additional computer equipment in August 2007 amounting to
$1,015 which resulted in a minimal increase in depreciation.
o For the six months ended June 30, 2008, we incurred professional fees
of $51,703 as compared to $83,023 for the 2007 period, a decrease of
$31,320 or 38%. The decrease during the six months ended June 30, 2008
was attributable to decrease in accounting fees.
o For the six months ended June 30, 2008, we incurred consulting fees of
$20,650 as compared to $265,800 for the 2007 period, a decrease of
$245,150 or 92%. The decrease was primarily attributable to a decrease
in use of consultants for investor relations, business development and
advisory services during the six months ended June 30, 2008.
o For the six months ended June 30, 2008, we incurred other general and
administrative expenses of $325,443 as compared to $451,641 for the
2007 period, a decrease of $126,198. Other general and administrative
expenses consisted of rent, insurance, printing, office expenses,
utilities, maintenance, computer expenses, postage, travel, and other
expenses.
Other income (expenses)
o For the six months ended June 30, 2008, we recorded amortization of
debt issuance costs of $0 as compared to $6,685 in the 2007 period.
The decrease was primarily attributable to the full amortization of
debt issuance cost related to our notes payable with dutchess in the
2007 period.
o For the six months ended June 30, 2008, we recorded a loss from the
revaluation of a derivative liability of $305,288 as compared to
$319,899 in the 2007 period which was attributable to our stock
volatility and the value of our stock price.
27
o For the six months ended June 30, 2008, interest expense was $48,821
as compared to $67,790 for the 2007 period, a decrease of $18,969 The
decrease in interest expense is primarily attributable to decreasing
borrowing costs and repayment obligations as a result of the various
financings we have undertaken with Dutchess and to a lesser extent,
costs associated with our bank line of credit.
Net loss
As a result of these factors, we reported a net loss for the six months
ended June 30, 2008 of $172,487 or $.00 per share as compared to a net loss of
$847,989 or $.01 per share for the 2007 period. Investors should note that as of
June 30, 2008, the weighted average number of shares outstanding - basic and
diluted was 109,625,005 as compared to 59,113,969 for the 2007 period.
THREE MONTHS ENDED JUNE 30, 2008 AS COMPARED TO THE THREE MONTHS ENDED JUNE 30,
2007
Revenues
For the three months ended June 30, 2008, we generated revenues of $740,443
as compared to $746,739 for the three months ended June 30, 2007, a decrease of
less than 1%. The decrease in revenues is attributable to the decrease in other
revenue from the settlement of litigation of $190,000 during 2007 offset by
increased in revenues of approximately $183,704attributable to increased
revenues which we generated from the dental practice.
Operating Expenses
The Company's total operating expenses decreased from $864,309 to $619,949,
a decrease of $244,360 or 28% for the three months ended June 30, 2008 as
compared to the 2007 period. These decreases include:
o Cost of services performed - Cost of services performed expense consists of
personnel cost, dental supplies, and lab costs. For the three months ended
June 30, 2008, the cost of services performed were $108,504 as compared to
$69,472 for the 2007 period, an increase of $39,032 or 56%. This increase
was primarily due to the increase in dental supplies and associate fees.
o Salaries, related taxes and stock-based compensation - Salaries, related
taxes and stock-based compensation expense consists of personnel cost and
the fair value of common shares issued for services to employees. For the
three months ended June 30, 2008, salaries, related taxes and stock-based
compensation costs were $330,896 as compared to $385,006 for the 2007
period, a decrease of $54,110 or 14%. The decrease was primarily
attributable to a decrease in stock based compensation which was offset in
part by increased salaries related to additional personnel and normal wage
increases during the three months ended June 30, 2008.
o For the three months ended June 30, 2008, we recorded depreciation expense
of $17,216 as compared to $16,837 for the 2007 period.
o For the three months ended June 30, 2008, we incurred professional fees of
$19,032 as compared to $36,566 for the 2007 period, a decrease of $17,534
or 48%.
o For the three months ended June 30, 2008, we incurred consulting fees of
$7,950 as compared to $94,375 for the 2007 period, a decrease of $86,425 or
92%. The decrease was primarily attributable to a decrease in use of
consultants for investor relations, business development and advisory
services during the three months ended June 30, 2008.
o For the three months ended June 30, 2008, we incurred other general and
administrative expenses of $136,351 as compared to $262,053 for the 2007
period, a decrease of $125,702 or 48%. Other general and administrative
expenses consisted of rent, insurance, printing, office expenses,
utilities, maintenance, computer expenses, postage, travel, and other
expenses.
28
Other income (expenses)
o For the three months ended June 30, 2008 and 2007, we did not record any
expense for amortization of debt issuance.
o For the three months ended June 30, 2008, we recorded a loss from the
revaluation of a derivative liability of $280,895 as compared to a loss of
$116,288 in the 2007 period which was attributable to our stock volatility
and the value of our stock price.
o For the three months ended June 30, 2008, interest expense was $23,727 as
compared to $32,374 for the 2007 period, a decrease of $8,647. The decrease
in interest expense is primarily attributable to decreasing borrowing costs
and repayment obligations as a result of the various financings we have
undertaken with Dutchess and to a lesser extent, costs associated with our
bank line of credit.
Net loss
As a result of these factors, we reported a net loss for the three months
ended June 30, 2008 of $184,096 as compared to a net loss of $266,198 for the
2007 period. Investors should note that as of June 30, 2008, the weighted
average number of shares outstanding - basic and diluted was 110,779,103 as
compared to 63,375,969 for the 2007 period.
Liquidity and Capital Resources
At June 30, 2008, we had cash and accounts receivable totaling $304,277. We
had total current assets of $343,590. Also, as of June 30, 2008, we had total
assets of $552,237. Our total current liabilities at June 30, 2008 were
$3,068,920. We have a working capital deficit as of June 30, 2008 of $2,725,330.
During the six months ended June 30, 2008, we wrote-off approximately $88,000 of
uncollectible accounts receivable. Our working capital deficit is primarily
attributable to the financing we have secured with Dutchess including the
outstanding current portion of a convertible debenture which we have recorded at
$226,873, notes payable in the amount of $693,572 and a derivative liability in
the amount of $874,014. We also have convertible notes payable totaling
$544,363. The derivative liability which we recorded on our books is the result
of the convertibility feature and the registration rights which we have granted
to Dutchess. (See Footnotes 3, 4 and 5 of our financial statements). We are also
in default under our lending agreement when we failed to maintain certain
affirmative covenants required under the loan documentation. This loan
obligation has been subsequently assigned by Bank of America. We have not
received any notice of default by the Assignee and we continue to make the
required monthly payments. Nevertheless, we have designated the entire amount of
this liability, as a short term liability.
We owe our CEO, George Green, the sum of $267,363. This liability resulted
from a loan which he provided the Company in the amount of $270,000. Dr. Green
individually signed a 30 year promissory note in the amount of $270,000 with Sun
Trust Bank, which requires 360 monthly principal and interest payments at the
rate of 8.4% per annum until March 7, 2037. (See Footnote 8.)
We have also recorded a liability for unearned membership fees totaling
$154,960 and a line of credit balance of $50,650 as of June 30, 2008.
To the extent that revenues are insufficient to support ongoing operations,
the Company will have to draw against its equity line of credit. With our stock
price currently trading below the conversion price of $.092 per share, it is
unlikely that Dutchess would convert any portion of the outstanding obligation
at the fixed conversion price. Moreover, we were required to deliver Put notices
to Dutchess to satisfy the terms and conditions of the $960,000 promissory note.
This obligation is in default. In order to satisfy this obligation, we will be
required to draw down our equity line of credit. This will require us to issue
additional shares of our common stock which will cause further dilution and
29
likely downward pressure on the price of our common stock. Our Common Stock
currently trades at approximately $.006 per share. At this price, we have not
registered a sufficient number of registered shares available under our equity
line of credit to satisfy the outstanding obligation. Based on the current price
of our common stock, we have not have registered a sufficient number of shares
of common stock to draw against the equity credit line. As such, we will in all
likelihood continue to be in default under these obligations.
We have an accumulated deficit of $4,890,253. We recorded shareholder
transactions as June 30, 2008 of $1,489,711. As of June 30, 2008, we had a
shareholders' deficit of $2,516,683.
You are urged to review the accompanying financial statements and financial
footnotes in order to fully understand our financial condition.
On August 11, 2006, George Green, individually and on behalf of the
Company, entered into a Promissory Note in the amount of $50,000 with the
Community Bank of Broward. The interest rate on this promissory note is 8% per
annum calculated by using the 365/360 day method. The note requires 60 monthly
principal and interest payments of approximately $1,017 and is secured by
certain assets of the Company. At June 30, 2008, the principal amount
outstanding on this note amounts to $33,967.
On October 20, 2006, George Green, individually and on behalf of the
Company entered into a Promissory Note in the amount of $250,000 with, Black
Forrest International, LLC a non-affiliated third party. The interest rate on
this promissory note is 10% per annum calculated by using a 360 day year. The
principal balance and all accrued and unpaid interest was due on June 19, 2007
and was paid in full. The note is secured by certain assets of the Company.
In March 2008, we entered into a progress promissory note agreement with a
maximum principal balance of $350,000. The note bears a monthly interest rate of
1.00% and interest is payable monthly. The unpaid principal balance is payable
upon demand. The principal balance of the note was $83,681 as of June 30, 2008.
RECENT ACCOUNTING PRONOUNCEMENTS
In December 2007, the FASB issued SFAS No. 141(R), "Business Combinations,"
which replaces SFAS No. 141, " Business Combinations," which, among other
things, establishes principles and requirements for how an acquirer entity
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed (including intangibles) and any noncontrolling
interests in the acquired entity. SFAS No. 141(R) applies prospectively to
business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after December
15, 2008. We are currently evaluating what impact our adoption of SFAS No.
141(R) will have on our financial statements.
In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests
in Consolidated Financial Statements, an amendment of ARB No. 51." SFAS No. 160
amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It also amends certain of ARB 51's consolidation procedures for
consistency with the requirements of SFAS No. 141(R). SFAS No. 160 is effective
for fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008. We are currently evaluating what impact our adoption of
SFAS No. 160 will have on our financial statements.
On January 1, 2008, the Company adopted the provisions of Statement of
Financial Accounting Standards ("SFAS") No. 157, "Fair Value Measurements"
("SFAS 157"). SFAS 157 defines fair value as used in numerous accounting
pronouncements, establishes a framework for measuring fair value and expands
disclosure of fair value measurements. In February 2008, the Financial
Accounting Standards Board ("FASB") issued FASB Staff Position, "FSP FAS
157-2--Effective Date of FASB Statement No. 157" ("FSP 157-2"), which delays the
30
effective date of SFAS 157 for one year for certain nonfinancial assets and
nonfinancial liabilities, except those that are recognized or disclosed at fair
value in the financial statements on a recurring basis (at least annually).
Excluded from the scope of SFAS 157 are certain leasing transactions accounted
for under SFAS No. 13, "Accounting for Leases." The exclusion does not apply to
fair value measurements of assets and liabilities recorded as a result of a
lease transaction but measured pursuant to other pronouncements within the scope
of SFAS 157. The Company does not expect that the adoption of the provisions of
FSP 157-2 will have a material impact on its financial position, cash flows or
results of operations.
In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative
Instruments and Hedging Activities ("SFAS 161"). This statement requires
companies to provide enhanced disclosures about (a) how and why they use
derivative instruments, (b) how derivative instruments and related hedged items
are accounted for under Statement 133 and its related interpretations, and (c)
how derivative instruments and related hedged items affect a company's financial
position, financial performance, and cash flows. SFAS 161 is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008. The Company will adopt the new disclosure requirements on or
before the required effective date and thus will provide additional disclosures
in its financial statements when adopted.
In April 2008, FASB Staff Position No. 142-3, Determination of the Useful
Life of Intangible Assets (FSP 142-3) was issued. This standard 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 FASB
Statement No. 142, Goodwill and Other Intangible Assets. FSP 142-3 is effective
for financial statements issued for fiscal years beginning after December 15,
2008, and interim periods within those fiscal years. Early adoption is
prohibited. The Company has not determined the impact on its financial
statements of this accounting standard.
Other accounting standards that have been issued or proposed by the FASB or
other standards-setting bodies that do not require adoption until a future date
are not expected to have a material impact on the consolidated financial
statements upon adoption.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable for a smaller reporting company.
Item 4. Controls and Procedures.
As of the end of the period covered by this Report, the Company's
President, who is its chief executive officer and is also its Treasurer and
principal financial officer (the "Certifying Officer"), evaluated the
effectiveness of the Company's "disclosure controls and procedures," as defined
in Rule 13a-15(e) under the Securities Exchange Act of 1934. Based on that
evaluation, this officer concluded that, as of the date of his evaluation, the
Company's disclosure controls and procedures were effective to provide
reasonable assurance that information required to be disclosed in the Company's
periodic filings under the Securities Exchange Act of 1934 is accumulated and
communicated to management, including that officer, to allow timely decisions
regarding required disclosure.
The Certifying Officer has concluded that there were no significant changes
in our internal controls or other factors that could significantly affect such
controls subsequent to the date of their evaluation and there were no corrective
actions with regard to significant deficiencies and material weaknesses.
31
Our management, including the Certifying Officer, does not expect that our
disclosure controls or our internal controls will prevent all errors and fraud.
A control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system
are met. In addition, the design of a control system must reflect the fact that
there are resource constraints, and the benefits of controls must be considered
relative to their costs. Because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within a company have been
detected. These inherent limitations include the realities that judgments in
decision-making can be faulty, and that breakdowns can occur because of simple
error or mistake. Additionally, controls can be circumvented by the individual
acts of some persons, by collusion of two or more people or by management
override of the control. The design of any systems of controls also is based in
part upon certain assumptions about the likelihood of future events, and there
can be no assurance that any design will succeed in achieving its stated goals
under all potential future conditions. Because of these inherent limitations in
a cost-effective control system, misstatements due to error or fraud may occur
and not be detected.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors
We are in default with our two primary lenders.
As reflected in the notes to our financial statements, we are in default
with respect to a note payable and debenture payable due Dutchess Private
Equities Fund, LP and an Amended and Restated Promissory Note with Bank of
America. Following the occurrence of the default, Bank of America assigned the
obligation to Lehman Brothers Bank. We have not received notice from the
assignee regarding the status of the loan. While we hope to enter into some type
of forebearance agreement with these lenders, there can be no assurance that
either will agree to any new terms or conditions which we propose. Lehman
Brothers, as the assignee of the Bank of America obligation, has a lien on our
assets. If Lehman Brothers were to foreclose on this lien or Dutchess were to
exercise its default remedies, we risk foreclosure on the lien or the attachment
of our future revenue streams. If this should occur, it is unlikely that we
would be able to continue our operations without additional financing of which
there can be no assurance.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
During the three month period covered by this report, we issued the
following unregistered securities:
Date Title Number Consideration
------- ----- --------- -------------
5/1/08 c/s 1,000,000 $2,300(1)
6/12/08 c/s 1,100,000 $4,284(2)
6/27/08 c/s 525,000 $1,312(1)
------------------
(1) Issued to reduce the outstanding obligation of the noteholder.
(2) Issued for services rendered.
The shares of common stock set forth above were issued pursuant to an
exemption from registration under Section 4(2) of the Act. The shares were
valued on the date of grant.
32
Item 3. Defaults Upon Senior Securities.
We have received a notice of default with respect to our amended and
restated promissory note with Bank of America. This obligation has been
subsequently assigned by Bank of America to Lehman Brothers. Even though we have
made and continue to make timely payments pursuant to this obligation, we have
failed to maintain certain affirmative covenants required under the loan
documentation. As a result, we have characterized our line of credit with Lehman
Brothers as a short term liability. We have not had any discussions with Lehman
Brothers bank regarding this matter.
We are also in default with respect to our note payable with Dutchess
Private Equities Fund, LP. We have failed to make the required monthly payments
due under the note since June 2006. Notwithstanding the foregoing, we have not
received any notice of default from Dutchess.
Item 4. Submission of Matters to a Vote of Security Holders.
During the period covered by this Report, there were no matters submitted
to a vote of security holders through the solicitation of proxies or otherwise.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports Filed on Form 8-K
(a) Exhibits
Exhibit
No. Description
------- ---------------------------------
31.1 Rule 13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer
31.2 Rule 13a-14(a)/ 15d-14(a) Certification of principal financial and
accounting officer
32.1 Section 1350 Certification of Chief Executive Officer and principal
financial and accounting officer
-----------------
(b) There were no reports filed on Form 8-K.
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.
UNION DENTAL HOLDINGS, INC.
By: /s/ George D. Green
-------------------------------
George D. Green
Date: August 14, 2008
33