UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended September 30, 2014
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _____ to _____.
Commission File No. 001-15975
REMEDENT, INC.
(Exact Name of Registrant as Specified
in Its Charter)
| Nevada |
|
86-0837251 |
|
(State or Other Jurisdiction
Of Incorporation or Organization) |
|
(I.R.S. Employer Identification
Number) |
| |
|
|
| Zuiderlaan 1-3 bus 8, 9000 Ghent, Belgium |
|
N/A |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code 011 32 9 241 58 80
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements
for the past 90 days.
Yes x No
¨
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T ( § 232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).
Yes x No
¨
Indicate by checkmark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act. (Check one):
| Large accelerated filer |
¨ |
Accelerated filer |
¨ |
| |
|
|
|
| Non-accelerated filer |
¨ |
Smaller reporting company |
x |
| (Do not check if a 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
As of November 19, 2014, there were 19,995,969 outstanding shares
of the registrant’s common stock, includes 723,000 shares of treasury stock.
REMEDENT, INC.
FORM 10-Q INDEX
PART I – FINANCIAL INFORMATION
Item 1.
REMEDENT, INC. AND
SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| | |
September 30,
2014 | | |
March 31, 2014 | |
| ASSETS | |
(unaudited) | | |
| |
| CURRENT ASSETS: | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 121,198 | | |
$ | 775,286 | |
| Accounts receivable, net of allowance for doubtful accounts of $43,410 at September 30, 2014 and $47,469 at March 31, 2014 | |
| 980,314 | | |
| 787,578 | |
| Other Receivable | |
| 1,150,000 | | |
| 1,150,000 | |
| Inventories, net | |
| 539,466 | | |
| 599,251 | |
| Prepaid expense | |
| 224,064 | | |
| 128,578 | |
| Total current assets | |
| 3,015,042 | | |
| 3,440,693 | |
| | |
| | | |
| | |
| PROPERTY AND EQUIPMENT, NET | |
| 470,030 | | |
| 489,420 | |
| OTHER ASSETS | |
| | | |
| | |
| Investment in GlamSmile Asia Ltd | |
| 1,389,280 | | |
| 1,260,150 | |
| Investment in MFI (Note 3) | |
| 958,652 | | |
| 958,652 | |
| Patents, net | |
| 13,339 | | |
| 19,579 | |
| Total assets | |
$ | 5,846,343 | | |
$ | 6,168,494 | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | |
| | | |
| | |
| CURRENT LIABILITIES: | |
| | | |
| | |
| Current portion, long term debt | |
$ | 2,205,584 | | |
$ | 2,257,403 | |
| Line of Credit | |
| — | | |
| 273,200 | |
| Accounts payable | |
| 795,078 | | |
| 598,558 | |
| Accrued liabilities | |
| 266,394 | | |
| 450,303 | |
| Deferred revenue | |
| 100,565 | | |
| 124,251 | |
| Due to related parties | |
| 42,987 | | |
| 145,909 | |
| Total current liabilities | |
| 3,410,608 | | |
| 3,849,624 | |
| | |
| | | |
| | |
| EQUITY: | |
| | | |
| | |
| Preferred Stock $0.001 par value (10,000,000 shares authorized, none issued and outstanding) | |
| — | | |
| — | |
| Common stock, $0.001 par value; (50,000,000 shares authorized, 19,995,969 shares issued and outstanding at September 30, 2014 and March 31, 2014 respectively) | |
| 19,996 | | |
| 19,996 | |
| Treasury stock, at cost; 723,000 shares outstanding at September 30, 2014 and March 31, 2014 respectively | |
| (831,450 | ) | |
| (831,450 | ) |
| Additional paid-in capital | |
| 24,906,269 | | |
| 24,906,269 | |
| Accumulated deficit | |
| (20,937,228 | ) | |
| (21,080,063 | ) |
| Accumulated other comprehensive income (loss) (foreign currency translation adjustment) | |
| (874,027 | ) | |
| (793,382 | ) |
| Obligation to issue shares (Note 3) | |
| 97,500 | | |
| 97,500 | |
| Total Remedent, Inc. stockholders’ equity | |
| 2,381,060 | | |
| 2,318,870 | |
| Non-controlling interest | |
| 54,675 | | |
| — | |
| Total stockholders’ equity | |
| 2,435,735 | | |
| 2,318,870 | |
| Total liabilities and equity | |
$ | 5,846,343 | | |
$ | 6,168,494 | |
The accompanying notes are an integral part
of these consolidated financial statements.
REMEDENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| | |
For the three months ended
September 30, | | |
For the six months ended
September 30, | |
| | |
2014 | | |
2013 | | |
2014 | | |
2013 | |
| | |
| | |
| | |
| | |
| |
| Net sales | |
$ | 853,812 | | |
$ | 766,858 | | |
$ | 1,781,978 | | |
$ | 1,466,110 | |
| Cost of sales | |
| 238,874 | | |
| 254,131 | | |
| 568,275 | | |
| 517,151 | |
| Gross profit | |
| 614,938 | | |
| 512,727 | | |
| 1,213,703 | | |
| 948,959 | |
| Operating Expenses | |
| | | |
| | | |
| | | |
| | |
| Research and development | |
| 25,448 | | |
| 12,688 | | |
| 39,169 | | |
| 36,285 | |
| Sales and marketing | |
| 206,612 | | |
| 156,622 | | |
| 432,940 | | |
| 346,003 | |
| General and administrative | |
| 312,168 | | |
| 310,679 | | |
| 617,660 | | |
| 555,007 | |
| Depreciation and amortization | |
| 59,772 | | |
| 59,760 | | |
| 118,269 | | |
| 119,303 | |
| TOTAL OPERATING EXPENSES | |
| 604,000 | | |
| 539,749 | | |
| 1,208,038 | | |
| 1,056,598 | |
| INCOME (LOSS) FROM OPERATIONS | |
| 10,938 | | |
| (27,022 | ) | |
| 5,665 | | |
| (107,639 | ) |
| OTHER INCOME (EXPENSES) | |
| | | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | |
| Equity income from investments | |
| 79,131 | | |
| 43,978 | | |
| 129,131 | | |
| 201,525 | |
| Interest expense | |
| (16,123 | ) | |
| (27,257 | ) | |
| (35,526 | ) | |
| (55,875 | ) |
| Interest / Other income | |
| 9,086 | | |
| 2,940 | | |
| 55,811 | | |
| 10,175 | |
| Other deductions | |
| — | | |
| (3,793 | ) | |
| — | | |
| (6,481 | ) |
| TOTAL OTHER INCOME (EXPENSES) | |
| 72,094 | | |
| 15,868 | | |
| 149,416 | | |
| 149,344 | |
| NET (LOSS) INCOME | |
| 83,032 | | |
| (11,154 | ) | |
| 155,081 | | |
| 41,705 | |
| NET INCOME (LOSS) ATTRIBUTABLE TO NON-CONTROLLING INTEREST | |
| (2,163 | ) | |
| — | | |
| 12,246 | | |
| — | |
| | |
| | | |
| | | |
| | | |
| | |
NET INCOME(LOSS) ATTRIBUTABLE TO REMEDENT
INC. COMMON SHAREHOLDERS | |
$ | 85,195 | | |
$ | (11,154 | ) | |
$ | 142,835 | | |
$ | 41,705 | |
| | |
| | | |
| | | |
| | | |
| | |
| INCOME (LOSS) PER SHARE | |
| | | |
| | | |
| | | |
| | |
| Basic | |
$ | 0.00 | | |
$ | (0.00 | ) | |
$ | 0.00 | | |
$ | 0.00 | |
| Fully diluted | |
$ | 0.00 | | |
$ | (0.00 | ) | |
$ | 0.00 | | |
$ | 0.00 | |
| WEIGHTED AVERAGE SHARES OUTSTANDING | |
| | | |
| | | |
| | | |
| | |
| Basic | |
| 19,995,969 | | |
| 19,995,969 | | |
| 19,995,969 | | |
| 19,995,969 | |
| Fully diluted | |
| 19,995,969 | | |
| 19,995,969 | | |
| 19,995,969 | | |
| 19,995,969 | |
The accompanying notes are an integral part
of these consolidated financial statements.
REMEDENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE
INCOME (LOSS)
(Unaudited)
| | |
For the three months ended
September 30, | | |
For the six months ended
September 30, | |
| | |
2014 | | |
2013 | | |
2014 | | |
2013 | |
| Net Income (Loss) | |
$ | 85,195 | | |
$ | (11,154 | ) | |
$ | 142,835 | | |
$ | 41,705 | |
| OTHER COMPREHENSIVE INCOME (LOSS): | |
| | | |
| | | |
| | | |
| | |
| Foreign currency translation adjustment | |
| (69,564 | ) | |
| 7,111 | | |
| (80,645 | ) | |
| 12,185 | |
| COMPREHENSIVE INCOME (LOSS) | |
$ | 15,631 | | |
$ | (4,043 | ) | |
$ | 62,190 | | |
$ | 53,890 | |
The accompanying notes are an integral part
of these consolidated financial statements.
REMEDENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| | |
For the six months ended
September 30, | |
| | |
2014 | | |
2013 | |
| | |
| | |
| |
| CASH FLOWS FROM OPERATING ACTIVITIES | |
| | | |
| | |
| Net (loss) income | |
$ | 142,835 | | |
$ | 41,705 | |
| Adjustments to reconcile net income (loss) to net cash used by operating activities | |
| | | |
| | |
| Depreciation and amortization | |
| 118,269 | | |
| 119,303 | |
| Inventory reserve | |
| (40,836 | ) | |
| 4,882 | |
| Allowance for doubtful accounts | |
| (4,059 | ) | |
| 266 | |
| Equity investment | |
| (129,131 | ) | |
| (201,525 | ) |
| Changes in operating assets and liabilities: | |
| | | |
| | |
| Accounts receivable | |
| (192,736 | ) | |
| 186,893 | |
| Inventories | |
| 59,785 | | |
| 7,132 | |
| Prepaid expenses | |
| (95,486 | ) | |
| 336,643 | |
| Accounts payable | |
| 179,037 | | |
| 51,689 | |
| Accrued liabilities | |
| (183,909 | ) | |
| (320,912 | ) |
| Due to related parties | |
| (102,922 | ) | |
| — | |
| Deferred revenue | |
| (23,686 | ) | |
| (29,330 | ) |
| Net cash (use by) provided by operating activities | |
| (272,839 | ) | |
| 196,746 | |
| CASH FLOWS FROM INVESTING ACTIVITIES | |
| | | |
| | |
| Purchases of patent rights | |
| — | | |
| (5,869 | ) |
| Purchases of equipment | |
| (46,225 | ) | |
| (70,220 | ) |
| Net cash used by investing activities | |
| (46,225 | ) | |
| (76,089 | ) |
| CASH FLOWS FROM FINANCING ACTIVITIES | |
| | | |
| | |
| Net (repayments of) capital leases and notes payable | |
| (93,577 | ) | |
| (43,356 | ) |
| (Repayments of) proceeds from line of credit | |
| (231,442 | ) | |
| (164,392 | ) |
| Net cash provided by financing activities | |
| (325,019 | ) | |
| (207,748 | ) |
| NET (DECREASE) INCREASE IN CASH | |
| (644,083 | ) | |
| (87,091 | ) |
| Effect of exchange rate changes on cash and cash equivalents | |
| (10,005 | ) | |
| 46,513 | |
| CASH AND CASH EQUIVALENTS, BEGINNING | |
| 775,286 | | |
| 64,504 | |
| CASH AND CASH EQUIVALENTS, ENDING | |
$ | 121,198 | | |
$ | 23,926 | |
| Supplemental Information: | |
| | | |
| | |
| Interest paid | |
$ | 10,457 | | |
$ | 30,806 | |
| Income taxes paid | |
$ | — | | |
$ | — | |
The accompanying notes are an integral part
of these consolidated financial statements.
REMEDENT, INC. AND
SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
| 1. | DESCRIPTION OF THE COMPANY
AND BASIS OF PRESENTATION |
The Company is a manufacturer
and distributor of cosmetic dentistry products, including a full line of professional dental teeth whitening products which are
distributed in Europe, Asia and the United States. The Company manufactures many of its products in Ghent, Belgium as well as outsourced
manufacturing in its facility in Beijing, China and in France. The Company distributes its products using both its own
internal sales force and through the use of third party distributors.
In these notes, the terms “Remedent”,
“Company”, “we”, “us” or “our” mean Remedent, Inc. and all of its subsidiaries,
whose operations are included in these consolidated financial statements.
The Company’s financial
statements have been prepared on an accrual basis of accounting, in conformity with accounting principles generally accepted in
the United States of America. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary
for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein.
As of September 30, 2014 the
Company had a working capital deficit of $395,566 and an accumulated deficit of $20,937,228. Management has taken measures to reduce
general expenses and to increase sales prices which should have a positive impact on the results, the cash flow and the liquidity
of the Company. Management is also convinced that, in case of necessity, important cash flows can be generated by the sale of investments
of the Company. However, additional funding may be required in order to support the Company’s operations and the execution
of its business plan. These risks, among others, are also discussed in ITEM 1A – Risk Factors in the Company’s
annual report on Form 10-K filed on July 14, 2014 with the SEC. Despite these matters of emphasis, the financial statements have
been prepared on a going concern basis.
The Company has conducted a
subsequent events review through the date the financial statements were issued, and has concluded that there were no subsequent
events requiring adjustments or additional disclosures to the Company's financial statements at September 30, 2014.
| 2. | SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES |
The accounting policies of the
Company, as applied in the interim consolidated financial statements presented herein are substantially the same as presented in
the Company’s Form 10-K for the year ended March 31, 2014, except as may be indicated below:
Organization and Principles
of Consolidation
The accompanying consolidated
financial statements include the accounts of: Remedent N.V. (incorporated in Belgium) located in Ghent , Belgium, Remedent Professional,
Inc. and Remedent Professional Holdings, Inc. (both incorporated in California and inactive), Glamtech-USA, Inc. (a Delaware corporation
acquired effective August 24, 2008), Remedent N.V.’s 50% owned subsidiary, Biotech Dental Benelux N.V., a Belgium private
company located in Ghent, Remedent N.V.’s 51%
owned subsidiary, GlamSmile Deutschland GmbH, a German private company located in Munich (effective March 31, 2014 this subsidiary
is inactive) and Remedent N.V.’s 80 % owned subsidiary, GlamSmile
Rome, an Italian private company located in Rome (effective March 31, 2014 this subsidiary is inactive).
Remedent N.V.’s 21.54
% investment in Glamsmile Dental Technology Ltd., a Cayman Islands company (“Glamsmile Dental”) and its subsidiaries,
Glamsmile (Asia) Limited, a company organized and existing under the laws of Hong Kong and a substantially 100
% owned subsidiary of Glamsmile Dental, Beijing Glamsmile Technology Development Ltd., a 100
% owned subsidiary of GlamSmile Asia, its 80% owned subsidiary
Beijing Glamsmile Trading Co., Ltd.; and its 98% owned subsidiary
Beijing Glamsmile Dental Clinic Co., Ltd., including its 100% owned
Shanghai Glamsmile Dental Clinic Co., Ltd., and its 50 % owned
Whenzhou GlamSmile Dental Clinic Ltd.,which are accounted for using the equity method after January 31, 2012 (see Note 3 –
Long-term Investment)
Remedent, Inc. is a holding
company with headquarters in Ghent, Belgium. Remedent Professional, Inc. and Remedent Professional Holdings, Inc. have been dormant
since inception.
For all periods presented, all
significant inter-company accounts and transactions have been eliminated in the consolidated financial statements and corporate
administrative costs are not allocated to subsidiaries.
Interim Financial
Information
The interim consolidated financial
statements of Remedent, Inc. and Subsidiaries (the “Company”) are condensed and do not include some of the information
necessary to obtain a complete understanding of the financial data. Management believes that all adjustments necessary for a fair
presentation of results have been included in the unaudited consolidated financial statements for the interim periods presented.
Operating results for the six months ended September 30, 2014, are not necessarily indicative of the results that may be expected
for the year ended March 31, 2015. Accordingly, your attention is directed to footnote disclosures found in the Annual Report
on Form 10-K for the year ending March 31, 2014, and particularly to Note 2, which includes a summary of significant accounting
policies.
Warranties
The Company typically warrants
its products against defects in material and workmanship for a period of 24 months from shipment.
A tabular reconciliation of
the Company’s aggregate product warranty liability for the reporting periods is as follows:
| | |
Six months
ended
September 30, 2014 | | |
Year ended
March 31, 2014 | |
| Product warranty liability: | |
| | | |
| | |
| Opening balance | |
$ | 6,899 | | |
$ | 19,301 | |
| Accruals for product warranties issued in the period | |
| (590 | ) | |
| (12,402 | ) |
| Ending liability | |
$ | 6,309 | | |
$ | 6,899 | |
Based upon historical trends
and warranties provided by the Company’s suppliers and sub-contractors, the Company has made a provision for warranty costs
of $6,309 and $6,899 as of September 30, 2014 and March 31, 2014, respectively.
Computation of Earnings (Loss)
per Share
Basic net income (loss) per
common share is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of shares
of common stock outstanding during the period. Net income (loss) per common share attributable to common stockholders assuming
dilution is computed by dividing net income by the weighted average number of shares of common stock outstanding plus the number
of additional common shares that would have been outstanding if all dilutive potential common shares had been issued.
On April 1, 2009, the Company
adopted changes issued by the FASB to the calculation of earnings per share. These changes state that unvested share-based payment
awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities
and shall be included in the computation of earnings per share pursuant to the two-class method for all periods presented. The
adoption of this change had no impact on the Company’s basic or diluted net loss per share because the Company has never
issued any share-based awards that contain non-forfeitable rights.
At each of September 30, 2014
and March 31, 2014, the Company had 19,995,969, shares of common stock issued and outstanding. At September 30, 2014 and March
31, 2014, the Company did not have any warrants outstanding but had 1,795,000 and 1,795,000 options outstanding respectively. As
of September 30, 2013, all outstanding options were excluded from the computation of earnings per share because their effect would
have been anti-dilutive.
Further, pursuant to ASC 260-10-50-1(c),
if a fully diluted share calculation was computed for the three and six month periods ended September 30, 2014 and September 30,
2013 respectively, it would have excluded all options respectively since the Company’s average share trading price during
the three month and six month periods ended September 30, 2014 and September 30, 2014 were less than the exercise price of all
options.
Comprehensive income (loss)
includes all changes in equity except those resulting from investments by owners and distributions to owners, including accumulated
foreign currency translation, and unrealized gains or losses on marketable securities.
The Company’s only component
of other comprehensive income is the accumulated foreign currency translation consisting of (loss) and gains of $(80,645) and $12,185
for the six months ended September 30, 2014 and 2013, respectively. These amounts have been recorded as a separate component of
stockholders’ equity (deficit).
New Accounting Pronouncements
Recently Adopted
The below described accounting
guidance has been adopted by the Company effective April 1, 2013 and has not had a material impact upon the Company’s financial
condition or results of operations.
In April 2013, the Financial
Accounting Standards Board (“FASB”) issued ASU No. 2013-07, Presentation of Financial Statements (Topic 205): Liquidation
Basis of Accounting. Under the new standard, an organization will be required to prepare its financial statements using the liquidation
basis of accounting when liquidation is “imminent.” Liquidation is considered imminent when the likelihood is remote
that the organization will return from liquidation and either (a) a plan for liquidation is approved by the person or persons with
the authority to make such a plan effective and the likelihood is remote that the execution of the plan will be blocked by other
parties or (b) a plan for liquidation is being imposed by other forces (for example, involuntary bankruptcy). In addition, the
new standard provides principles for the recognition and measurement of assets and liabilities and requirements for financial statements
prepared using the liquidation method of accounting. The new standard is effective for entities that determine liquidation is imminent
during annual periods beginning after December 15, 2013, and interim reporting periods therein. Entities are to apply the requirements
prospectively from the day that liquidation becomes imminent, and early adoption is permitted. We are currently unable to determine
the impact on our financial statements of the new standard should we be required to adopt it in the future.
REMEDENT OTC BV
In connection with the restructuring
of the Company’s OTC business in December 2008, the Company controlled Remedent OTC BV until September 30, 2011 through its
board representations. As agreed upon in the Voting Agreement, after September 30, 2011, the Company had one board representation
and consequently no longer controlled its investment in Remedent OTC BV. As such, the financials of Remedent OTC BV are no longer
included in the consolidated Financial Statements but accounted for through the equity method. No gain or loss was recorded on
the deconsolidation. After September 30, 2011, the Company still owned 50% of Remedent OTC BV.
For the year ended March 31,
2014, the Company recorded an equity Loss of $Nil (2013 - ($149,064) in “Other (expenses) income” for its portion of
the net loss recorded by Remedent OTC B.V.
Effective July 13, 2012, and
as amended February 7, 2013 the Company sold 100% of its interest
in the share capital of Remedent OTC B.V., to an arm’s length party for the total sales price of €950,000
( $667,300 (€ 500,000),
(received during July 2012) and $600,570 (€450,000)
was received in February 2013.
Acquisition
Effective January 1, 2010 the
Company acquired 50.98% of the issued and outstanding shares of Glamsmile Asia Ltd. (“Glamsmile Asia” or “Glamsmile”),
a private Hong Kong company, with subsidiaries in Hong Kong and Mainland China, in exchange for the following consideration:
| |
1. |
325,000 Euro (US$466,725). As of March 31, 2011 the full amount was paid. |
| |
2. |
250,000 shares of common stock to be issued during the fiscal year ended March 31, 2011 ($97,500 was recorded as an obligation to issue shares as at March 31, 2010). The parties have agreed that the shares will be issued during fiscal year ended March 31, 2015. |
| |
3. |
100,000 options on closing (issued); |
| |
4. |
100,000 options per opened store at closing (issued); |
| |
5. |
100,000 options for each additional store opened before the end of 2011 at the price of the opening date of the store; |
| |
6. |
Assumption of Glamsmile’s January 1, 2010 deficit of $73,302.; and |
| |
7. |
Repayment of the founding shareholder’s original advances in the amount of $196,599. The balance of $196,599, recorded as due to related parties at March 31, 2010, is unsecured, non-interest bearing and has no specific terms of repayment other than it will be paid out of revenues from Glamsmile, as working capital allows. During the year ended March 31, 2011 a total of $101,245 was paid to the founding shareholder, leaving a balance due of $95,354 on June 27, 2011. As at March 31, 2012 the full amount was paid. |
All options
reside under the Company’s option plan and are five year options.
Also pursuant to the agreement, the Company
granted irrevocable right to Glamsmile Asia to use the Glamsmile trademark in Greater China.
The Company acquired a 50.98% interest
in GlamSmile Asia Ltd. (“GlamSmile Asia”) in order to obtain a platform in the Chinese Market to expand and introduce
our GlamSmile Asia concept into the Chinese Market. In order to sell into the Chinese Market, an approval by Chinese Authorities
is required, in the form of licenses. As GlamSmile Asia was already the owner of such licenses prior to the acquisition, this was
an important advantage. We obtained control of GlamSmile Asia through the acquisition of the 50.98% interest and the appointment
of our CEO as a Board member of GlamSmile Asia.
On January 30, 2014, the Company
has sold a total of 2,500,000 ordinary shares of its investment in GlamSmile Dental Technology Ltd for $3,000,000 and recognized
a gain on the sale in the amount of $1,582,597. As of March 31, 2014 the Company has received $1,850,000 and has recorded
the balance of $1,150,000 as an amount receivable.
Effective March 31, 2014 the Company has
retained a 21.5% ownership in GlamSmile Asia Ltd.
Deconsolidation
On January 28, 2012, the Company entered
into a Preference A Shares and Preference A-1 Shares Purchase Agreement (“Share Purchase Agreement”) with Glamsmile
Dental Technology Ltd., a Cayman Islands company and a subsidiary of the Company (“Glamsmile Dental”), Glamsmile (Asia)
Limited, a company organized and existing under the laws of Hong Kong and a substantially owned subsidiary of Glamsmile Dental,
Beijing Glamsmile Technology Development Ltd., Beijing Glamsmile Trading Co., Ltd., Beijing Glamsmile Dental Clinic Co., Ltd.,
and Shanghai Glamsmile Dental Clinic Co., Ltd., Gallant Network Limited, a shareholder of Glamsmile Dental (“Gallant”),
and IDG-Accel China Growth Fund III L.P. (“IDG Growth”), IDG-Accel China III Investors L.P.(“IDG Investors”)
and Crown Link Group Limited (“Crown”)(“IDG Growth, IDG Investors and Crown collectively referred to as the “Investors”),
pursuant to which the Investors agreed to (i) purchase from the Company an aggregate of 2,857,143 shares of Preference A-1 Shares
of Glamsmile Dental, which represents all of the issued and outstanding Preference A-1 Shares of Glamsmile Dental, for an aggregate
purchase price of $2,000,000, and (ii) purchase from Glamsmile Dental an aggregate of 5,000,000 shares of Preference A Shares for
an aggregate purchase price of $5,000,000.
Under the terms of the Share Purchase Agreement,
the Company agreed (a) to indemnify the Investors and their respective affiliates for losses arising out of a breach, or inaccuracy
or misrepresentation in any representation or warranty made by the Company or a breach or violation of a covenant or agreement
made by the Company for up to $1,500,000, and (b) to transfer 500,000 shares of Glamsmile Dental owned by the Company to the Investors
in the event of breach of certain covenants by the Company. In connection with the Share Purchase Agreement, the Company also agreed
to enter into an Investor’s Rights Agreement, Right of First Refusal and Co-Sale Agreement, and Voting Agreement with the
parties.
In addition, in connection with the contemplated
transactions in the Share Purchase Agreement on January 20, 2012, the Company entered into a Distribution, License and Manufacturing
Agreement with Glamsmile Dental pursuant to which the Company appointed Glamsmile Dental as the exclusive distributor and licensee
of Glamsmile Veneer Products bearing the “Glamsmile” name and mark in the B2C Market in the People’s Republic
of China (including Hong Kong and Macau) and Republic of China (Taiwan) and granted related manufacturing rights and licenses in
exchange for the original issuance of 2,857,143 shares of Preference A-1 Shares of Glamsmile Dental and $250,000 (the receipt of
which was acknowledged as an offset to payment of certain invoices of Glamsmile (Asia) Limited).
On February 10, 2012, the sale of the Preference
A-1 Shares and the Preference A Shares was completed. As a result of the closing, the equity ownership of Glamsmile Dental, on
an as converted basis, is as follows: 31.4% by the Investors, 39.2 % by Gallant, and 29.4% by the Company. Mr. De Vreese, our chairman,
will remain as a director of Glamsmile Dental along with Mr. David Lok, who is the Chief Executive Officer and director of Glamsmile
Dental and principal of Gallant. The Investors have a right to appoint one director of Glamsmile Dental, and accordingly the Board
of Directors of Glamsmile Dental will consist of Mr. De Vreese, Mr. Lok and a director appointed by the Investors.
In conjunction with the transaction and
resulting deconsolidation of Glamsmile Dental, the Company recorded a gain of $1,470,776, calculated as follows:
| Consideration received | |
$ | 2,000,000 | |
| Fair value of 29.4% interest | |
| 2,055,884 | |
| Carrying value of non-controlling interest | |
| 1,117,938 | |
| Less: carrying value of former subsidiary’s net assets | |
| (2,002,329 | ) |
| Goodwill | |
| (699,635 | ) |
| Investment China & Hong Kong | |
| (1,082 | ) |
| Rescission agreement Excelsior (Note 11) | |
| (1,000,000 | ) |
| | |
$ | 1,470,776 | |
For the six month periods ended September
30, 2014 and September 30, 2013 the Company recorded equity income of $129,131 and $201,525 respectively as “Other (expenses)
income” for its portion of the net income recorded by GlamSmile Dental Technology Ltd.
MEDICAL FRANCHISES & INVESTMENTS
Effective March 31, 2013, the Company acquired
6.12 % of the issued and outstanding shares of Medical Franchises
& Investments N.V., a Belgium corporation ("MFI NV") in exchange for a cash prepayment of $314,778
that was made during the fiscal year ended March 31, 2012. The Company’s investment in 70,334
shares of MFI NV has been recorded at the fair value of $958,652 which is the quoted market price of approximately USD $13.63
(€10.80) per share. Because the investment is being recognized as an available-for-sale investment, an unrecognized gain of
$Nil (2013 - $472,561) has been recorded in accumulated other comprehensive
income. Future unrealized gains and losses on the investment in MFI will also be recognized in other comprehensive income until
realized.
Per ASC-320-10-25-1, investments in debt
and equity securities that have readily determinable fair values and are not classified as trading or held-to-maturity securities
are classified as available-for-sale securities.
MFI NV has been founded to market an advance
in dental technology which has the potential to replace the process of making mechanical impressions of teeth and bite structures
with a digital/optical scan.
Effective December 3, 2012, the Company
entered into a Loan Agreement (the “Loan Agreement”) with BNP Paribas Fortis Bank, a Belgian Bank, pursuant to which
the Company borrowed $132,820 (€100.000).
The loan bears interest of 3.68 % per annum and is repayable
in 24 equal monthly installments of € 4,331 ($5,465
at the closing rate of September 30, 2014). No additional guaranties (see note 13- secured debt agreements (2)) were required.
As of September 30, 2014 the Company has
recorded $16,291 as a current liability. As of September 30, 2013 the Company has recorded $33,947 as a current liability and the
balance of $49,378 as long term.
Financial Instruments — Financial
instruments, which potentially subject the Company to concentrations of credit risk, consist principally of trade accounts receivable.
Concentrations of credit risk with respect
to trade receivables are normally limited due to the number of customers comprising the Company’s customer base and their
dispersion across different geographic areas. At September 30, 2014, five customers accounted for 75.70% of the Company’s
trade accounts receivables, and two customers accounted for 64.36%. The Company performs ongoing credit evaluations
of its customers and normally does not require collateral to support accounts receivable.
Purchases — The Company has diversified
its sources for product components and finished goods and, as a result, the loss of a supplier would not have a material impact
on the Company’s operations. For the six months ended September 30, 2014 the Company had five suppliers who accounted
for 31.65% of accounts payable. For the six months ended September 30, 2013 the Company had five suppliers who accounted for 23.08%
of accounts payable.
Revenues — For the six
months ended September 30, 2014 the Company had five customers that accounted for 58.63% of total revenues. One of the five customers
accounted for 38.79% of total revenues. For the six months ended September 30, 2013 the Company had five customers that accounted
for 87.23% of total revenues.
| 6. | ACCOUNTS RECEIVABLE
AND ALLOWANCE FOR DOUBTFUL ACCOUNTS |
The Company’s
accounts receivable at period end were as follows:
| | |
September 30, 2014 | | |
March 31, 2014 | |
| Accounts receivable, gross | |
$ | 1,023,724 | | |
$ | 835,047 | |
| Less: allowance for doubtful accounts | |
| (43,410 | ) | |
| (47,469 | ) |
| Accounts receivable, net | |
$ | 980,314 | | |
$ | 787,578 | |
Inventories at period end are
stated at the lower of cost (first-in, first-out) or net realizable value and consisted of the following:
| | |
September 30, 2014 | | |
March 31, 2014 | |
| Raw materials | |
$ | 23,697 | | |
$ | 23,760 | |
| Components | |
| 198,877 | | |
| 228,884 | |
| Finished goods | |
| 753,558 | | |
| 824,109 | |
| | |
| 976,132 | | |
| 1,076,753 | |
| Less: reserve for obsolescence | |
| (436,666 | ) | |
| (477,502 | ) |
| Net inventory | |
$ | 539,466 | | |
$ | 599,251 | |
Prepaid expenses are
summarized as follows:
| | |
September 30, 2014 | | |
March 31, 2014 | |
| Prepaid materials and components | |
$ | 167,831 | | |
$ | 45,546 | |
| VAT payments in excess of VAT receipts | |
| 13,734 | | |
| 11,430 | |
| Prepaid rent | |
| 34,699 | | |
| 48,293 | |
| Other | |
| 7,800 | | |
| 23,309 | |
| | |
$ | 224,064 | | |
$ | 128,578 | |
Property and equipment
are summarized as follows:
| | |
September 30, 2014 | | |
March 31, 2014 | |
| Furniture and Fixtures | |
$ | 463,892 | | |
$ | 461,260 | |
| Machinery and Equipment | |
| 1,784,906 | | |
| 1,706,248 | |
| | |
| 2,248,798 | | |
| 2,167,508 | |
| Accumulated depreciation | |
| (1,778,768 | ) | |
| (1,678,088 | ) |
| Property & equipment, net | |
$ | 470,030 | | |
$ | 489,420 | |
The Company has a mixed-use
line of credit facility with BNP Paribas Fortis Bank, a Belgian bank (the “Facility”). The Facility is secured by a
first lien on the assets of Remedent N.V. and by personal guarantee of the Company’s CEO.
Effective September 3, 2013
we have agreed to repay our line of credit of € 495.000 (US $624,591) in 10 installments of € 49.500 (US $62,459) + an
interest of 3,6 % per year commencing November 1, 2013, with the last payment due on August 1, 2014.
Capital Lease Agreements:
On January 15, 2010, the Company
entered into a capital lease agreement over a 5 year period for
veneer manufacturing equipment totaling €251,903 (US $317,851).
The lease requires a monthly
payment of principal and interest at 9.72% and provide for a buyout
at the conclusion of the lease terms of 4% of the original value
of the contract.
The net book value as of September
30, 2014 and March 31, 2014 of the equipment subject to the foregoing lease was $41,758 and $77,943
respectively.
The following is a schedule
by years of future minimum lease payments under capital lease together with the present value of the net minimum lease payments
as of September 30, 2014:
| Year ending March 31: | |
$ | |
| | |
| |
| 2015 | |
| 42,114 | |
| Total minimum lease payments | |
| 42,114 | |
| Less: Amount representing estimated executory costs (such as taxes, maintenance, and insurance), including profit thereon, included in total minimum lease payments | |
| — | |
| Net minimum lease payments | |
| 42,114 | |
| Less: Amount representing interest (*) | |
| 356 | |
| Present value of minimum lease payments (**) | |
$ | 41,758 | |
* Amount necessary to reduce net minimum
lease payments to present value calculated at the Company’s incremental borrowing rate at the inception of the leases.
** Reflected in the balance sheet as current obligations
under capital leases of $41,758 and $81,986 respectively.
Secured Debt Agreements (1)
On June 3, 2011, the Company
obtained a loan in the principal amount of $1,000,000 (the “Loan”)
from an unrelated private company, Excelsior Medical (HK) (“EM”). In connection with the Loan, the Company issued a
promissory note, with a simple interest rate of 5% per annum, secured
by certain assets of the Company (the “Note”). The maturity date of the Loan is June
3, 2014. Interest of $50,000 per annum is payable in cash
on an annual basis.
Effective as of January 11,
2012, the Company entered into a Rescission Agreement with EM and Asia Best Healthcare Co., Ltd. Under the Rescission Agreement,
the Company agreed to repay a total of $1,000,000 received under
the Distribution Agreement, plus a simple interest rate of 5%, beginning on June 30, 2012, according to the following payment schedule:
(i) $250,000 to be paid no later than June 30 , 2012, (ii) $250,000 plus interest on June 30, 2012, (iii) $250,000 plus interest
on December 31, 2012, and (iv) $250,000 plus interest on June 30, 2013. The Company also agreed to secure such obligations owed
to EM with certain collateral of the Company. During the period ended December 31, 2012 a partial payment of $20,000
in interest has been made. The Company is currently in the process of re-negotiating the terms of repayment.
Secured Debt Agreements (2)
On December 3, 2012, the Company
obtained a loan in the principal amount of € 100,000 (the
“Loan”) from BNP Paribas Fortis bank, to be repaid over the next 24 months. The loan is secured by a lien on the assets
of Remedent N.V. as already granted for the use of our existing Credit Line Facility. The maturity date of the Loan is January
2, 2015 at an interest rate of 3.68% to be repaid in monthly
installments of € 4,331 ($5,465).
| 12. | DUE TO RELATED PARTIES
AND RELATED PARTY TRANSACTIONS |
Transactions with
related parties not disclosed elsewhere in these financial statements consisted of the following:
Compensation:
During the six month periods
ended September 30, 2014 and 2013 respectively, the Company incurred $109,517 and $117,673 respectively, as compensation for all
directors and officers.
All related party transactions
involving provision of services or tangible assets were recorded at the exchange amount, which is the value established and agreed
to by the related parties and in management’s opinion reflects arms’ length consideration payable for similar services
or transfers.
Accrued liabilities
are summarized as follows:
| | |
September 30, 2014 | | |
March 31, 2014 | |
| Accrued employee benefit taxes and payroll | |
$ | 208,863 | | |
$ | 358,567 | |
| Accrued travel | |
| 6,309 | | |
| 7,212 | |
| Commissions | |
| 35 | | |
| 23,110 | |
| Accrued audit and tax preparation fees | |
| 4,416 | | |
| 17,938 | |
| Reserve for warranty costs | |
| 6,309 | | |
| 6,899 | |
| Accrued advertising | |
| — | | |
| 10,153 | |
| Accrued interest | |
| — | | |
| 381 | |
| Accrued consulting fees | |
| 1,150 | | |
| 1,500 | |
| Other accrued expenses | |
| 39,312 | | |
| 24,543 | |
| | |
$ | 266,394 | | |
$ | 450,303 | |
| 14. | EQUITY COMPENSATION
PLANS |
As of September 30, 2014, the
Company had two equity compensation plans approved by its stockholders (1) the 2004 Incentive and Non-statutory Stock Option Plan
(the “2004 Plan”); and (2) the 2007 Equity Incentive Plan (the “2007 Plan”). The Company’s stockholders
approved the 2004 Plan reserving 800,000 shares of common stock of the Company pursuant to an Information Statement on Schedule
14C filed with the Commission on May 9, 2005. Finally, the Company’s stockholders approved the 2007 Plan reserving
1,000,000 shares of common stock of the Company pursuant to a Definitive Proxy Statement on Schedule 14A filed with the Commission
on October 2, 2007.
In addition to the equity compensation
plans approved by the Company’s stockholders, the Company has issued options and warrants to individuals pursuant to individual
compensation plans not approved by our stockholders. These options and warrants have been issued in exchange for services
or goods received by the Company.
The following table provides
aggregate information as of September 30, 2014 with respect to all compensation plans (including individual compensation arrangements)
under which equity securities are authorized for issuance.
| | |
2001 Plan | | |
2004 Plan | | |
2007 Plan | | |
Other | |
| | |
Outstanding
Options | | |
Weighted
Average
Exercise
Price | | |
Outstanding
Options | | |
Weighted
Average
Exercise
Price | | |
Outstanding
Options | | |
Weighted
Average
Exercise
Price | | |
Outstanding
Options | | |
Weighted
Average
Exercise
Price | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| Options outstanding, March 31, 2014 | |
| 12,500 | | |
| 1.20 | | |
| 432,500 | | |
| 0.96 | | |
| 1,000,000 | | |
| 1.21 | | |
| 350,000 | | |
| .97 | |
| Expired | |
| (12,500 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
| Options outstanding and exercisable September 30, 2014 | |
| — | | |
| — | | |
| 432,500 | | |
| 0.96 | | |
| 1,000,000 | | |
| 1.21 | | |
| 350,000 | | |
| .97 | |
| Exercise price range | |
| — | | |
| | | |
| $0.50 - $2.46 | | |
| | | |
$ | 1.21 | | |
| | | |
| $.39 - 1.75 | | |
| | |
| Weighted average remaining life | |
| — | | |
| | | |
| 3.50 years | | |
| | | |
| 3.62 years | | |
| | | |
| 2.06 years | | |
| | |
A summary of the Company’s equity compensation plans approved
and not approved by shareholders is as follows:
| Plan Category | |
Number of
securities to
be
issued upon
exercise of
of
outstanding
options,
warrants
and rights | | |
Weighted-average
exercise price of
outstanding
options
warrants and
rights | | |
Number of
securities
remaining
available for
future
issuance
under
equity
compensation
plans
(excluding
securities
reflected
in column (a)) | |
| Equity Compensation Plans approved by security holders | |
| 1,445,000 | | |
$ | 1.17 | | |
| 605,000 | |
| Equity Compensation Plans not approved by security holders | |
| 820,000 | | |
$ | .97 | | |
| NA | |
| Total | |
| 2,265,000 | | |
$ | 1.10 | | |
| 605,000 | |
For the six month periods ended September
30, 2014 and September 30, 2013 the Company recognized $Nil (2013— $Nil) in stock based compensation expense in the consolidated
statement of operations. No stock options were granted or cancelled/expired in the six month periods ended September
30, 2014 and September 30, 2013.
The Company’s only operating segment
consists of dental products and oral hygiene products sold by Remedent Inc., Remedent N.V., and Biotech Dental Benelux N.V. Our
operations are primarily in Europe and Asia and 100% of our sales for the six month periods ended September 30, 2014 and 2013 were
generated from customers outside of the United States.
Real Estate Lease:
The Company leases an office
facility of 5,187 square feet in Gent, Belgium from an unrelated party pursuant to a nine year lease commencing September 1, 2008
at a base rent of €5,713 per month for the total location ($7,208 per month at September 30, 2014).
Secondly, the Company leases
an office facility of 1,991 square feet in Rome, Italy to support the sales and marketing division of our veneer business, from
an unrelated third party pursuant to a six year lease commencing July 1, 2011, at a base rent of € 6,500 per month for the
total location ($8,969 per month at March 31, 2014). Due to an internal re-organization and in mutual agreement with the unrelated
party, the rent agreement was cancelled at March 31, 2014.)
Thirdly, the Company leases
an office facility of 635 square feet in Brussels, Belgium from an unrelated party pursuant to a nine year lease commencing July
1, 2012 at a base rent of € 969 per month for the total location ($1,222 per month at September 30, 2014).
Real Estate Lease and All Other
Leased Equipment:
Minimum monthly lease payments
for real estate, and all other leased equipment are as follows based upon the conversion rate for the (Euro) at September 30, 2014:
| March 31, 2015 | |
$ | 128,883 | |
| March 31, 2016 | |
| 174,249 | |
| March 31, 2017 | |
| 136,022 | |
| March 31, 2018 | |
| 62,426 | |
| After five years | |
| 47,705 | |
| Total: | |
$ | 549,285 | |
The FASB ASC topic 820 on fair value measurement
and disclosures establishes three levels of inputs that may be used to measure fair value: quoted prices in active markets for
identical assets or liabilities (referred to as Level 1), observable inputs other than Level 1 that are observable for the asset
or liability either directly or indirectly (referred to as Level 2), and unobservable inputs to the valuation methodology that
are significant to the measurement of fair value of assets or liabilities (referred to as Level 3).
The carrying values and fair values of our financial instruments
are as follows:
| | |
| | |
September 30, 2014 | | |
March 31, 2014 | |
| | |
| | |
Carrying | | |
Fair | | |
Carrying | | |
Fair | |
| | |
Level | | |
Value | | |
Value | | |
value | | |
value | |
| Cash | |
| 1 | | |
$ | 121,198 | | |
$ | 121,198 | | |
$ | 775,286 | | |
$ | 775,286 | |
| Accounts receivable | |
| 2 | | |
$ | 980,314 | | |
$ | 980,314 | | |
$ | 787,578 | | |
$ | 787,578 | |
| Other receivables | |
| | | |
$ | 1,150,000 | | |
$ | 1,150,000 | | |
$ | 1,150,000 | | |
$ | 1,150,000 | |
Long Term investment and advance -
GlamSmile Dental Technology Asia | |
| 2 | | |
$ | 1,389,280 | | |
$ | 1,389,280 | | |
$ | 1,260,150 | | |
$ | 1,260,150 | |
| Long term investments and advances MFI | |
| 2 | | |
$ | 958,652 | | |
$ | 958,652 | | |
$ | 958,652 | | |
$ | 958,652 | |
| Line of credit | |
| 2 | | |
$ | — | | |
$ | — | | |
$ | 273,200 | | |
$ | 273,200 | |
| Short term debt | |
| 2 | | |
$ | 2,205,584 | | |
$ | 2,205,584 | | |
$ | 2,257,403 | | |
$ | 2,257,403 | |
| Deferred revenue | |
| 2 | | |
$ | 100,565 | | |
$ | 100,565 | | |
$ | 124,251 | | |
$ | 124,251 | |
| Accounts payable | |
| 2 | | |
$ | 795,078 | | |
$ | 795,078 | | |
$ | 598,558 | | |
$ | 598,558 | |
| Accrued liabilities | |
| 2 | | |
$ | 266,394 | | |
$ | 266,394 | | |
$ | 450,303 | | |
$ | 450,303 | |
The following method was used to estimate the fair values of
our financial instruments:
The carrying amount of level 1 and level 2 financial instruments
approximates fair value because of the short maturity of the instruments.
Financial assets are considered Level 3
when their fair values are determined using pricing models, discounted cash flow methodologies, or similar techniques, and at least
one significant model assumption or input is unobservable. Level 3 financial assets also include certain investment securities
for which there is limited market activity such that the determination of fair value requires significant judgment or estimation.
The Company reviews the fair value hierarchy
classification on a quarterly basis. Changes in the ability to observe valuation inputs may result in a reclassification of levels
for certain securities within the fair value hierarchy. The Company’s policy is to recognize transfers into and out of levels
within the fair value hierarchy at the end of the fiscal quarter in which the actual event or change in circumstances that caused
the transfer occurs. There were no significant transfers between Level 1, Level 2, or Level 3 during the six month periods ended
September 30, 2014 or September 30, 2014. When a determination is made to classify an asset or liability within Level 3, the determination
is based upon the significance of the unobservable inputs to the overall fair value measurement. The following table provides a
reconciliation of the beginning and ending balances of the item measured at fair value on a recurring basis in the table above
that used significant unobservable inputs (Level 3):
| | |
Six month period ended
September 30,
2014 | |
| Long term investments and advances: | |
| | |
| Beginning balance | |
$ | 1,260,150 | |
| Gains (losses) included in net loss | |
| 129,130 | |
| Transfers in (out of level 3) | |
| — | |
| | |
| | |
| Ending balance | |
$ | 1,389,280 | |
Item 2. Management’s
Discussion and Analysis of Financial Condition and Results of Operations
Forward Looking Statements
The discussion contained
herein is for the three and six months ended September 30, 2014 and September 30, 2013. The following discussion should be read
in conjunction with the Company’s consolidated financial statements and the notes to the consolidated financial statements
included elsewhere in this Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014. In addition
to historical information, this section contains “forward-looking” statements, including statements regarding the growth
of product lines, optimism regarding the business, expanding sales and other statements. Words such as expects, anticipates, intends,
plans, believes, sees, estimates and variations of such words and similar expressions are intended to identify such forward-looking
statements. These statements are not guarantees of future performance and involve certain risks and uncertainties that are difficult
to predict. Actual results could vary materially from the description contained herein due to many factors including continued
market acceptance of our products. In addition, actual results could vary materially based on changes or slower growth in the oral
care and cosmetic dentistry products market; the potential inability to realize expected benefits and synergies; domestic and international
business and economic conditions; changes in the dental industry; unexpected difficulties in penetrating the oral care and cosmetic
dentistry products market; changes in customer demand or ordering patterns; changes in the competitive environment including pricing
pressures or technological changes; technological advances; shortages of manufacturing capacity; future production variables impacting
excess inventory and other risk factors. Factors that could cause or contribute to any differences are discussed in
“Risk Factors” and elsewhere in the Company’s annual report on Form 10-K filed on July 14, 2014 with the
Securities and Exchange Commission. Except as required by applicable law or regulation, the Company undertakes no obligation
to revise or update any forward-looking statements contained in this Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2014. The information contained in this Quarterly Report on Form 10-Q for the quarterly period ended September 30,
2014 is not a complete description of the Company’s business or the risks associated with an investment in the Company’s
common stock. Each reader should carefully review and consider the various disclosures made by the Company in this Quarterly Report
on Form 10-Q and in the Company’s other filings with the Securities and Exchange Commission.
Overview
We specialize in the research, development,
and manufacturing of oral care and cosmetic dentistry products. We are one of the leading manufacturers of cosmetic
dentistry products in Europe. Leveraging our knowledge of regulatory requirements regarding dental products and management’s
experience in the needs of the professional dental community, we design, develop, manufacture and distribute our cosmetic dentistry
products, including a full line of professional dental products that are distributed in Europe, Asia and the United States. We
distribute our products using both our own internal sales force and through the use of third party distributors.
Results of Operations
Comparative detail of results as a percentage of sales is as
follows:
| | |
For the three months ended
September 30, | | |
For the six months ended
September 30, | |
| | |
2014 | | |
2013 | | |
2014 | | |
2013 | |
| | |
| | |
| | |
| | |
| |
| NET SALES | |
| 100.00 | % | |
| 100.00 | % | |
| 100.00 | % | |
| 100.00 | % |
| COST OF SALES | |
| 27.98 | % | |
| 33.14 | % | |
| 31.89 | % | |
| 35.27 | % |
| GROSS PROFIT | |
| 72.02 | % | |
| 66.86 | % | |
| 68.11 | % | |
| 64.73 | % |
| OPERATING EXPENSES | |
| | | |
| | | |
| | | |
| | |
| Research and development | |
| 2.98 | % | |
| 1.65 | % | |
| 2.20 | % | |
| 2.47 | % |
| Sales and marketing | |
| 24.20 | % | |
| 20.42 | % | |
| 24.30 | % | |
| 23.60 | % |
| General and administrative | |
| 36.56 | % | |
| 40.51 | % | |
| 34.66 | % | |
| 37.86 | % |
| Depreciation and amortization | |
| 7.00 | % | |
| 7.79 | % | |
| 6.64 | % | |
| 8.14 | % |
| TOTAL OPERATING EXPENSES | |
| 70.74 | % | |
| 70.38 | % | |
| 67.80 | % | |
| 72.07 | % |
| INCOME (LOSS) FROM OPERATIONS | |
| 1.28 | % | |
| (3.52 | )% | |
| 0.31 | % | |
| (7.34 | )% |
| Other income | |
| 8.44 | % | |
| 2.07 | % | |
| 8.38 | % | |
| 10.19 | % |
| INCOME (LOSS) | |
| 9.72 | % | |
| (1.45 | )% | |
| 8.69 | % | |
| 2.84 | % |
NET INCOME (LOSS)
ATTRIBUTABLE TO NON-
CONTROLLING INTEREST | |
| (0.25 | )% | |
| 0.00 | % | |
| 0.69 | % | |
| 0.00 | % |
NET INCOME (LOSS)
ATTRIBUTABLE TO REMEDENT
INC. COMMON SHAREHOLDERS | |
| 9.97 | % | |
| (1.45 | )% | |
| 8.00 | % | |
| 2.84 | % |
Net Sales
Net sales increased by approximately 11.3%
to $853,812 for the three months ended September 30, 2014 as compared to $766,858 for the three months ended September 30, 2013. The
increase in sales is primarily due to the first results of our ‘Smile Me Mirror’ and our newly developed software for
veneer matching.
Net sales increased by approximately 21.5%
to $1,781,978 for the six months ended September 30, 2014 as compared to $1,466,110 for the six months ended September 30, 2013. The
increase in sales is primarily due to increased sales of veneers and the sales results of our River 8 and associated software products.
Cost of Sales
Cost of sales decreased approximately 6%
to $238,874 for the three months ended September 30, 2014 as compared to $254,131 for the three months ended September 30, 2013.
Cost of sales, as a percentage of net sales, has decreased to 27.98 % in the quarter ended September 30, 2014 as compared to 33.14
% in the quarter ended September 30, 2013. The decrease in cost of sales and cost of sales as a percentage of sales is primarily
because of our software related products, being the ‘Smile Me Mirror’ and the ‘Veneer Matching’ Software.
Now that development is finalized, production costs have decreased.
Cost of sales increased approximately 9.9%
to $568,275 for the six months ended September 30, 2014 as compared to $517,151 for the six months ended September 30, 2013. The
increase in cost of sales is because of increased sales.
Gross Profit
Our gross profit increased by $102,211 or
19.9% to $614,938 for the three months ended September 30, 2014 as compared to $512,727 for the three months ended September 30,
2013. Our gross profit as a percentage of sales increased to 72.02% in the three months ended September 30, 2014 as compared to
66.86% for the three months ended September 30, 2013. Our gross profit has increased because of our newly launched software
related products are achieving improved margins.
Our gross profit increased by $264,744 or
27.9%, to $1,213,703 for the six months ended September 30, 2014 as compared to $948,959 for the six months ended September 30,
2013 primarily because of increased sales and increased pricing of our veneers and higher margins on our associated software products
as discussed above.
Operating Expenses
Research and Development. Our
research and development expenses increased by $12,760 to $25,448 for the three months ended September 30, 2014 as compared to
$12,688 for the three months ended September 30, 2013, an increase of 100.6%. The increase in our research and development costs
was primarily because of our final phase in the development of our veneer matching software.
Our research and development costs increased
by $2,884 or 7.9% to $39,169 for the six months ended September 30, 2014 as compared to $36,285 for the six months ended September
30, 2013 primarily because of our software related products
Sales and marketing costs. Our sales
and marketing costs for the three months ended September 30, 2014 and 2013 were $206,612 and $156,622 respectively, representing
an increase of $49,990 or 31.9%. The increase is largely due to the cost of our implant division which is now fully
integrated.
Our sales and marketing costs increased
by $86,937 or 25.1% to $432,940 for the six months ended September 30, 2014 as compared to $346,003 for the six months ended September
30, 2013.
The increase in sales and marketing costs
as compared to the six months ended September 30, 2013 is a result of the integration of our implant division.
General and administrative costs.
Our general and administrative costs for the three months ended September 30, 2014 and 2013 were $312,168 and $310,679 respectively,
representing an increase of $1,489, or 0.5%. Our general and administrative costs for the six months ended September 30, 2014 and
2013 were $617,660 and $555,007 respectively, representing an increase of $62,653 or 11.3%. The increase in general
and administration costs is largely due to the integration of the implant division.
Depreciation and amortization. Our
depreciation and amortization increased $59,772 for the three months ended September 30, 2014 as compared to $59,760 for the three
months ended September 30, 2013. Our depreciation and amortization decreased $1,034 or 0.9%, to $118,269 for the six
months ended September 30, 2014 as compared to $119,303 for the six months ended September 30, 2013. The decrease is
because previous investments in machinery and equipment are now fully amortized.
Other income. Our net
other income was $72,094 for the three months ended September 30, 2014 as compared to $15,868 for the three months ended September
30, 2013, an increase in other income of $56,226. The increase in other income was primarily because of increased
equity income from our investments and decreased interest expense.
Our net other income was $149,416 for the
six months ended September 30, 2014 as compared to $149,344 for the six months ended September 30, 2013, an increase in other
income of $72.
Internal and External Sources of Liquidity
As of September 30,
2014, we had current assets of $3,015,042 compared to $3,440,693 at March 31, 2014. This decrease of $425,641 was primarily due
to a decrease in cash of $654,088, a decrease in inventories of $59,785, offset by an increase in accounts receivable of $192,736,
and an increase in prepaid expenses of $95,486. Current liabilities at September 30, 2014 were $3,410,608 as compared to $3,849,624
at March 31, 2014. The decrease in current liabilities of $439,016 was primarily as a result of decreases in our accrued liabilities,
line of credit, current portion of long-term debt, deferred revenue, and amounts due to related parties in the amounts of $183,909,
$231,442, $93,577, $23,686 and $102,922 respectively, offset by an increase in accounts payable of $196,520.
As of September 30,
2014, we had cash of $121,198. We anticipate that we will need to raise additional funds to satisfy our working capital requirements
and implement our business strategy to expand our direct to consumer business model. We intend to continue to look for opportunities
to expand the number of GlamSmile Studios in Europe. We will continue to review our expected cash requirements,
make all efforts to collect any aged receivables, and take appropriate cost reduction measures to ensure that we have sufficient
working capital to fund our operations. In the event additional needs for cash arise, we may seek to raise additional funds
from a combination of sources including issuance of debt or equity securities. Additional financing may not be available on terms
favorable to us, or at all. Any additional financing activity could be dilutive to our current stockholders. If adequate funds
are not available or are not available on acceptable terms, our ability to take advantage of unanticipated opportunities or
respond to competitive pressures could be limited.
Cash and Cash equivalents
Our balance sheet at September 30, 2014
reflects cash of $121,198 as compared to $775,286 as of March 31, 2014, a decrease of $654,088.
Operations
Net cash (used by) operations was $($272,839)
for the six months ended September 30, 2014 as compared to net cash provided by operations of $196,746 for the six months ended
September 30, 2013. The increase of $469,585 in net cash used by operations for the six months ended September 30, 2014 as compared
to the six months ended September 30, 2013 is primarily because increased income of $101,130, decreased investment losses of $72,394
and decreases in inventories, increases in accounts payable, and decreased accrued liabilities of $52,653, $127,348 and $137,003
respectively and all of which provided cash), were offset by an increase in inventory reserve of $45,718, increased accounts receivable
of $379,629, increased prepaid expenses of $432,129 and decreased amounts due to related parties of $102,922, all of which used
cash.
Investing activities
Net cash used in investing activities totaled
$46,225 for the six months ended September 30, 2014 as compared to net cash provided by investing activities of $76,089 for the
six months ended September 30, 2013. Cash used in the six months ended September 30, 2014 and 2013 was primarily for investing
in equipment.
Financing activities
Net cash (used)/provided by financing activities
totaled $(325,019) for the six months ended September 30, 2014, as compared to $(207,748) for the three months ended September
30, 2013. The increase in the net cash provided by financing activities in the six month period ended September 30,
2013 of $117,271 was primarily as a result of our decrease in our line of credit.
During the six months ended September 30,
2014 and September 30, 2013, we recognized an increase/ (decrease) in cash and cash equivalents of $(10,005) and $46,513, respectively,
from the effect of exchange rates between the Euro and the US Dollar.
Off-Balance Sheet Arrangements
At September 30, 2014, we did not have any
transactions, obligations or relationships that could be considered off-balance sheet arrangements.
Item 3. Quantitative and
Qualitative Disclosures About Market Risk
Not Applicable.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
We
maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our reports filed under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, and reported
within the required time periods and that such information is accumulated and communicated to our management, including our Chief
Executive Officer and our Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In
designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter
how well designed and operated, can only provide reasonable assurance of achieving the desired control objective, and management
is required to exercise its judgment in evaluating the cost-benefit relationship of possible controls and procedures..
Management
conducted an evaluation, under the supervision and with the participation of the Chief Executive Officer and the Chief Financial
Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2014. Based
on this evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that our disclosure controls and
procedures were effective as of September 30, 2014.
Changes in Internal Control Over Financial Reporting
There have been no material changes in our internal
controls over financial reporting identified in connection with the evaluation of disclosure controls and procedures discussed
above that occurred during the quarter ended September 30, 2014 or subsequent to that date that have materially affected, or are
reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
To the best knowledge of management, there are no
material legal proceedings pending against the Company.
Item 1A. Risk Factors
Not Applicable.
Item 2. Unregistered Sales
of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior
Securities
None.
Item 4. [Removed and Reserved]
Item 5. Other Information
None.
Item 6. Exhibits
EXHIBIT INDEX
| Exhibit No |
|
Description |
| |
|
|
| 31.1* |
|
Certifications of the Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act |
| |
|
|
| 31.2* |
|
Certifications of the Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act |
| |
|
|
| 32.1* |
|
Certifications of the Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act |
| |
|
|
| 32.2* |
|
Certifications of the Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act |
| |
|
|
| 101.INS* |
|
XBRL Instance Document |
| |
|
|
| 101.SCH* |
|
XBRL Taxonomy Extension Schema |
| |
|
|
| 101.CAL* |
|
XBRL Taxonomy Extension Calculation Linkbase |
| |
|
|
| 101.DEF* |
|
XBRL Taxonomy Extension Definition Linkbase |
| |
|
|
| 101.LAB* |
|
XBRL Taxonomy Extension Label Linkbase |
| |
|
|
| 101.PRE* |
|
XBRL Taxonomy Extension Presentation Linkbase |
__________________
* Filed herewith
SIGNATURES
Pursuant to the requirements
of Section 13 or 15(d) 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.
| |
REMEDENT, INC. |
| | |
|
| Date: November 19,
2014 | |
By: | |
/s/
Guy De Vreese |
| | |
| |
Name: | |
Guy De Vreese |
| | |
| |
Title: | |
Chief Executive Officer |
| | |
| |
| |
(Principal
Executive Officer) |
| | |
| |
| |
|
| Date: November 19,
2014 | |
By: | |
/s/
Philippe Van Acker |
| | |
| |
Name: | |
Philippe Van Acker |
| |
| |
Title: | |
Chief Financial Officer |
| | |
| |
| |
(Principal Financial
and Accounting Officer) |
EXHIBIT 31.1
OFFICER’S CERTIFICATE
PURSUANT TO SECTION 302
I, Guy De Vreese, certify that:
| |
1. |
I have reviewed this Quarterly Report on Form 10-Q of Remedent, Inc. |
| |
|
|
| |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| |
|
|
| |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; |
| |
|
|
| |
4. |
The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: |
| |
|
|
| |
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| |
|
|
| |
b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| |
|
|
| |
c. |
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and |
| |
|
|
| |
d. |
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and |
| |
|
|
| |
5. |
The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): |
| |
|
|
| |
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and |
| |
|
|
| |
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. |
| |
|
|
|
|
| Date: November 19,
2014 | |
By: | |
/s/
Guy De Vreese |
| | |
| |
Name: | |
Guy De Vreese |
| | |
| |
Title: | |
Chief Executive Officer |
| | |
| |
| |
(Principal
Executive Officer) |
EXHIBIT 31.2
OFFICER’S CERTIFICATE
PURSUANT TO SECTION 302
I, Philippe Van Acker , certify that:
| |
1. |
I have reviewed this Quarterly Report on Form 10-Q of Remedent, Inc. |
| |
|
|
| |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| |
|
|
| |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; |
| |
|
|
| |
4. |
The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: |
| |
|
|
| |
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| |
|
|
| |
b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| |
|
|
| |
c. |
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and |
| |
|
|
| |
d. |
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and |
| |
|
|
| |
5. |
The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): |
| |
|
|
| |
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and |
| |
|
|
| |
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. |
| |
|
|
|
|
| Date: November 19,
2014 | |
By: | |
/s/
Philippe Van Acker |
| | |
| |
Name: | |
Philippe Van Acker |
| |
| |
Title: | |
Chief Financial Officer |
| | |
| |
| |
(Principal Financial
and Accounting Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT
OF 2002
In connection with the Quarterly Report
of Remedent, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2013 as filed with the Securities
and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the date indicated
below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that to his knowledge:
1. The
Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The
information contained in the Report fairly presents, in all material respects, the financial condition and results of operation
of the Company.
| Date: November 19,
2014 | |
By: | |
/s/
Guy De Vreese |
| | |
| |
Name: | |
Guy De Vreese |
| | |
| |
Title: | |
Chief Executive Officer |
| | |
| |
| |
(Principal
Executive Officer) |
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT
OF 2002
In connection with the Quarterly Report
of Remedent, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2013 as filed with the Securities
and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the date indicated
below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that to his knowledge:
1. The
Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The
information contained in the Report fairly presents, in all material respects, the financial condition and results of operation
of the Company.
| Date: November 19,
2014 | |
By: | |
/s/
Philippe Van Acker |
| | |
| |
Name: | |
Philippe Van Acker |
| |
| |
Title: | |
Chief Financial Officer |
| | |
| |
| |
(Principal Financial
and Accounting Officer) |
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