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 December 31, 2011

 

¨ 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 February 8, 2012, 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

  

		Page Number
PART I – FINANCIAL INFORMATION
Item 1.  Financial Statements
Condensed Consolidated Balance Sheets as of December 31, 2011 (Unaudited) and March 31, 2011		1
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended December 31, 2011 and December 31, 2010 (Unaudited)		2
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended December 31, 2011 and December 31, 2010 (Unaudited)		3
Condensed Consolidated Statements of Cash Flows for the Nine  Months Ended December 31, 2011 and December 31, 2010 (Unaudited)		4
Notes to Consolidated Financial Statements (Unaudited)		5
Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations		24
Item 3.    Quantitative and Qualitative Disclosures About Market Risk		28
Item 4.   Controls and Procedures		28
PART II – OTHER INFORMATION
Item 1.     Legal Proceedings		28
Item 1A.  Risk Factors		28
Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds		28
Item 3.     Defaults Upon Senior Securities		28
Item 4.      [Removed and Reserved.]		28
Item 5.     Other Information		28
Item 6.     Exhibits		29
Signature Page		30

 

PART I – FINANCIAL INFORMATION

 

Item 1.

 

REMEDENT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

		December 31, 2011				March 31, 2011
		(unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	1,340,274			$	1,662,520
Accounts receivable, net of allowance for doubtful accounts of $10,152 at December 31, 2011 and $28,975 at March 31, 2011			1,090,581				2,764,651
Inventories, net			1,087,880				2,164,046
Prepaid expenses			914,585				762,953
Total current assets			4,433,320				7,354,170
PROPERTY AND EQUIPMENT, NET			879,770				1,401,735
INVESTMENT IN SYLPHAR			1,129,727				—
Patents, net			—				166,746
Goodwill (Note 3)			699,635				699,635
Total assets		$	7,142,452			$	9,622,286
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion, long term debt		$	39,596			$	184,679
Line of credit			1,608,711				2,160,674
Short term loan			500,000				400,000
Accounts payable			991,319				1,744,253
Accrued liabilities			655,575				1,256,148
Deferred revenue (Note 20)			541,444				475,250
Due to related parties			79,789				95,354
Total current liabilities			4,416,434				6,316,358
Long term debt less current portion			1,303,695				273,557
Total liabilities			5,720,129				6,589,915
EQUITY:
REMEDENT, INC. STOCKHOLDERS’ 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 December 31, 2011 and March 31, 2011)			19,996				19,996
Treasury stock, at cost; 723,000 shares at December 31, 2011 and March 31, 2011			(831,450	)			(831,450	)
Additional paid-in capital			24,894,958				24,855,883
Accumulated deficit			(22,136,316	)			(21,113,118	)
Accumulated other comprehensive (loss) (foreign currency translation adjustment)			(1,716,889	)			(834,949	)
Obligation to issue shares			97,500				97,500
Total Remedent, Inc. stockholders’ equity			327,799				2,193,862
Non-controlling interest			1,094,524				838,509
Total stockholders’ equity			1,422,323				3,032,371
Total liabilities and equity		$	7,142,452			$	9,622,286

 

COMMITMENTS (Note 18)

 

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

 

REMEDENT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

 

		For the three months ended December 31,								For the nine months ended December 31,
		2011				2010				2011				2010
Net sales		$	2,102,338			$	3,248,396			$	8,413,610			$	9,786,708
Cost of sales			329,015				911,197				1,942,528				2,619,476
Gross profit			1,773,323				2,337,199				6,471,082				7,167,232
Operating Expenses
Research and development			47,513				141,687				280,895				319,226
Sales and marketing			711,570				629,654				2,125,188				1,536,644
General and administrative			1,120,535				1,176,078				3,713,496				3,584,387
Depreciation and amortization			114,280				178,288				483,105				562,515
TOTAL OPERATING EXPENSES			1,993,898				2,125,707				6,602,684				6,002,772
INCOME (LOSS) FROM OPERATIONS			(220,575	)			211,492				(131,602	)			1,164,460
OTHER INCOME (EXPENSES)
Investment income			303,925				—				303,925				—
Interest expense			(117,512	)			(52,768	)			(345,600	)			(142,105	)
Interest income			133,410				11,218				232,188				123,605
TOTAL OTHER INCOME (EXPENSES)			319,823				(41,550	)			190,513				(19,040	)
NET INCOME (LOSS) BEFORE INCOME TAXES AND  NON-CONTROLLING INTEREST			99,248				169,942				58,911				1,145,420
PROVISION FOR INCOME TAXES			(105,804	)			(91,393	)			(314,809	)			(140,568	)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE NON-CONTROLLING INTEREST, NET OF TAX			(6,556	)			78,549				(255,898	)			1,004,852
LESS: NET INCOME (LOSS) ATTRIBUTABLE TO NON-CONTROLLING INTEREST			257,656				61,808				767,303				474,696
NET INCOME (LOSS) ATTRIBUTABLE TO REMEDENT, INC. Common Stockholders		$	(264,212	)		$	16,741			$	(1,023,201	)		$	530,156
(LOSS) INCOME PER SHARE
Basic		$	(0.01	)		$	0.00			$	(0.05	)		$	0.03
Fully diluted		$	(0.01	)		$	0.00			$	(0.05	)		$	0.02
WEIGHTED AVERAGE SHARES OUTSTANDING
Basic			19,995,969				19,995,969				19,995,969				19,995,969
Fully diluted			19,995,969				30,108,762				19,995,969				33,989,738

 

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

 

REMEDENT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

 

		For the three months ended December 31,								For the nine months ended December 31,
		2011				2010				2011				2010
Net (Loss) Income Attributable to Remedent Common Stockholders		$	(264,212	)		$	16,741			$	(1,023,201	)		$	530,156
OTHER COMPREHENSIVE INCOME (LOSS):
Foreign currency translation adjustment			(722,831	)			(59,479	)			(881,940	)			(81,239	)
Total Other Comprehensive income (loss)			(987,043	)			(42,738	)			(1,905,141	)			448,917
LESS: COMPREHENSIVE INCOME ATTRIBUTABLE TO NON-CONTROLLING INTEREST			—				(21,759	)			—				(24,902	)
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO REMEDENT Common Stockholders		$	(987,043	)		$	(64,497	)		$	(1,905,141	)		$	424,015

 

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

 

REMEDENT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

 

		For the nine months ended December 31,
		2011				2010
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income		$	(255,898	)		$	1,004,852
Adjustments to reconcile net income (loss) to net cash used by operating activities
Depreciation and amortization			483,105				562,515
Inventory reserve			(17,523	)			(60,487	)
Allowance for doubtful accounts			(18,823	)			(32,695	)
Value of stock options issued to employees and consultants			39,075				100,657
Investment income			(303,925	)			—
Changes in operating assets and liabilities:
Accounts receivable			821,672				(1,285,166	)
Inventories			231,279				120,596
Prepaid expenses			(269,756	)			(150,936	)
Accounts payable			(134,035	)			(132,374	)
Accrued liabilities			(326,397	)			248,092
Accrued and unpaid interest on debt			100,000				—
Due to related parties			(15,565	)			(173,130	)
Deferred revenue			1,066,194				—
Net cash provided by operating activities			1,399,403				201,924
CASH FLOWS FROM INVESTING ACTIVITIES
Cash divested on deconsolidation of Remedent OTC BV			(2,372,445	)			—
Purchases of patent rights			(101,759	)			(51,233	)
Purchases of equipment			(106,922	)			(284,451	)
Net cash used by investing activities			(2,581,126	)			(335,684	)
CASH FLOWS FROM FINANCING ACTIVITIES
Loan payable			1,000,000				—
Net (repayments of) capital lease note payable			(149,512	)			(128,516	)
Proceeds from line of credit			115,387				1,462,360
Net cash provided by financing activities			965,875				1,333,844
NET DECREASE IN CASH			(215,848	)			1,200,084
Effect of exchange rate changes on cash and cash equivalents			(106,398	)			(76,240	)
CASH AND CASH EQUIVALENTS, BEGINNING			1,662,520				613,466
CASH AND CASH EQUIVALENTS, ENDING		$	1,340,274			$	1,737,310
Supplemental Information:
Interest paid		$	127,852			$	82,216
Income taxes paid		$	—			$	91,393

 

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

 

REMEDENT, INC. AND SUBSIDIARIES

NOTES TO CONDENSED 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 and retail “Over-The-Counter” tooth whitening products which are distributed in Europe, Asia and the United States. The Company manufactures many of its products in its facility in Deurle, Belgium as well as outsourced manufacturing in its facility in Beijing, China.   The Company distributes its products using both its own internal sales force and through the use of third party distributors.

 

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 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 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 December 31, 2011.

 

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

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), its 50.98% owned subsidiary, Glamsmile (Asia) Limited, a company organized and existing under the laws of Hong Kong, Beijing Glamsmile Technology Development Ltd., Beijing Glamsmile Trading Co., Ltd., Beijing Glamsmile Dental Clinic Co., Ltd., and Shanghai Glamsmile Dental Clinic Co., Ltd., Remedent N.V.’s  wholly owned subsidiary, GlamSmile Rome SRL., an Italian private company located in Rome, Remedent N.V.’s 51% owned subsidiary, GlamSmile Deutschland GmbH, a German private company located in Munich.

 

Remedent N.V.’s 50% owned subsidiary, Remedent OTC B.V. (a Dutch Holding company) which owns a 75% interest in Sylphar Holding B.V. (a Dutch holding company) through which ownership Remedent N.V. ultimately has a 37.5% ownership interest in   Sylphar N.V., a 100% owned company by Sylphar Holding BV, Sylphar USA, a 100% owned Nevada corporation by Sylphar Holding BV. and Sylphar Asia Pte Ltd. , formerly Remedent Asia Pte  Ltd. a 100% owned Singapore  company owned by Sylphar Holding BV, is accounted for using the equity method after September 30, 2011(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. The rebranded Sylphar Asia Pte. Ltd. (formerly Remedent Asia Pte. Ltd.), commenced operations as of July 2005.

 

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 three and nine months ended December 31, 2011, are not necessarily indicative of the results that may be expected for the year ended March 31, 2012. Accordingly, your attention is directed to footnote disclosures found in the Annual Report on Form 10-K for the year ending March 31, 2011, and particularly to Note 2, which includes a summary of significant accounting policies.

 

Pervasiveness of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, the Company evaluates estimates and judgments, including those related to revenue, bad debts, inventories, property and equipment, intangible assets, stock based compensation, income taxes, and contingencies. Estimates are based on historical experience and on various other assumptions that the Company believes reasonable in the circumstances. The results form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.

 

Revenue Recognition

 

The Company recognizes revenue from product sales when persuasive evidence of a sale exists: that is, a product is shipped under an agreement with a customer; risk of loss and title has passed to the customer; the fee is fixed or determinable; and collection of the resulting receivable is reasonably assured. Sales allowances are estimated based upon historical experience of sales returns.

 

Revenues from product sales are recognized when the product is shipped and title and risk of loss has passed to the customer, typically upon delivery and when the quantity and price is fixed and determinable, and when collectability is reasonable assured.

 

Upfront fees are recognized upon the date of the agreement (i.e. point of sale) because they relate solely to the sale of territories (that are sold in perpetuity), are non-refundable, and are not contingent upon additional deliverables.

 

We have evaluated all deliverables in our contracts (per ASC 605-25-5) ((a) territory & (b) manufacturing/marketing training & development fees) and determined that they are separate, as follows:

 

·

Both (a) & (b) have value to our customers on a standalone basis and can be sold by our customers separately.

·

Delivery or performance of the undelivered item or items is considered probable and substantially in our control.

 

Our development fees/milestone payments are recognized in accordance with the Milestone Method pursuant to FASB ASC 605.  Revenues from milestones related to an arrangement under which we have continuing performance obligations i.e. specifically scheduled training and development activities, if deemed substantive, are recognized as revenue upon achievement of the milestone. Milestones are considered substantive if all of the following conditions are met: (a) the milestone is non-refundable; (b) achievement of the milestone was not reasonably assured at the inception of the arrangement; (c) substantive effort is involved to achieve the milestone; and (d) the amount of the milestone appears reasonable in relation to the effort expended. If any of these conditions is not met, the milestone payment is deferred and recognized as revenue as we complete our performance obligations.

 

We receive royalty revenues under license agreements with third parties that sell products based on technology developed by us or to which we have rights. The license agreements provide for the payment of royalties to us based on sales of the licensed product. We record these revenues as earned monthly, based on reports from our licensees.

 

Goodwill

 

Goodwill is not amortized, but is tested for impairment on an annual basis or whenever events or circumstances indicate that the carrying amount may not be recoverable. These impairment tests are based upon a comparison of the fair value of the reporting units to their respective carrying amount. If the carrying amount of the reporting unit exceeds its fair value, the goodwill impairment loss is measured as the excess of the carrying amount of goodwill over its implied fair value. To December 31, 2011, management has not identified any impairment of goodwill.

 

Fair Value of Financial Instruments

 

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, line of credit, short term and long-term debt. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their respective fair values because of the short maturities of those instruments. The Company’s long-term debt consists of its revolving credit facility,  long-term capital lease obligations and long term loans. The carrying value of the revolving credit facility approximates fair value because of its variable short-term interest rates.  The fair value of the Company’s long-term capital lease obligations and the long term loans are based on current rates for similar financing.   

 

Accounts Receivable and Allowance for Doubtful Accounts

 

The Company sells professional dental equipment to various companies, primarily to distributors located in Western Europe and the United States of America, and China. The terms of sales vary by customer, however, generally are 2% 10 days, net 30 days. Accounts receivable is reported at net realizable value and net of allowance for doubtful accounts. The Company uses the allowance method to account for uncollectible accounts receivable. The Company’s estimate is based on historical collection experience and a review of the current status of trade accounts receivable.

 

Inventories

 

The Company purchases certain of its products in components that require assembly prior to shipment to customers. All other products are purchased as finished goods ready to ship to customers.

 

The Company writes down inventories for estimated obsolescence to estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected, then additional inventory write-downs may be required. Inventory reserves for obsolescence totaled $112,844 at December 31, 2011 and $130,407 at March 31, 2011.

 

Prepaid Expense

 

The Company’s prepaid expense consists of prepayments to suppliers for inventory purchases and to the Belgium customs department, to obtain an exemption of direct VAT payments for imported goods out of the European Union (“EU”). This prepayment serves as a guarantee to obtain the facility to pay VAT at the moment of sale and not at the moment of importing goods at the border. Prepaid expenses also include VAT payments made for goods and services in excess of VAT payments received from the sale of products as well as amounts for other prepaid operating expenses.

 

Warranties

 

The Company typically warrants its products against defects in material and workmanship for a period of 18 months from shipment.

 

A tabular reconciliation of the Company’s aggregate product warranty liability for the reporting periods is as follows:

 

		Nine months ended December 31, 2011				Year ended March 31, 2011
Product warranty liability:
Opening balance		$	21,260			$	20,238
Reductions for payments made
Accruals for product warranties issued in the period			(1,721	)			(11,620	)
Adjustments to liabilities for pre-existing warranties			—				12,642
Ending liability		$	19,539			$	21,260

 

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 $19,539 and $21,260 as of December 31, 2011 and March 31, 2011, 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.

 

As of December 31, 2011 and March 31, 2011, the Company had 19,995,969, shares of common stock issued and outstanding and 7,794,627 warrants outstanding.  As of December 31, 2011 and March 31, 2011, the Company had 2,100,000 and 2,157,500 options outstanding respectively.  As of December 31, 2011, and for the three and nine month periods then ended, all outstanding warrants and options were excluded from the computation of earnings per share because their effect would have been anti-dilutive.  Pursuant to ASC 206-10-50-1(c), the fully diluted share calculation for the period ended December 31, 2011 excluded all but 1,165,000 options since all other warrants and options were priced at more than the Company’s share trading price for the nine month period ended December 31, 2011.

 

Comprehensive Income (Loss)

 

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 (losses) of $(881,940) and $(81,239) for the nine months ended December 31, 2011 and 2010, respectively. These amounts have been recorded as a separate component of stockholders’ equity (deficit).

 

New Accounting Pronouncements

 

Recently Adopted

 

In December 2011, the FASB issued ASU 2011-11, “Balance Sheet (Topic 210) – Disclosures about offsetting assets and liabilities”. ASU 2011-11 requires entities to disclose both gross and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. This scope would include derivatives, sale and repurchase agreements and reverse sale and repurchase agreements, and securities borrowing and securities lending arrangements. This standard is applicable for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Retrospective disclosures will be required for all periods presented. The adoption of ASU 2011-11 is not expected to have an impact upon the Company’s consolidated financial statements.

 

In October 2009, the FASB issued ASU 2009-13, “Multiple-Deliverable Revenue Arrangements, (amendments to ASC Topic 605, Revenue Recognition)” (“ASU 2009-13”). ASU 2009-13 requires entities to allocate revenue in an arrangement using estimated selling prices of the delivered goods and services based on a selling price hierarchy. The amendments eliminate the residual method of revenue allocation and require revenue to be allocated using the relative selling price method. The standard also expands the disclosure requirements for multiple deliverable revenue arrangements. ASU 2009-13 should be applied on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, which corresponds to the Company’s fiscal year beginning April 1, 2011.  The adoption of ASU 2009-13 has had no impact upon the Company’s consolidated financial statements.

 

In October 2009, the FASB issued ASU 2009-14, Certain Revenue Arrangements that Include Software Elements – a consensus of the FASB Emerging Issues Task Force , which changes the accounting model for revenue arrangements that include both tangible products and software elements. This new guidance removes from the scope of the software revenue recognition guidance in ASC 985-605, Software Revenue Recognition, those tangible products containing software components and non-software components that function together to deliver the tangible product’s essential functionality. In addition, this guidance requires that hardware components of a tangible product containing software components always be excluded from the software revenue recognition guidance as well as provides further guidance on determining which software, if any, relating to the tangible product also would be excluded from the scope of software revenue recognition guidance. The guidance further identifies specific factors in determining whether the tangible product contains software that works together with the non-software components of the tangible product to deliver the tangible product’s essential functions. Guidance is also provided on how a vendor should allocate arrangement consideration to deliverables in an arrangement containing both tangible products and software. The disclosures mandated in ASU 2009-13 are also required by this new guidance. ASU 2009-14 is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, which corresponds to the Company’s fiscal year beginning April 1, 2011. The adoption of ASU 2010-14 has had no impact upon the Company’s consolidated financial statements.

 

In April 2010, the FASB issued ASU 2010-17 ,” Revenue Recognition – Milestone Method”. The amendments in this Update provide guidance on the criteria that should be met for determining whether the milestone method of revenue recognition is appropriate. A vendor can recognize consideration that is contingent upon achievement of a milestone in its entirety as revenue in the period in which the milestone is achieved only if the milestone meets all criteria to be considered substantive. ASU 2010-17 should be applied on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, which corresponds to the Company’s fiscal year beginning April 1, 2011.   The adoption of ASU 2010-17 has had no impact upon the Company’s consolidated financial statements.

 

In December 2010, the FASB issued ASU 2010-28 and updated the accounting guidance relating to the annual goodwill impairment test. The updated guidance requires companies to perform the second step of the impairment test to measure the amount of impairment loss, if any, when it is more likely than not that goodwill impairment exists when the carrying amount of a reporting unit is zero or negative. In considering whether it is more likely than not that goodwill impairment exists, an entity shall evaluate whether there are adverse qualitative factors. The updated guidance is effective for the Company beginning in the first quarter of fiscal year 2012. The adoption of ASU 2010-28 has had no impact upon the Company’s consolidated financial statements.

 

Not yet adopted

 

In May 2011, the FASB issued ASU 2011-04 and updated the accounting guidance related to fair value measurements. The updated guidance results in a consistent definition of fair value and common requirements for measurement of and disclosure about fair value between U.S. GAAP and International Financial Reporting Standards (IFRS). The updated guidance is effective for the Company beginning in the fourth quarter of fiscal year 2012. The Company does not expect ASU 2011-04 to have a material effect on the Company’s results of operations, financial condition, and cash flows.

 

In June 2011, the FASB issued ASU 2011-05 and updated the disclosure requirements for comprehensive income. The updated guidance requires companies to disclose the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The updated guidance does not affect how earnings per share is calculated or presented. The updated guidance is effective for the Company beginning in the fourth quarter of fiscal year 2012. The adoption of ASU 2011-05 is not expected to have a material effect on the Company’s consolidated financial statements because the Company is already disclosing its comprehensive income as a single continuous statement. In December 2011 the FASB issued ASU 2011-12, “Comprehensive Income (Topic 220)” – to defer the adoption date of ASU 2011-05 to fiscal years beginning after December 15, 2011.

 

In September 2011, the FASB issued ASU 2011-08, Testing Goodwill for Impairment (“ASU 2011-08”), which amends the guidance in ASC 350-20, Intangibles – Goodwill and Other – Goodwill.  Under ASU 2011-08, entities have the option of performing a qualitative assessment before calculating the fair value of the reporting unit when testing goodwill for impairment.  If the fair value of the reporting unit is determined, based on qualitative factors, to be more likely than not less than the carrying amount of the reporting unit, then entities are required to perform the two-step goodwill impairment test.  ASU 2011-08 will be effective for the Company’s fiscal year beginning April 1, 2012, with early adoption permitted.  The adoption of ASU 2011-08 is not expected to have a material effect on the Company’s consolidated financial statements.

 

3.

LONG-TERM INVESTMENTS

 

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 quarterly consolidated Financial Statements but accounted for through the equity method. After September 30, 2011, the Company still owned 50% of Remedent OTC BV. For the three months ended December 31, 2011, the Company recorded equity income of $303,925 in “Other income ” for its portion of the net income recorded by Remedent OTC BV.

 

The effect of this change on the condensed consolidated statements of operations for the three months and nine months ended December 31, 2011 and 2010, are discussed in the MD&A section of this Form 10 Q.   

 

The following tables represent the summary financial information of Remedent OTC BV as derived from its financial statements and prepared under GAAP:

 

		Nine month period ended				Nine month period ended
Operating data:		December 31, 2011				December 31, 2010
		(Unaudited)
Revenues		$	2,465,876			$	3,879,682
Gross profit			1,620,363				2,341,232
Income (loss) from operations			95,257				243,366
Net income		$	105,982			$	256,423

 

ACQUISITION OF GLAMSMILE (ASIA) LIMITED

 

Effective January 1, 2010 the Company acquired 50.98% of the issued and outstanding shares of Glamsmile Asia Ltd. (“Glamsmile Asia”), 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 of March 31, 2010) As of December 31, 2011 the shares remain unissued.  The parties have agreed that the shares will be issued during fiscal year ended March 31, 2012.

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 which was paid to the founding shareholder on June 27, 2011.

 

All options reside under the Company’s option plan and are five year options.

 

The Company acquired a 50.98% interest in 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.

 

In connection with this acquisition the Company has recorded goodwill of $699,635.

 

(a)

Details of the acquisition date fair value transferred, and allocation thereof are as follows:

 

		$
Common shares (250,000 at $0.39/share) (rate at December 31, 2009)			97,500
325,000 Euro (at 1.436077)			466,725
200,000 stock options (*)			62,108
Total consideration			626,333
Cash			167,288
Accounts receivable			27,836
Inventory			23,347
Equipment, net			76,647
Accounts payable			145,996
Accruals			25,446
Other payables			196,978
Net liability (sub-consolidated financial statements of GlamSmile Asia Ltd including the Mainland China Subsidiaries)			73,302
Goodwill			699,635

 

 * The value of the stock options was determined by using the Black-Scholes valuation model with a stock price of $0.39/share, an option price of $0.39/share, an expected life of 5 years, a volatility of 112%, a risk free rate of 1.30%, and a dividend rate of zero.

 

(b)     The acquisition date fair value of the total consideration transferred was allocated amongst assets, liabilities and noncontrolling interest based upon their fair value at the time of acquisition.  We evaluated all current assets for collectability and because they were current and there was no history of collection problems, determined that their carrying value was equal to their fair value.  We also evaluated all current liabilities and because there was no evidence of over or under accruals, we also determined that the carrying value of the Company’s current liabilities was equal to fair value.  Lastly, we evaluated the fair value of Glamsmile’s equipment and because it was all recently acquired, i.e. within the past year, because there was no evidence of impairment, or non-functionality, and because the recorded value of the equipment was approximately equal to its replacement cost, we also determined that the carrying value of the equipment was equal to its fair value.

 

4.

SHORT TERM LOAN

 

On March 25, 2011, the Company entered into a Loan Agreement (the “Loan Agreement”) with an unrelated private individual pursuant to which the Company borrowed $400,000 in exchange for a secured  promissory note (“Promissory Note”)  for a total repayment amount of $500,000 (“Repayment Amount”) (subsequently paid on January 9, 2012).  The Repayment Amount is due on or by December 31, 2011 (the “Maturity Date”) and represents the total and only indebtedness due and in connection with the Promissory Note, inclusive of interest. At December 31, 2011 an amount of $100,000 was added as accrued interest for the period.   As set forth in the Security Agreement entered into  by the Company concurrently with the execution of the Loan Agreement (“Security Agreement”), the Repayment Amount is secured by the Company’s  right, title or interest in the payment in the aggregate amount of $500,000, due to the  Company by Den-Mat Holdings, LLC (“Den-Mat”) on  December 31, 2011 pursuant to  Section 2.3(f) of that certain Amendment No. 1 to First Fit Crown Distribution and License Agreement made as of February 16, 2010, by and among Company,  Remedent N.V., a Belgian corporation  and Den-Mat.

 

5.

DISTRIBUTION AGREEMENTS

 

Den-Mat Distribution Agreement

 

On August 24, 2008, the Company entered into a distribution agreement (the “Distribution Agreement”) with Den-Mat Holdings, LLC, a Delaware limited liability company (“Den-Mat”).   Pursuant to the Distribution Agreement, the Company appointed Den-Mat to be the sole and exclusive distributor to market, license and sell certain products relating to the Company’s GlamSmile tray technology, including, but not limited to, its GlamSmile veneer products and other related veneer products (the “Products”), throughout the world, with the exception of Australia, Austria, Belgium, Brazil, France (including all French overseas territories “Dom-Tom”), Germany, Italy, New Zealand, Oman, Poland, Qatar, Saudi Arabia, Singapore, Switzerland, Thailand, and United Arab Emirates (collectively the “Excluded Markets”) and the China Market (the “Territory”).

 

As consideration for such distribution, licensing and manufacturing rights, Den-Mat agreed to pay the Company:

 

(i)

an initial payment of $2,425,000 (received);

(ii)

a payment of $250,000 for each of the first three contract periods in the initial Guaranty Period, subject to certain terms and conditions;

(iii)

certain periodic payments as additional paid-up royalties in the aggregate amount of $500,000 (received);

(iv)

a payment of $1,000,000 promptly after Den-Mat manufactures a limited quantity of products at a facility owned or leased by Den-Mat;

(v)

A payment of $1,000,000 promptly upon completion of certain training of Den-Mat’s personnel;

(vi)

a payment of $1,000,000 upon the first to occur of (a) February 1, 2009 or (b) the date thirty (30) days after den-Mat sells GlamSmile Products incorporating twenty thousand (20,000) Units/Teeth to customers regardless of whether Den-Mat has manufactured such Units/Teeth in a Den-Mat facility or has purchased such Units/Teeth from the Company;

(vii)

certain milestone payments; and

(viii)

certain royalty payments.

 

The Company has received $662,274 in royalty payments and $4,000,000 in milestone payments, subsequent to the initial payment of $2,425,000.

 

Further, as consideration for Den-Mat’s obligations under the Distribution Agreement, the Company agreed to, among other things:

 

(i)

issue to Den-Mat or an entity to be designated by Den-Mat, warrants to purchase up to 3,378,379 shares of the Corporation’s common stock, par value $0.001 per share (the “Warrant Shares”) at an exercise price of $1.48 per share, exercisable for a period of five years (the “Den-Mat Warrant”) (The warrants were  issued in the period ended December 31, 2008 and were valued at $4,323,207 based upon the Black-Scholes option pricing model utilizing a market price on the date of grant of $1.48 per share, an annualized volatility of 131%, a risk free interest rate of 3.07% and an expected life of five years;

 

(ii)

execute and deliver to Den-Mat a registration rights agreement covering the registration of the Warrant Shares (the “Registration Rights Agreement”) which as of March 31, 2011 has not yet been filed (*); and

 

(iii)

cause its Chairman of the Board, Guy De Vreese, to execute and deliver to Den-Mat a non-competition agreement.

 

(*) In 2009, the Company and Den-Mat agreed that the shares underlying the warrants would be registered pursuant to a registration statement upon the earlier occurrence of (a) Den-Mat’s demand for the shares to be registered, or (b) an initiation and filing of a registration statement by other investors or the Company.  As of December 31, 2011, neither event has occurred to trigger a registration statement.  As a result, the Company is not under default under the distribution agreement and there is no impact on the distribution agreement or the accounting for the distribution agreement.

 

On June 3, 2009, the Distribution Agreement was amended and restated (the “Amended Agreement”). The Amended Agreement modifies and clarifies certain terms and provisions which among other things includes:

 

(1) the expansion of the list of Excluded Markets to include Spain, Japan, Portugal, South Korea and South Africa for a period of time;

 

(2) clarification that Den-Mat’s distribution and license rights are non-exclusive to market, sell and distribute the Products directly to consumers through retail locations (“B2C Market”) in the Territory and an undertaking to form a separate subsidiary to and to issue warrants to Den-Mat in the subsidiary in the event that the Company decides to commercially exploit the B2C Market in North America after January 1, 2010;

 

(3) subject to certain exceptions, a commitment from the Company to use Den-Mat as its supplier to purchase all of its, and its licensee’s, GlamSmile products in the B2C Market from Den-Mat, with reciprocal commitment from Den-Mat to sell such products;

 

(4) modification of certain defined terms such as “Guaranty Period,” “Exclusivity Period” and addition of the term “Contract Period”; and

 

(5) the “Guaranty Period” (as defined therein) is no longer a  three year period but has been changed to the first three “Contract Periods”.  The first Contract Period commences on the first day of the Guaranty Period (which the Parties agreed has commenced as of April 1, 2009), and continues for fifteen (15) months or such longer period that would be necessary in order for Den-Mat to purchase a certain minimum number of Units/Teeth as agreed upon in the Amended Agreement (“Minimum Purchase Requirement”) in the event that the Company’s manufacturing capacity falls below a certain threshold.  The second and each subsequent GlamSmile Contract Period begins on the next day following the end of the preceding “Contract Period” and continues for twelve (12) months or such longer period that would be necessary in order for Den-Mat to meet its Minimum Purchase Requirement in the event that the Company’s manufacturing capacity falls below a certain threshold.  

 

In August 2009, the Distribution Agreement was further amended (the “August Amendment”). The August Amendment expands the Company’s products covered under the Distribution Agreement to include the Company’s new Prego System Technology (“Prego System”), also commonly known as “Glamstrip”. Under the Amendment, the $250,000 payment which was originally due upon the expiration of the first Contract Period (as defined in the Distribution Agreement) is now due on the earlier occurrence of (i) sixty days from August 11, 2009 or (ii) the performance of the Company’s live patient clinical demonstration of the Prego System to be performed at Den-Mat’s reasonable satisfaction (received).

 

The August Amendment also provides for (a) the royalty rate for products manufactured and sold by Den-Mat using the Prego System after the Guaranty Period (as defined in the Distribution Agreement), (b) Den-Mat’s right to elect to manufacture or purchase from a third party manufacturer any or all portion of the minimum purchase requirements under the Distribution Agreement provided however, that if Den-Mat fails to purchase the minimum number of Units/Teeth as required during any month, Den-Mat may cure such default by paying the Company a certain royalty on the difference between the minimum purchase requirement and the amount actual purchased by Den-Mat during such month, with such royalties accruing and being due and payable upon the earlier occurrence of either (1) one hundred twenty days from August 11, 2009 or (2) the successful performance of the Company’s live patient demonstration of the First Fit Technology licensed to Den-Mat pursuant to the First Fit-Crown Distribution and License Agreement, to be performed at Den-Mat’s reasonable satisfaction; and all shortfall payments thereafter being due and payable within 15 days after the end of the month in which shortfall occurred, and (c) Den-Mat’s option to purchase a certain number of Prego Systems in lieu of Trays during each of the first three Contract Periods pursuant to the terms, including price and conditions, set forth in the Amendment so long as such option is exercised during the period commencing on August 11, 2009 and ending on the later of either 91 days or 31 days after the Company demonstrates to Den-Mat that it has the capacity to produce a certain number of Prego System per Contract Period. Furthermore under the Amendment, if Den-Mat fails to purchase the required minimum Trays during any Contract Period, such failure may be cured by payment equal to the difference between the aggregate purchase price that would have been paid had Den-Mat purchased the required minimum and the aggregate purchase price actually paid for such Contract Year within 30 days after the end of such Contract Period. With the exception of the provisions amended by the Amendment, the Distribution Agreement remains in full force and effect.

 

First Fit Distribution Agreement

 

On June 3, 2009, the Company entered into the First Fit-Crown Distribution and License Agreement (the “First Fit Distribution Agreement”) with Den-Mat.  Under the terms of the First Fit Distribution Agreement, the Company appointed Den-Mat to be its sole and exclusive distributor to market, license and sell certain products relating to the Company’s proprietary First Fit technology (the “First Fit Products”), in the United States, Canada and Mexico (the “First Fit Territory”).  In connection therewith, the Company also granted Den-Mat certain non-exclusive rights to manufacture and produce the First Fit Products in the First-Fit Territory; and a sole and exclusive transferable and sub-licensable right and license to use the Company’s intellectual property rights relating to the First Fit Products to perform its obligations as a distributor (provided the Company retains the right to use and license related intellectual property in connection with the manufacture of the First Fit Products for sale outside of the  First Fit Territory).

 

Consummation of the First Fit Distribution Agreement is subject to: completion of Den-Mat’s due diligence; execution and delivery of Non-Competition Agreements; and the delivery of the Development Payment and first installment of the License Payment (the “Development Payment” and License Payment” are defined below).

 

Under the First Fit Distribution Agreement, the Company granted such distribution rights, licensing rights and manufacturing rights, in consideration for the following:  (i) a non-refundable development fee of Four Hundred Thousand Dollars ($400,000) (the “Development Payment”) payable in two installments of $50,000 each, one within seven days after the effective date of the First Fit Distribution Agreement, and another $350,000 payment within twenty one days after the Effective Date ($400,000 received as of June 30, 2009); (ii) a non-refundable license fee of $600,000 payable in three equal installments of $200,000 each, with the first installment payable on the Closing Date, and with the second and third installments payable on the 30th and 60th day, respectively, after the Closing Date (received); (iii) certain royalty payments based on the sales of the First Fit Products by Den-Mat or its sub-licensees; and (iv) certain minimum royalty payments to maintain exclusivity.

 

Den-Mat’s rights as an exclusive distributor and licensee will continue at least through the first Contract Period (defined below) and until the termination of the First Fit Distribution Agreement.  Den-Mat’s exclusivity ends at the end of any Contract Period in which Den-Mat fails to make certain minimum royalty payments.  In the event that such exclusivity is terminated, Den-Mat has the option to either terminate the First Fit Distribution Agreement upon ninety (90) days written notice, or become a non-exclusive distributor and licensee, in which event Den-Mat’s obligation to pay certain agreed upon royalties would continue.  “Contract Period”  means the following periods: (A) the first eighteen months beginning on the first day of the month following the month in which the Closing occurs, provided that if Den-Mat is not fully operational within sixty days after the Closing Date, the first Contract Period will be extended by one day for each day after the sixtieth day until Den-Mat becomes fully operational; (B) the subsequent twelve months; and (C) each subsequent twelve month period thereafter, in each case during which the First Fit Distribution Agreement is in effect.

 

On March 29, 2010, a certain Amendment No. 1 was made to the First Fit Distribution Agreement dated June 3, 2009.  The terms of Amendment No. 1 are as follows:

 

The total purchase price for the First Fit IP consists of installment payments and royalty payments.  The cash component of the purchase price of the First Fit IP is $2,850,000 to be paid in the form of cash in the following installments: (a) $50,000 upon delivery by Remedent to Den-Mat of a working prototype of the First Fit crown (received); (b) $525,000 on or before March 15, 2010 (received); (c) $700,000 on June 30, 2010(received); and (d) $500,000 on December 31, 2010(received), June 30, 2011 (during the three months ended June 30, 2011 the Company agreed to postpone receipt of the $500,000 due from Den-Mat on June 30, 2011 to be received as follows: $250,000 at the end of September, 2011 (received) and $250,000 at the end of October, 2011(received)) and December 31, 2011 (see Note 4).  As of December 31, 2011 the Company’s accounts receivable includes $448,777 due from Den-Mat.

 

6.

CONCENTRATION OF RISK

 

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 December 31, 2011, five customers accounted for 78.4% of the Company’s trade accounts receivables, and one customer accounted for 50.4%.   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 nine months ended December 31, 2011 the Company had five suppliers who accounted for 25.2% of gross purchases. For the nine months ended December 31, 2010 the Company had five suppliers who accounted for 26% of gross purchases.

 

Revenues —  For the nine months ended December 31, 2011 the Company had five customers that accounted for 25.9% of total revenues. For the nine months ended December 31, 2010 the Company had five customers that accounted for 38.8% of total revenues.

 

7.

ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS

 

The Company’s accounts receivable at period end were as follows:

 

		December 31, 2011				March 31, 2011
Accounts receivable, gross		$	1,100,733			$	2,793,626
Less: allowance for doubtful accounts			(10,152	)			(28,975	)
Accounts receivable, net		$	1,090,581			$	2,764,651

 

8.

INVENTORIES

 

Inventories at period end are stated at the lower of cost (first-in, first-out) or net realizable value and consisted of the following:

 

		December 31, 2011				March 31, 2011
Raw materials		$	60,412			$	72,305
Components			274,415				685,553
Finished goods			865,897				1,536,595
			1,200,724				2,294,453
Less: reserve for obsolescence			(112,844	)			(130,407	)
Net inventory		$	1,087,880			$	2,164,046

 

9.

PREPAID EXPENSES

 

Prepaid expenses are summarized as follows:

 

		December 31, 2011				March 31, 2011
Prepaid materials and components		$	494,098			$	469,784
Prepaid Belgium  taxes			—				8,249
VAT payments in excess of VAT receipts			71,536				153,012
Prepaid trade show expenses			20,287				25,973
Prepaid royalties			17,675				—
Prepaid interest			—				—
Prepaid rent			164,043				11,907
Other			146,946				94,028
		$	914,585			$	762,953

 

10.

PROPERTY AND EQUIPMENT

 

Property and equipment are summarized as follows:

 

		December 31, 2011				March 31, 2011
Furniture and Fixtures		$	957,091			$	985,926
Machinery and Equipment			2,159,587				2,894,888
Tooling			—				188,450
			3,116,678				4,069,264
Accumulated depreciation			(2,236,908	)			(2,667,529	)
Property & equipment, net		$	879,770			$	1,401,735

 

11.

LINE OF CREDIT

 

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.   On January 3, 2008, an amendment was made decreasing the mixed-use line of credit to €2,050,000, to be used by Remedent NV and/or Sylphar NV. Each line of credit carries its own interest rates and fees as provided in the Facility and varies from the current prevailing bank rate.

 

The latest amendment to the Facility, dated June 7, 2010, amended and split the line of credit to €1,250,000, to be used by Remedent NV and € 1,000,000 to be used Sylphar NV. Each line of credit carries its own interest rates and fees as provided in the Facility and vary from the current prevailing bank rate of approximately 3.27%, for draws on the credit line, to 9.9% for advances on accounts receivable concerning Remedent N.V. and similar for Sylphar N.V. Remedent N.V and Sylphar NV are currently only utilizing two lines of credit, advances based on account receivables and the straight loan. As of December 31, 2011 and March 31, 2011, Remedent N.V. had in aggregate, $1,608,711 and $2,160,674 in advances outstanding, respectively, under the mixed-use line of credit facilities.

 

12.

LONG TERM DEBT

 

Capital Lease Agreements:

 

On August 18, 2009, the Company entered into a capital lease agreement over a three year period for additional manufacturing equipment totaling €170,756 (US $222,427). 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 $328,129).

 

The leases require monthly payments of principal and interest at between 7.43% and 9.72% and provide for buyouts at the conclusion of the lease terms of between 1% and 4% of the original value of the contract.

 

In most cases, management expects that in the normal course of business, leases will be renewed or replaced by other leases.

 

The net book value as of December 31, 2011 and March 31, 2011 of the equipment subject to the foregoing leases are $313,153 and $458,236 respectively.

 

The following is a schedule by years of future minimum lease payments under capital leases together with the present value of the net minimum lease payments as of December 31, 2011:

 

Year ending March 31:
2012		$	42,493
2013			121,606
2014			82,805
2015 and 2016			83,509
Later years			—
Total minimum lease payments			330,413
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			330,413
Less: Amount representing interest (*)			17,260
Present value of minimum lease payments (**)		$	313,153

 

*  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 and non-current obligations under capital leases of $39,596 and $273,557 respectively.

 

Secured Debt Agreement

 

On June 3, 2011, the Company obtained a loan in the principal amount of $1,000,000 (the “Loan”) from an unrelated private company, 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 Note is June 3, 2014.  Interest of $50,000 per annum is payable in cash on an annual basis.  

 

13.

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 nine month periods ended December 31, 2011 and 2010 respectively, the Company incurred $497,561 and $560,207 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 reflecting arms length consideration payable for similar services or transfers.

 

14.

ACCRUED LIABILITIES

 

Accrued liabilities are summarized as follows:

 

		December 31, 2011				March 31, 2011
Accrued employee benefit taxes and payroll		$	101,286			$	545,815
Accrued travel			9,770				26,468
Advances and deposits			78,669				374,511
Commissions			—				26,553
Accrued audit and tax preparation fees			6,000				21,586
Reserve for warranty costs			19,539				21,260
Reserve for income taxes			209,606				113,588
Accrued interest			3,642				2,704
Accrued consulting fees			131,372				19,935
Other accrued expenses			95,691				103,728
		$	655,575			$	1,256,148

 

15.

EQUITY COMPENSATION PLANS

 

As of December 31, 2011, the Company had three equity compensation plans approved by its stockholders (1) the 2001 Incentive and Non-statutory Stock Option Plan (the “2001 Plan”), (2) the 2004 Incentive and Non-statutory Stock Option Plan (the “2004 Plan”); and (3) the 2007 Equity Incentive Plan (the “2007 Plan”). The Company’s stockholders approved the 2001 Plan reserving 250,000 shares of common stock of the Company pursuant to an Information Statement on Schedule 14C filed with the Commission on August 15, 2001. In addition, 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 December 31, 2011 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, 2011			250,000				1.20				557,500				0.89				1,000,000				1.15				350,000				.97
Options expired			(32,500	)			.13				(25,000	)			1.80				—								—
Options outstanding, December 31, 2011			217,500				1.20				532,500				0.89				1,000,000				1.15				350,000				.97
Options exercisable December 31, 2011			208,433				1.20				532,500				1.65				931,665				1.04				300,000				.70
Exercise price range		$	1.00 to $2.00							$	0.50 - $1.75							$	0.50 - $1.75							$	.39 - 1.75
Weighted average remaining life			1.1 years								5.7  years								6.4 years								4.8 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			1,750,000			$	1.13				300,000
Equity Compensation Plans not approved by security holders			820,000			$	.97				NA
Total			2,570,000			$	1.08				300,000

 

For the nine month period ended December 31, 2011 the Company recognized $39,075 (2010 — $100,657) in compensation expense in the consolidated statement of operations.  

 

16.

COMMON STOCK WARRANTS AND OTHER OPTIONS

 

As of December 31, 2011 and March 31, 2011, the Company had warrants to purchase the Company’s common stock outstanding that were not granted under shareholder approved equity compensation plans as follows:

 

 

		Outstanding Warrants				Weighted Average Exercise Price
Warrants outstanding March 31, 2011 and December 31, 2011			7,794,627				1.50
Warrants exercisable December 31, 2011			7,794,627			$	1.50
Exercise price range		$	1.00 to $1.65
Weighted average remaining life			.97 Years

 

17.

SEGMENT INFORMATION

 

The Company’s only operating segment consists of dental products and oral hygiene products sold by Remedent Inc., Remedent N.V., GlamSmile Deutschland GmbH, GlamSmile Rome SRL and GlamSmile Asia Ltd.

 

		Revenues for the nine month period ended December 31, 2011				Revenues  for the nine month period ended December 31, 2010
		Revenues (a)				Revenues (a)
United States		$	884,114				2,030,788
Europe			4,099,465				5,955,209
China			3,430,031				1,799,987
Singapore			—				724
Total		$	8,413,610				9,786,708

 

		Long-lived Assets As of December 31, 2011				Long-lived Assets As of March 31, 2011
United States		$	699,635			$	700,222
Europe			1,665,578				1,183,795
China			343,919				383,871
Singapore			-				228
Total		$	2,709,132			$	2,268,116

 

 (a) Revenues are attributed to country based on location of customer.

 

18.

COMMITMENTS

 

Real Estate Lease:

 

The Company leases an office facility of 2,045 square feet in Gent, Belgium to support the sales and marketing division of our veneer business, from an unrelated party pursuant to a nine year lease commencing September 1, 2008. Additionally, to support and house our Research and Development Division, as of October 15, 2009, an additional 2,290 square feet are being leased from the same unrelated party from which we lease out sales and marketing division, at a base rent of €5,031 per month for the total location ($6,553 per month at December 31, 2011).

 

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 party pursuant to a six year lease commencing July 1, 2011, at a base rent of €6,500 per month for the total location ($8,467 per month at December 31, 2011).

 

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 December 31, 2011:

 

March 31, 2012		$	108,519
March 31, 2013			449,750
March 31, 2014			399,126
March 31, 2015			343,535
March 31, 2016			248,367
After five years			302,432
Total:		$	1,851,729

 

19.

FINANCIAL INSTRUMENTS

 

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:

   

						December 31, 2011												March 31, 2011
						Carrying				Fair								Carrying				Fair
		Level				value				Value				Level				Value				value
Cash and cash equivalents			1			$	1,340,740			$	1,340,740				1			$	1,662,520			$	1,662,520
Accounts receivable			2			$	1,090,581			$	1,090,581				2			$	2,764,651			$	2,764,651
Long term investments and advances			3			$	1,879,727			$	1,129,727				3			$	750,000			$	—
Line of credit			2			$	1,608,711			$	1,608,711				2			$	2,160,674			$	2,160,674
Short term debt			2			$	500,000			$	500,000				2			$	400,000			$	400,000
Deferred revenue			2			$	541,444			$	541,444				2			$	475,250			$	475,250
Accounts payable			2			$	991,319			$	991,319				2			$	1,744,252			$	1,744,252
Accrued liabilities			2			$	655,575			$	655,575				2			$	1,256,148			$	1,256,148
Due to related parties			2			$	79,789			$	79,789				2			$	95,354			$	95,354
Long term debt			2			$	1,303,695			$	1,303,695				2			$	458,236			$	458,236

 

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 nine months ended December 31, 2011. 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.

 

20.  DEFERRED REVENUE

 

In September 2010, we entered into a license agreement with Excelsior Medical (HK) (“EM” and the “EM License Agreement”). Under the EM License Agreement, we granted EM an exclusive license to certain Asian territories in exchange for $500,000 which was received and recognized during the year ended March 31, 2011.

 

The Company received a further $500,000 from EM as an advance payment for veneers.  The $500,000 advance, less taxes withheld, has been recorded as deferred revenue of $475,250.  Upon delivery of veneers the COGS will be recorded and the revenue recognized. As of December 31, 2011 the veneers have not yet been delivered.

 

During the Quarter ending December 31, 2011, we entered into two additional and new Veneer License agreements with different parties. Under the different license agreements, we granted exclusive licenses to certain a territories in exchange for $39,078, which were recognized during the quarter ending December 31, 2011.

 

Further to these and earlier license contracts, we received advance payments for veneers, totaling $149,799. Upon delivery of veneers the COGS is recorded and the revenue recognized. At the end of the quarter, ending December 31, 2011, $90,726 for veneers was not yet delivered. As such, the revenue was not recognized and was classified as deferred revenue.

 

21.  NON-CONTROLLING INTERESTS

 

Following is a continuity of non-controlling interests:

 

Non-controlling interests, March 31, 2011		$	838,509
Net income attributable to non-controlling interests			767,303
Deconsolidation of Remedent OTC BV			(511,288	)
Non-controlling interests, December 31, 2011:		$	1,094,524

 

22.  SUBSEQUENT EVENTS

 

Effective as of January 11, 2012, the Company entered into a Rescission Agreement with Excelsior Medical (HK) (“Excelsior”) and Asia Best Healthcare Co., Ltd., pursuant to which the parties agreed to rescind the Exclusive B2C Distribution Agreement dated September 29, 2010 (“Distribution Agreement”), which granted Excelsior certain distribution rights to market veneers and trays in certain Asian territories in exchange for a license fee of $500,000. In addition, under the Distribution Agreement, Excelsior made an advance payment of $500,000 to the Company for veneers to be marketed thereunder. Under the Rescission Agreement, the Company agreed to repay a total of $1,000,000 it 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 Excelsior with certain collateral of the Company.

 

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 off set 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 consists of Mr. De Vreese, Mr. Lok and a director appointed by the Investors.

 

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 nine months ended December 31, 2011 and December 31, 2010. 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 December 31, 2011.  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, 2011 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 December 31, 2011. The information contained in this Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2011 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.

 

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 quarterly consolidated Financial statementsbut are accounted for through the equity method. After September 30, 2011, the Company still owned 50% of Remedent OTC BV. For the three months ended December 31, 2011, the Company recorded equity income of $303,925 in “Other income ” for its portion of the net income recorded by Remedent OTC BV.

 

Results of Operations

 

Detail of results as a percentage of sales*:

 

		For the three months ended December 31,								For the nine months ended December 31,
		2011				2010				2011				2010
NET SALES			100.00	%			100.00	%			100.00	%			100.00	%
COST OF SALES			15.65	%			28.05	%			23.09	%			26.77	%
GROSS PROFIT			84.35	%			71.95	%			76.91	%			73.23	%
OPERATING EXPENSES
Research and development			2.26	%			4.36	%			3.34	%			3.26	%
Sales and marketing			33.85	%			19.38	%			25.26	%			15.70	%
General and administrative			53.30	%			36.20	%			44.14	%			36.63	%
Depreciation and amortization			5.44	%			5.49	%			5.74	%			5.75	%
TOTAL OPERATING EXPENSES			94.85	%			65.44	%			78.48	%			61.34	%
INCOME (LOSS) FROM OPERATIONS			(10.50	)%			6.51	%			(1.57	)%			11.89	%
Other income (expense)			15.21	%			(1.28	)%			2.26	%			(0.19	)%
NET INCOME (LOSS)			4.71	%			5.23	%			.69	%			11.70	%
INCOME TAXES			(5.03	)%			(2.81	)%			(3.74	)%			(1.44	)%
Net income (loss) attributable to Non-controlling interest			12.26	%			1.90	%			9.12	%			4.85	%
LOSS ATTRIBUTABLE TO REMEDENT SHAREHOLDERS			(12.58	)%			0.53	%			(12.17	)%			5.42	%

______________

*Note that above figures are not comparable due to the equity method used as Remedent OTC BV and its subsidiaries are accounted for using the equity method since September 30, 2011, while previously the financials of Remedent OTC BV and its subsidiaries were fully included in the financial statements of Remedent Inc.

 

Net Sales

 

We experienced a sales decrease for the three months ended December 31, 2011 of $1,146,058 or 35.3% to $2,102,338 as compared to $3,248,396 for the three months ended December 31, 2010. We experienced a sales decrease for the nine months ended December 31, 2011 of $1,373,098 or 14% to $8,413,610 as compared to $9,786,708 for the nine months ended December 31, 2010.   The decrease in sales was mainly because of the de-consolidation of Remedent OTC BV. As we no longer control the board since October 1, 2011, we used the equity method to record our investment for the quarter ended December 31, 2011. As a consequence, the related sales from Remedent OTC BV for the three months are no longer part of the reported total sales for the quarter, resulting in a decrease of sales.

 

Cost of Sales

 

Our cost of sales decreased for the three months ended December 31, 2011 by $582,182 or 63.9% to $329,015 as compared to $911,197 for the three months ended December 31, 2010. Cost of sales, as a percentage of net sales, has decreased to 15.65% in the quarter ended December 31, 2011 as compared to 28.05% in the quarter ended December 31, 2010.   Our cost of sales for the nine months ended December 31, 2011 decreased by $676,948 or 25.8% to $1,942,528 as compared to $2,619,476 for the nine months ended December 31, 2010. The decrease in Cost of Sales was mainly because of the de-consolidation of Remedent OTCBV as explained above.

 

Cost of sales, as a percentage of net sales, has decreased to 23.09% in the nine months ended December 31, 2011 as compared to 26.77% in the nine months ended December 31, 2010.  Cost of sales as a percentage of sales has decreased due to continued optimization of our production process which enables us to deliver improved quality at a reduced cost. We continue to improve our processes in order to further decrease costs, without compromising quality.

 

Gross Profit

 

Our gross profit decreased by $563,876 or 24.1%, to $1,773,323 for the three month period ended December 31, 2011 as compared to $2,337,199 for the three month period ended December 31, 2010. Our gross profit as a percentage of sales increased to 84.35% in the three months ended December 31, 2011 as compared to 71.95% for the three months ended December 31, 2010.  Our gross profit decreased by $696,150 or 9.7%, to $6,471,082 for the nine month period ended December 31, 2011 as compared to $7,167,232 for the nine month period ended December 31, 2010. Our gross profit as a percentage of sales increased to 76.91% in the nine months ended December 31, 2011 as compared to 73.23% for the nine months ended December 31, 2010.  The increase in gross profit as a percentage of sales is the result of our improved production process as explained above.

 

Operating Expenses

 

 Research and Development. Our research and development expenses decreased by $94,174 or 66.5% to $47,513 for the three months ended December 31, 2011 as compared to $141,687 for the three months ended December 31, 2010.   Our research and development expenses decreased by $38,331 or 12% to $280,895 for the nine months ended December 31, 2011 as compared to $319,226 for the nine months ended December 31, 2010. The decrease in Research and Development is mainly because of the de-consolidation of Remedent OTC BV.

 

Sales and marketing costs . Our sales and marketing costs increased by $81,916 or 13%, to $711,570 for the three months ended December 31, 2011 as compared to $629,654 for the three months ended December 31, 2010. The increase is largely due to the cost of our marketing efforts with respect to our new Asian GlamSmile Sales Facility in Shanghai and our start-up of marketing and sales efforts for our new Italian Studio located in Rome.

 

 

 

Our sales and marketing costs increased by $588,544 or 38.3%, to $2,125,188 for the nine months ended December 31, 2011 as compared to $1,536,644 for the nine months ended December 31, 2010. The increase is largely due to market efforts associated with our new Asian GlamSmile sales facility in Shanghai and our start-up of marketing and sales efforts for our new Italian Studio located in Rome.

 

General and administrative costs. Our general and administrative costs for the three months ended December 31, 2011 and 2010 were $1,120,535 and $1,176,078 respectively, representing a decrease of $55,543, or 4.7%. Our general and administrative costs for the nine months ended December 31, 2011 and 2010 were $3,713,496 and $3,584,387 respectively, representing an increase of $129,109, or 3.6%. The Company’s general and administrative costs have increased primarily because of increased costs associated with our Asian GlamSmile facilities and the start-up costs for our Italian Studio located in Rome.

 

Depreciation and amortization.   Our depreciation and amortization decreased $64,008 or 35.9%, to $114,280 for the three months ended December 31, 2011 as compared to $178,288 for the three months ended December 31, 2010.   Our depreciation and amortization decreased $79,410 or 14.1%, to $483,105 for the nine months ended December 31, 2011 as compared to $562,515 for the nine months ended December 31, 2010. The decrease is largely due to the complete amortization of previous investments in machinery and equipment.

 

                Other income (expense).   Our other income (expense) was $319,823 for the three months ended December 31, 2011 as compared to $(41,550) for the three months ended December 31, 2010, for an increase in net other income of $361,373.   Our other income (expense) was $190,513 for the nine months ended December 31, 2011 as compared to $(19,040) for the nine months ended December 31, 2010, an increase in net other income of $209,553. The increase in net other income is largely because of the inclusion of investment income of $303,925 in the three months ended December 31, 2011, offset by increased interest expense of $64,744 and $203,495, in the three and nine months ended December 31, 2011 respectively.

 

Internal and External Sources of Liquidity

 

As of December 31, 2011, we had current assets of $4,433,320 compared to $7,354,170 at March 31, 2011. Our current assets decreased by $2,920,850 primarily because of a decrease in cash and cash equivalents of $322,246, a decrease in accounts receivable of $1,674,850, and a decrease in inventories of $1,076,166, offset by an increase in prepaid expenses of $152,412. Current liabilities at December 31, 2011 were $4,416,434 as compared to $6,316,358 at March 31, 2011.  The decrease in current liabilities of $1,899,924 was primarily as a result of a decrease in accounts payable of $752,934, a decrease in accrued liabilities of $600,573, a decrease in line of credit of $551,963 and a decrease in the current portion of long-term debt of $145,083.

 

As of December 31, 2011, we had cash and cash equivalents of $1,340,274.

 

On January 28, 2012 we 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 $5,000,00. On February 10, 2012, we closed on the transaction and received $2,000,000 for the sale of our Preference A-1 shares.

 

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 China and 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.

 

We are currently investing in new Glamsmile studios in Wenzhou and Brussels.  We have opened studios in Shanghai and Rome and expect further studio openings within the next fiscal year.

 

Cash and Cash equivalents

 

Our balance sheet at December 31, 2011 reflects cash and cash equivalents of $1,340,274 as compared to $1,662,520 as of March 31, 2011, a decrease of $322,246. The decrease of cash and cash equivalents is primarily as a result of cash provided in operations of $1,399,403 and from a loan of $1,000,000, offset by a divesture of $2,372,445 in cash from the September 30, 2011 deconsolidation of the Remedent OTC BV.

 

Operations

 

Net cash provided by operations was $1,399,403 for the nine months ended December 31, 2011 as compared to net cash provided by operations of $201,924 for the nine months ended December 31, 2010. The increase in net cash provided by operations for the nine months ended December 31, 2011 as compared to the nine months ended December 31, 2010 is primarily as a result of the deconsolidation of Remedent OTC BV and our success in the Asian market, combined with the success of our Service and License strategy and our Renewed Veneers Sales strategy, which have been very well received.

 

Investing activities

 

Net cash used in investing activities, net of a cash divestiture of $2,372,445 on the deconsolidation of Remedent OTC BV, totaled $208,681 for the nine months ended December 31, 2011 as compared to net cash used in investing activities of  $335,684  for the nine months ended December 31, 2010. Cash used in the nine months ended December 31, 2011 was mainly for additional equipment for our new planned GlamSmile Studios. Cash used in the nine months ended December 31, 2010 was mainly for machinery and related software to support our increasing number of veneer designers.   

 

Financing activities

 

Net cash provided by financing activities totaled $965,875 for the nine months ended December 31, 2011, as compared to $1,333,884 for the nine months ended December 31, 2010.  The decrease in net cash provided by financing activities in the nine month period ended December 31, 2011 of $367,969 was primarily as a result of the deconsolidation of Remedent OTC BV.

 

During the nine months ended December 31, 2011 and December 31, 2010, we recognized a (decrease) in cash and cash equivalents of $(106,398) and $(76,240), respectively, from the effect of exchange rates between the Euro and the US Dollar.

 

Off-Balance Sheet Arrangements

 

At December 31, 2011, 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 December 31, 2011.  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 December 31, 2011.

 

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 December 31, 2011 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

 

**XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

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:	February 20, 2012	By:	/s/ Guy De Vreese
			Name:	Guy De Vreese
			Title:	Chief Executive Officer
				(Principal Executive Officer)
Date:	February 20, 2012	By:	/s/ Stephen Ross
			Name:	Stephen Ross
			Title:	Chief Financial Officer
				(Principal Accounting Officer)