Gentle Dental Service Corporation
Ticker:GNTL 900 Washington Street, Suite 1100
Exchange:NASDAQ-Small Cap Market Vancouver, WA 98660
Industry:Service (SIC Code 8099) (360) 750-7975

Offering Information
Type of Shares:Common Shares Filing Date:10/4/96
U.S. Shares:1,500,000 Offer Date:2/13/97
Non-U.S. Shares:0 Filing Range:$5.00 - $7.00
Primary Shares:1,500,000 Offer Price:$5.00
Secondary Shares:0 Gross Spread:$0.35
Offering Amount: $9,000,000 Selling:$0.20
Expenses:$550,000 Reallowance:$0.10
Shares Out After:3,041,881

Primary Underwriting Group
ManagerTierPhone
Black & Company, Inc.Lead Manager (503) 248-9600

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Stoel Rives Boley Jones & Grey
Bank's Law Firm: Tonkon, Torp, Galen, Marmaduke & Booth
Auditor: Moss Adams LLP
Registrar/Transfer Agent: Transecurities International, Inc.

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
9 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 9/30/96 9/30/95 9/30/96
Revenue:$9.78$7.87$7.17Assets:$13,013.00
Net Income:$0.26-$0.70$0.28Curr Assets:
EPS:$0.19-$0.53$0.21Liabilities:$13,007.34
Prior EPS:-$0.63-$0.80Curr Liabilities:
Cash Flow/Oper:-$0.79Equity:$5.66
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
Gentle Dental Service Corporation provides dental practice management support services to two professional corporations that employ 62 dentists, orthodontists, and other specialties at 20 locations in the Portland, Oregon and Seattle, Washington. The company provides facilities, equipment, staffing, management support and other ancillary services to the multi-specialty dental practices that constitute the company's network of affiliated dental service providers. The company intends to rapidly expand the Gentle Dental Network through acquisitions in both its existing markets as well as new geographic markets. From January 1, 1995 through June 30, 1996, the company acquired 11 dental practices. Dental spending in the United States is expected to total $40.8 billion in 1996 according to the American Dental Association and reach $79.1 billion by the year 2005 according to the Congressional Budget Office.

Competition
The market for dental services is highly fragmented and is characterized by large numbers of solo practitioners and small group practices competing for individual patients. The company believes that cost, location, hours of operation, and quality of dental services are principal factors affecting competition for patients. The company expects that the ability to meet the needs of managed care payors will increasingly be a factor in competing for patients covered by managed care reimbursement arrangements. There can be no assurance that the Professional Corporations will be able to compete effectively in the markets they serve and an inability to do so would adversely affect the company.

Business Plan
The company's objective is to become a leading provider of dental practice management support services through its growing network of affiliated dentists and specialists. The key elements of the Gentle Dental strategy are as follows: 1) provide convenient, gentle, comprehensive dental care; 2) attract high quality, productive dentists and specialists; 3) expand the Gentle Dental network through acquisitions; 4) achieve economies of scale; 5) pursue large group fee-for-service and managed care contracts.

Use of Proceeds
The proceeds from the proposed offering will be used to repay bank debt and for acquisitions of dental practices, capital improvements, working capital and for general corporate purposes.

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