| Dentalco, Inc. | |||
| Proposed Ticker: | DNTL | 6115 Falls Road, Lake Falls Professional Building | |
| Exchange: | NASDAQ-National Market | Baltimore, MD 21209 | |
| Industry: | Service (SIC Code 8099) | (410) 377-3225 | |
| # of Employees: | 898 | ||
| Type of Shares: | Common Shares | Filing Date: | 9/10/97 | |
| U.S. Shares Filed: | 0 | Filing Price: | - | |
| Non-U.S. Shares Filed: | 0 | Offering Amount: | $50,000,000 | |
| Primary Shares: | 0 | Expenses: | $1,250,000 | |
| Secondary Shares: | 0 | Shares Out After: |
| Manager | Tier | Phone |
| Morgan Stanley Dean Witter Discover & Co. | Lead Manager | (212) 761-5900 |
| Donaldson, Lufkin & Jenrette Securities Corp. | Co-manager | (212) 371-0641 |
| Issuer's Law Firm: | Piper & Marbury |
| Bank's Law Firm: | Latham & Watkins |
| Auditor: | KPMG Peat Marwick |
| Registrar/Transfer Agent: | First Union National Bank North Carolina |
Dollar amounts in U.S. millions except for per share data | |||||
| 6 Month Ending Financials | |||||
| Full Year Audited Income | Latest Unaudited Income | Prior Unaudited Income | Balance Sheet | ||
| 12/31/96 | 6/30/97 | 6/30/96 | 6/30/97 | ||
| Revenue: | $58.06 | $22.95 | $5.81 | Assets: | $53.09 |
| Net Income: | -$0.51 | -$2.57 | -$0.36 | Curr Assets: | $8.87 |
| EPS: | -$0.19 | -$0.26 | -$0.06 | Liabilities: | $26.66 |
| Prior EPS: | $0.06 | -$1.90 | -$0.45 | Curr Liabilities: | $12.84 |
| Cash Flow/Oper: | -$0.99 | $19.94 | $0.20 | Equity: | $26.43 |
| Cash Flow/Fin: | $2.34 | -$17.02 | -$0.84 | Cash: | $2.16 |
| Cash Flow/Inv: | -$2.47 | -$17.02 | Working Cap: | -$3.97 | |
| Business Description |
| The company is a leading provider of dental practice management services to multi-disciplinary dental practices in targeted markets in the U.S. The company currently had 496 dental chairs under management at 45 Dental sites as of August 31, 1997. The Company's 109 Affiliated Dentists, of whom 88 provide general dentistry services and 21 provide specialty services, treated an aggregate of approximately 230,000 active patients during the 18 months ended June 30, 1997. In addition, the Company provides non-clinical, technical and administrative services to the Management Practices, which provide dental services at 14 Dental Sites with 167 dental chairs under management. The dental care services industry, which is highly fragmented, consisted of approximately 151,000 practicing dentists in 1995, 87% of whom practiced either alone or with one other dentist. In response to market trends, general and specialty dental practices increasingly have formed larger group practices. Traditionally, payments for dental care services have not been covered by insurers and consequently have been paid for by patients on a fee-for-service basis. Increasingly, employers are responding to the desire of employees for enhanced benefits by providing access to third-party payment arrangements, including indemnity insurance, preferred provider organizations ("PPOs") and capitated managed dental care plans to finance the purchase of dental care services. |
| Competition |
| The dental care services industry is highly competitive and has undergone significant change in the method in which dental care services are provided and the manner in which dental care providers are selected and compensated. The Company competes with other dental practice management companies which seek to acquire the assets of, provide administrative and other services to and affiliate with existing dental practices, several of which have financial, marketing and other competitive resources greater than those of the Company. In addition, the Company may also compete with managed care providers. The business of providing dental care services is highly competitive in each of the markets in which the Dental Sites operate. In addition, companies in other dental care industry segments, such as managed care companies, many of which have financial and other resources greater than those of the Company, may become competitors in acquiring or providing dental practice management services to dental care providers. Further, the Affiliated Dentists compete with dentists who operate single offices, as well as with dentists who maintain group practices or operate in multiple offices. |
| Business Plan |
| The Company's objective is to become the leading multi-disciplinary dental practice management company. To achieve this objective, the Company's strategy is to: EXPAND IN EXISTING MARKETS; INCREASE REVENUE PER DENTAL CHAIR; ENTER NEW MARKETS; ATTRACT AND RETAIN DENTISTS; INCREASE PPO AND CAPITATED CONTRACTING; IMPLEMENT INTEGRATED MANAGEMENT INFORMATION SYSTEMS. |
| Use of Proceeds |
| The proceeds from the proposed offering will be used to repay outstanding indebtedness, to repay the loan of a Management Practice to an unaffiliated third party, redeem Class D Redeemable Stock including accrued dividends, and for future acquisitions, working capital and for general corporate purposes. |
| Name of Shareholder | % Owned Before | % Owned After |
| Entities Affiliated with Grotech Partners | 30.00% | |
| Lawrence F. Halpert, D.D.S. | 18.80% | |
| Entities Affiliated with Morgan Stanley Venture Capital | 12.50% | |
| John C. Johnston, D.D.S. | 9.60% |
| Officer Name | Title | Age |
| Lawrence F. Halpert, D.D.S. | Chairman of the Board of Directors and Chief Executive Officer | 61 |
| E. James Kuhns | Executive Vice President, Acquisitions | 58 |
| Errol L. Reese, D.D.S. | Executive Vice President, Clinical Operations | 58 |
| Carl J. Sardegna | President and Director | 59 |
| Barbara J. Piatt | Senior Vice President and Chief Financial Officer | 43 |