<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

             FORM 10-Q.--QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED                   MARCH 31, 2000
                               -------------------------------------------------

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM ______________________ TO ______________________

COMMISSION FILE NUMBER:                      000-25549
                        -------------------------------------------------------

                                 INTERDENT, INC.
-------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           DELAWARE                                    95-4710504
------------------------------------       -------------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

          222 NO. SEPULVEDA BLVD., SUITE 740, EL SEGUNDO, CA 90245-4340
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (310) 765-2400
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

                                   NO CHANGE
--------------------------------------------------------------------------------
   (Former name, former address and former fiscal year, if changed since last
                                    report)

Indicate by check mark whether the registrant (1) 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
                                                           -----      -----

As of April 30, 2000 21,166,834 shares of the issuer's common stock were
outstanding.


                                       1
<PAGE>


PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                                 INTERDENT, INC.
                                AND SUBSIDIARIES
                      Condensed Consolidated Balance Sheets
                 (Unaudited, in thousands, except share amounts)

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                  MARCH 31,        DECEMBER 31,
                                         ASSETS                                                     2000               1999
                                                                                              ----------------   ----------------
<S>                                                                                        <C>                  <C>
Current assets:
    Cash and cash equivalents                                                              $             951    $           539
    Accounts receivable, net                                                                          22,805             20,935
    Management fee receivables                                                                         5,898              6,691
    Current portion of notes and advances receivable from professional associations, net                 918                915
    Supplies inventory                                                                                 4,632              4,610
    Prepaid and other current assets                                                                   4,474              4,742
                                                                                              ----------------   ----------------
           Total current assets                                                                       39,678             38,432
                                                                                              ----------------   ----------------

Property and equipment, net                                                                           31,379             30,273
Intangible assets, net                                                                               157,392            153,032
Notes and advances receivable from professional associations, net of current portion                  17,724             14,787
Other assets                                                                                           4,792              4,689
                                                                                              ----------------   ----------------
           Total assets                                                                    $         250,965    $       241,213
                                                                                              ================   ================

          LIABILITIES, REDEEMABLE COMMON STOCK AND SHAREHOLDERS' EQUITY

Current liabilities:
    Accounts payable                                                                       $           8,304    $         7,541
    Accrued payroll and payroll related costs                                                          9,979              7,516
    Other current liabilities                                                                         19,230             18,573
    Current portion of long-term debt and capital lease obligations                                    5,067              5,335
                                                                                              ----------------   ----------------
           Total current liabilities                                                                  42,580             38,965
                                                                                              ----------------   ----------------

Long-term liabilities:
    Obligations under capital leases, net of current portion                                           3,130              3,494
    Long-term debt, net of current portion                                                            91,649             87,269
    Convertible senior subordinated debt                                                              31,068             30,000
    Deferred income taxes                                                                              3,700              3,700
    Other long-term liabilities                                                                          105                 94
                                                                                              ----------------   ----------------
           Total long-term liabilities                                                               129,652            124,557
                                                                                              ----------------   ----------------
           Total liabilities                                                                         172,232            163,522
                                                                                              ----------------   ----------------

Redeemable common stock, $0.001 par value, 157,958 shares issued and outstanding in 2000
    and 1999, respectively                                                                             1,799              1,796
                                                                                              ----------------   ----------------

Shareholders' equity:
    Preferred stock, $0.001 par value, 30,000,000 shares authorized:                                       1                  1
       Preferred stock - Series A, 100 shares authorized and outstanding
       Convertible Preferred stock - Series B, 70,000 shares authorized, zero shares
        issued and outstanding                                                                            --                 --
       Preferred stock - Series C, 100 shares authorized, zero shares issued and
        outstanding                                                                                       --                 --
       Convertible Preferred stock - Series D, 2,000,000 shares authorized, 1,628,663
        shares issued and outstanding                                                                 12,089             12,089
    Common stock, $0.001 par value, 50,000,000 shares authorized, 21,008,876 and
      20,960,128 shares issued and outstanding in 2000 and 1999, respectively                             21                 21
    Additional paid-in capital                                                                        63,044             62,831
    Shareholder notes receivable                                                                        (620)              (615)
    Retained earnings                                                                                  2,399              1,568
                                                                                              ----------------   ----------------
           Total shareholders' equity                                                                 76,934             75,895
                                                                                              ================   ================
           Total liabilities, redeemable common stock and shareholders' equity             $         250,965    $       241,213
                                                                                              ================   ================
</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       2
<PAGE>

                                 INTERDENT, INC.
                                AND SUBSIDIARIES

                 Condensed Consolidated Statements of Operations

               (Unaudited, in thousands, except per share amounts)
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
                                                                                      THREE MONTHS ENDED MARCH 31,
                                                                                       2000                 1999
                                                                                 ------------------   ------------------
<S>                                                                             <C>                  <C>
Dental practice net patient service revenue                                     $          60,170    $          40,397
Net management fees                                                                        10,805               10,716
Licensing and other fees                                                                      225                  265
                                                                                 ------------------   ------------------
           Total revenues                                                                  71,200               51,378
                                                                                 ------------------   ------------------

Operating expenses:
    Clinical salaries, benefits, and provider costs                                        28,383               19,651
    Practice non-clinical salaries and benefits                                            10,084                6,992
    Dental supplies and lab expenses                                                        8,753                6,415
    Practice occupancy expenses                                                             4,152                3,123
    Practice selling, general and administrative expenses                                   6,843                5,782
    Corporate selling, general and administrative expenses                                  3,344                2,796
    Management merger and retention bonus                                                   1,159                   --
    Corporate merger and restructure costs                                                  1,730                3,681
    Depreciation and amortization                                                           2,871                2,117
                                                                                 ------------------   ------------------
           Total operating expenses                                                        67,319               50,557
                                                                                 ------------------   ------------------
           Operating income                                                                 3,881                  821
                                                                                 ------------------   ------------------

Nonoperating income (expense):
    Interest expense, net                                                                  (2,491)              (1,351)
    Other, net                                                                                 (1)                  22
                                                                                 ------------------   ------------------

                 Nonoperating expense, net                                                 (2,492)              (1,329)
                                                                                 ------------------   ------------------

                 Income (loss) before income taxes                                          1,389                 (508)

Provision for income taxes                                                                    556                  191
                                                                                 ------------------   ------------------

                 Net income (loss)                                                            833                 (699)

Accretion of redeemable common stock                                                           (2)                  (4)
                                                                                 ------------------   ------------------

                 Net income (loss) attributable to common stock                 $             831    $            (703)
                                                                                 ==================   ==================

Income (loss) per share attributable to common stock - basic                    $            0.04    $           (0.03)
                                                                                 ==================   ==================

Income (loss) per share attributable to common stock - diluted                  $            0.04    $           (0.03)
                                                                                 ==================   ==================
</TABLE>


See accompanying notes to condensed consolidated financial statements.

                                       3
<PAGE>

                                 INTERDENT, INC.
                                AND SUBSIDIARIES

                 Condensed Consolidated Statements of Cash Flows

                            (Unaudited, in thousands)
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                 THREE MONTHS ENDED MARCH 31,
                                                                                                   2000                 1999
                                                                                             -----------------    -----------------
<S>                                                                                        <C>                  <C>
Cash flows from operating activities:
    Net income (loss)                                                                      $              833   $             (699)
    Adjustments to reconcile net income (loss) to net cash provided by operating
     activities:
      Depreciation and amortization                                                                     2,871                2,117
      Non-employee stock options granted and stock issued for fees and compensation                         6                   16
      Amortization of deferred financing costs                                                             96                   65
      Interest accrued on subordinated debt as payment-in-kind                                            565                   --
      Interest accrued on shareholder notes receivables                                                    (4)                  (5)
      Deferred income taxes                                                                                --                   13
      Change in assets and liabilities, net of the effect of acquisitions:
        Accounts receivable, net                                                                       (2,081)                (500)
        Management fee receivables from professional associations                                         213                 (237)
        Supplies inventory                                                                                (22)                   5
        Prepaid expenses and other current assets                                                         193                 (211)
        Other assets                                                                                     (342)                  49
        Accounts payable                                                                                  681                 (432)
        Accrued payroll and payroll related costs                                                       2,335                1,727
        Accrued merger and restructure                                                                    531                1,369
        Other liabilities                                                                              (1,639)                (802)
                                                                                             -----------------    -----------------
                Net cash provided by operating activities                                               4,236                2,475
                                                                                             -----------------    -----------------

Cash flows from investing activities:
    Purchase of property and equipment                                                                 (2,251)              (1,368)
    Net payments received (advances) on notes receivable from professional associations                    61                   26
    Advances to professional associations                                                              (2,973)              (1,711)
    Cash paid for acquisitions, including direct costs, net of cash acquired                           (1,877)              (7,206)
                                                                                             -----------------    -----------------
                Net cash used in investing activities                                                  (7,040)             (10,259)
                                                                                             -----------------    -----------------

Cash flows from financing activities:
    Net proceeds from credit facilities                                                                 4,402                8,828
    Payments on long-term debt and obligations under capital leases                                    (1,273)              (1,554)
    Proceeds from issuance of common and preferred stock                                                   69                   56
    Exercise of stock options                                                                              18                   --
                                                                                             -----------------    -----------------
                Net cash provided by financing activities                                               3,216                7,330
                                                                                             -----------------    -----------------

                Increase (decrease) in cash and cash equivalents                                          412                 (454)

Cash and cash equivalents, beginning of period                                                            539                8,244
                                                                                             -----------------    -----------------

Cash and cash equivalents, end of period                                                   $              951   $            7,790
                                                                                             =================    =================

Cash paid for interest                                                                     $            2,726   $            1,428
                                                                                             =================    =================
Cash paid for income taxes                                                                 $            1,140   $              204
                                                                                             =================    =================
</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       4
<PAGE>

                                 INTERDENT, INC.
                                AND SUBSIDIARIES

                             March 31, 2000 and 1999

              Notes to Condensed Consolidated Financial Statements

          (Unaudited, in thousands, except per share and share amounts)

(1)  ORGANIZATION

InterDent, Inc. ("InterDent" or the "Company"), incorporated on October 13,
1998, is a Delaware corporation headquartered in El Segundo, California. The
Company is a provider of dental practice management services to multi-specialty
dental professional corporations and associations ("PAs") in the United States.
Each PA employs and directs the professional dental staff and provides all of
the clinical services to the patients. The Company provides management services
to dental practices in selected markets in Arizona, California, Florida,
Georgia, Hawaii, Idaho, Indiana, Kansas, Michigan, Nevada, Oklahoma, Oregon,
Pennsylvania and Washington.

As part of a delivery network of multi-specialty dental care, the Company
provides management services to affiliated PAs under long-term management
service agreements. Under the terms of the management service agreements, the
Company bills and collects patient receivables and provides all administrative
support services to the PAs. The dentists employed through the Company's network
of affiliated dental associations provide comprehensive general dentistry
services and offer specialty dental services, which include endodontics, oral
pathology, oral surgery, orthodontics, pedodontics, periodontics, and
prosthodontics. The Company's practice management services facilitate the
delivery of convenient, high quality, comprehensive and affordable dental care
to patients in a comfortable environment. The Company seeks to build
geographically dense dental practice networks in selected markets through a
combination of affiliating with existing dental practices and/or selectively
developing new offices.

(2)  BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

Corporate practice of medicine laws in the states in which InterDent currently
operates prohibit it from owning dental practices. In response to these laws the
Company has executed management services agreements ("MSAs") with various PAs.
Under those circumstances where the MSAs meet the criteria for consolidation as
outlined in Emerging Issues Task Force issue 97-2, all the accounts of those PAs
are included in the accompanying consolidated financial statements. Accordingly,
the consolidated statements of operations include the net patient revenues and
related expenses of these PAs.

In instances where the MSAs have not met the criteria for consolidation, the
Company does not consolidate the accounts of the PAs. Accordingly, the
consolidated statements of operations exclude the net patient revenues and
expenses of these PAs. Rather, the consolidated statements of operations include
only the Company's net management fee revenues generated from those MSAs and the
Company's expenses associated with those MSAs.

INTERIM REPORTING

The accompanying unaudited interim condensed consolidated financial statements
of InterDent have been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission ("SEC"). Certain information and note
disclosures normally included in annual consolidated financial statements have
been condensed or omitted as permitted under those rules and regulations. We
believe all adjustments, consisting only of normal, recurring adjustments
considered necessary for a fair presentation, have been included and that the
disclosures made are adequate to insure that the information presented is not
misleading. To obtain a more detailed understanding of our results, it is
suggested that these financial statements be read in conjunction with the
consolidated financial statements and related notes for the year ended December
31, 1999 included in Form 10-K filed on March 30, 2000. The results of
operations for the three months ended March 31, 2000 are not necessarily
indicative of the results of operations for the entire year.

DEPENDENCE ON PAS

                                       5
<PAGE>

                                 INTERDENT, INC.
                                AND SUBSIDIARIES

                             March 31, 2000 and 1999

              Notes to Condensed Consolidated Financial Statements

          (Unaudited, in thousands, except per share and share amounts)

The Company receives fees for services provided to the PAs under MSAs. The
Company's revenue is dependent on revenue generated by the PAs and, therefore,
effective and continued performance of the managed dental offices during the
term of the MSAs is essential to the Company's long-term success.

NET REVENUES

Revenues consist primarily of PA net patient service revenue ("net patient
revenue") and Company net management fees. Net patient revenue represents the
consolidated revenue of the PAs reported at the estimated net realizable amounts
from patients, third party payors and others for services rendered, net of
contractual adjustments. Net management fees represent amounts charged to the
unconsolidated PAs in accordance with the MSA as a percentage of the PAs net
patient service revenue under MSAs, net of provisions for contractual
adjustments and doubtful accounts. Such revenues are recognized as services are
performed.

ACCOUNTS RECEIVABLE

Accounts receivable principally represent receivables from patients and
insurance carriers for dental services provided by the related PAs at
established billing rates, less allowances and discounts for patients covered by
third party payors contracts. Payments under these programs are primarily based
on predetermined rates. Settlements for retrospectively determined rates are
estimated in the period the related services are rendered and are adjusted in
future periods, as final settlements are determined. Management believes that
adequate provision has been made for adjustments that may result from final
determination of amounts earned under these contracts. In addition, a provision
for doubtful accounts is provided based upon expected collections and is
included in practice selling, general and administrative expenses. These
contractual allowances and discounts and provision for doubtful accounts are
deducted from accounts receivable in the accompanying condensed consolidated
balance sheets.

RECEIVABLES FROM PAS

Management fee receivables represent amounts owed to the Company from
unconsolidated PAs related to revenue recorded in accordance with their MSAs and
is recorded based upon the net realizable value of patient accounts receivables
of the PAs. The Company reviews the collectibility of the patient accounts
receivables of the PAs and adjusts its management fee receivable accordingly.

Advances consist primarily of receivables from PAs due in connection with cash
advances for working capital and operating purposes to certain unconsolidated
PAs. The Company typically advances funds to the PAs during the initial years of
operations, until the PA owner repays exiting debt, and the operations improve.
The Company has an established reserve policy for advances to PAs. Based upon
such factors as operational performance history and initial acquisition funding,
the Company reserves against management fees and advances made to individual PAs
for those practices which do not meet expectations after a certain period of
time. Such reserves are increased or decreased as appropriate according to
performance trends of the individual practices.

Notes receivable from PAs relates to financing of certain medical and
non-medical capital additions made by certain unconsolidated PAs.

Advance and note amounts to be collected within the next year are classified as
current in the accompanying consolidated balance sheets. Advances to PAs bear
interest at a rate of 9.0%. The notes receivable from PAs generally have terms
of 2 to 10 years and are interest bearing with rates between 8.5% and 18.5%.
Both advance and note amounts are secured by the assets of the PAs and are
generally personally guaranteed by the PA owners and crossed-collateralized by
the PAs under common ownership.

INTANGIBLE ASSETS


                                       6
<PAGE>

                                 INTERDENT, INC.
                                AND SUBSIDIARIES

                             March 31, 2000 and 1999

              Notes to Condensed Consolidated Financial Statements

          (Unaudited, in thousands, except per share and share amounts)

Intangible assets result primarily from the excess of cost over the fair value
of net tangible assets purchased. Such intangibles relate primarily to
non-competition covenants, management services agreements, and goodwill
associated with dental practice acquisition asset and stock purchase
transactions. Intangibles relating to management service agreements consist of
the costs of purchasing the rights to provide management support services to PAs
over the initial non-cancelable terms of the related agreements. Under these
agreements, the PAs have agreed to provide dental services on an exclusive basis
only through facilities provided by the Company, which is the exclusive
administrator of all non-dental aspects of the affiliated PAs, providing
facilities, equipment, support staffing, management and other ancillary
services. The agreements, which are generally for 25 to 40 year terms, are
non-cancelable except for performance defaults, as defined. Intangible assets
are amortized on the straight-line method, ranging from 5 years for other
intangible assets to 25 years for MSAs and goodwill.

INVESTMENT

On September 3, 1999, the Company entered into a seven year collaborative
Internet strategy agreement with Dental X Change, Inc. ("DXC"). DXC is a
commercial Internet company servicing the professional dental market. Services
provided by DXC include: web development, hosting, content, education,
e-commerce, practice management services in an application service provider
model, and dental oriented web services to dental practices and both the
professional and consumer dental markets through its various web sites,
intranets and other online technologies. In exchange for a cash contribution of
$1,020,000, the Company received 1,000,000 shares of DXC Series A Convertible
Preferred Stock, 1,949,990 shares of DXC common stock, and a warrant to purchase
4,054,010 additional shares of DXC common stock at $0.10 per share. The
investment is carried at cost in the absence of an other than temporary decline
in value as the Company is not able to exercise control over DXC, and the
Company's ownership is less than 20%.

NET INCOME (LOSS) PER SHARE

The Company has adopted Statement of Financial Accounting Standards No. 128,
Earnings Per Share ("SFAS 128"). In accordance with SFAS 128, the Company
presents "basic" earnings per share, which is net income divided by the average
weighted common shares outstanding during the period, and "diluted" earnings per
share, which considers the impact of common share equivalents. Dilutive
potential common shares represent shares issuable using the treasury stock
method.

For the three months ended March 31, 2000, dilutive potential common shares
of 3,257,328 consisting of convertible subordinated debt have been excluded
from the computation of diluted loss per share as their effect is
anti-dilutive. For the three months ended March 31, 1999 dilutive potential
common shares of 5,312,307 consisting of convertible subordinated debt,
contingent shares, and the exercise of certain options, warrants, and put
rights have been excluded from the computation of diluted income per share,
as their effect is also anti-dilutive.

The following table summarizes the computation of net income (loss) per share:

<TABLE>
<CAPTION>

                                                                                     THREE MONTHS ENDED MARCH 31,
                                                                                     2000                    1999
                                                                               ------------------     -------------------
<S>                                                                          <C>                    <C>
    Net income (loss) attributable to common stock                           $              831     $             (703)
                                                                               ==================     ===================

    Basic shares reconciliation:
      Weighted average common shares outstanding                                     21,162,937             20,821,369
      Contingently issuable common shares                                                    --                 79,788
      Contingently repurchaseable common shares                                        (568,712)              (564,525)
                                                                               ------------------     -------------------

             Basic shares                                                            20,594,225             20,336,632
                                                                               ------------------     -------------------


                                       7
<PAGE>

                                 INTERDENT, INC.
                                AND SUBSIDIARIES

                             March 31, 2000 and 1999

              Notes to Condensed Consolidated Financial Statements

          (Unaudited, in thousands, except per share and share amounts)

    Convertible preferred stock                                                       1,628,665                     --
    Warrants                                                                             96,083                     --
    Put rights                                                                           56,471                     --
    Contingent shares                                                                    15,856                     --
    Assumed conversion of options                                                       340,794                     --
                                                                               ------------------     -------------------

             Diluted shares                                                          22,732,094             20,336,632
                                                                               ------------------     -------------------

    Net income (loss) attributable to common stock:
       Basic                                                                 $            0.04      $           (0.03)
                                                                               ==================     ===================

       Diluted                                                               $            0.04      $           (0.03)
                                                                               ==================     ===================
</TABLE>

SEGMENT REPORTING

The Company has adopted Statement of Financial Accounting Standards No. 131,
Disclosures about Segments of an Enterprise and Related Information ("SFAS"
131"). SFAS 131 supersedes SFAS 14, Financial Reporting for Segments of a
Business Enterprise, replacing the "industry segment" approach with the
"management" approach. The management approach designates the internal reporting
that is used by management for making operating decisions and assessing the
performance as the source of the Company's reportable segments. The adoption of
SFAS 131 did not have an impact for the reporting and display of segment
information as each of the affiliated dental practices is evaluated individually
by the chief operating decision maker and considered to have similar economic
characteristics, as defined in the pronouncement, and therefore are aggregated.

USE OF ESTIMATES

In preparing the financial statements conforming to Generally Accepted
Accounting Principals ("GAAP"), we have made estimates and assumptions that
affect the following:

       - Reported amounts of assets and liabilities at the date of the financial
         statements;

       - Disclosure of contingent assets and liabilities at the date of the
         financial statements; and

       - Reported amounts of revenues and expenses during the period.

Actual results could differ from those estimates.

NEW ACCOUNTING PRONOUNCEMENTS

In December 1999, the United States Securities and Exchange Commission issued
Staff Accounting Bulletin (SAB) No. 101 - "Revenue Recognition in Financial
Statements," as amended, which for the Company is effective April 1, 2000. SAB
No. 101 summarizes certain of the staff's views in applying generally accepted
accounting principles to revenue recognition in financial statements. The
Company believes that implementation of SAB No. 101 will have no material impact
on its financial statements.

RECLASSIFICATIONS

Certain reclassifications have been made to the 1999 financial statements to
conform to the 2000 presentation.

(3)  NET REVENUE

Revenues consist primarily of PA net patient service revenue and Company net
management fees. Net patient revenue represents the consolidated revenue of the
PAs at normal and customary rates from patients, third party payors and others
for


                                       8
<PAGE>

                                 INTERDENT, INC.
                                AND SUBSIDIARIES

                             March 31, 2000 and 1999

              Notes to Condensed Consolidated Financial Statements

          (Unaudited, in thousands, except per share and share amounts)

services rendered, net of contractual adjustments. Net management fees
represent amounts charged under MSAs to the unconsolidated PAs on an agreed-upon
percentage of the PAs net patient service revenue, net of provisions for
contractual adjustments and doubtful accounts.

The following represents amounts included in the determination of dental
practice net patient service revenue and net management fees:

<TABLE>
<CAPTION>

                                                                                        THREE MONTHS ENDED MARCH 31,
                                                                                         2000                 1999
                                                                                    ----------------     ----------------
<S>                                                                              <C>                  <C>
    Dental practice net patient service revenue - all PAs                        $            76,886  $            56,072
    Less: Dental practice net patient service revenue - unconsolidated PAs                   (16,716)             (15,675)
                                                                                    ----------------     ----------------
    Reported practice net patient service revenue                                $            60,170  $            40,397
                                                                                    ================     ================

    Dental practice net patient service revenue - unconsolidated PAs             $            16,716  $            15,675
    Less: Amounts retained by dentists                                                        (5,911)              (4,959)
                                                                                    ----------------     ----------------
    Net management fees                                                          $            10,805  $            10,716
                                                                                    ================     ================
</TABLE>

(4)   BUSINESS COMBINATIONS, PROPOSED MERGER AND DENTAL PRACTICE ACQUISITIONS

BUSINESS COMBINATIONS

On March 12, 1999, Gentle Dental Service Corporation ("GDSC") and Dental Care
Alliance, Inc. ("DCA") completed mergers in which each entity became a wholly
owned subsidiary of InterDent, Inc. a newly formed company. These consolidated
financial statements have been prepared following the pooling-of-interest method
of accounting and reflect the combined financial position and operating results
of GDSC and for all periods presented. The individual results of operations of
GDSC and DCA through February 28, 1999, representing the latest
available financial statements of the individual corporations prior to the
mergers, are as follows:

<TABLE>
<CAPTION>

                                                              GDSC                   DCA

                                                       -------------------   --------------------
<S>                                                 <C>                     <C>
PA net patient service revenue                      $            26,048     $              --
Management, consulting, and licensing fees                          532                 6,441
Net income                                                        1,129                   595
</TABLE>


As a result of the mergers the Company recorded direct merger expenses of $2,165
during the three months ended March 31, 1999, consisting of investment banker
fees, advisors fees, investor relations expense, legal fees, accounting fees,
printing expense, and other costs. The Company also recorded a restructure
charge during the three months ended March 31, 1999 of $1,516 relating to the
Company's restructuring plan, including charges for employee related costs,
redirection of certain duplicative operations and programs, and other costs.
During the three month ended March 31, 2000, the Company recorded an additional
restructuring charge of $966 relating to the Company's restructuring plan. The
Company's restructuring plan is substantially complete and management does not
anticipate additional restructuring charges as a result of the mergers. Included
in other current liabilities at March 31, 2000 is $2,720 in accrued merger and
restructure costs, of which $1,646 relates to accrued restructure costs.


PROPOSED MERGER

On October 22, 1999, the Company announced the signing of a definitive merger
agreement between the Company and a group consisting of an affiliate of Leonard
Green & Partners, L.P. ("Leonard Green"), and certain members of Company
management. The Company has recorded direct merger expenses of $764 associated
with this agreement during the three months ended March


                                       9
<PAGE>

                                 INTERDENT, INC.
                                AND SUBSIDIARIES

                             March 31, 2000 and 1999

              Notes to Condensed Consolidated Financial Statements

          (Unaudited, in thousands, except per share and share amounts)

31, 2000 consisting of investment banker fees, advisors fees, investor
relations expense, legal fees, accounting fees, printing expense, and other
costs. Included in other current liabilities at March 31, 2000 is $736 in
accrued merger costs. See Subsequent event note 7 for further discussion of
the Leonard Green transaction.

The following summarizes the merger and restructure activities and accrued
merger and restructure liability for the GDSC and DCA business combinations,
and InterDent and Leonard Green proposed merger through March 31, 2000:

<TABLE>
<CAPTION>

                                                                              THREE-MONTHS
                                                                             ENDED MARCH 31,    YEAR ENDED DECEMBER 31,
CORPORATE MERGER AND RESTRUCTURE COSTS:                                           2000            1999           1998
                                                                              -------------   -------------  --------------
<S>                                                                         <C>              <C>             <C>
 GDSC AND DCA COMBINATION:
  Direct investment banking, accounting, legal and other
   advisory fees                                                            $           50   $       3,260   $      2,241
  Employee retention, severance and training costs                                      39           1,019          1,535
  Systems integration and conversion                                                   765           2,069             --
  Costs to acquire InterDent name                                                       --             264             --
  Redirection of duplicative operations, programs and
   other costs                                                                         112             580             55
                                                                              -------------   -------------  --------------
  Total                                                                                966           7,192          3,831
                                                                              -------------   -------------  --------------

 INTERDENT AND LEONARD GREEN PROPOSED MERGER:
  Direct investment banking, accounting, legal and other
   advisory fees                                                                       764           1,624             --
                                                                              -------------   -------------  --------------
  Total corporate restructure and merger costs                              $        1,730   $       8,816   $      3,831
                                                                              =============   =============  ==============
</TABLE>

<TABLE>
<CAPTION>

                                                                BEGINNING                                       ENDING
  ACCRUED MERGER AND RESTRUCTURE LIABILITY:                      BALANCE        EXPENSE         PAYMENTS        BALANCE
                                                              --------------  -------------   -------------  --------------
<S>                                                         <C>             <C>              <C>             <C>
  Merger and restructure activity for the year
   ended December 31, 1998                                  $           --  $        3,831   $      (1,444)  $      2,387
                                                              ==============  =============   =============  ==============
  Merger and restructure activity for the year
   ended December 31, 1999                                  $        2,387  $        8,816   $      (8,278)  $      2,925
                                                              ==============  =============   =============  ==============
  Merger and restructure activity for the
   three-months ended March 31, 2000                        $        2,925  $        1,730   $      (1,199)  $      3,456
                                                              ==============  =============   =============  ==============
</TABLE>

DENTAL PRACTICE AFFILIATIONS

During the three months ended March 31, 2000, the Company and an existing
affiliated PA entered into a new management service agreement ("MSA") effective
January 1, 2000. Whereas the former MSA did not meet the criteria for
consolidation as outlined in EITF 97-2, the new MSA meets the criteria for
consolidation of the PA accounts with the Company for financial reporting
purposes. As consideration for entering into the new MSA, the Company paid $309
in cash of which $271 was offset by amounts due from the PA, and assumed net
liabilities of $110.

In connection with certain completed affiliation transactions, the Company has
agreed to pay to the sellers future consideration in the form of cash and
Company capital stock. The amount of future consideration payable by the Company
under earn-outs is generally computed based upon financial performance of the
affiliated dental practices during certain


                                       10
<PAGE>

                                 INTERDENT, INC.
                                AND SUBSIDIARIES

                             March 31, 2000 and 1999

              Notes to Condensed Consolidated Financial Statements

          (Unaudited, in thousands, except per share and share amounts)

specified periods. The Company accrues for earn-out payments with respect to
prior practice acquisitions when such amounts are probable and reasonably
estimable. As of March, 31, 2000, the Company had accrued $10,398 for future
earn-out payments, of which $187 is included in additional paid-in capital for
anticipated stock issuances while the remaining accrual for anticipated cash
payments is included in other current liabilities. For those acquisitions with
earn-out provisions, the Company estimates the total maximum earn-out that could
be paid, including amounts already accrued, is between $33,000 and $38,000 from
January 2000 to December 2003, of which the majority is expected to be paid in
cash. In future years, such additional earn-out consideration could result in
additional amortization of $1,300 to $1,500 annually.

(5)   DEBT

On March 31, 2000 the Company entered into an agreement to increase its existing
credit facility from $90,000 to $120,000, with immediate funding available of
$101,000. The revolving feature of the credit facility expires on September 30,
2001, at which time it will convert into a term loan to be repaid in equal
quarterly installments and maturing on March 31, 2005. Principal amounts owed
under the credit facility bear interest at varying amounts over LIBOR (3.00% -
3.50%) or the prime rate (1.25% - 1.75%), at the Company's option, based on the
level of its leverage ratio. The credit facility requires the Company to pay an
unused commitment fee in an amount of 0.50% per annum of the average daily
amount by which the bank commitment under the credit facility exceeds the
aggregate amount of all loans then outstanding.

The credit facility contains several covenants including restrictions on the
ability of the Company to incur indebtedness and repurchase of shares, prohibits
dividends without prior approval; and requirements relating to maintenance of a
specified net worth and compliance with specified financial ratios. In addition,
the credit facility requires the Company to notify the lenders prior to making
any acquisition and to obtain the consent of the lenders prior to making
acquisitions over a specified purchase price. The obligations of the Company
under the credit facility and the subsidiaries under the guarantees are secured
by a security interest in the equipment, fixtures, inventory, receivables,
subsidiary stock, certain debt instruments, accounts and general intangibles of
each of such entities.

(6)   CONTINGENCIES

The Company was named as a defendant in a malpractice case filed in superior
court in Clark County, Washington against one of the PAs and an orthodontist
employed thereby. The plaintiff sought damages in excess of $10 million due to
alleged negligence on the part of the orthodontist and alleging the orthodontist
acted as an employee of the Company. The case was brought before a jury in
February 2000 in which the jury returned a verdict in favor of the orthodontist,
and consequently the PA and the Company.

The Company has been named as a defendant in other various lawsuits in the
normal course of business. In the opinion of management any liabilities
resulting from these matters will not have a material impact on the Company's
consolidated financial position or results of operations.

(7)   SUBSEQUENT EVENTS

On October 22, 1999, the Company announced the signing of a definitive merger
agreement between the Company and a group consisting of an affiliate of Leonard
Green & Partners, L.P., and certain members of Company management, including
Michael Fiore, Co-chairman and CEO, and Steven Matzkin, DDS, Co-chairman,
President, and Chief Dental Officer. Additionally, existing investors in the
Company, the Sprout Group and Chase Capital Partners, intended to participate in
the transaction by maintaining ownership in the Company. In May 2000, InterDent
and Leonard Green Partners have mutually agreed to terminate the merger
agreement and the related recapitalization transaction.

On May 4, 2000 InterDent received an investment commitment for $30,000 in
senior secured subordinated debt financing from a private investment
organization. The commitment was received after the satisfactory completion
of due diligence, and is subject to the execution of definitive documents on
mutually acceptable terms. The funding of the transaction is expected to
close by May 31, 2000.

                                       11
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

OVERVIEW

As of March 31, 2000, we provided comprehensive management services to a dental
practice network which employed 677 dentists, including 148 specialists,
practicing out of 226 dental offices and 1,947 operatories in selected markets
in Arizona, California, Florida, Georgia, Hawaii, Idaho, Indiana, Kansas,
Michigan, Nevada, Oklahoma, Oregon, Pennsylvania and Washington.

Our practice management services facilitate the delivery of convenient, high
quality, comprehensive and affordable dental care to patients in a comfortable
environment. The dentists affiliated through our network of affiliated dental
practices provide comprehensive general dentistry services and offer specialty
dental services, which include endodontics, oral pathology, oral surgery,
orthodontics, pedodontics, periodontics, and prosthodontics. Our strategic
objective is to maintain and expand our leadership position in the dental
practice management industry. To achieve this objective, we seek to enter
selected geographic markets and develop locally prominent, multi-specialty
dental delivery networks. The key elements of our strategy are as follows:

-    provide convenient, comprehensive dental care;
-    focus on quality of patient care;
-    establish a comprehensive dental care network;
-    achieve operational efficiencies and enhance revenue;
-    integrate and leverage management information systems;
-    expand patient volume through proactive marketing; and
-    capitalize on managed care expertise.

As part of a delivery network of multi-specialty dental care, we provide
management and licensing services to our affiliated dental practices under
long-term management service agreements. Under the terms of the management
service agreements, we bill and collect patient receivables and provide all
administrative and management support services to our affiliated dental
practices. These administrative and management support services include:
financial, accounting, training, efficiency and productivity enhancement,
recruiting, team building, marketing, advertising, purchasing, and related
support personnel. Licensing services include marketing, advertising and
purchasing.

As compensation for services provided under management service agreements, we
receive management fees from our affiliated dental practices. Depending upon the
individual management service agreement provisions, the management fee is
calculated based upon one of two methods. Under one method, the management fee
is equal to reimbursement of expenses incurred in the performance of our
obligations under the management service agreements, plus an additional fee
equal to a percentage of the net revenues of the affiliated dental practices.
Under the other method, the management fee is a set percentage of the net
revenues of the affiliated dental practices.

The management service agreements have initial terms ranging from 25 to 40 years
with automatic extensions, unless either party gives notice before the end of
the term. The management service agreements are not subject to early termination
by the affiliated dental practices unless we are the subject of bankruptcy
proceedings or we materially breach the management service agreements and do not
cure the breach following notice. Certain management service agreements have
additional termination events, including the refusal to comply with the
decisions of the joint operating committee, failure to pay the management fee,
and a material change in applicable federal or state law.

RESULTS OF OPERATIONS

The Emerging Issues Task Force ("EITF") of the Financial Accounting Standards
Board evaluated certain matters relating to the physician practice management
industry (EITF issue number 97-2) and reached a consensus on the accounting for
transactions between physician practice management companies and physician
practices and the financial reporting of such entities. For financial reporting
purposes, EITF 97-2 mandates the consolidation of physician practice activities
with the practice management company when certain conditions have been met, even
though the practice management company does not have an equity investment in the
physician practice. Our consolidated financial statements, included elsewhere
herein, are prepared in conformity with the consensus reached in EITF 97-2.


                                       12
<PAGE>

Under those circumstances where the management service agreements meet the
criteria for consolidation as outlined in EITF 97-2, all the accounts of those
affiliated dental practices are included in our consolidated financial
statements included elsewhere herein. Accordingly, our consolidated statements
of operations include the dental practice net patient revenue and related
expenses of those affiliated dental practices. In instances where the management
service agreements have not met the criteria for consolidation, we do not
consolidate the accounts of the affiliated dental practices. Accordingly, our
consolidated statements of operations exclude the dental practice net patient
revenues and expenses of these affiliated dental practices. Rather, our
consolidated statements of operations include only our net management fees
generated from those management service agreements and our expenses incurred in
the performance of our obligations under those management service agreements.
The following discussion highlights changes in historical revenues and expense
levels for the three months ended March 31, 2000 and 1999 as reported in the
accompanying condensed consolidated financial statements.

THREE MONTHS ENDED MARCH 31, 2000 STATEMENT OF OPERATIONS COMPARED TO THREE
MONTHS ENDED MARCH 31, 1999

DENTAL PRACTICE NET PATIENT REVENUE. Dental practice net patient revenue
represents the clinical patient revenues at 147 current clinical locations
through March 31, 2000 where the consolidation requirements of EITF 97-2 have
been met. Dental practice net patient revenue was $60.2 million for 2000
compared to $40.4 million for 1999, representing a 48.9% increase of $19.8
million. We are pursuing an aggressive expansion strategy through the addition
of affiliated dental practices. As a result, the majority of this revenue growth
is due to the addition of 16 affiliated dental practices during 1999,
representing 51 current clinical locations. These affiliated dental practices
have management service agreements that meet the EITF's consolidation
requirements. In addition, during 2000, we entered into a new management service
agreement with an existing single location affiliation. Whereas the former
management service agreement did not meet the criteria for consolidation as
outlined in EITF 97-2, the new agreement meets the criteria for consolidation.

We were also effectively able to increase total dental practice net patient
revenue at existing facilities. We worked with affiliated dental practices to
recruit new dentists to meet increased demand, negotiated additional contracts
with managed care organizations and third party-payors, leveraged additional
specialty dental services, and increased the number of patients successfully
completing their treatment programs with the use of internally developed
proprietary software. For those locations affiliated as of January 1, 1999,
where the management service agreements meet the EITF criteria for
consolidation, same-store dental practice net patient revenue for 2000 increased
by approximately 10% when compared to revenue for 1999.

NET MANAGEMENT FEES. Net management fees consist of revenue earned in the
performance of our obligations under management service agreements at 79 current
unconsolidated affiliated dental practice clinical locations through March 31,
2000. As January 1, 1999 we were affiliated with 70 unconsolidated clinical
locations. Net management fees were $10.8 million for 2000 compared to $10.7
million for 1999, representing a 0.8% increase of $.09 million. Although total
dental practice net patient revenue increased at these locations, management fee
revenues remained relatively flat as we have reduced management fees with
certain affiliations as specialty provider revenues were added. These measures
are expected to increase our future operating margins at these locations.

LICENSING AND OTHER FEES. We earn certain fees from unconsolidated affiliated
dental practices for various licensing and consulting services. Licensing and
other fees were $.23 million for 2000 compared to $.27 million for 1999,
representing a 15.1% decrease of $.04 million.

PRACTICE OPERATING EXPENSES. Practice operating expenses represent the direct
costs associated with operating and managing the practice facility locations,
including regional support departments. These costs are comprised of the
following expenses:

-    CLINICAL SALARIES, BENEFITS AND PROVIDER COSTS include all patient service
     provider staff compensation and related payroll costs at the consolidated
     affiliated dental practices, including dentists, hygienists and dental
     assistants, and dental assistants for the unconsolidated affiliated dental
     practices;

-    PRACTICE NON-CLINICAL SALARIES AND BENEFITS include all staff compensation
     and related payroll costs at all dental and regional facilities other than
     dentists, hygienists, and dental assistants;

-    DENTAL SUPPLIES AND LAB EXPENSES include all direct supply costs in the
     performance of patient treatment programs;

-    PRACTICE OCCUPANCY EXPENSES include facility leases, property taxes,
     utilities, janitorial services, repairs and maintenance; and


                                       13
<PAGE>

-    PRACTICE SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES include general
     office, advertising, professional services (excluding dentistry), office
     supplies, bank processing fees, local taxes, insurance, bad debt expense,
     and other miscellaneous costs at the dental facilities and regional
     centers.

Practice operating expenses have increased significantly during 2000 compared to
1999. Practice operating expenses were $58.2 million for 2000 compared to $41.9
million for 1999, representing a 38.7% increase of $16.3 million. The majority
of this increase in practice operating expenses is due to the addition of 22
affiliated dental practices (representing 61 current clinical locations) during
1999, as a result of our aggressive expansion strategy. Of the 22 affiliated
dental practices added in 1999, 16 have management services agreements that meet
the EITF's consolidation requirements. During 2000, most categories of practice
operating expenses varied slightly as a percentage of net revenues when compared
to 1999. As a result, as a percentage of net revenues, overall practice
operating expenses for 2000 were 81.8% compared to 81.7% for 1999. The overall
practice operating margin for 2000 was 18.2% compared to 18.3% for 1999.

CORPORATE SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES. Corporate selling,
general and administrative expenses include: corporate salaries, general office
costs, investor relations expense, legal and audit fees, general insurance,
director and officer liability insurance, corporate office supplies, and other
miscellaneous costs at our corporate facilities. Corporate selling, general and
administrative expenses were $3.3 million for 2000 compared to $2.8 million for
1999, representing a 19.6% increase of $.5 million.

The rise in total corporate selling, general and administrative expenses is the
result of increasing corporate staffing levels in our marketing, human resource,
finance, and operations departments to accommodate the addition of affiliated
dental practices. Additionally, resources have been added to respond to the
increasing needs of our affiliated dental practices for information systems
implementation, clinical management and mentoring programs, and to appropriately
develop our support infrastructure. At the same time, we seek to maximize the
effectiveness of corporate infrastructure costs. As a result, corporate selling,
general and administrative expenses as a percentage of net revenues have
steadily declined. Corporate selling, general and administrative expenses for
2000 were 4.7% of net revenues as compared to 5.4% for 1999.

MANAGEMENT MERGER AND RETENTION BONUS. On October 22, 1999, we announced the
signing of a definitive merger agreement between us and a group consisting of
an affiliate of Leonard Green & Partners, L.P., and certain members of our
management. The board of directors approved a bonus plan in the first quarter
2000 to help motivate and retain management to implement our plan for a
changed strategic direction. We recorded a charge for 2000 of $1.2 million
relating to our management merger and retention bonus plan. In May 2000, we
have mutually agreed with Leonard Green & Partners, L.P., to terminate the
merger agreement and the related recapitalization transaction.

CORPORATE MERGER AND RESTRUCTURE COSTS. We recorded corporate restructure and
merger costs associated with the business combinations between Gentle Dental
Service Corporation and Dental Care Alliance, each of which became a
wholly-owned subsidiary of InterDent in March 1999. The business combination has
been accounted for as a pooling-of-interests. As a result of the business
combination we recorded a restructuring charge of $1.0 million for 2000 relating
to our restructuring plan, including charges for employee related costs,
redirection of certain duplicative operations and programs, and other costs. In
1999 we recorded direct merger expenses of $2.2 million, consisting of
investment banker fees, advisors fees, investor relations expense, legal fees,
accounting fees, printing expense, and other costs. We also recorded a
restructure charge for 1999 of $1.5 million relating to our restructuring plan.
As of March 31, 2000, our restructuring plan is substantially complete and we do
not anticipate additional restructuring charges as a result of the business
combination.

We also recorded direct merger expenses of $.8 million associated with the
proposed merger with Leonard Green & Partners, L.P. These expenses consist
primarily of investment banking, accounting, legal, and other advisory fees.

DEPRECIATION AND AMORTIZATION. Depreciation and amortization were $2.9 million
for 2000 compared to $2.1 million for 1999. This increase of 35.6% is primarily
due to additional property and equipment, intangible costs assigned to
management services agreements and goodwill associated with dental practice
affiliations completed in 1999. It is anticipated that future acquisitions and
earn-out payments on completed acquisitions will result in additional
depreciation and amortization throughout future periods.

INTEREST EXPENSE. Interest expense was $2.5 million for 2000 compared to $1.4
million for 1999, representing a 84.4% increase of $1.1 million. This increase
in interest expense was due to additional debt incurred under our credit
facility and private placement to complete the rapid expansion of additional
affiliated dental practices throughout 1999. It is anticipated


                                       14
<PAGE>

that future acquisitions will require additional borrowings under our existing
credit facility but may be offset by any future raising of equity capital.
Accordingly, we anticipate that interest expense will increase throughout future
periods.

PROVISION FOR INCOME TAXES. We recorded a net tax expense of $0.6 million for
2000 on income before income taxes of $1.4 million as we expect our federal and
state income tax effective rate for annual fiscal 2000 to approximate the
current statutory rate of 40%. We recognized a tax expense on our loss before
income taxes in 1999 as a result of certain merger expenses which are not
deductible for income tax purposes, and the uncertainty of realization of
deferred tax assets generated by the net operating loss in the quarter.

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2000, cash and cash equivalents were $1.0 million, representing a
$0.4 million increase in cash and cash equivalents of $0.5 million available at
December 31, 1999. Our negative working capital at March 31, 2000 of $2.9
million represents a decrease from our negative working capital of $0.5 million
at December 31, 1999. The increase in negative working capital is primarily
attributable to acquisition earn-out liabilities and merger and restructure
payables and accruals of approximately $3.5 million (excluding amounts paid
during 2000), payment of earn-out consideration, and utilization of cash to pay
down borrowings under our credit facility. We plan and anticipate a negative
working capital as all excess cash is utilized to pay down the outstanding
credit facility.

Net cash provided by operations amounted to $3.5 million for 2000 compared to
net cash provided by operations of $2.5 million for 1999, including
management merger and retention bonus of $1.2 million for 2000 and merger and
restructure expenses of $1.7 million for 2000 and $3.7 million for 1999,
respectively. The increase of net cash provided by operations during 2000 is
attributed to improvements in our results of operations.

Net cash used in investing activities was $7.0 million for 2000. Included in
the investing activities is cash paid for affiliated dental practices of $1.9
million (including earnout payments) and $2.3 million cash paid for property
and equipment. Additionally, we made advances to unconsolidated affiliated
practices of $3.0 million. Advances consist primarily of receivables from PAs
due in connection with cash advances for working capital and operating
purposes to certain unconsolidated PAs. We typically advances funds to the
PAs during the initial years of operations, until the PA owner repays the
seller debt, and the operations improve. These uses of cash in investing
activities were primarily funded through borrowing under our existing credit
facility. As a result, cash provided from the credit facility amounted to
$4.4 million for 2000.

In connection with certain completed affiliation transactions, we have agreed to
pay to the sellers possible future consideration in the form of cash and Company
capital stock. The amount of future consideration payable under earn-outs is
generally computed based upon financial performance of the affiliated dental
practices during certain specified periods. We accrue for earn-out payments with
respect to prior practice acquisitions when such amounts are probable and
reasonably estimable and account for such payments as additional cost of
intangible assets acquired. For 2000, we paid $1.6 million in additional
earn-out consideration.

As of March 31, 2000, we have accrued $10.4 million for future earn-out
payments, of which $0.2 million is included in additional paid-in capital for
anticipated stock issuances while the remaining accrual for anticipated cash
payments is included in other current liabilities. For those acquisitions with
earn-out provisions, we estimate the total maximum earn-out that could be paid,
including amounts already accrued, is between $33 million and $38 million from
January 2000 to December 2003, of which the majority is expected to be paid in
cash. In future years, such additional earn-out consideration could result in
additional amortization of $1.3 million to $1.5 million annually.

We have made loans to various unconsolidated affiliated dental practices in
connection with their acquisition of assets of dental practices and have made
working capital advances to certain unconsolidated affiliated dental practices
for their operations. Advance and note amounts to be collected within the next
year are classified as current in the accompanying consolidated balance sheets.
Advances to PAs bear interest at a rate of 8.5%. The notes receivable from PAs
generally have terms of 2 to 10 years and are interest bearing with rates
between 8.5% and 18.5%. Both advance and note amounts are secured by the assets
of the PAs and are personally guaranteed by the PA owners.

We have entered into an agreement to increase our credit facility from $90
million to $120 million, with immediate funding available of $101 million. The
revolving feature of the credit facility expires on September 30, 2001, at which
time it will convert into a term loan to be repaid in equal quarterly
installments and maturing on March 31, 2005. Principal amounts owed under the
credit facility bear interest at varying amounts over LIBOR (3.00% - 3.50%) or
the prime rate (1.25% -


                                       15
<PAGE>

1.75%), at our option, based on the level of its leverage ratio. The credit
facility requires us to pay an unused commitment fee in an amount of 0.50% per
annum of the average daily amount by which the bank commitment under the credit
facility exceeds the aggregate amount of all loans then outstanding.

Our credit facility contains several covenants including restrictions on our
ability to incur indebtedness; repurchase, or make dividends with respect to,
our capital stock; and requirements relating to maintenance of a specified net
worth and compliance with specified financial ratios. In addition, the credit
facility requires us to notify certain lenders prior to making any acquisitions
and to obtain the consent of the lenders prior to making acquisitions with
purchase prices exceeding a certain amount of cash and purchase price. Our
obligations under the credit facility and our subsidiaries under the guarantees
are secured by a security interest in certain equipment, fixtures, inventories,
receivables, subsidiary stock, certain debt instruments, accounts and general
intangibles of each of such entities.

We have outstanding an original $30 million of 7% Subordinated Convertible
Notes and $12 million of convertible Preferred Stock. The 7% Subordinated
Convertible Notes have eight-year terms and are convertible into shares of
our Common Stock at $9.21 for each share of Common Stock issuable upon
conversion of outstanding principal and accrued but unpaid interest on such
7% Subordinated Convertible Notes. If certain events of default occur, the 7%
Subordinated Convertible Notes then outstanding will automatically convert
into shares of our Series B Preferred Stock at a rate of one share of Series
B Preferred Stock for each $1,000 in outstanding principal and accrued but
unpaid interest on the 7% Subordinated Convertible Notes, subject to
adjustment for stock splits, reverse splits, stock dividends, reorganizations
and the like. The 7% Subordinated Convertible Notes and all outstanding
shares of our Preferred Stock shall be automatically converted into our
Common Stock (or, in the case of Series A Preferred Stock and Series C
Preferred Stock, redeemed at nominal cost) if the rolling 21-day average
closing market price of our Common Stock on 20 out of any 30 consecutive
trading days is more than $16.85 on or prior to May 18, 2000, or more than
$17.98 at any time thereafter.

At our option, on any interest payment date, in lieu of an interest payment
in cash, we may pay a portion of the interest due by issuing additional 7%
Subordinated Convertible Notes as payment-in-kind. The additional notes
issued by us as payment-in-kind are subject to the same terms as the $30
million originally issued. Through December 31, 1999 no additional notes were
issued as payment-in-kind. During the three months ended March 31, 2000, we
issued $1.1 million in additional notes. As of March 31, 2000, we have issued
a total of $31.1 in 7% Subordinated Convertible Notes.

We are authorized to issue 30,000,000 shares of $.001 par value preferred stock.
Presently authorized series of our preferred stock include the following series:

-    Series A - 100 shares authorized, issued and outstanding
-    Series B - 70,000 shares authorized, zero issued or outstanding
-    Series C - 100 shares authorized, zero shares issued or outstanding
-    Series D - 2,000,000 shares authorized, 1,628,663 shares issued and
     outstanding.

The shares of Series B Preferred Stock are convertible into shares of our Common
Stock at the rate of 108.58 shares of Common Stock for each share of Series B
Preferred Stock (assuming there are no declared but unpaid dividends on the
Series B Preferred Stock), and the shares of Series D Preferred Stock are
convertible into shares of our Common Stock on a share for share basis (assuming
there are no declared but unpaid dividends on the Series D Preferred Stock), in
each case subject to adjustment for stock splits, reverse splits, stock
dividends, reorganizations and similar events. The Series A Preferred Stock and
Series C Preferred Stock are not convertible.

A total of 254,901 and 339,247 outstanding shares of InterDent Common Stock
issued at a price of $0.45 and $0.225 per share, respectively, are subject to
repurchase as a result of a subsidiary's failure to achieve certain specified
performance targets through December 31, 1999. It is anticipated that these
shares will be repurchased in the future.

On October 22, 1999, we announced the signing of a definitive merger agreement
between us and a group consisting of an affiliate of Leonard Green & Partners,
L.P., and certain members of our management, including Michael Fiore,
Co-chairman and CEO, and Steven Matzkin, DDS, Co-chairman, President, and Chief
Dental Officer. Additionally, our existing investors, the Sprout Group and Chase
Capital Partners, intended to participate in the transaction by maintaining
ownership in the Company. On May 3, 2000, we have mutually agreed with Leonard
Green & Partners, L.P., to terminate the merger agreement and the related
recapitalization transaction.

On May 4, 2000 we received an investment commitment for $30 million in senior
secured subordinated debt financing from a private investment organization.
The commitment was received after the satisfactory completion of due
diligence, and is subject to the execution of definitive documents on
mutually acceptable terms. The funding of the transaction is expected to
close by May 31, 2000.

                                       16
<PAGE>

We believe that proceeds from our existing credit facility and cash flow from
operations will be sufficient to fund our operations through the next fiscal
year. We also believe that such funds will be sufficient to complete a number of
other future dental practice affiliations and any possible future consideration
to be paid. However, to execute our long term business strategy, we will require
substantial additional funding through additional long-term or short-term
borrowing arrangements or through the public or private issuance of additional
debt or equity securities to affiliate new practices and to expand and maintain
existing affiliated practices. There can be no assurance that any such financing
will be available or will be available on terms acceptable to InterDent.

YEAR 2000 COMPLIANCE

We have not experienced any significant disruptions to our financial or
operating activities due to failure of our computerized systems resulting from
Year 2000 issues. Furthermore, we have no information that indicates a
significant vendor or service provider may be unable to sell goods or provide
services to us or that any significant customer may be unable to purchase from
us or provide timely payment of services rendered because of Year 2000 issues.
We have not received any notifications from regulatory agencies indicating that
significant regulatory action is being or may be taken against InterDent as a
result of Year 2000 issues. Accordingly, management does not expect Year 2000
issues to have a material adverse effect on InterDent's operations or financial
results in 2000.

                                     * * * *

THIS QUARTERLY REPORT ON FORM 10-Q CONTAINS FORWARD-LOOKING STATEMENTS WITHIN
THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933 AND SECTION 21B OF THE
SECURITIES EXCHANGE ACT OF 1934. THE COMPANY'S ACTUAL RESULTS COULD DIFFER
MATERIALLY FROM THOSE SET FORTH IN THE FORWARD-LOOKING STATEMENTS. CERTAIN
FACTORS THAT MIGHT CAUSE SUCH A DIFFERENCE INCLUDE, AMONG OTHERS, THE PACE OF
DEVELOPMENT AND ACQUISITION ACTIVITY, THE DEPENDENCE ON MANAGEMENT AGREEMENTS,
THE PAS AND AFFILIATED DENTISTS, THE REIMBURSEMENT RATES FOR DENTAL SERVICES,
GOVERNMENT REGULATION, AND OTHER RISKS DETAILED IN THE COMPANY'S SECURITIES AND
EXCHANGE COMMISSION FILINGS.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

We do not utilize financial instruments for trading purposes and hold no
derivative financial instruments which could expose us to significant market
risk. Our interest expense is sensitive to changes in the general level of
interest rates as our credit facility has interest rates based upon market LIBOR
or prime rates, as discussed in Note 5 to the condensed consolidated financial
statements. To mitigate the impact of fluctuations in market rates, we purchase
fixed interest rates for periods of up to 180 days on portions of the
outstanding credit facility balance.

At March 31, 2000, we had $83.4 million in floating rate debt under the credit
facility. The detrimental effect on our pre-tax earnings of a hypothetical 100
basis point increase in the interest rate under the credit facility would have
been approximately $0.2 million for the three-months ended March 31, 2000. This
sensitivity analysis does not consider any actions we might take to mitigate our
exposure to such a change in the credit facility rate. The hypothetical change
used in this analysis may be different from what actually occurs in the future.
Our remaining subordinated notes and long-term debt obligations of $42.2 million
are at fixed rates of interest.

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

The Company was named as a defendant in a malpractice case filed in superior
court in Clark County, Washington against one of the PAs and an orthodontist
employed thereby. The plaintiff sought damages in excess of $10 million due to
alleged negligence on the part of the orthodontist and alleging the orthodontist
acted as an employee of the Company. The case was brought before a jury in
February 2000 in which the jury returned a verdict in favor of the orthodontist,
and consequently the PA and the Company.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

On January 28, 2000, the Company issued 31,777 shares of common stock as
additional earn-out consideration for the acquisition of assets of a dental
practice. The issuance of the shares was exempt from registration under Section
4(2) of the


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<PAGE>

Securities Act of 1933 and Rule 506 of Regulation D thereunder because the
purchaser was an accredited investor within the meaning of Rule 501.

On February 4, 2000, the Company issued 6,788 shares of common stock as
additional consideration for the acquisition of assets of a dental practice. The
issuance of the shares was exempt from registration under Section 4(2) of the
Securities Act of 1933 and Rule 506 of Regulation D thereunder because the
purchaser was an accredited investor within the meaning of Rule 501.

The Company's senior lender currently prohibits the payment of cash dividends.

ITEM 5.  OTHER INFORMATION

The 2000 Annual Meeting of Stockholders of the Company was held on April 20,
2000. Eric Green, Paul H. Keckley and Curtis Lee Smith Jr. were re-elected as
Class I directors for a three-year term. The shareholders also approved the
following proposals: (a) the Amended and Restated InterDent, Inc. 1999 Stock
Incentive Plan; (b) the InterDent, Inc. Employee Stock Purchase Plan of 1999;
(c) the InterDent, Inc. Dental Professional Stock Purchase Plan of 1999, and
(d) ratified the selection of KPMG LLP as the Company's independent auditors
for the year 2000.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits.

10.1     Credit Agreement, dated as of March 31, 2000 (the "Credit Agreement"),
         by and among Gentle Dental Service Corporation, Gentle Dental
         Management, Inc., and Dental Care Alliance, Inc. as borrowers (the
         "Borrowers"), certain InterDents's subsidiaries, as guarantors (the
         "Guarantors"), the financial institutions signatory thereto, as
         lenders, Union Bank of California, N.A., as administrative agent (the
         "Administrative Agent"), and The Chase Manhattan Bank, as syndication
         agent (the "Syndication Agent").

10.2     Amendment Agreement No. 3 to the Amended and Restated Credit Agreement,
         dated as of March 31, 2000, by and among the Borrowers, the Guarantors,
         the financial institutions signatory thereto, as lenders, the
         Administrative Agent and the Syndication Agent.

10.3     Amended and Restated Guaranty, dated as of March 31, 2000, by
         InterDent, Inc. in favor of the Administrative Agent.

27.1     Financial Data Schedule.


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<PAGE>


                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                                       INTERDENT, INC.
                                             -----------------------------------
                                                        (Registrant)

Date:        May 12, 2000                 By:       \s\ NORMAN R. HUFFAKER
     ------------------------------          -----------------------------------
                                                        Norman R. Huffaker
                                                        Chief Financial Officer




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