INTENSIVA HEALTHCARE CORP
10-Q, 1997-11-12
SKILLED NURSING CARE FACILITIES
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<PAGE>   1
                                  FORM 10-Q
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549
                         __________________________

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

              FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997

                                     OR

           [  ] 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 000-21505

                      INTENSIVA HEALTHCARE CORPORATION
           ------------------------------------------------------
           (Exact name of registrant as specified in its charter)

     DELAWARE                                                   43-1690769
- --------------------------------------------------------------------------------
(State or other jurisdiction of                         (I.R.S.  Employer
incorporation or organization)                          Identification No.)

          7733 FORSYTH BLVD., 8TH FLOOR, ST.  LOUIS, MISSOURI 63105
          ---------------------------------------------------------
            (Address of principal executive offices)  (Zip Code)
                               (314) 725-0112
                               --------------
            (Registrant's telephone number, including area code)

____________________
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes [X] No [  ]

The number of shares outstanding of the registrant's Common Stock, par value
$0.001 per share, at October 31, 1997, was 9,954,312 shares.

                                                                        Page 1

<PAGE>   2

                       PART I -- FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                        INTENSIVA HEALTHCARE CORPORATION
                                AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                        SEPTEMBER 30,
                                                            1997       DECEMBER 31,
                       ASSETS                            (UNAUDITED)       1996
                                                        -------------  ------------
<S>                                                    <C>            <C>
Current assets:
  Cash and cash equivalents                             $     388,849  $  2,884,977
  Short-term investments                                    2,583,594    12,987,220
  Accounts receivable, less allowance for doubtful
    accounts of $1,492,000 and $1,270,000, 
    respectively                                           22,028,353     7,579,922
                                                                                   
  Inventories                                                 417,106       254,177
  Prepaid expenses                                            350,190       583,204
                                                        -------------  ------------
          Total current assets                             25,768,092    24,289,500
                                                          
Property and equipment, net                                 6,272,000     3,434,560          
Organizational and preopening costs, net                      325,375       147,117          
Other assets                                                  990,943       593,185          
                                                        =============  ============             
                                                        $  33,356,410  $ 28,464,362          
                                                        =============  ============

        LIABILITIES AND STOCKHOLDERS' EQUITY                                                  

Current liabilities:
  Current installments of long-term obligations         $     725,201  $    484,966          
  Accounts payable and accrued expenses                     5,460,298     3,077,326 
  Accrued salaries, wages and benefits                      1,708,927     1,036,071        
                                                        -------------  ------------               
          Total current liabilities                         7,894,426     4,598,363
         
Long-term obligations, less current installments            1,386,368       634,781                                                
Deferred rent expense                                       1,108,466     1,085,300          

Stockholders' equity:                                                                           
  Common stock, $0.001 par value, 70,000,000                                                    
   shares authorized, 9,954,312 shares issued                                                                                    
   and outstanding                                              9,954         9,905 
  Additional paid-in capital                               30,192,483    30,184,544  
  Accumulated deficit                                      (7,235,287)   (8,048,531) 
          Total stockholders' equity                       22,967,150    22,145,918
                                                        -------------  ------------
                                                        $  33,356,410  $ 28,464,362
                                                        =============  ============          

</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                                                        Page 2

<PAGE>   3


                       INTENSIVA HEALTHCARE CORPORATION
                                AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)




<TABLE>
<CAPTION>
                                                 THREE MONTHS ENDED                      NINE MONTHS ENDED
                                                    SEPTEMBER 30,                          SEPTEMBER 30,
                                             1997                  1996             1997                  1996
                                        --------------------------------------------------------------------------
<S>                                     <C>                    <C>              <C>                  <C>
Net patient service revenues            $  19,495,330          $  4,663,056     $ 46,154,593         $  10,739,131
                                                                                                     
Costs and expenses:                                                                                  
  Operating expenses                       16,796,644             5,105,534       39,692,260            11,410,346          
  General and administrative                1,215,239               761,755        3,415,799             2,085,503         
  Provision for doubtful accounts             370,002                88,159        1,428,960               238,195
  Depreciation and amortization               426,725               331,281        1,033,237               580,160  
                                        -------------          ------------     ------------         -------------
     Total costs and expenses              18,808,610             6,286,729       45,570,256            14,314,204
                                        -------------          ------------     ------------         -------------   
     Operating income (loss)                  686,720            (1,623,673)         584,337           (3,575,073)                  
Interest income                                74,282                45,790          399,540              281,391        
Interest expense                              (59,722)              (18,860)        (170,633)             (53,032)        
                                        -------------          ------------     ------------         ------------
     Net income (loss)                  $     701,280          $ (1,596,743)    $    813,244         $ (3,346,714)        
                                        =============          ============     ============         ============
Income (loss) per share                 $        0.07          $     (0.23)     $       0.08         $      (0.48)  
                                        =============          ============     ============         ============
Weighted average outstanding shares        10,508,328             7,030,062       10,474,857            7,030,062  
                                        =============          ============     ============         ============   
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


  
                                                                          Page 3
       
<PAGE>   4


                       INTENSIVA HEALTHCARE CORPORATION
                                AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)

<TABLE>
<CAPTION>

                                                                        NINE MONTHS ENDED
                                                                           SEPTEMBER 30,
                                                                        1997          1996
                                                                        ----          ----
<S>                                                              <C>             <C>
Cash flows from operating activities:
  Net income (loss)                                                $    813,244   $ (3,346,714)         
  Adjustments to reconcile net income (loss) to net cash                                                
   used in operating activities:                                                                
    Depreciation and amortization                                     1,033,237        580,160          
    Provision for doubtful accounts                                   1,428,960        238,195          
    Increase in accounts receivable                                 (15,877,391)    (4,586,232)          
    Decrease (increase) in inventories, prepaid expenses                                                    
     and other assets                                                    74,284       (633,406)          
    Increase in accounts payable and accrued expenses                 2,382,972      1,397,353          
    Increase in accrued salaries, wages and benefits                    672,856        433,549          
    Increase in deferred rent expense                                    23,166        536,647          
                                                                   ------------    ----------- 
   Net cash used in operating activities                             (9,448,672)    (5,380,448)          
                                                                   ------------    ----------- 
Cash flows from investing activities:                   
  Additions to property and equipment                                (2,517,280)    (2,243,745)          
  Proceeds from sale of equipment                                             -        337,792          
  Organizational and preopening costs                                  (382,648)      (127,358)          
  Sales and maturities of short-term investments                     10,403,626              -          
                                                                   ------------    -----------             
   Net cash provided by (used in) investing activities                7,503,698     (2,033,311) 
                                                                   ------------    ----------- 
                                                           
Cash flows from financing activities:                                                                   
  Payments on long-term obligations                                    (559,142)      (289,706)          
  Repayment of note payable - stockholder                                     -       (265,200)          
  Proceeds from issuance of common and preferred stock                    7,988             22          
                                                                   ------------    ----------- 
    Net cash used in financing activities                              (551,154)      (554,884)          
                                                                   ------------    ----------- 
    Decrease in cash and cash equivalents                            (2,496,128)    (7,968,643)

Cash and cash equivalents, beginning of period                        2,884,977     11,261,422          
                                                                   ------------    -----------
Cash and cash equivalents, end of period                               $388,849     $3,292,779          
                                                                   ============    ===========
Supplemental cash flow information - cash paid for                                                      
interest                                                               $170,633        $53,032          
                                                                   ============    ===========
Supplemental information - noncash activity:                                                            
  Acquisition of equipment through capital leases                  $  1,540,381    $   897,416
                                                                   ============    ===========
</TABLE>
            
     See accompanying notes to condensed consolidated financial statements.


                                                                        Page 4

<PAGE>   5

                       INTENSIVA HEALTHCARE CORPORATION
                               AND SUBSIDIARIES

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (UNAUDITED)



(1)  Basis of Presentation
     The condensed consolidated balance sheet as of September 30, 1997, the
     related condensed consolidated statements of operations for the three and
     nine month periods ended September 30, 1997 and 1996, and the condensed
     consolidated statements of cash flows for the nine month periods ended
     September 30, 1997 and 1996 contained in this Form 10-Q, which are
     unaudited, include the accounts of Intensiva HealthCare Corporation and its
     wholly-owned subsidiaries ("Intensiva" or the "Company").  All significant
     intercompany accounts have been eliminated in consolidation.  In the
     opinion of management, all adjustments, consisting of normal recurring
     items,  necessary for a fair presentation of such financial statements have
     been included.  The results of operations for the three and nine month
     periods ended September 30, 1997 are not necessarily indicative of the
     results to be expected for the year ended  December 31, 1997.

     The condensed consolidated financial statements do not include all
     information and footnotes necessary for a complete presentation of
     financial position, results of operations and cash flows in conformity with
     generally accepted accounting principles.  Reference is made to the
     Company's audited consolidated financial statements and the related notes,
     included in the registrant's annual report on Form 10-K for the year
     ended December 31, 1996.

(2)  Net Income (Loss) Per Share
     The Company's per share calculations are based upon the weighted average
     number of shares of common stock outstanding. Shares issuable upon the
     exercise of stock options or conversion of convertible preferred stock have
     been included in historical per share amounts if the effect of their
     inclusion is dilutive.

     In connection with the Company's completion of an initial public
     offering (the "Offering") on October 10, 1996, each one share of the
     5,697,962 shares of the Company's Series A and Series B convertible
     preferred stock was converted into 5.5 shares of common stock immediately
     prior to the offering.  Accordingly, pro forma loss per share, as if the
     shares issued upon the conversion had been outstanding since the beginning
     of the respective periods, has been presented in the condensed
     consolidated financial statements for the three and nine month  periods
     ended September 30, 1996.








                                                                        Page 5

<PAGE>   6

     In February 1997, Statement of Financial Accounting Standards No. 128
     (SFAS 128), "Earnings Per Share," was issued and establishes new standards
     for computing and presenting earnings per share.  The historical measures
     of earnings per share (primary and fully diluted) are replaced with two
     new computations of earnings per share (basic and diluted).  The Company
     will adopt SFAS 128 as of December 31, 1997.  Income (loss) per share, on
     a pro forma basis, for the three and nine month periods ended September
     30, 1997 and 1996, computed pursuant to the provisions of SFAS 128, would
     have been as follows:

<TABLE>
<CAPTION>


                                      Three Months Ended        Nine Months Ended
                                          September 30,           September 30,
                                      1997           1996        1997        1996
                                      ----           ----        ----        ----
<S>                                   <C>           <C>          <C>       <C>     
Basic income (loss) per share          $0.07         $(0.23)      $0.08     $(0.48)
Diluted income (loss) per share        $0.07         $(0.23)      $0.08     $(0.48)
</TABLE>                                                                  


(3)  Income Taxes
     The Company utilized net operating loss carryforwards to offset taxable
     income for the three and nine months ended September 30, 1997.

(4)  Reclassifications
     Certain prior year amounts have been reclassified to conform with current
     year presentation.

                                                                        Page 6

<PAGE>   7


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

Overview

     Intensiva provides highly specialized, acute long-term care for critically
ill or injured patients who require intensive medical monitoring and treatment,
and who often have multiple medical conditions and are medically unstable.  The
Company provides high quality, cost effective, specialized care for its
patients, who typically require an average length of stay of greater than 25
days in an intensive inpatient setting.  Intensiva's medical staffs provide
specialized medical services, as well as nursing and respiratory care, and the
Company is developing disease-specific pathways to treat pulmonary, cancer,
renal and cardiac conditions, among others.  The Company's clinical programs
utilize specialized staff, equipment and protocols for the treatment of its
patients.

     Intensiva leases underutilized space from general acute care hospitals
("Host Hospitals") in underserved secondary markets, creating a separate
"hospital within a hospital." By leasing space from the Host Hospital,
Intensiva is able to minimize capital and overhead costs,  including the costs
to purchase and operate the physical plant and certain expensive medical and
diagnostic equipment.  The Company is able to purchase certain services from
its Host Hospitals, such as laboratory and radiology (MRI, CAT Scan, X-Ray), as
well as hotel services such as laundry, housekeeping, dietary and property
management.  The Company's business model provides for each of its specialized
hospitals to become certified by Medicare as "long-term care hospitals" exempt
from PPS after approximately seven months of operations.  This exemption will
enable the hospitals to receive cost-based reimbursement (subject to the limits
discussed below), which the Company believes is more appropriate given the
medical condition of its patients.  In addition, the Company's business model
anticipates a payor mix that includes both non-governmental and governmental
payors.  The Company is reimbursed by non-governmental payors on per diem, per
discharge or other capitated forms of payment, fee for service arrangements or
negotiated charges.

     Included in the Balanced Budget Act of 1997 (the "Act") were sections
amending provisions relating to Medicare reimbursement for long-term care
hospitals.  The Act imposes various caps and reductions on Medicare
reimbursement, including a maximum reimbursement rate of $18,947 per discharge
for facilities that obtain certification as a long-term care hospital on or
after October 1, 1997 and a 15 percent reduction in reimbursement for capital
costs.  Facilities certified as long-term care hospitals prior to October 1,
1997 have a reimbursement cap of $37,688 per discharge.  The Company believes
it is a low-cost provider of quality long-term care and, accordingly, it
believes that it is well-positioned to respond to these changes in Medicare
reimbursement.

     Operations begin approximately four to five months after an agreement is
executed with a Host Hospital.  During the qualification period, the Company
spends approximately one million dollars per facility on renovation costs,
equipment purchases, pre-opening costs and working capital before the facility
becomes eligible for certification as a long-term care hospital.  Patient
volumes are lower during the qualification phase while physicians, case
managers, and payors are educated as to the benefits of the Company's clinical
services.

     As of September 30, 1997, the Company operated fifteen facilities in six
states.  In addition, as of September 30, 1997, the Company had signed
agreements involving three other facilities, one of which the Company
anticipates will begin operations during the last quarter of 1997.


                                                                        Page 7

<PAGE>   8


Sources of Revenues

     The Company receives payment for health care services from
non-governmental payors such as managed care organizations (e.g. preferred
provider and health maintenance organizations) and other commercial health
insurance carriers (e.g. traditional indemnity insurance plans), and the
federal government and state governments under the Medicare, Medicaid and other
governmental programs.  Consistent with initiatives to control health care
costs, the Company generally negotiates payments with non-governmental payors
based upon the type and extent of services to be provided to individual
patients.  The following table sets forth the approximate percentages of the
Company's net patient service revenues derived from the specified payor sources
indicated:


<TABLE>
<CAPTION>


                                            Three Months Ended            Nine Months Ended
                                                September 30,               September 30,
                                           1997           1996         1997           1996
                                           ----           ----         ----           ---- 
<S>                                        <C>       <C>            <C>             <C>   
Medicare                                      78.5%       70.5%         78.9%           69.3%
Medicaid                                       4.2         0.1           2.5             1.3
Indemnity and other insurance providers       10.3        14.8           8.6            16.4
HMO                                            4.0         2.0           3.1             2.4
PPO                                            1.9        11.3           6.3             7.9
Other negotiated arrangements                  1.1         1.3           0.6             2.7
                                             -----       -----         -----           ----- 
                                             100.0%      100.0%        100.0%          100.0%
                                             =====       =====         =====           =====
</TABLE>

     The increase in Medicare net revenues as a percentage of total net
revenues is primarily attributable to the addition of new facilities in the
early stages of operation.  The Company historically experienced a trend toward
higher percentages of Medicare patients in the early months of operation.  The
decrease in indemnity and other insurance net revenues as a percentage of total
net revenues corresponds to the net increase in Medicare revenues as noted
above.

Results of Operations

     Net Patient Service Revenues.  Net patient service revenues for the three
and nine month periods ended September 30, 1997 increased $14.8 million, or
318.1%, and $35.4 million, or 329.8%, respectively, from the comparable periods
in 1996. This growth is primarily a result of the increase in the number of
operational facilities, as the Company had fifteen operational facilities at
September 30, 1997 as compared to seven operational facilities at September 30,
1996.  In addition, increased census at maturing facilities has been a
significant factor in the increase in net patient service revenues.

     Operating Expenses.  Operating expenses for the three and nine month
periods ended September 30, 1997 increased $11.7 million, or 229.0%, and $28.3
million, or 247.9%, respectively, from the comparable periods in 1996.  This
increase is also attributable to the increased number of operational facilities
at September 30, 1997 and growth in census during the period.  As a percentage
of net revenues, operating expenses for the three months ended September 30,
1997 decreased to 86% from 110% for the comparable period in 1996.  The Company
expects this percentage to continue to decline as its new facilities mature.

     General and Administrative Expenses.  General and administrative expenses
for the three and nine month periods ended September 30, 1997 increased
$450,000, or 59.5%, and $1.3 million, or 63.8%, respectively, from the
comparable periods in 1996.  The increase in expenses was primarily
attributable to

                                                                        Page 8

<PAGE>   9

salaries, related payroll taxes, and employee benefits relating to additional
personnel retained to support the Company's growth strategy.  As a percentage
of net revenues, general and administrative expenses for the three months ended
September 30, 1997 decreased to 6.2% from 16.3% for the comparable period in
1996. The percentage for the third quarter of 1997 represents a slight decrease
from the percentage for the second quarter of 1997 (8.3%) which is indicative
of the Company continuing to achieve economies of scale.

     Provision for Doubtful Accounts.  The provision for doubtful accounts for
the three and nine month periods ended September 30, 1997 increased $280,000,
or 319.7%, and $1.2 million, or 499.9%, respectively, from the comparable
periods in 1996.  The increase in the provision in 1997 compared to 1996 is
directly attributable to the growth in net revenues, as the provision as a
percentage of net revenues was 1.9% in both the third quarter of 1997 and 1996.

     Depreciation and Amortization.  Depreciation and amortization for the
three and nine month periods ended September 30, 1997 increased $95,000, or
28.8%, and $450,000, or 78.1%, respectively, from the comparable periods in
1996.  The increase relates to the acquisition of additional property and
equipment and the amortization of a computer software license and
organizational and pre-opening costs associated with the fifteen open
facilities at September 30, 1997.

     Income Taxes. The Company utilized net operating loss carryforwards to
offset taxable income for the three and nine months ended September 30, 1997.

Selected Quarterly Financial Results

     The Company's quarterly financial position and results of operations have
fluctuated due to its emergence from development stage status in March 1995 and
the opening of facilities and the obtaining of PPS-exempt status for such
facilities since November 1995 through the first half of 1997.  The following
table presents unaudited quarterly operating results for each of the eight
quarters in the period from October 1, 1995 through September 30, 1997.  The 
Company believes that all necessary adjustments have been included in the 
amounts stated below to present fairly the following selected quarterly 
information when read in conjunction with the financial statements included 
elsewhere in this Form 10-Q.



<TABLE>
<CAPTION>
  
                                                     Three Months Ended
                         Dec 31,  Mar 31,  June 30,  Sept 30,  Dec 31,  Mar 31,  June 30,  Sept 30,
                          1995     1996      1996      1996     1996     1997      1997      1997
                          ----     ----      ----      ----     ----     ----      ----      ----
                                                   (dollars in thousands)
<S>                      <C>      <C>      <C>       <C>       <C>      <C>      <C>       <C>
Net revenue                 $864   $2,509    $3,567    $4,663   $8,009  $12,400   $14,259   $19,495
Operating income (loss)    (919)    (834)   (1,118)   (1,623)  (1,780)    (227)       125       687
Net income (loss)          (875)    (729)   (1,021)   (1,597)  (1,639)     (86)       198       701

</TABLE>

Liquidity and Capital Resources

     Through September 1997, the Company has financed its operations primarily
through proceeds from the sale of the Company's equity securities.  Cash flows
from operations have not been sufficient to support ongoing operations
primarily due to the time lag that is required in obtaining Medicare provider
numbers at new facilities and the continuing development of new facilities in
accordance with the

                                                                        Page 9

<PAGE>   10

Company's growth strategy.  On October  10, 1996, the Company completed its
initial public offering which, together with the underwriters' exercise of its
over-allotment option, resulted in net proceeds to the Company of $15.3
million.

     Cash flows used in investing activities have consisted primarily of
capital renovations, equipment purchases, and organizational and pre-opening
costs incurred prior to providing patient services at each new facility.  Cash
has been used in financing activities primarily for payments on borrowings
under capital leases.

     Capital expenditures totaled $2.5 million and $2.2 million for the nine
month periods ended September 30, 1997 and 1996, respectively.  Additional
equipment acquired through capital leases totaled $1,540,000 and $897,000 for
the nine month periods ended September 30, 1997 and 1996, respectively.

     During March 1996, the Company entered into a sale-leaseback agreement
with a third party to take advantage of favorable borrowing rates and to
maintain liquidity.  The third party received warrants to purchase 15,950
shares of common stock as a part of the transaction.  The net book value of
assets sold and subsequently leased under this agreement totaled $342,244.  Net
proceeds were $337,792, resulting in a net loss of $4,452.  As part of this
agreement, the Company obtained a $1 million line of credit from the third
party to finance additional capital expenditures.  In May 1997, this agreement
was amended to increase the line of credit to $1.5 million.  Unutilized
borrowing capacity under the line of credit was approximately $416,000 at
September 30, 1997.

     The accounts receivable balances at September 30, 1997 increased $14.4
million from December 31, 1996. The majority of the increase is a result of
increased census at the Company's facilities and the time lag required in
obtaining new Medicare provider numbers from the Medicare fiscal intermediaries
once a facility opens and upon completion of the qualification period.  The
time lag can result in initial Medicare payments being received in excess of
six months after a facility opens.  Of the fifteen facilities operating as of
September 30, 1997, ten have received certification as long-term care hospitals
and nine have received long-term care provider numbers.  Of the nine facilities
that have received provider numbers, three had just begun to receive payments
from Medicare by September 30, 1997.  The Company anticipates that it will
ultimately receive long-term care certification and provider numbers for all
existing facilities.

     Working capital at September 30, 1997 was $17.9 million, representing a
decrease of $1.8 million from December 31, 1996.  The decrease was primarily
attributable to the funding of current operations and the funding of capital
renovations and pre-opening costs for the five facilities that have opened
since June 1997.

     The Company leases space from Host Hospitals under operating lease
agreements having initial terms of five or more years.  The Company leases
corporate office space under a noncancellable operating lease which expires in
the year 2002.  Minimum annual lease payments on noncancellable operating
leases with maturities in excess of one year are as follows: $6.5 million in
1998, $6.7 million in 1999, $6.7 million in 2000, $6.3 million in 2001 and $6.3
million thereafter.

     On November 7, 1997, the Company entered into a Loan and Security
Agreement to obtain a $20 million revolving credit facility that will be
secured by the Company's accounts receivable and other assets. The Loan and
Security Agreement, which will mature on October 31, 2000, provides for maximum
borrowings up to the lesser of the activated loan amount (currently $10
million) or the Borrowing Base, as defined, and bears interest at either the
higher of (i) the prime rate or federal funds rate plus .25%, or (ii) the

                                                                        Page 10

<PAGE>   11

30 day LIBOR rate plus 2.5%. Borrowings under the revolving credit facility
will be used primarily to fund the Company's working capital requirements.

     The Company believes that its current cash and cash equivalents and
short-term investments, together with borrowings under the revolving credit
facility, will be sufficient to fund its continued development and meet
anticipated cash needs of the Company into the foreseeable future.

Health Care Legislation

     Legislation respecting Medicare reimbursement of long-term care hospitals
was enacted and signed into law as part of the Balanced Budget Act of 1997 (the
"Act").  The Act imposes various caps and reductions on Medicare reimbursement,
but did not create a direct moratorium on opening new long-term care hospitals.
The Company believes it is a low-cost provider of quality long-term care and,
accordingly, it believes that it is well-positioned to respond to these changes
in Medicare reimbursement.

Forward Looking Statements

     Certain of the statements made herein are forward looking statements, as
that term is defined under the Private Securities Litigation Reform Act of 1995
and releases by the Securities and Exchange Commission.  The Company cautions
readers that actual results could be materially different as a result of
various possibilities and differences between anticipated and actual
developments.  Factors that could cause actual results to differ from
anticipated results include, but are not limited to, changes in health care
regulation and/or health care reform, changes in the regulation of
relationships among health care providers, difficulty in obtaining necessary
licenses or certifications, ability to collect accounts receivable, changes in
reimbursement policies or procedures, changes in payor mix, changes in referral
source practices, changes in relationships with Host Hospitals and/or the
leases with such Host Hospitals, competition, and the adequacy of professional
liability insurance.  The Company undertakes no obligation to publicly release
the results of any revisions to any forward looking statements contained herein
which may be made to reflect events or circumstances after the date hereof or
to reflect the occurrence of unanticipated events.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
   Not applicable.

                                                                        Page 11

<PAGE>   12



                          PART II -- OTHER INFORMATION



ITEM 1.  LEGAL PROCEEDINGS

         There are no reportable proceedings.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         (a) Not applicable.

         (b) Not applicable.

         (c) Not applicable

         (d) Not applicable

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         (a) Not applicable.

         (b) Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

         Not applicable.

ITEM 5.  OTHER INFORMATION

         Not applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a) See Exhibit Index for list of Exhibits.

         (b) Not applicable.



                                                                        Page 12

<PAGE>   13



                                   SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                INTENSIVA HEALTHCARE CORPORATION




Date:   November 12, 1997         By    /s/ John P.  Keefe
                                    -------------------------------------------
                                    John P.  Keefe, Chief Financial Officer
                                    (Principal Financial and Accounting Officer)






                                                                        Page 13

<PAGE>   14

                                EXHIBIT INDEX





EXHIBIT                
NUMBER          EXHIBIT
- ------          -------

 27.1           Financial Data Schedule


                                                                        Page 14



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM INTENSIVA
HEALTHCARE CORPORATION'S CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE
NINE MONTHS ENDED SEPTEMBER 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BE
REFERENCE TO SUCH STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               SEP-30-1997
<CASH>                                         388,849
<SECURITIES>                                 2,583,594
<RECEIVABLES>                               23,520,353
<ALLOWANCES>                                 1,492,000
<INVENTORY>                                    417,106
<CURRENT-ASSETS>                            25,768,092
<PP&E>                                       7,425,384
<DEPRECIATION>                               1,153,384
<TOTAL-ASSETS>                              33,356,410
<CURRENT-LIABILITIES>                        7,894,426
<BONDS>                                              0
                                0
                                          0
<COMMON>                                         9,954
<OTHER-SE>                                  22,957,196
<TOTAL-LIABILITY-AND-EQUITY>                33,356,410
<SALES>                                              0
<TOTAL-REVENUES>                            46,154,593
<CGS>                                                0
<TOTAL-COSTS>                               39,692,260
<OTHER-EXPENSES>                             3,415,799
<LOSS-PROVISION>                             1,428,960
<INTEREST-EXPENSE>                             170,633
<INCOME-PRETAX>                                813,244
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            813,244
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   813,244
<EPS-PRIMARY>                                     0.08
<EPS-DILUTED>                                     0.08
        

</TABLE>


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