INTEGRA INC
10-Q, 1999-05-14
SPECIALTY OUTPATIENT FACILITIES, NEC
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<PAGE>   1


                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

(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, 1999
                                                 --------------

                                       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     1-13177
                       ---------------  

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

          Delaware                                        13-3605119
- -------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


1060 First Avenue - Suite 410
King of Prussia, PA                                         19406     
- ----------------------------------------                 ----------
(Address of principal executive offices)                 (Zip Code)

(610) 992-2600                                             
- ----------------------------------------------------
(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   .
                                      ---    ---

As of May 5, 1999, Integra, Inc. had 10,138,552 shares of common stock, $0.01
par value, outstanding.



                                    1 of 17
<PAGE>   2


                                  INTEGRA, INC.
                    FORM 10-Q - QUARTER ENDED MARCH 31, 1999

                                      INDEX

<TABLE>
<CAPTION>
 FORM 10-Q                      FORM 10-Q                                                           FORM 10-Q
  PART NO:                       ITEM NO.            DESCRIPTION                                     PAGE NO. 
  --------                       --------            -----------                                     -------- 
<S>                            <C>                   <C>                                            <C>    
I.                                                   FINANCIAL INFORMATION

                                    1.               Financial Statements

                                                     -        Consolidated Statements of
                                                              Operations for the Three Months
                                                              Ended March 31, 1999 and 1998               3

                                                     -        Consolidated Balance Sheets
                                                              as of March 31, 1999 and
                                                              December 31, 1998                           4

                                                     -        Consolidated Statements of
                                                              Cash Flows for the Three Months
                                                              Ended March 31, 1999 and 1998               5

                                                     -        Consolidated Statement of
                                                              Changes in Stockholders' Equity
                                                              for the Three Months Ended
                                                              March 31, 1999                              6

                                                     -        Notes to Consolidated Financial
                                                              Statements                                  7

                                    2.      Management's Discussion and Analysis of
                                            Financial Condition and Results of Operations                 9

II.                                         OTHER INFORMATION

                                    1.      Legal Proceedings                                             14
                                    6.      Exhibits and Reports on Form 8-K                              15

                           Signatures                                                                     16

                           Index to Exhibits                                                              17
</TABLE>





                                    2 of 17
<PAGE>   3


                                  INTEGRA, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
             (DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                            Three Months Ended
                                                                                 March 31,
                                                                    ----------------------------------
                                                                        1999                   1998
                                                                    ------------          ------------
<S>                                                                 <C>                   <C>
Net revenues:
  Patient service revenue                                                                 $     12,565
  Premium revenue                                                   $      6,356                 2,839
                                                                    ------------          ------------

       Total net revenues                                                  6,356                15,404
                                                                    ------------          ------------

Cost of revenues:
  Patient service costs                                                                         10,126
  Premium service costs                                                    4,212                 1,734
                                                                    ------------          ------------

       Total cost of revenues                                              4,212                11,860
                                                                    ------------          ------------

Gross profit                                                               2,144                 3,544

Selling and administrative expenses                                        1,287                 2,493

Provision for doubtful accounts                                                                    770

Amortization of intangible assets and excess cost over fair
  value of net assets acquired                                               121                   420
                                                                    ------------          ------------

Income (loss) from operations                                                736                  (139)

Interest expense, net                                                         10                   310
                                                                    ------------          ------------

Income (loss) before income taxes                                            726                  (449)

Provision for income taxes                                                    31                    32
                                                                    ------------          ------------

Net income (loss)                                                   $        695          $       (481)
                                                                    ============          ============

Basic and diluted net income (loss) per
  common share                                                      $       0.07          $      (0.05)
                                                                    ============          ============

Weighted averaged shares outstanding:
  Basic                                                               10,138,552            10,062,736
                                                                    ============          ============
  Assuming dilution                                                   10,528,748            10,062,736
                                                                    ============          ============
</TABLE>





                                    3 of 17
<PAGE>   4


                                  INTEGRA, INC.

                           CONSOLIDATED BALANCE SHEETS
                    (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)


<TABLE>
<CAPTION>
                                                                                     March 31,        December 31,
                                 ASSETS                                                1999               1998
                                                                                     --------           --------
Current assets:                                                                    (Unaudited)
<S>                                                                                  <C>                <C>     
  Cash and cash equivalents                                                          $  1,346           $  2,452
  Accounts receivable, net of allowance for doubtful
     accounts of $71 in 1999 and $73 in 1998                                            1,082                591
  Other accounts receivable                                                               294                531
  Other current assets                                                                    418                442
                                                                                     --------           --------

     Total current assets                                                               3,140              4,016

Property and equipment, net of accumulated amortization of $983 in 1999
  and $833 in 1998                                                                      1,750              1,683
Intangible assets and excess cost over fair value of net assets
  acquired, net of accumulated amortization of $1,324 in 1999 and
  $1,203 in 1998                                                                       10,199             10,320
Other assets, net                                                                          50                 16
                                                                                     --------           --------
                                                                                     $ 15,139           $ 16,035
                                                                                     ========           ========
                  LIABILITIES AND STOCKHOLDERS' EQUITY 
Current liabilities:
  Current portion of long-term debt                                                  $    113           $    413
  Accounts payable                                                                        109                594
  Accrued expenses and other current liabilities                                        8,899              8,547
                                                                                     --------           --------
     Total current liabilities                                                          9,121              9,464

Long-term debt                                                                                             1,250
Other long-term liabilities                                                                                    3
Deferred income tax liability                                                             356                356
                                                                                     --------           --------
     Total liabilities                                                                  9,477             11,073
                                                                                     --------           --------

Commitments and contingencies

Stockholders' equity:                                                                    
  Common stock, $.01 par value, 20,000,000 shares                                         101                101
    authorized; issued 10,138,552 in 1999 and 1998                                     
  Capital in excess of par value                                                       87,508             87,508
  Accumulated deficit                                                                 (81,947)           (82,642)   
  Deferred compensation                                                                     0                 (5)
                                                                                     --------           --------
     Total stockholders' equity                                                         5,662              4,962
                                                                                     ========           ========
                                                                                     $ 15,139           $ 16,035
                                                                                     ========           ========
</TABLE>





                                    4 of 17
<PAGE>   5


                                  INTEGRA, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                         Three months ended
                                                                                           March 31, 1999
                                                                                     --------------------------
                                                                                       1999              1998
                                                                                     -------           -------
<S>                                                                                  <C>               <C>     
Cash flows from operating activities:
  Net income (loss)                                                                  $   695           $  (481)
  Adjustments to reconcile net income (loss) to net cash
    provided by (used in) operations:
    Depreciation and amortization                                                        271               604
    Provision for doubtful accounts                                                                        770
  Changes in assets and liabilities, net of effects of businesses acquired:
     Increase in accounts receivable                                                    (491)             (716)
     Decrease in other current assets                                                     68               214 
     Decrease in accounts payable                                                       (485)             (465)
     Increase (decrease) in accrued expenses and other                                  
       current liabilities                                                             1,050              (301)
Increase in other assets and other liabilities                                           (31)              (75)
                                                                                      -------           -------    
         Net cash provided by (used in) operating                                     
           activities                                                                  1,077              (450)
                                                                                     -------           -------
Cash flows from investing activities:
   Additional payments for business acquired in prior years                             (416)           (1,265)  
   Net proceeds from disposition of businesses                                                             400     
   Purchases of property and equipment                                                  (217)             (136)  
                                                                                     -------           -------   

         Net cash used in investing activities                                          (633)           (1,001)
                                                                                     -------           -------

Cash flows from financing activities:
   Proceeds from borrowings                                                                              2,200
   Principal payments on long-term obligations                                        (1,550)             (965)
                                                                                     -------           -------

         Net cash (used in) provided by financing
           activities                                                                 (1,550)            1,235
                                                                                     -------           -------

Net decrease in cash and cash equivalents                                             (1,106)             (216)
Cash and cash equivalents at beginning of period                                       2,452             2,154
                                                                                     -------           -------
Cash and cash equivalents at end of period                                           $ 1,346           $ 1,938
                                                                                     =======           =======

Supplemental disclosures of cash flow information:
   Interest paid                                                                     $    26           $   382
                                                                                     =======           =======
   Income taxes paid                                                                 $   171           $    31
                                                                                     =======           =======
</TABLE>





                                    5 of 17
<PAGE>   6


                                  INTEGRA, INC.
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                        COMMON SHARES             CAPITAL IN                                    
                                    ------------------------      EXCESS OF        ACCUMULATED          DEFERRED
                                    NUMBER         PAR VALUE      PAR VALUE          DEFICIT          COMPENSATION        TOTAL
                                    ------         ---------      ---------          -------          ------------        -----
<S>                                 <C>            <C>            <C>              <C>                <C>                <C>
Balance at December 31, 1998        10,139           $101          $87,508          $(82,642)         $       (5)        $4,962
Amortization of deferred
  compensation                                                                                                 5              5
Net income                                                                               695                                695
                                    ------         ---------       -------          --------          ----------         ------
Balance at March 31, 1999 
  (unaudited)                       10,139           $101          $87,508          $(81,947)         $       --         $5,662
                                    ======         =========       =======          =========         ==========         ======
</TABLE>










                                    6 of 17
<PAGE>   7


                                  INTEGRA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 1999
             (Dollars in thousands, except share and per share data)
                                   (Unaudited)


NOTE 1 - BASIS OF PRESENTATION

         The accompanying consolidated financial statements are unaudited. These
statements have been prepared in accordance with the rules and regulations of
the Securities and Exchange Commission and should be read in conjunction with
the Company's consolidated financial statements and notes thereto for the year
ended December 31, 1998 included in its Form 10-K filed with the Securities and
Exchange Commission on March 30, 1999. Certain information and note disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to such
rules and regulations. In the opinion of Company management, the consolidated
financial statements for the unaudited interim periods presented include all
adjustments, consisting only of normal recurring adjustments, necessary to
present a fair statement of the results for such interim periods.

         Certain prior period amounts have been reclassified to conform to the
current period presentation.

         Operating results for the three month period ended March 31, 1999 are
not necessarily indicative of the results that may be expected for a full year
or any portion thereof.

NOTE 2 - INCOME TAXES

         The provision for income taxes is based on the Company's estimated
effective income tax rate for 1999. At December 31, 1998, the Company had net
operating loss carryforwards for federal income tax purposes of approximately
$36,000. The Company will only be able to use the net operating loss
carryforwards against future taxable earnings of the Company. In addition, as
specified in the Internal Revenue Code, the Company's ability to use certain of
the net operating loss carryforwards is limited as they were acquired by the
Company in a purchase of the stock of other companies. The carryforwards expire
in varying amounts through 2013. A valuation reserve has been established
against the potential future benefit of the net operating loss carryforwards and
other deferred tax assets.









                                    7 of 17
<PAGE>   8



                                  INTEGRA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 1999
             (Dollars in thousands, except share and per share data)
                                   (Unaudited)


NOTE 3 - ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

<TABLE>
<CAPTION>
                                                               March 31,      December 31,
                                                                 1999            1998
                                                                ------          ------
          <S>                                                  <C>            <C>   
          Medical claims and clinician fees                     $3,124          $1,359
          Acquisition and sale related costs                       605           1,070
          Salaries and vacation                                    498             614
          Restructuring costs                                      681           1,421
          Long-term care and provider billing reserves           3,018           3,018
          Other                                                    973             975
                                                                ------          ------
                                                                $8,899          $8,457
                                                                ======          ======
</TABLE>

         Medical claims and clinician fees payable primarily represents the
liability for healthcare services authorized or incurred and not yet paid by the
Company's managed behavioral healthcare business. Medical claims payable are
estimated based upon authorized healthcare services, past claim payment
experience for member groups, patient census data and other factors. Effective
January 1, 1999, the Company implemented coverage on a capitated contract in New
York State which covers over 350,000 members and is currently the Company's
largest contract. The Company estimates the medical claims payable for this
contract in a manner similar to it existing contracts, however, the Company has
not yet fully developed its own historical experience with this contract. As the
Company continues to provide coverage and pay claims for this contract,
management will make necessary revisions in the estimates used for medical
claims payable. While the Company believes the liability for medical claims
payable is adequate, actual results could differ from such estimates.











                                    8 of 17
<PAGE>   9



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

             (DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

OVERVIEW

         The Company provides managed behavioral healthcare services through
full and shared risk arrangements with employers, health plans and managed care
organizations to perform behavioral health services on a capitated per member
per month basis. In addition, the Company provides an array of managed
behavioral health services including: employee assistance programs; third party
clinical case management and claims administration. Integra's contract service
areas were principally concentrated in Connecticut, Delaware, Maryland, New
Jersey, New York, Pennsylvania, Rhode Island, Virginia and Tennessee.

SALE AND DIVESTITURE OF PATIENT SERVICE AND PROVIDER SEGMENT

         In December 1997, the Company announced its plans to sell and divest
its outpatient behavioral health group practice operations. The Company entered
into an agreement to sell substantially all of the assets of the outpatient
behavioral practice business (the "Sale"), except for practices located in the
Western region of the United States which the Company has sold or shut down. The
Sale was completed effective May 18, 1998 and resulted in the divestiture by the
Company of substantially all the assets and business of the Company's outpatient
behavioral health practices. As of December 31, 1997, the outpatient behavioral
health practice business accounted for approximately eight-four percent (84%) of
the assets of the Company (before the impact of the write down of assets held
for sale and the impact of the restructuring charge); and for the year ended
December 31, 1997, approximately eighty-three percent (83%) of the Company's net
revenues. As a result of the Sale, the Company is significantly smaller in terms
of revenues and assets. Patient service revenues and cost of revenues pertained
solely to the outpatient business and as a result of the exit of this segment,
the Company no longer performs direct patient service and hence has no patient
service revenues or patient service costs.

RESULTS OF OPERATIONS

PREMIUM REVENUE

         Premium revenue pertains to the Company's managed behavioral healthcare
business which maintains a portfolio of agreements with managed care
organizations and corporations to provide inpatient and outpatient behavioral
health services. Revenues are primarily generated by capitated managed
behavioral healthcare and employee assistance programs. The fees are defined by
contract and are primarily calculated on a fixed per member per month fee.
Revenues under these contracts are recorded in the month for which the member is
entitled to services. Generally, these membership contracts are on a one to
three year basis subject to cancellation by either party without cause at any
time with thirty to ninety days written notice.

         Premium revenues for the three-month period ended March 31, 1999
increased to $6,356 from $2,839 for the same period of the prior year. This
increase is primarily the result of one new contract in New York State for which
the Company implemented coverage on a capitated basis effective January 1, 1999.



                                    9 of 17
<PAGE>   10


PREMIUM SERVICE COSTS

         Premium service costs are primarily comprised of medical claims and
personnel costs associated with the Company's service delivery, support and
management of the Company's portfolio of behavioral healthcare contracts. The
Company estimates the medical claims cost of providing services under these
agreements, including a reserve for services incurred, but not reported, based
upon authorized services, past claim payment experience for member groups,
census data and other facts. The Company typically does not subcapitate the risk
of providing services under these contracts, but the Company arranges discounted
fee-for-service rates with independent inpatient and outpatient behavioral
health providers, which the Company manages.

         Under capitated contracts, the Company is responsible for ensuring
appropriate access to care and bears the risk for utilization levels and pricing
of the cost of services performed under these contracts. The Company believes
the future revenues under these contracts will exceed the costs of services it
will be required to provide under the terms of the contracts. An underestimation
in the utilization or price of services for these contracts could result in
material losses to the Company. Historically, Integra has managed these
capitated contracts profitably. The Company maintains no re-insurance against
the risk of loss under these contracts.

         The premium service costs increased to $4,212 for the three-months
ended March 31, 1999 from $1,734 for the same period in the prior year. This
increase is primarily a result of the coverage implemented on new contracts.

SELLING AND ADMINISTRATIVE EXPENSES

         Selling and administrative expenses are primarily comprised of
corporate office, sales and administration. Selling and administrative expenses
decreased to $1,287 for the three months ended March 31, 1999 from $2,493 for
the same period in 1998. The decrease is essentially a result of the impact of
operations sold and the downsizing of the corporate office.

PROVISION OF DOUBTFUL ACCOUNTS

         There was no provision for doubtful accounts for the three-month period
ended March 31, 1999 as compared to $770 for the comparable period in 1998. This
decrease is a result of the Sale and exit of the outpatient provider operations.
The Company's managed behavioral healthcare business has historically had
minimal provision for doubtful accounts.

INTEREST EXPENSE, NET

         Interest expense, net, decreased to $10 for the three months ended
March 31, 1999 from $310 for the same period in the prior year. This decrease is
primarily due primarily to the pay down of bank debt with proceeds from the Sale
which occurred in May 1998.






                                    10 of 17
<PAGE>   11


LIQUIDITY AND CAPITAL RESOURCES

         Net cash provided by operations was $1,077 for the three months ended
March 31, 1999, compared to net cash used in operations of ($450) for the same
period in the prior year. Cash and cash equivalents decreased to $1,346 at March
31, 1999 from $2,452 at December 31, 1998.

         At March 31, 1999 the Company had a working capital deficit of $5,981.
The deficit is primarily attributable to accrued liabilities of $4,304 which
pertain to the exit of the outpatient provider behavioral group practice
business and reserves established for long-term care and other provider billing
matters. Although these amounts are classified as current due to their nature,
the Company does not expect that all of these amounts will require payments in
the next year. The remainder of the Company's accrued liabilities are operating
in nature.

         The Company has established a Credit Facility with PNC Bank. At March
31, 1999, borrowing availability under this Credit Facility was approximately
$8,000. The Credit Facility is secured by substantially all of the assets of the
Company. If necessary, the Company will use its Credit Facility to fund working
capital requirements.

         As a result of the above, the Company believes that the cash flow
generated by the Company's operations together with its existing cash and
availability of additional borrowings under its Credit Facility will be
sufficient to meet the Company's cash requirements in 1999.

         The Company's current ratio, working capital and debt to equity ratio
are set forth below for the dates indicated: 

<TABLE>
<CAPTION>
                                                               March 31, 1999                  December 31, 1998
                                                               --------------                  -----------------
         <S>                                                   <C>                             <C>
         Current Ratio ...................................          .34:1                             .42:1
         Working Capital Deficit..........................        $(5,981)                          $(5,448)
         Debt to Equity ..................................          .02:1                             .34:1
</TABLE>

INFLATION

         A significant portion of the Company's operating expenses have been
subject to inflationary increases, including clinical and administrative
salaries and rent expense. Based on management's assessment, the Company has
historically been unable to substantially offset inflationary increases through
price increases. The Company believes it has somewhat mitigated the effect by
expanding services and increasing operating efficiencies. There can be no
assurance that the Company will be able to offset future inflationary increases
in expenses, if any, which would result in a dilutive impact on the Company's
future earnings.

NEW CONTRACT

         Effective January 1, 1999, the Company implemented coverage of a
full-risk capitated contract with a health plan covering approximately 350,000
members. The Company expects this contract will generate over $11,000 in annual
revenues and is currently the Company's largest contract. Profitability under
this contract will depend upon the Company's ability to manage the utilization
of services within the premiums received. An underestimation in the expected
utilization of services for this contract could result in a material loss to the
Company.


                                    11 of 17
<PAGE>   12


POTENTIAL IMPACT OF YEAR 2000 COMPUTER ISSUES

         The year 2000 problem is primarily the result of two potential
malfunctions that could have an impact on the Company's systems and equipment.
The first problem arises due to computers being programmed to use two rather
than four digits to define the applicable year. The second problem arises in
embedded chips where microchips and microcontrollers have been designed using
two rather than four digits to define the applicable year. Certain of the
Company's computers, programs, and building infrastructure components (e.g.
alarm systems and HVAC systems) are date sensitive and may recognize a date
using "00" as the year 1900 rather than the year 2000.

         The Company relies on information technology ("IT") systems and other
systems and facilities such as telephones, building access control systems and
heating and ventilation equipment ("Embedded Systems") to conduct its business.
These systems are potentially vulnerable to year 2000 problems due to their use
of date information. The Company also has business relationships with customers
and healthcare providers and other critical vendors who are themselves reliant
on IT and Embedded Systems to conduct their businesses.

State of Readiness

          The Company's internal IT systems are largely centralized and consist
primarily of purchased software. The Company's IT hardware infrastructure is
built mainly around IBM PC compatible servers and desktop systems. The Company's
IT software primarily utilizes Microsoft systems including SQL Server, Windows
NT, Internet Information Server, Exchange and Office. The Company believes these
systems are either compliant or, with soon to be released "service packs" from
Microsoft, will be compliant by September 30, 1999. The Company's clinical and
claims administration software has been certified by the vendor as being year
2000 compliant. The Company intends to complete testing of this system by July
1999. Year 2000 remediation costs incurred in 1998 were approximately $100 and
are estimated at under $250 in 1999.

External Relationship

          The Company also faces the risk that one or more of its critical
suppliers or customers ("External Relationships") will not be able to interact
with the Company due to the third party's inability to resolve its own year 2000
issues, including those associated with its own External Relationships. The
Company has been assessing its External Relationships and risk rating each
External Relationship based upon the potential business impact, available
alternatives and cost of substitution. The Company is attempting to determine
the overall year 2000 readiness of its External Relationships. In the case of
significant customers and mission critical suppliers such as banks,
telecommunications providers and other utilities and IT vendors, the Company is
engaged in discussions with the third parties and is attempting to obtain
detailed information as to those parties' year 2000 plans and state of
readiness. The Company, however, does not have sufficient information at the
current time to predict whether its External Relationships will be year 2000
ready.

Risks and Contingency/Recovery Planning

          If the Company's year 2000 issues were unresolved, it is possible the
Company would not have the ability to accurately and timely authorize and
process benefits and claims, accurately bill customers, assess claims exposure,
determine liquidity requirements, report accurate data to management,
stockholders, customers, regulators and others, and would be subject to business
interruptions or shutdowns, financial losses, reputational harm, loss of
significant customers, increased scrutiny by regulators and litigation related
to year 



                                    12 of 17
<PAGE>   13


2000 issues. The Company is attempting to limit the potential impact of the year
2000 by monitoring the progress of its own year 2000 project and those of its
critical External Relationships and by developing contingency/recovery plans.
The Company cannot guarantee that it will be able to resolve all of its year
2000 issues. Any critical unresolved year 2000 issues of the Company or its
External Relationships, however, could have a material adverse effect on the
Company's results of operations, liquidity or financial condition.

         The Company is developing contingency/recovery plans aimed at
maintaining the continuity of critical business functions before and after
December 31, 1999. As part of that process, the Company is developing manual
work alternatives to automated processes which will be designed to maintain
business continuity. These manual alternatives presume, however, that basic
infrastructure such as electrical power and telephone service, as well as
purchased systems which are advertised to be year 2000 compliant by their
manufacturers (primarily IT hardware and software) will remain unaffected by the
year 2000 problem.

CAUTIONARY STATEMENT

         Matters discussed above contained forward-looking statements that are
based on the Company's estimates, assumptions and projections. Major factors
which could cause results to differ materially from those expected by management
include the timing and nature of reimbursement changes, the nature of changes in
laws and regulations that govern various aspects of the Company's business, new
criteria adopted to determine medical necessity for behavioral health services,
the outcome of post-payment reviews of the Company's billings to Medicare
patients in long-term care facilities, Year 2000 issues, pricing of managed care
and other third party contracts, the utilization and cost of services under the
Company's capitated contracts, the direction and success of competitors,
management retention and unanticipated market changes.







                                    13 of 17
<PAGE>   14


                                  INTEGRA, INC.

                    FORM 10-Q - QUARTER ENDED MARCH 31, 1999

PART II

ITEM 1 - LEGAL PROCEEDINGS

         From time to time, the Company is a party to certain claims, suits and
complaints which arise in the course of business.

         In March 1998, the Company received notification that the Medicare
Intermediary in California completed a post payment medical review of billings
previously submitted and paid between 1990 and 1994. Based on the results of
their review, the Intermediary has requested a refund of approximately
$1,200,000. Services were denied primarily on the basis of medical necessity and
incomplete documentation. The Company has requested an administrative hearing.
At December 31, 1997, the Company fully reserved the above amount and recorded a
reserve of $1,600,000 for other potential exposures pertaining to provider
billing and long-term care services.

         In April 1998, the Company received notice that the Office of the
Attorney General of New York State ("the State") was conducting an audit of the
New York Medicaid billings of one of the outpatient provider operations with
which it had an Administrative Services Agreement. The State was investigating
whether the Company had any liability arising from the operation of, and its
relationship with, that provider. In October 1998, the Company terminated its
relationship with that provider. In May 1999, the Company reached a settlement
agreement with the State which resolves all claims against the Company relating
to this matter. Terms of the settlement include a payment of $382,000 plus
$18,000 of interest. These amounts were fully accrued as of March 31, 1999.

         Although management believes that established reserves for the above
matters are sufficient, it is possible that the final resolution of these
matters may exceed the established reserves by an amount which could be material
to the Company's results of operations. Due to the nature of these matters the
Company cannot predict when these matters will be resolved. The Company does not
believe the ultimate outcome of these matters will have a material adverse
effect on the Company's overall financial condition, liquidity or operations.

         Currently, there are no other such claims, suits or complaints that, in
the opinion of management, would have a material adverse effect on the Company's
financial position, results of operations or liquidity.









                                    14 of 17
<PAGE>   15



ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

         a)       The exhibits required to be filed as part of this Quarterly 
         Report on Form 10-Q are contained in the attached Index to Exhibits.

         b)       Current Reports on Form 8-K:  None













                                    15 of 17
<PAGE>   16



                                   SIGNATURES



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



                                                               INTEGRA, INC.
                                                         -----------------------
                                                               (registrant)



May 12, 1999                                                /s/Mark D. Gibson
- ----------------                                         -----------------------
(Date)                                                        Mark D. Gibson
                                                         Chief Financial Officer











                                    16 of 17
<PAGE>   17



INDEX TO EXHIBITS

27       Financial Data Schedule, which is submitted electronically to the
         Securities and Exchange Commission for information only and not filed.














                                    17 of 17

<TABLE> <S> <C>


<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM (A) THE
CONSOLIDATED BALANCE SHEET AT MARCH 31, 1999 AND THE CONSOLIDATED STATEMENTS OF
OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH (B) FINANCIAL STATEMENTS
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-START>                             JAN-01-1999
<PERIOD-END>                               MAR-31-1999
<CASH>                                           1,346
<SECURITIES>                                         0
<RECEIVABLES>                                    1,153
<ALLOWANCES>                                        71
<INVENTORY>                                          0
<CURRENT-ASSETS>                                 3,140
<PP&E>                                           2,733
<DEPRECIATION>                                     983
<TOTAL-ASSETS>                                  15,139
<CURRENT-LIABILITIES>                            9,121
<BONDS>                                              0
                                0
                                          0
<COMMON>                                           101
<OTHER-SE>                                       5,561
<TOTAL-LIABILITY-AND-EQUITY>                    15,139
<SALES>                                              0
<TOTAL-REVENUES>                                 6,356
<CGS>                                                0
<TOTAL-COSTS>                                    4,212
<OTHER-EXPENSES>                                 1,287
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                  10
<INCOME-PRETAX>                                    726
<INCOME-TAX>                                        31
<INCOME-CONTINUING>                                695
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       695
<EPS-PRIMARY>                                      .07
<EPS-DILUTED>                                      .07
        

</TABLE>


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