<PAGE>   1
===============================================================================
                                   FORM 10-Q
                            -----------------------
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

                  For the period ended June 30, 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: 0-22162

                         SIMIONE CENTRAL HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>

                  <S>                                                           <C>
                  DELAWARE                                                      22-3209241
                  (State or other jurisdiction of                               (I.R.S. Employer
                  incorporation or organization)                                Identification No.)

                  6600 POWERS FERRY ROAD                                        30339
                  ATLANTA, GEORGIA                                              (zip code)
                  (Address of principal
                  executive offices)

                  (Registrant's telephone number, including area code)          (770) 644-6700
</TABLE>

                                      N/A
                                      ---
             (Former name, former address and former fiscal year,
                         if changed since last report)



         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 [ ]


         Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date:
<TABLE>
<CAPTION>

                  <S>                                                  <C>
                                                                       Outstanding at
                  Class                                                7/30/99
                  -----                                                -------
                  COMMON STOCK, $.001 PAR VALUE                        8,782,729 SHARES
</TABLE>

===============================================================================


<PAGE>   2


                         SIMIONE CENTRAL HOLDINGS, INC.

                         QUARTERLY REPORT ON FORM 10-Q

                                     INDEX

<TABLE>
<CAPTION>

         <S>               <C>
         PART I.           FINANCIAL INFORMATION

         Item 1.           Consolidated Financial Statements

                           Consolidated Balance Sheets - June 30, 1999 and
                           December 31, 1998 (unaudited).

                           Consolidated Statements of Operations - Three Months
                           and Six Months Ended June 30, 1999 and 1998
                           (unaudited).

                           Consolidated Statements of Shareholders' Equity -
                           Six Months Ended June 30, 1999 (unaudited).

                           Consolidated Statements of Cash Flows - Six Months
                           Ended June 30, 1999 and 1998 (unaudited).

                           Notes to Consolidated Financial Statements - June
                           30, 1999 (unaudited).

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


         PART II.          OTHER INFORMATION

         Item 1.           Legal Proceedings

         Item 2.           Changes in Securities

         Item 3.           Defaults Upon Senior Securities

         Item 4.           Submission of Matters to a Vote of Security Holders

         Item 5.           Other Information

         Item 6.           Exhibits and Reports on Form 8-K



                           SIGNATURES
</TABLE>


<PAGE>   3

                        SIMIONE CENTRAL HOLDINGS, INC.

                          CONSOLIDATED BALANCE SHEETS
                                  (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                           June 30,       December 31,
                                                                                             1999             1998
                                                                                         ------------     ------------
                                                                                                            (audited)
                                            ASSETS

<S>                                                                                      <C>              <C>
 Current assets:
        Cash and cash equivalents                                                        $  2,411,247     $ 10,526,816
        Accounts receivable, net of allowance for doubtful
          accounts of $1,927,676 and $1,674,404 respectively                                7,316,689        7,679,524
        Prepaid expenses and other current assets                                             786,963          555,770
                                                                                         ------------     ------------
          Total current assets                                                             10,514,899       18,762,110

Purchased software, furniture and equipment, net                                            1,497,031        1,852,405
Intangible assets, net                                                                      8,189,952        7,137,857
Other assets                                                                                  737,354          104,232
                                                                                         ------------     ------------
          Total assets                                                                   $ 20,939,236     $ 27,856,604
                                                                                         ============     ============


                             LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
        Line of credit                                                                   $         --     $  5,000,000
        Accounts payable                                                                    2,994,413        1,627,328
        Accrued compensation expense                                                          202,632          577,964
        Accrued liabilities                                                                 6,244,521        7,240,558
        Customer deposits                                                                     950,471        1,144,557
        Unearned revenues                                                                   2,062,263        1,870,538
                                                                                         ------------     ------------
          Total current liabilities                                                        12,454,300       17,460,945

Accrued liabilities, less current portion                                                   2,101,245        2,671,477

Commitments and contingencies

Shareholders' equity:
        Preferred stock, $.001 par value; 10,000,000 shares authorized;
          none issued or outstanding                                                               --               --
        Common stock, $.001 par value; 20,000,000 shares authorized;
          8,782,729 and  8,597,729 shares issued and outstanding,
          respectively                                                                          8,783            8,598
        Additional paid-in capital                                                         42,318,255       42,093,040
        Accumulated deficit                                                               (35,943,347)     (34,377,456)
                                                                                         ------------     ------------
          Total shareholders' equity                                                        6,383,691        7,724,182
                                                                                         ------------     ------------

          Total liabilities and shareholders' equity                                     $ 20,939,236     $ 27,856,604
                                                                                         ============     ============
</TABLE>


                 See notes to consolidated financial statements

<PAGE>   4

                        SIMIONE CENTRAL HOLDINGS, INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)

<TABLE>
<CAPTION>

                                                    Three Months Ended June 30,               Six Months Ended June 30,
                                                 --------------------------------        ---------------------------------
                                                     1999               1998                 1999                 1998
                                                 ------------        ------------        ------------         ------------

<S>                                              <C>                 <C>                 <C>                  <C>
Net revenues:
    Software and services                        $  3,562,404        $  9,951,431        $  8,057,976         $ 19,116,439
    Agency support                                    543,799           1,858,626           3,461,234            4,666,821
    Consulting services                             1,920,004           1,763,547           3,416,618            3,210,559
                                                 ------------        ------------        ------------         ------------
        Total net revenues                          6,026,207          13,573,604          14,935,828           26,993,819

Costs and expenses:
    Cost of revenues                                4,266,694           6,657,735           8,740,673           12,996,972
    Selling, general and administrative             2,203,989           3,802,875           4,572,122            7,931,831
    Research and development                          842,914           1,587,922           1,881,280            3,390,244
    Amortization and depreciation                     777,005             601,406           1,399,537            1,159,273
                                                 ------------        ------------        ------------         ------------
         Total costs and expenses                   8,090,602          12,649,938          16,593,612           25,478,320
                                                 ------------        ------------        ------------         ------------

    Income (loss) from operations                  (2,064,395)            923,666          (1,657,784)           1,515,499

Other income (expense):
    Interest expense                                   (1,835)             (8,573)            (70,835)             (24,152)
    Interest and other income                          82,362              96,080             162,728              206,806
                                                 ------------        ------------        ------------         ------------
Net income (loss)                                $ (1,983,868)       $  1,011,173        $ (1,565,891)        $  1,698,153
                                                 ============        ============        ============         ============

Net income (loss) per share                      $      (0.23)       $       0.12        $      (0.18)        $       0.20
                                                 ============        ============        ============         ============

Weighted average common shares - basic              8,781,683           8,536,133           8,719,125            8,529,785
                                                 ============        ============        ============         ============


Net income (loss) per share - diluted            $      (0.23)       $       0.11        $      (0.18)        $       0.18
                                                 ============        ============        ============         ============

Weighted average common shares - diluted            8,781,683           9,572,954           8,719,125            9,397,271
                                                 ============        ============        ============         ============
</TABLE>

                 See notes to consolidated financial statements


<PAGE>   5
                        SIMIONE CENTRAL HOLDINGS, INC.

                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                    FOR THE SIX MONTHS ENDED JUNE 30, 1999
                                  (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                Additional                               Total
                                                               Common            Paid-in          Accumulated        Shareholders'
                                              Shares            Stock            Capital            Deficit             Equity
                                          ------------      ------------       ------------      ------------        ------------

<S>                                       <C>               <C>                <C>               <C>                 <C>
Balance at December 31, 1998                 8,597,729      $      8,598       $ 42,093,040      $(34,377,456)       $  7,724,182

Issuance of $.001 par value common
stock from exercise of stock options            85,000                85             62,815                --              62,900

Issuance of $.001 par value common
stock related to acquisitions                  100,000               100            162,400                --             162,500


Net income                                          --                --                 --        (1,565,891)         (1,565,891)
                                          ------------      ------------       ------------      ------------        ------------

Balance at June 30, 1999                     8,782,729      $      8,783       $ 42,318,255      $(35,943,347)       $  6,383,691
                                          ============      ============       ============      ============        ============
</TABLE>

                 See notes to consolidated financial statements


<PAGE>   6

                        SIMIONE CENTRAL HOLDINGS, INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                           Six Months Ended June 30,
                                                                                         -----------------------------
                                                                                             1999             1998
                                                                                         ------------     ------------

<S>                                                                                      <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net  income (loss)                                                                       $ (1,565,891)    $  1,698,153

ADJUSTMENTS TO RECONCILE NET INCOME (LOSS)
TO NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES:
   Provision for doubtful accounts                                                            390,626          463,991
   Amortization and depreciation                                                            1,399,537        1,159,273

CHANGES IN ASSETS AND LIABILITIES:
   Accounts receivable                                                                        (16,091)      (1,217,224)
   Prepaid expenses and other current assets                                                 (231,193)         (10,760)
   Other assets                                                                              (643,517)      (1,365,419)
   Accounts payable                                                                         1,367,085          256,232
   Accrued compensation expense                                                              (375,332)         215,947
   Accrued liabilities                                                                     (1,559,509)        (631,760)
   Customer deposits                                                                         (194,086)        (333,646)
   Unearned revenues                                                                          191,725          256,784
                                                                                         ------------     ------------
        Net cash provided by (used in) operating activities                                (1,236,646)         491,571
                                                                                         ------------     ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of acquired companies, net of cash acquired                                       (1,800,000)        (405,186)
Purchase of software, furniture and equipment                                                (135,058)        (315,510)
Increase in other intangible assets                                                                --          (71,046)
                                                                                         ------------     ------------
        Net cash used in investing activities                                              (1,935,058)        (791,742)
                                                                                         ------------     ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Payment on notes payable                                                                   (5,000,000)        (773,599)
Payments of related party notes                                                                    --             (980)
Payments on capital lease obligations                                                          (6,765)         (39,604)
Proceeds from exercise of stock options and warrants                                           62,900           98,251
                                                                                         ------------     ------------
        Net cash used in financing activities                                              (4,943,865)        (715,932)
                                                                                         ------------     ------------
        Net change in cash and cash equivalents                                            (8,115,569)      (1,016,103)

Cash and cash equivalents, beginning of period                                             10,526,816        8,266,860
                                                                                         ------------     ------------

Cash and cash equivalents, end of period                                                 $  2,411,247     $  7,250,757
                                                                                         ============     ============
</TABLE>

                 See notes to consolidated financial statements


<PAGE>   7

                         SIMIONE CENTRAL HOLDINGS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 JUNE 30, 1999




NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The consolidated financial statements have been prepared by the Company and are
unaudited. In the opinion of management, all adjustments (which consist of
normal recurring adjustments) considered necessary for a fair presentation have
been included. Interim results are not necessarily indicative of the results
that may be expected for the year ending December 31, 1999.

Certain financial information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. These financial statements should be
read in conjunction with the consolidated financial statements and notes
thereto as of December 31, 1998 appearing in the Company's Annual Report on
Form 10-K.

Certain prior period amounts have been reclassified to conform to the 1999
financial statement presentation.

DESCRIPTION OF BUSINESS

The Company is a leading provider of integrated systems and services designed
to enable home health care providers to more effectively operate their
businesses and compete in a managed care environment. The Company offers
several comprehensive and flexible software solutions, each of which provide a
core platform of software applications and which incorporate selected
specialized modules based on customer demand. These software solutions are
designed to enable customers to generate and utilize comprehensive financial,
operational and clinical information. In addition to its software solutions and
related software support services, the Company's home health care consulting
services assist providers in addressing the challenges of reducing costs,
maintaining quality, streamlining operations and re-engineering organizational
structures. The Company also provides comprehensive agency support services,
which include administrative, billing and collection, training, reimbursement
and financial management services, among others.


NOTE 2 - MAJOR CUSTOMERS

For the three months and six months ended June 30, 1999 affiliates of
Columbia/HCA Healthcare Corporation accounted for approximately 2.3% and 19.7%,
respectively, of the Company's total net revenue. Columbia/HCA terminated its
outsourcing contracts with the Company in December 1998 and paid a settlement
fee of $7.0 million of which $2.2 million was recognized as revenue for
services provided during the first quarter of 1999. Without these revenues the
Company would have had a loss for the first quarter of 1999.


<PAGE>   8

                         SIMIONE CENTRAL HOLDINGS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 JUNE 30, 1999




NOTE 3 - SEGMENT RESULTS

The Company has three reportable segments: product related, outsourcing and
consulting. The Company's product related segment sells comprehensive and
flexible software solutions and services to enable home health care providers
to more effectively operate their businesses and compete in the managed care
environment. The outsourcing segment provides day-to-day personnel outsourcing
for certain critical customer operational functions. The consulting segment
assists home health care providers in addressing the challenges of reducing
costs, maintaining quality, streamlining operations and re-engineering
organizational structures.

The Company evaluates performance and allocates resources based on profit or
loss from operations before income taxes, not including gains and losses on the
Company's investment portfolio. The accounting policies of the reportable
segments are the same as those used for the consolidated financial statements.
The revenues, operating losses and assets of the Company by business segment
are as follows:
<TABLE>
<CAPTION>

                                                THREE MONTHS ENDED JUNE 30,     SIX MONTHS ENDED JUNE 30,
                                                    1999           1998            1999           1998
                   Revenue
                   <S>                          <C>               <C>            <C>            <C>
                        Product related           $ 3,562,000     $ 7,798,000    $ 8,058,000    $13,756,000
                        Outsourcing                   544,000       4,012,000      3,461,000     10,027,000
                        Consulting                  1,920,000       1,764,000      3,417,000      3,211,000
                                                  -----------     -----------    -----------    -----------
                                  Total           $ 6,026,000     $13,574,000    $14,936,000    $26,994,000
                                                  ===========     ===========    ===========    ===========

                   Cost of revenues
                        Product related           $ 2,302,000     $ 4,206,000    $ 4,693,000    $ 8,242,000
                        Outsourcing                   615,000       1,044,000      1,384,000      2,164,000
                        Consulting                  1,350,000       1,408,000      2,664,000      2,591,000
                                                  -----------     -----------    -----------    -----------
                                  Total           $ 4,267,000     $ 6,658,000    $ 8,741,000    $12,997,000
                                                  ===========     ===========    ===========    ===========

                   Research and development
                        Product related           $   843,000     $ 1,588,000    $ 1,881,000    $ 3,390,000
                                                  ===========     ===========    ===========    ===========

                   Depreciation and
                   amortization
                        Product related           $   654,000     $   446,000    $ 1,089,000    $   862,000
                        Outsourcing                    12,000          44,000         58,000         84,000
                        Consulting                     96,000          90,000        192,000        178,000
                        Unallocated amounts
                           Corporate overhead          15,000          21,000         61,000         35,000
                                                  -----------     -----------    -----------    -----------
                                  Total           $   777,000     $   601,000    $ 1,400,000    $ 1,159,000
                                                  ===========     ===========    ===========    ===========
</TABLE>

<TABLE>
<CAPTION>

                                                              JUNE 30, 1999    DECEMBER 31, 1998
                                                              -------------    -----------------
                   Assets
                   <S>                                        <C>              <C>
                   Product/outsourcing                          $13,366,000      $11,894,000
                     related
                   Consulting                                     5,009,000        4,713,000
                   Unallocated corporate
                     assets net of eliminations                   2,564,000       11,250,000
                                                                -----------      -----------
                   Total                                        $20,939,000      $27,857,000
                                                                ===========      ===========
</TABLE>

NOTE 4 - INTANGIBLE ASSETS

Intangible assets at June 30, 1999 consisted of the following:
<TABLE>
<CAPTION>

                                                                  ACCUMULATED      NET BOOK     AMORTIZATION
                                                     COST         AMORTIZATION      VALUE          PERIOD
                                                     ----         ------------      -----          ------
                   <S>                            <C>             <C>            <C>            <C>
                   Developed technology           $ 4,831,843     $(1,836,592)   $ 2,995,251     4-5  years
                   Goodwill                         4,239,200      (1,068,385)     3,170,815     9-10 years
                   Trade name                       1,142,000        (285,509)       856,491       11 years
                   Other                            1,695,021        (527,626)     1,167,395     6-10 years
                                                  -----------     -----------    -----------
                        Total                     $11,908,064     $(3,718,112)   $ 8,189,952
                                                  ===========     ===========    ===========
</TABLE>


<PAGE>   9

                         SIMIONE CENTRAL HOLDINGS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 JUNE 30, 1999

NOTE 5 - RESTRUCTURING CHARGES

As a result of the change in the home care business environment resulting from
the interim payment system ("IPS") which lowered the cost per visit limitations
and created restrictions on the amount of cost reimbursement per Medicare
beneficiary, the termination of the Columbia/HCA contracts, and the decision to
eliminate certain legacy development projects including the AS400 effort, the
Company incurred severance and certain other restructuring costs totaling $11.6
million in 1998. In December of 1998, Columbia/HCA terminated its contracts
with the Company and paid a settlement fee of $7.0 million of which $4.0
million reduced the restructuring charges incurred in 1998. The following table
presents a roll forward of the one time charges incurred by the Company.
<TABLE>
<CAPTION>

                                                            Balance                                                      Balance
                                                          December 31,                                                   June 30,
                                                              1998      Additions  Reductions           Usage              1999
                                                              ----      ---------  ----------           -----              ----
<S>                                                      <C>            <C>        <C>             <C>               <C>
Excess capacity                                          $ 5,203,049       $   --      $   --      $  (476,579)     $  4,726,470
Severance                                                  1,332,596           --          --         (675,375)          657,221
                                                         -----------       ------      ------      -----------       -----------
 Total restructuring costs                               $ 6,535,645       $   --      $   --      $(1,151,954)     $  5,383,691
                                                                           ======      ======      ===========
Accrued liability less current portion                    (3,864,168)                                                 (3,282,446)
                                                         -----------                                                 ------------
Accrued liability, long term                             $ 2,671,477                                                $  2,101,245
                                                         ===========                                                 ============
</TABLE>


NOTE 6 - EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted shares:
<TABLE>
<CAPTION>

                                                    THREE MONTHS ENDED JUNE 30,     SIX MONTHS ENDED JUNE,
                                                       1999            1998          1999            1998
                                                       ----            ----          ----            ----
                   <S>                            <C>             <C>            <C>            <C>
                   Weighted average - basic         8,781,683       8,536,133      8,719,125      8,529,785
                   Common stock equivalents                --       1,036,821             --        867,486
                                                  -----------     -----------    -----------    -----------
                   Weighted average - diluted       8,781,683       9,572,954      8,719,125      9,397,271
                                                  ===========     ===========    ===========    ===========
</TABLE>


NOTE 7 - INCOME TAXES

At December 31, 1998, the Company had approximately $10.6 million of net
operating losses ("NOL") for income tax purposes available to offset future
taxable income. Such losses expire at various dates through 2013, if not
utilized, and may be subject to certain limitations for changes in ownership. A
valuation allowance reducing net deferred tax assets recognized to zero has
been recorded based on management's assessment that it is not "more likely than
not" that the assets are realizable as of June 30, 1999.

NOTE 8 - RECENTLY ADOPTED ACCOUNTING STANDARDS

In 1998, the Financial Accounting Standards Board issued SFAS No. 133 ("SFAS
No. 133"), "Accounting for Derivative Instruments and Hedging Activities." SFAS
No. 133 is effective for the Company's fiscal year ending December 31, 2000.
The Company's management does not believe that the adoption of SFAS No. 133
will have a material impact on the Company's position or results of operations.


<PAGE>   10

NOTE 9 - ACQUISITIONS

Effective March 26, 1999, the Company purchased substantially all the assets of
Tropical Software Services ("Tropical"), a Windows based Home Medical Equipment
(HME) Management System. The acquisition was accounted for using the purchase
method for financial reporting purposes. The purchase price of approximately
$1,963,000 has been allocated to the assets acquired and liabilities assumed
including $1,951,000 of purchased technology. Purchased technology is being
amortized over an estimated three years useful life.

In May, 1999 the Company entered into a definitive agreement to merge with MCS,
Inc., a wholly owned subsidiary of Mestek. For every share of outstanding
Simione Central stock, the Company will issue .85 shares of its common stock to
Mestek in the exchange. MCS is a leading provider of information systems and
services to the home healthcare industry with approximately $16.6 million
(unaudited) in revenues and $1.4 million (unaudited) in net income in 1998. MCS
markets its products under the MestaMed name. It has approximately 750
customers.


NOTE 10 - SUBSEQUENT EVENTS

In July, 1999 the Company entered into a definitive agreement to acquire Care
Centric Solutions, an emerging provider of point-of-care systems in the home
healthcare information systems' marketplace, for approximately 3.3 million
shares of newly issued preferred stock of Simione Central. The preferred stock
will be converted into common stock of the Company only upon approval of its
shareholders. Such purchase price is subject to adjustments based on various
factors including the market price of the Company's common stock during the
fourth quarter of 2000. In connection with the CareCentric merger, the Company
assumed a loan with an outstanding balance of $1.5 million. Although the
complete terms of the assumption are not final, the terms are expected to
result in the loan being payable in monthly installments with interest only
through January 2000, and principal payments through January 2003. The loan is
secured by a blanket first priority lien on the assets the Company acquired
from CareCentric.

The Company is undergoing negotiations to create a line of credit with a bank
to fund operations. The Company expects the line of credit will be fully
operational in September 1999. The terms of the line will most likely require
certain levels of liquidity to be maintained. Additionally, certain operating
results for future periods must be identified in order maintain the
availability of the line for future use.

<PAGE>   11

                         SIMIONE CENTRAL HOLDINGS, INC.

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


Certain statements set forth in Management's Discussion and Analysis of
Financial Condition and Results of Operations constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Act of 1934, as amended, and are
subject to the safe harbor created by such sections. When used in this report,
the words "believe", "anticipate", "estimate", "expect", and similar
expressions are intended to identify forward-looking statements. Although the
Company believes that the expectations reflected in such forward-looking
statements are reasonable, it can give no assurance that such expectations will
prove to be correct. The Company's actual results may differ significantly from
the results discussed in such forward-looking statements. When appropriate,
certain factors that could cause results to differ materially from those
projected in the forward-looking statements are enumerated. This Management's
Discussion and Analysis of Financial Condition and Results of Operations should
be read in conjunction with the Company's consolidated financial statements and
the notes thereto.

OVERVIEW

         The Company is a leading provider of integrated systems and services
designed to enable home health care providers to more effectively operate their
businesses and compete in a managed care environment. The Company offers
several comprehensive and flexible software solutions, each of which provide a
core platform of software applications and which incorporate selected
specialized modules based on customer demand. These software solutions are
designed to enable customers to generate and utilize comprehensive financial,
operational and clinical information. In addition to its software solutions and
related software support services, the Company's home health care consulting
services assist providers in addressing the challenges of reducing costs,
maintaining quality, streamlining operations and re-engineering organizational
structures. The Company also provides comprehensive agency support services
which include administrative, billing and collection, training, reimbursement
and financial management services, among others.

         The Company enters into multi-year contracts (generally 3 to 5 years)
with its customers in connection with its provision of outsourcing services. In
general, these contracts provide for the payment of monthly fees based on the
number of billed home care visits made by the customer. Revenues derived under
these contracts are recognized monthly as the related services are rendered and
typically range from several hundred thousand dollars to several million
dollars per year. As a result, the loss of any of these contracts could have a
material adverse impact on the Company's business, financial condition and
results of operations.

         The Company sells its software pursuant to non-exclusive license
agreements that provide for the payment of a one-time license fee. In
accordance with SOP 97-2, these revenues are recognized when products are
delivered and the collectibility of fees is probable, provided that no
significant obligations remain under the contract. Revenues derived from the
sale of software products requiring significant modification or customization
are recognized based upon the percentage of completion method. The price of the
Company's software varies depending on the number of software modules licensed
and the number of users accessing the system and can range from ten thousand
dollars to a few million dollars. The Company generally requires payment of a
deposit upon the signing of a customer order as well as certain additional
payments prior to delivery. As a result, the Company's balance sheet reflects
significant customer deposits.

         Third party software and computer hardware revenues are recognized
when the related products are shipped. Software support agreements are
generally renewable for one year periods, and revenue derived from such
agreements is recognized ratably over the period of the agreements. The Company
has historically maintained high renewal rates with respect to its software
support agreements. The Company charges for software implementation, training
and technical consulting services as well as management consulting services on
an hourly or daily basis. The price of such services varies depending on the
level and expertise of the related professionals. These revenues are recognized
as the related services are performed.


<PAGE>   12

                         SIMIONE CENTRAL HOLDINGS, INC.

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


            The Company defines recurring revenues as revenues derived under
multi-year contracts in addition to annual software support agreements. These
revenues were approximately $2.3 million, or 38.2% of total net revenues and
$4.6 million, or 30.8% of total net revenues, for the three months and six
months ended June 30, 1999, respectively and $4.9 million, or 35.8% of total
net revenues and $11.0 million, or 40.6% of total net revenues for the three
months and six months ended June 30, 1998, respectively.

         For the three months and six months ended June 30, 1999, the Company
derived 2.3% and 19.7%, respectively of its total net revenues from contracts
with affiliates of Columbia/HCA. For the three months and six months ended June
30, 1998, the Company derived 29.4% and 36.7%, respectively of its total net
revenues from contracts with affiliates of Columbia/HCA. The contracts with
Columbia/HCA were terminated on December 1, 1998 and a settlement of $7.0
million was agreed to by both parties for the early termination of the
contracts and for specific wind down of activities to be performed by the
Company through March 31, 1999. Included in the first quarter of 1999 are
revenues totaling $2.2 million from the wind down of some Columbia/HCA
agreements. Without these revenues, the Company would have had a loss for the
first quarter of 1999.

         The Company believes that continued enhancement of its software
systems is critical to its future success, and anticipates that investment in
existing and new products will continue as needed to support the Company's
product strategies. Costs incurred to establish the technological feasibility
of computer software products are expensed as incurred. The Company's policy is
to capitalize costs incurred between the point of establishing technological
feasibility and general release only when such costs are material. For the
three months and six months ended June 30, 1999, the Company capitalized
$255,000 and $510,000, respectively, and for the three months and six months
ended June 30, 1998, the Company capitalized $736,000 and $1.2 million,
respectively, of computer software development costs. All computer software
development costs capitalized prior to 1999 were written-off during the third
quarter of 1998 when certain development projects were abandoned.

YEAR 2000 ISSUES

         Introduction. Year 2000 issues arise because many computer software
and hardware systems use only two digits to represent the year. As a result,
these systems may not process dates beyond 1999, which may cause errors in
information or system failures. Therefore, some computer software and hardware
will need to be modified prior to the Year 2000 in order to remain functional.

         State of Readiness. The Company is assessing both the readiness of its
internal computer systems and the compliance of its software and computer
products licensed and sold to customers for handling Year 2000 issues. The
Company has appointed a Year 2000 Project Manager and has established a Task
Force to evaluate the Company's products and services, business operations, and
relationships with customers and business partners. The mission of the Task
Force is to actively prepare the Company's systems and assist the Company's
customers for Year 2000 issues, as well as prepare contingency plans for the
potential compromise in the performance of critical systems and services. The
Company expects to implement successfully the systems and programming changes
necessary to address the Year 2000 issues of its major software products. Both
the STAT2 product and the DME6.3 product are now Year 2000 compliant. The
Company is also assessing and addressing the possible effects on the Company's
operations of the Year 2000 readiness of key vendors and 3rd party software
providers. The Company's reliance on vendors and 3rd party software providers,
and therefore, on the proper functioning of their information systems and
software, means that their failure to address Year 2000 issues could have a
material impact on the Company's operations and financial results. The Company
is contacting such vendors and suppliers and while it has not discovered any
material Year 2000 issues yet, the Company can not guarantee the performance or
representations of such entities.


<PAGE>   13

                         SIMIONE CENTRAL HOLDINGS, INC.

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


YEAR 2000 ISSUES (CONTINUED)

         Costs. The Company has incurred costs of approximately $750,000 in
addressing Year 2000 issues, consisting primarily of programming expenses and
replacing technology which was not Year 2000 compliant. The Company does not
believe that the remaining costs of achieving Year 2000 readiness will have a
material effect on the Company's results of operations or financial condition.

         Risks. The Company has not currently identified any critical assets
under its control that present a material risk of not being Year 2000 compliant
in a timely manner, or for which an acceptable alternative cannot be
implemented. As testing continues, however, it is possible that certain assets
could be identified that present a material risk of Year 2000 interruption and
it is possible that key supplies or vendors could suffer such interruptions.
Any of such interruptions or the failure of the Company to make its software
products Year 2000 compliant could have a material adverse effect on the
Company's results of operations or financial condition.

         Contingency Plans. The Year 2000 Task Force is currently developing
contingency plans for Year 2000 failures. These contingency plans are in the
early stages of development and will be modified as the risk of potential Year
2000 issues continue to be addressed.

BACKLOG

         The Company had backlog associated with its software of approximately
$2.2 million and $5.5 million on June 30, 1999 and 1998, respectively. Backlog
consists of the unrecognized portion of contractually committed software
license fees, hardware, estimated installation fees and professional services.
The length of time required to complete an implementation depends on many
factors outside the control of the Company, including the state of the
customer's existing information systems and the customer's ability to commit
the personnel and other resources necessary to complete the implementation
process. As a result, the Company may be unable to predict accurately the
amount of revenue it will recognize in any period and therefore can make no
assurances that the amounts in backlog will be recognized in the next twelve
months.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 1999 AND 1998

Net Revenues. Total net revenues for the three months ended June 30, 1999
decreased $7.5 million, or 55.6%, to $6.0 million as compared to the three
months ended June 30, 1998. This decrease includes $3.9 million attributable to
the termination of the Columbia/HCA contracts and $3.5 million attributable to
a decrease in new software sales and related services.

Cost of Revenues. Total cost of revenues decreased $2.4 million, or 35.9%, to
$4.3 million for the three months ended June 30, 1999 as compared to the three
months ended June 30, 1998. This decrease is principally the result of a
reduction in costs associated with the decrease in new software sales and
related services. As a percentage of total net revenues, total costs of
revenues increased to 70.8% for the three months ended June 30, 1999 from 49.1%
for the three months ended June 30, 1998. The increase as a percentage of total
net revenues is principally due to the decrease in total net revenues and
certain employee support costs associated with the Columbia/HCA contracts which
were incurred until May and June 1999.


<PAGE>   14

                         SIMIONE CENTRAL HOLDINGS, INC.

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


RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 1999 AND 1998
(CONTINUED)

Selling, General and Administrative Expenses. Total selling, general and
administrative expenses for the three months ended June 30, 1999 decreased $1.6
million to $2.2 million as compared to the three months ended June 30, 1998.
This decrease is principally attributable to the restructuring of the Company
in late 1998. The restructuring was a result of the change in the home care
business environment resulting from IPS, and the termination of the
Columbia/HCA contracts, coupled with the decision to eliminate certain legacy
development projects. As a percentage of total net revenues, selling, general
and administrative expenses were 36.6% for the three months ended June 30, 1999
compared with 28.0% for the three months ended June 30, 1998.

Research and Development Expenses. Research and development expenses for the
three months ended June 30, 1999 decreased $745,000, or 46.9%, as compared to
the three months ended June 30, 1998. The decrease in expenses is principally
due to the abandonment of certain legacy development projects in late 1998. As
a percentage of total net revenues, these expenses increased to 14.0% for the
three months ended June 30, 1999, from 11.7% for the three months ended June
30, 1998. The increase in the percentage of total net revenues is principally
due to the decrease in total revenues.

Amortization and Depreciation. Depreciation and amortization expense for the
three months ended June 30, 1999 increased $176,000, or 29.2%, to $777,000 as
compared to the three months ended June 30, 1998. This increase is principally
due to the amortization of goodwill resulting from the Tropical acquisition in
March 1999.

Other Income (Expense). Interest expense for the three months ended June 30,
1999 and 1998 relates to borrowings under the Company's line of credit
agreement and capital lease obligations. Interest and other income for the
three months ended June 30, 1999 and 1998 consists principally of interest
income related to the Company's short-term cash investments and has remained
constant at approximately $90,000.


RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998

Net Revenues. Total net revenues for the six months ended June 30, 1999
decreased $12.1 million, or 44.7%, to $14.9 million as compared to the six
months ended June 30, 1998. This decrease includes $7.0 million attributable to
reduced revenues from the loss of the Columbia/HCA contracts and $4.4 million
attributable to a decrease in new software sales and related services.

Cost of Revenues. Total cost of revenues decreased $4.3 million, or 32.8%, to
$8.7 million for the six months ended June 30, 1999 as compared to the six
months ended June 30, 1998. This decrease is principally the result of a
reduction in costs associated with the decrease in new software sales and
related services. As a percentage of total net revenues, total costs of
revenues increased to 58.5% for the six months ended June 30, 1999 from 48.2%
for the six months ended June 30, 1998. The increase as a percentage of total
net revenues is principally due to the decrease in total net revenues and
certain employee support costs associated with the Columbia/HCA contracts which
were incurred until May and June 1999.

Selling, General and Administrative Expenses. Total selling, general and
administrative expenses for the six months ended June 30, 1999 decreased $3.4
million to $4.6 million as compared to the six months ended June 30, 1998. This
decrease is principally attributable to the restructuring of the Company in
late 1998. The restructuring was a result of the change in the home care
business environment resulting from IPS, and the termination of the
Columbia/HCA contracts, coupled with the decision to eliminate certain legacy
development projects. As a percentage of total net revenues, selling, general
and administrative expenses were 30.6% for the six months ended June 30, 1999
compared with 29.4% for the six months ended June 30, 1998.


<PAGE>   15

                         SIMIONE CENTRAL HOLDINGS, INC.

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


RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND JUNE 30, 1998
(CONTINUED)

Research and Development Expenses. Research and development expenses for the
six months ended June 30, 1999 decreased $1.5 million, or 44.5%, as compared to
the six months ended June 30, 1998. The decrease in expenses is principally due
to the abandonment of certain legacy development projects in late 1998. As a
percentage of total net revenues, these expenses remained constant at 12.6%
principally due to the decrease in the expenses and a corresponding decrease in
total revenues.

Amortization and Depreciation. Depreciation and amortization expense for the
six months ended June 30, 1999 increased $240,000, or 20.7%, to $1.4 million as
compared to the six months ended June 30, 1998. This increase is principally
due to the amortization of goodwill resulting from the Tropical acquisition in
March 1999.

Other Income (Expense). Interest expense for the six months ended June 30, 1999
and 1998 relates to borrowings under the Company's line of credit agreement and
capital lease obligations. Interest and other income for the six months ended
June 30, 1999 and 1998 consists principally of interest income related to the
Company's short-term cash investments and decreased $44,000.

Income Taxes. At December 31, 1998, the Company had net operating loss ("NOL")
carryforwards for federal and state income tax purposes of $10.6 million, which
expire at various dates through 2013, if not utilized. The Company also has
research and development and alternative minimum tax credits ("tax credits") of
approximately $90,000 available to reduce future income tax liabilities. The
Tax Reform Act of 1986, as amended, contains provisions that limit the NOL and
tax credit carryforwards available to be used in any given year when certain
events occur, including additional sales of equity securities and other changes
in ownership. As a result, certain of the NOL and tax credit carryforwards may
be limited as to their utilization in any year. The Company has concluded that
it is more likely than not that these NOLs and tax credit carryforwards will
not be realized based on a weighing of evidence at June 30, 1999, and as a
result, a 100% deferred tax valuation allowance has been recorded against these
assets.

LIQUIDITY AND CAPITAL RESOURCES

         As of June 30, 1999, the Company had a working capital deficit of $1.9
million and cash and cash equivalents of $2.4 million. The Company's current
liabilities as of June 30, 1999 include customer deposits of $1.0 million and
unearned revenues of $2.1 million which will not require the use of cash by the
Company in the future.

         Net cash used in operating activities for the six months ended June
30, 1999 was $1.2 million. In March, 1999, the Company completed the Tropical
acquisition for $1.8 million in cash and 100,000 shares of common stock at the
then fair value of $1.63 per share. Also in March 1999, the Company repaid a $5
million line of credit obligation to a bank. In May 1999, the Company entered
into a definitive agreement to merge with MCS, Inc., a wholly owned subsidiary
of Mestek. For every share of outstanding Simione Central stock, the Company
will issue .85 shares of its common stock to Mestek in the exchange. MCS is a
leading provider of information systems and services to the home healthcare
industry with approximately $16.6 million (unaudited) in revenues and $1.4
million (unaudited) in net income in 1998.

         The Company is undergoing negotiations to create a line of credit with
a bank to fund operations. The Company expects the line of credit will be fully
operational in September 1999. The terms of the line will most likely require
certain levels of liquidity to be maintained. Additionally, certain operating
results for future periods must be identified in order maintain the
availability of the line for future use.


<PAGE>   16

                         SIMIONE CENTRAL HOLDINGS, INC.

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


LIQUIDITY AND CAPITAL RESOURCES  (CONTINUED)

         Also in July, 1999 the Company entered into a definitive agreement to
acquire Care Centric Solutions, an emerging provider of point-of-care systems
in the home healthcare information systems' marketplace, for approximately 3.3
million shares of newly issued preferred stock of Simione Central. The
preferred stock will be converted into common stock of the Company only upon
approval of its shareholders. Such purchase price is subject to adjustments
based on various factors including the market price of the Company's common
stock during the fourth quarter of 2000. In connection with the CareCentric
merger, the Company assumed a loan with an outstanding balance of $1.5 million.
Although the complete terms of the assumption are not final, the terms are
expected to result in the loan being payable in monthly installments with
interest only through January 2000, and principal payments through January
2003. The loan is secured by a blanket first priority lien on the assets the
Company acquired from CareCentric.

         The Company believes that the combination of its cash, cash
equivalents, cash to be generated from its future results of operations and
funds that will be made available assuming the successful completion of the
Line of Credit, will be sufficient to meet the Company's operating
requirements, assuming no material adverse change in the operation of the
Company's business, for at least the next twelve months.

IMPACT OF NEW ACCOUNTING STANDARDS

         In 1998, the Financial and Accounting Standards Board issued SFAS No.
133 ("SFAS No. 133"), "Accounting for Derivative Instruments and Hedging
Activities." SFAS No. 133 is effective for the Company's fiscal year ending
December 31, 2000. The Company's management does not believe that the adoption
of SFAS No. 133 will have a material impact on the Company's position or
results of operations.

<PAGE>   17


PART II - OTHER INFORMATION

         Item 1.  Legal Proceedings.

                  Neither the Company nor any of its subsidiaries is currently
         a party to any legal proceedings which would be material to the
         business or financial condition of the Company on a consolidated
         basis. The Company was, however, served on July 17, 1997 with an
         administrative subpoena issued by the United States Department of
         Health and Human Services, Office of Inspector General. In connection
         with that subpoena, the Department of Justice ("DOJ") has advised the
         Company that certain aspects of the Company's past relationship with
         affiliates of Columbia/HCA Healthcare Corporation are within the scope
         of an ongoing grand jury investigation. However, the DOJ has confirmed
         to the Company that neither the Company, nor any of its officers,
         directors or employees, is a target in this investigation and, based
         upon the information known to the DOJ at this time, neither the
         Company, nor any of its officers, directors or employees, is likely to
         become one. The Company is cooperating fully with the government and
         does not currently believe that this inquiry will have any material
         effect on its overall business or financial condition.
                  The Company was one of several defendants names in a
         "whistleblower" lawsuit related to Medicare fraud filed under the
         False Claims Act in the Northern District of Georgia (U.S. ex rel.
         McLendon v. Columbia/HCA Healthcare Corp., et al., No. 97-VC-0890
         (N.D. GA.)). The Company has learned that the Justice Department has
         elected not to join in the claims asserted against it by Donald
         McClendon, who is a former employee of an unrelated service provider
         to Columbia/HCA. Although the Justice Department joined the suit with
         regard to other defendants, it specifically declined to intervene with
         regard to Simione Central.
                  While Mr. McLendon may still pursue "whistleblower" claims
         against the Company directly, the Company has no knowledge whether in
         light of the government's decision, Mr. McLendon will in fact do so.
         The Company has not been served with the complaint in the lawsuit.


         Item 2.  Change in Securities.

                  None.

         Item 3.  Defaults Upon Senior Securities.

                  None

         Item 4.  Submission of Matters to a Vote of Security Holders.

                  None.

         Item 5.  Other Information.

                  None.

         Item 6.  Exhibits and Reports on Form 8-K.

         (a)      Exhibits:

                           The following Exhibits are filed as part of this
                           Quarterly Report on Form 10-Q:

         Exhibit No.       Description

         27.1     Financial Data Schedule (for SEC use only).

         (b)      Reports on Form 8-K:

                  None


<PAGE>   18


                                    EXHIBIT INDEX

27.1     Financial Data Schedule (for SEC Use Only).



<PAGE>   19

                                   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.

<TABLE>
<CAPTION>

                                               SIMIONE CENTRAL HOLDINGS, INC.


         <S>                                   <C>
         Dated: August 13, 1999                By: /s/ Barrett C. O'Donnell
                                                   ------------------------
                                               BARRETT C. O'DONNELL
                                               Chairman of the Board, Chief Executive
                                               Officer


                                               By: /s/ George M. Hare
                                                   ------------------------
                                               GEORGE M. HARE
                                               Chief Financial Officer

</TABLE>