<PAGE>

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                  FORM 10-Q/A


(Mark One)

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

               For the quarterly period ended September 30, 2001

                                      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 No. 1-13772

                             PLANVISTA CORPORATION
            (Exact Name of Registrant as Specified in Its Charter)


                 Delaware                                  13-3787901
     (State or Other Jurisdiction of                    (I.R.S. Employer
     Incorporation or Organization)                    Identification No.)

     3501 Frontage Road, Tampa, Florida                       33607
  (Address of Principal Executive Offices)                  (Zip Code)

                                (813) 287-2547
             (Registrant's Telephone Number, Including Area Code)

                                Not applicable
  (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
                                              ---

     APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares
outstanding of each of the issuer's classes of common stock as of the latest
practicable date.

Total number of shares of Common Stock outstanding as of November 1, 2001.

Common Stock................................................  15,327,943
<PAGE>

                             PLANVISTA CORPORATION


                               Table of Contents

<TABLE>
<CAPTION>
                                                                                                  Page No.
                                                                                                 ----------
<S>                                                                                              <C>
Part I - FINANCIAL INFORMATION



Item 1.   Condensed Consolidated Balance Sheets
          September 30, 2001 (unaudited) and December 31, 2000.................................           2

          Condensed Consolidated Statements of Operations (unaudited)
          Three and Nine Months Ended September 30, 2001 and 2000..............................           3

          Condensed Consolidated Statements of Changes in
          Stockholders' Equity (Deficit)
          Nine Months Ended September 30, 2001 (unaudited).....................................           4

          Condensed Consolidated Statements of Cash Flows
          Nine Months Ended September 30, 2001 and 2000........................................           5
          (unaudited)

          Notes to Condensed Consolidated Financial Statements (unaudited).....................           6

Item 2.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations........................................          15

Item 3.   Quantitative and Qualitative Disclosures
          About Market Risk....................................................................          20

Part II - OTHER INFORMATION....................................................................          20
</TABLE>
<PAGE>

PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements

                             PLANVISTA CORPORATION

                     CONDENSED CONSOLIDATED BALANCE SHEETS
                      (in thousands except share amounts)

<TABLE>
<CAPTION>
                                                                              September 30,      December 31,
                                                                                       2001              2000
                                                                              -------------      ------------
                                                                               (Unaudited)
<S>                                                                           <C>                <C>
                                   ASSETS
Current assets:
  Cash and cash equivalents................................................   $         392      $        942
  Accounts receivable, net.................................................           8,440             6,854
  Prepaid expenses and other current assets................................             751               971
  Refundable income taxes..................................................             608             2,251
  Deferred taxes...........................................................               -             3,523
                                                                              -------------      ------------
      Total current assets.................................................          10,191            14,541
Property and equipment, net................................................           1,930             2,160

Other assets, net..........................................................           1,971             1,870
Deferred taxes.............................................................               -            25,895
Investments................................................................               -             2,411
Intangible assets, net.....................................................          29,750            30,783
Net noncurrent assets associated with discontinued operations..............               -            27,469
                                                                              -------------      ------------
      Total assets.........................................................   $      43,842      $    105,129
                                                                              =============      ============

               LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
  Accounts payable.........................................................   $       3,624      $      1,056
  Premiums payable to carriers.............................................               -                 4
  Commissions payable......................................................              75                27
  Accrued liabilities......................................................          10,565            16,970
  Current portion of long-term debt........................................          66,372            61,133
  Net current liabilities associated with discontinued operations..........               -            40,211
                                                                              -------------      ------------
      Total current liabilities............................................          80,636           119,401
Notes payable..............................................................           9,798             4,905
Other long-term liabilities................................................           1,106             1,163
                                                                              -------------      ------------
      Total liabilities....................................................          91,540           125,469
                                                                              -------------      ------------

Commitments and Contingencies
Stockholders' equity (deficit):
  Common stock, $0.01 par value, 100,000,000 shares authorized,
    15,406,584 issued at September 30, 2001 and,
    15,205,984 at December 31, 2000........................................             154               152
  Additional paid-in capital...............................................          93,529           110,417
  Treasury stock at cost, 79,174 at September 30, 2001
    and 1,519,400 shares at December 31, 2000..............................          (1,560)          (30,006)
  Retained deficit.........................................................        (139,821)         (100,293)
  Unrealized depreciation on investments available for sale,
    net of tax.............................................................               -              (610)
                                                                              -------------      ------------
      Total stockholders' deficit..........................................         (47,698)          (20,340)
                                                                              -------------      ------------
      Total liabilities and stockholders' equity...........................   $      43,842      $    105,129
                                                                              =============      ============
</TABLE>

       The accompanying notes are an integral part of these consolidated
                             financial statements.

                                       2
<PAGE>

                             PLANVISTA CORPORATION
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)
                     (in thousands except per share data)

<TABLE>
<CAPTION>
                                                                  For the Three Months Ended           For the Nine Months Ended
                                                                         September 30,                       September 30,
                                                                -------------------------------     -------------------------------
                                                                   2001                 2000           2001                 2000
                                                                   ----                 ----           ----                 ----
<S>                                                             <C>                  <C>            <C>                  <C>
Operating revenues..........................................    $    7,886           $    7,127     $   24,793           $   19,403
                                                                ----------           ----------     ----------           ----------

Expenses:
  Agent commissions.........................................            70                   75            208                  210
  Personnel expenses........................................         2,071                1,880          6,681                6,224
  General and administrative................................         3,555                2,571          9,799                6,315
  Other expenses (income)...................................          (166)                   -             56                1,120
  Loss/(Gain) on sale of investments, net...................             -                    -          2,503                (332)
  Depreciation and amortization.............................         1,200                1,129          3,421                3,023
  Interest expense..........................................         2,265                2,428          6,065                7,375
  Interest income...........................................             -                  (69)          (128)                (179)
                                                                ----------           ----------     ----------           ----------
Total expenses..............................................         8,995                8,014         28,605               23,756
                                                                ----------           ----------     ----------           ----------

Loss before provision (benefit) for income taxes,
  discontinued operations, extraordinary loss, and
  cumulative effect of change in accounting principle.......        (1,109)                (887)        (3,812)              (4,353)
Provision (benefit) for income taxes........................        31,977                 (392)        30,880               (1,363)
                                                                ----------           ----------     ----------           ----------

Loss before discontinued operations, extraordinary
  loss, and cumulative effect of change in
  accounting principle......................................       (33,086)                (495)       (34,692)              (2,990)
Gain (loss) from discontinued operations, net
  of tax....................................................             -                1,376           (344)               2,383
Loss from the sale of discontinued operations,
  net of tax................................................        (1,826)             (36,364)        (4,445)             (36,364)
Extraordinary loss, net of tax..............................             -                    -              -                 (954)
Cumulative effect of change in accounting
  principle, net of tax.....................................             -                    -            (47)                   -
                                                                ----------           ----------     ----------           ----------
Net loss....................................................    $  (34,912)          $  (35,483)    $  (39,528)          $  (37,925)
                                                                ==========           ==========     ==========           ==========

Basic and diluted (loss) earnings per share of
  Common Stock:
  Loss from continuing operations...........................    $    (2.16)          $    (0.04)    $    (2.43)          $    (0.22)
  (Loss) earnings from discontinued operations..............             -                 0.10          (0.02)                0.17
  Loss from sale of discontinued operations.................         (0.12)               (2.66)         (0.31)               (2.66)
  Extraordinary loss........................................             -                    -              -                (0.07)
  Cumulative effect of change in accounting principle.......             -                    -          (0.01)                   -
                                                                ----------           ----------     ----------           ----------
  Net loss..................................................    $    (2.28)          $    (2.59)    $    (2.77)          $    (2.77)
                                                                ==========           ==========     ==========           ==========
Basic and diluted weighted average number
  of shares outstanding.....................................        15,294                3,683         14,279               13,677
                                                                ==========           ==========     ==========           ==========
</TABLE>

 The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                       3
<PAGE>

                             PLANVISTA CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                      (in thousands except share amounts)


<TABLE>
<CAPTION>
                                                                                                         Unrealized
                                                                                                        Depreciation
                                              Voting        Additional                                 on Investments
                                              Common         Paid-in        Treasury      Retained        Available
                                               Stock         Capital          Stock        Deficit         for Sale        Total
                                             --------      -----------     ----------    -----------   --------------    ----------
<S>                                          <C>           <C>             <C>           <C>           <C>               <C>
Balance at December 31, 2000..............   $    152      $   110,417     $  (30,006)   $  (100,293)  $         (610)   $  (20,340)

Issuance of 8,725 shares in connection
  with the directors' compensation
  plan (unaudited)........................          -               57              -              -                -            57
Issuance of 2,574 shares in connection
  with the employee stock purchase
  plan (unaudited)........................          1               20              -              -                -            21
Issuance of 189,301 shares in connection
  with stock option plans (unaudited).....          1              480              -              -                -           481
Issuance of 811,726 shares to HealthPlan
  Holdings, Inc. (unaudited)..............          -           (9,425)        16,039                               -         6,614
Issuance of 553,500 shares to DRZ Funds
  (unaudited).............................          -           (7,127)        10,925              -                -         3,798
Issuance of 75,000 shares to FUNB
  (unaudited).............................          -             (893)         1,482              -                -           589
Net loss (unaudited)......................          -                -              -        (39,528)               -       (39,528)
  available for sale (unaudited)..........          -                -              -              -              610           610
                                             --------      -----------     ----------    -----------   --------------    ----------
Balance at September 30, 2001
(unaudited)...............................   $    154      $    93,529     $   (1,560)   $  (139,821)  $          -0-    $  (47,698)
                                             ========      ===========     ==========    ===========   ==============    ==========
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                       4
<PAGE>

                             PLANVISTA CORPORATION
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
                                (in thousands)

<TABLE>
<CAPTION>
                                                                              For the Nine Months Ended
                                                                                     September 30,
                                                                        -------------------------------------
                                                                                2001                     2000
                                                                        ------------             ------------
<S>                                                                     <C>                      <C>
Cash flows from operating activities:
   Net loss.........................................................    $    (39,528)            $    (37,925)
Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities:
   Depreciation.....................................................           1,643                    4,267
   Amortization.....................................................           2,943                    7,403
   Loss (gain) on sale of investments...............................           2,503                     (332)
   Loss on sale of discontinued operations..........................           1,213                   36,364
   Deferred taxes...................................................          29,418                    2,501
Changes in assets and liabilities:
   Restricted cash..................................................              --                        3
   Accounts receivable..............................................           1,913                     (729)
   Refundable income taxes..........................................           1,643                       --
   Prepaid expenses and other current assets........................            (959)                     119
   Other assets.....................................................          (1,379)                    (158)
   Accounts payable.................................................           3,074                   (1,655)
   Premiums payable to carriers.....................................          (2,723)                   3,759
   Commissions payable..............................................            (672)                  (1,279)
   Deferred revenue.................................................            (262)                     (55)
   Accrued liabilities..............................................          (9,296)                  (9,467)
   Income taxes payable.............................................              --                   (4,414)
   Other long-term liabilities......................................             (57)                      --
                                                                        ------------             ------------
      Net cash used in operating activities.........................         (10,526)                  (1,598)
                                                                        ------------             ------------

Cash flows from investing activities:
   Purchases of property and equipment..............................            (320)                  (4,560)
   Cash paid for acquisitions net of cash acquired..................              --                   (3,054)
   Proceeds from sale of investments................................             518                      936
   Proceeds from sale of assets.....................................              --                   22,623
                                                                        ------------             ------------
      Net cash provided by investing activities.....................             198                   15,945
                                                                        ------------             ------------

Cash flows from financing activities:
   Cash overdraft...................................................             825                    3,678
   Net borrowings (payments) under line of credit...................           3,763                  (17,670)
   Net borrowings (payments) on other debt..........................           1,350                     (383)
   Proceeds from Common Stock issued................................           4,300                       28
                                                                        ------------             ------------
      Net cash provided by (used in) financing activities...........          10,238                  (14,347)
                                                                        ------------             ------------

Net decrease in cash and cash equivalents...........................             (90)                      --
Cash and cash equivalents at beginning of period....................             482                       --
                                                                        ------------             ------------

Cash and cash equivalents at end of period..........................    $        392             $         --
                                                                        ============             ============

Supplemental disclosure of cash flow information:
   Cash paid for interest...........................................    $      4,550             $      7,442
                                                                        ============             ============

   Net (refunds received) paid for income taxes.....................    $     (3,029)            $        282
                                                                        ============             ============

Noncash investing and financing activities:
Sale of business units
   Notes issued.....................................................    $      5,000
   Common Stock issued..............................................    $      7,203
</TABLE>

 The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                       5
<PAGE>

PLANVISTA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 2001


1.       Description of Business and Organization

         PlanVista Corporation, formerly known as HealthPlan Services
Corporation (together with its direct and indirect wholly owned subsidiaries,
"PlanVista" or "Company") is a leading provider of technology-enabled medical
cost management solutions for the healthcare industry. We provide integrated
national Preferred Provider Organization (sometimes called PPO) network access,
electronic claims repricing, and claims and data management services to health
care payers and provider networks. In June 2000 PlanVista initiated a plan of
reorganization designed to divest certain of its underperforming and non-growth
businesses and to reduce and refinance its credit facility. Effective June 18,
2001, PlanVista sold the last of these non-strategic businesses (as further
described below) and is now pursuing the restructuring of its remaining debt.
The majority of this debt matured on August 31, 2001. Effective September 1,
2001 we entered into a Forbearance Agreement ("Forbearance Agreement") with our
lending group that gives the Company until December 15, 2001 to repay or
restructure this debt. The Company does not expect to generate sufficient cash
flows from operations to repay amounts due under the credit facility on December
15, 2001. We are negotiating with our lending group to restructure the credit
facility. We continue to pursue other strategic alternatives that may include
refinancing with other bank groups, a merger or sale of the business. If the
Company is unable to complete the restructuring of its credit facility or secure
alternative financing transactions or consummate an alternative strategic
transaction, there will be substantial doubt about the Company's ability to
continue as a going concern.

         Prior to June 18, 2001 we maintained two operating units, one of which
was our PlanVista Solutions segment that included PlanVista's managing general
underwriter business. The other unit was our third party administration segment,
which was operated primarily through our HealthPlan Services, Inc. ("HPS"),
American Benefit Plan Administrators, Inc. ("ABPA"), and Southern Nevada
Administrators, Inc. ("SNA") subsidiaries, provided marketing, distribution,
administration, and technology platform services for health care plans and other
benefit programs. PlanVista functions solely as a service provider generating
fee-based income and does not assume any underwriting risk.

         On June 18, 2001 we completed the sale of our Third Party
Administration and Managing General Agent Underwriter business units to
HealthPlan Holdings, Inc., an affiliate of Sun Capital Partners, Inc. The Third
Party Administration business includes the Small Group Business operations and
its associated data processing facilities based in Tampa, Florida, as well as
the Taft-Hartley businesses that operate under the names ABPA and SNA, based in
El Monte, California and Las Vegas Nevada, respectively. The Managing General
Agent Underwriter business is the Philadelphia based Montgomery Management
Corporation. The accompanying financial statements have been restated to reflect
the operations of the business units described above as discontinued.

         In connection with this non-cash transaction, Sun Capital's affiliate
assumed approximately $40 million in working capital deficit of the acquired
businesses, $5 million of which was offset by a long-term convertible
subordinated note. This note is convertible into shares of the Company's common
stock at the option of HealthPlan Holdings, Inc. ("HPHI") at any time prior to
maturity. In addition, any unpaid principal and accrued interest under the note
will automatically convert to shares of the Company's common stock upon the
completion of a financing transaction where the Company issues a minimum of
$17,500,000 of its capital stock, or its equivalent, to reduce its bank debt or
which involves the sale of a controlling interest in the Company or the sale of
all or substantially all of the Company's assets. Under the terms of the note
the Company also has the option of paying interest in shares of common stock.
The note contains certain provisions which ensure that HPHI will receive, after
the conversion and sale of shares received under the note, sufficient funds from
the gross sales proceeds of such shares as to equal the amount outstanding under
the note plus any accrued interest which remains unpaid at the time of the
conversion. Under such provisions, depending on the market value of the shares
at the time of such conversion and subsequent sale by HPHI, the Company may be
required to issue additional shares to HPHI. In addition, at the closing of the
sale to HPHI, the Company issued 709,757 shares of the Company's treasury stock
to offset an additional $5 million of the assumed deficit and certain other
liabilities. The purchase agreement contains customary representations,
warranties, and cross indemnity provisions. In connection with the issuance of
these purchased shares and the shares issuable upon conversion of the note, the
Company entered into a Registration Rights Agreement in favor of HPHI for the
registration of such shares and any shares issuable under the terms of the note.
As required by the Registration Rights Agreement, dated June 18, 2001, the
Company filed a registration
                                       6
<PAGE>

statement with the Securities and Exchange Commission covering, among other
shares, the 709,757 purchased shares issued to HPHI. However, such
registration statement is not yet effective and is not expected to become
effective until the Company restructures or pays down its debt. Pursuant to the
terms of the Registration Rights Agreement, the failure to get such registration
statement effective by October 1, 2001 (the "Registration Benchmark") gives HPHI
the right to redeem for cash a number of the shares covered by such registration
statement equal to one hundred thousand dollars ($100,000.00) divided by the
average closing price of the Company's Common Stock on the New York Stock
Exchange during the ten (10) trading days immediately preceding the last trading
day prior to the Registration Benchmark. This right to redeem re-occurs every
fifteenth day after the Registration Benchmark while the registration statement
is not yet effective. Pursuant to the Registration Rights Agreement, HPHI made
demand for redemption after the Company failed to get the required registration
statement effective prior to the Registration Benchmark. The Company, however,
is not permitted to redeem the shares at this time under the terms of its Credit
Agreement and the Forbearance Agreement entered into with its lenders, and, in
such event, according to the terms of the Registration Rights Agreement, the
Company must issue a number of additional shares to HPHI equal to one hundred
thousand dollars ($100,000.00) divided by the average closing price of the
Company's Common Stock on the New York Stock Exchange during the ten (10)
trading days immediately preceding the last trading day prior to the
Registration Benchmark, or the applicable fifteenth day redemption right period
thereafter, provided that the total shares of Common Stock so issued as a result
of all such benchmark failures cannot exceed 100,000 shares of the Company's
Common Stock. Such issuances are in lieu of HPHI's right of redemption. In
addition to such issuances, if the shares are not registered pursuant to an
effective registration statement by December 31, 2001, then upon such date and
each fifteenth day thereafter until such shares become registered pursuant to an
effective registration statement, the Company must deliver to HPHI 10,000 shares
of its Common Stock according to the terms of the Registration Agreement
provided that the total issuable shares as a result of such issuances cannot
exceed 100,000. HPHI has the right to request registration of the shares
issuable on conversion of the note on or after the earlier of qualifying
refinancing of the Company's debt or November 30, 2001. The Registration Rights
Agreement grants similar redemption rights to HPHI if such registration
statement is not filed within 45 days of a request or not effective within 105
days of the request.

         In connection with the transaction between the Company and Sun Capital
Partners, the Company could incur additional liabilities in a subsequent period
of up to sixty days from June 18, 2001 for any purchase price adjustments that
became known to the parties upon settlement of the closing balance sheet. We are
currently negotiating with Sun Capital Partners to finalize any purchase price
adjustments associated with this sale. We do not believe that the final
settlement will have a material impact on our financial condition or results of
operations.

         Also, as part of the transaction noted above, the Company is leasing
office space in its Tampa headquarters from Sun Capital Partners for a period of
twelve months.

2.       Significant Accounting Policies


         Basis of Presentation

         The interim financial data is unaudited and should be read in
conjunction with the audited Consolidated Financial Statements and notes thereto
included in the PlanVista Corporation 2000 Annual Report on Form 10-K filed with
the Securities and Exchange Commission on April 11, 2001.

         In the opinion of Management, the interim data includes all
adjustments, consisting only of normal recurring adjustments, necessary for fair
presentation of financial position and results of operations for the interim
periods presented. Interim results are not necessarily indicative of results for
a full year.

         The Consolidated Financial Statements include the accounts of PlanVista
Corporation and its subsidiaries. All intercompany transactions and balances
have been eliminated in consolidation.


         Earnings Per Share

         Basic earnings per share is calculated by dividing the income or loss
available to common stockholders by the weighted average number of shares
outstanding for the period, without consideration for common stock equivalents.
The calculation of diluted earnings per share reflects the effect of outstanding
options and warrants using the treasury stock method, unless antidilutive.

                                       7
<PAGE>

         Reclassifications

         PlanVista has reclassified the business units sold in 2000 as
discontinued operations in the Condensed Consolidated Statements of Operations.
Those units were its unemployment compensation, workers' compensation, workers'
compensation managed care organization, and self-funded businesses. On June 18,
2001, PlanVista sold its third party administrative and managing general
underwriter business units. PlanVista has also reclassified these business units
as discontinued operations in the Condensed Consolidated Statements of
Operations in the accompanying financial statements.

         Certain prior year amounts have been reclassified to conform to the
current year's presentation. These amounts do not have a material impact on the
financial statements taken as a whole.


         Restructure Charges

         During the first quarter of 2001, PlanVista recorded a total of $0.5
million in restructuring costs reflecting a reduction in its Tampa, Florida
workforce related to its small group business. The costs reflect a reduction of
approximately 40 employees in management and claims administration. Because
these costs relate to PlanVista's third party administration business, they have
been classified as discontinued operations in the Condensed Consolidated
Statements of Operations. At September 30, 2001, a balance of $0.1 million
remained to be paid for severance costs.

         During the first quarter of 2000, PlanVista recorded a total of $0.8
million in restructuring costs for the closure of a facility in Merrimack, New
Hampshire and other reductions in PlanVista's workforce. The costs reflected
employee and lease terminations. PlanVista terminated 75 employees in management
and claims administration. Because these costs related to PlanVista's small
group business, they have been classified as discontinued operations in the
Condensed Consolidated Statement of Operations. During the fourth quarter of
2000, PlanVista recorded a total of $1.4 million in restructuring costs for
unused space in PlanVista's Tampa, Florida headquarters and Honolulu, Hawaii
office. The restructure reflects the termination of 27 employees in claims
administration. At September 30, 2001, a balance of $1.1 million remained to be
paid related to lease payments on unused space.

         A summary of restructure charges is as follows (in thousands):

<TABLE>
<CAPTION>
                                                            Original Charge
                                                            2001         2000
                                                          --------     --------
<S>                                                       <C>          <C>
Severance and related costs                               $    542     $    756
Office closure costs                                             -        1,394
                                                          --------     --------
  Restructure charge                                           542        2,150
Amounts paid - 2000                                                        (556)
Amounts paid - 2001                                           (422)        (526)
                                                          --------     --------
Remaining liability - December 31, 2000                                $  1,594
                                                          --------     ========
Remaining liability - September 30, 2001                  $    120     $  1,068
                                                          ========     ========
</TABLE>

         Income Taxes

         The Company recognizes deferred assets and liabilities for the expected
future tax consequences of temporary differences between the carrying amounts
and the tax bases of assets and liabilities. A valuation allowance is provided
when it is more likely than not that some portion of the deferred tax asset will
not be realized. Due to cumulative losses in recent years, the Company recorded
a valuation allowance of $32 million during the third quarter of 2001 on net
deferred tax assets.

         Derivative Financial Instruments

         PlanVista uses derivative financial instruments including interest rate
swaps principally in the management of its interest rate exposures. Amounts to
be paid or received under interest rate swap agreements are accrued as interest
rates change and are recognized over the life of the swap agreements as an
adjustment to interest expense.

                                       8
<PAGE>

         We manage interest rate risk on our variable rate debt by using an
interest rate swap agreement. The agreement, which expires in December 2001,
effectively converts $15.0 million of variable rate debt under the Credit
Agreement to fixed rate debt at a weighted average rate of 5.45%.

         On June 15, 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 133 ("SFAS 133"), "Accounting
for Derivative Instruments and Hedging Activities." PlanVista adopted SFAS 133
in the first quarter of 2001. SFAS 133 requires that all derivative instruments
be recorded on the balance sheet at their fair value. Changes in the fair value
of derivatives are recorded each period in current earnings or other
comprehensive income, depending on whether a derivative is designated as part of
a hedge transaction and, if it is, the type of hedge transaction. During the
nine months ended September 30, 2001, PlanVista recorded a $0.1 million pretax
change in the market value of the interest rate swaps from December 31, 2000. It
also recorded a $47,000 expense, net of taxes, as a cumulative effect of change
in accounting principle representing the fair value of the interest rate swaps
at January 1, 2001.


3.       Notes Payable and Credit Facility

         As part of the business strategy described in Note 1, the Company has
been pursuing the restructure of its credit facility. Approximately $65 million
relating to the Company's current credit facility matured on August 31, 2001.
Effective September 1, 2001 the Company entered into a Forbearance Agreement
with its lending group. Under the terms of the Forbearance Agreement we have
until December 15, 2001 to repay the amounts due under the credit facility or to
restructure the credit facility. During the term of the Forbearance Agreement
interest accrues at an annual interest rate equal to prime plus 6.0%. Interest
is payable monthly at prime plus 1.0% per annum. The difference between the
accrual rate of interest and the rate paid is due at the termination of the
Forbearance Agreement. In addition, we are required to repay accrued and unpaid
interest as of August 31, 2001 (totaling approximately $1.0 million) and are
required to achieve minimum cash collection levels and maximum cash
disbursements as defined in the Forbearance Agreement. The Forbearance Agreement
was amended effective September 30, 2001 to defer repayment of unpaid interest
existing as of August 31, 2001. The Forbearance Agreement was further amended
effective October 19, 2001 to eliminate the requirement to provide a resolution
by October 19, 2001 from our board of directors approving a refinancing of the
credit facility or a sale of the Company, and to defer the required October 31,
2001 interest payments until November 11, 2001. We reached an agreement with the
lending group to further amend the Forbearance Agreement effective November 11,
2001 to (1) waive until December 15, 2001, the interest payments due October 31,
2001 and November 30, 2001, and (2) revise the priority order of mandatory
prepayments of excess cash collections as defined in the Forbearance Agreement.
We are in compliance with the terms of the Forbearance Agreement, as amended.
The Company does not expect to generate sufficient cash flows from operations to
repay amounts due under the credit facility on December 15, 2001. We are
negotiating with our lending group to restructure the credit facility. We
continue to pursue other strategic alternatives that may include refinancing
with other bank groups, a merger or sale of the business. If the Company is
unable to complete the restructuring of its credit facility or secure
alternative financing transactions or consummate an alternative strategic
transaction, there will be substantial doubt about the Company's ability to
continue as a going concern.

         On June 8, 2000, PlanVista closed on its Second Amended and Restated
Credit Agreement (the "Credit Agreement"). The Credit Agreement provided for a
$73.8 million term loan facility, a $25.0 million revolving credit facility, and
a letter of credit facility of up to $16.0 million available for current letters
of credit. Under the term loan facility, a payment of $250,000 was required at
closing and monthly for a two-month period commencing June 30, 2000. Repayments
of $500,000 were required each month thereafter with additional repayments of
$15.0 million on January 31 and July 31, 2001, and a final payment on August 31,
2001. As described above the revolving credit facility matured August 31, 2001.
Interest rates vary from the higher of (a) the Prime Rate or (b) the Federal
Funds rate plus 1/2 of 1%, plus a margin of 1.5% to 3%. The Credit Agreement
required an initial payment of 1.0% of the maximum amount of the facility, plus
certain administrative fees and an annual commitment fee of .25% for letters of
credit and unused commitments. PlanVista capitalized approximately $1.4 million
of bank fees related to the Credit Agreement. Under the loan terms, PlanVista
must maintain certain financial covenants for revenue and EBITDA as defined in
the Credit Agreement. PlanVista is also restricted in capital expenditures and
is subject to repayment with proceeds of certain future activities such as sale
of certain assets and public offerings. As of September 30, 2001, the balance
outstanding under the Credit Agreement was $64.7 million plus accrued and unpaid
interest and fees of $2.0 million. During the nine months ended September 30,
2001, PlanVista paid interest of $3.7 million and principal of $2.0 million on
the Credit Agreement. On June 29, 2000, September 12, 2000, September 29, 2000,
October 19, 2000, and December 8, 2000, PlanVista signed Limited Waivers and
Consents related to the disposition of assets and certain payment and other
covenant requirements.

                                       9
<PAGE>

         As of March 29, 2001, PlanVista signed a First Amendment and Limited
Waiver and Consent ("the First Amendment") to the Credit Agreement. The First
Amendment became effective upon the satisfaction of certain conditions,
including the written confirmation from one of PlanVista's small group carriers
in support of the sale of our third party administration and managing general
underwriter businesses. PlanVista obtained this written confirmation prior to
the closing of such sale. Under the terms of the First Amendment, the commitment
of banks which are signers to the Credit Agreement ("the Bank Group") on the
revolving credit facility was frozen at the $14.9 million outstanding balance
upon the signing of the First Amendment. The repayments of $500,000 due on March
31, 2001 and April 30, 2001 were waived and certain other repayments which had
been previously deferred were waived. In addition a repayment of $1.5 million
was due and paid in April 2001, the monthly repayment was increased from
$500,000 to $750,000 beginning on May 31, 2001, and the unpaid additional
payment of $4.5 million due on July 31, 2001 was waived to the maturity date.

         The First Amendment requires certain prepayments upon the receipt of
tax refunds, debt refinancing proceeds or the proceeds of new equity issuances
and also revises various other provisions relating to covenants and defined
defaults. Additionally, the First Amendment required PlanVista to retain the
services of an investment banker by April 30, 2001 to assist PlanVista with
refinancing, and the First Amendment also required that in the event the third
party administration business was not sold or otherwise disposed of before May
30, 2001, PlanVista was to prepare and submit by June 6, 2001 for approval of
the Lenders a detailed plan for the alternate disposition of such business.
These businesses were sold effective June 18, 2001.

         As of April 16, 2001, PlanVista signed a Second Amendment and Limited
Waiver and Consent ("the Second Amendment") which removed from the Credit
Agreement certain requirements that could have affected PlanVista's ability to
draw on the revolving credit facility at the level to which it was frozen in the
First Amendment. The Second Amendment became effective concurrently with the
First Amendment.

         In June 2001, Ronald Davi drew in full on a letter of credit in his
favor in the amount of $2.0 million. Such amount is included in the obligations
owed to our lending group at September 30, 2001.

         On July 2, 2001, the Company executed the Third Amendment and Limited
Waiver to the Credit Agreement (the "Third Amendment") with its bank group and
certain other parties. The Third Amendment provided for, among other things, (a)
permission for the Company to issue Common Stock to the DRZ Funds for $3.3
million, (b) permission for the Company to use those funds to satisfy certain
post-closing obligations to HPHI in connection with the sale of the TPA and MGU
Businesses, (c) the postponement of certain scheduled payments of principal
until August 31, 2001, (d) a 100 basis point increase in the interest rate, and
(e) the delivery of 75,000 shares of Common Stock to the bank group in
consideration for their consent to the Third Amendment.

         PlanVista has additional notes of $11.0 million relating to a 1993
acquisition, a 1998 acquisition, equipment purchases and related to the
HealthPlan Holdings transaction.

         In connection with the sale of the Third Party Administration and
Managing General Agent Underwriter business units and the assumption by
HealthPlan Holdings, Inc., of certain liabilities associated therewith (the
"Transaction"), the New England Life Insurance Co. drew in full on a letter of
credit in its favor in the amount of $6,000,000. Under the terms of the Credit
Agreement with First Union National Bank and the other lenders named therein,
any payment under the letter of credit which is not promptly reimbursed to the
lenders by the Company upon notice of such draw constitutes a payment default.
The lenders have indefinitely waived this payment default pursuant to the terms
of a Limited Waiver and Extension dated as of June 15, 2001, which also waived
certain additional terms of the Credit Agreement in order to permit certain
terms of the Transaction which were not part of the original Stock Purchase
Agreement of April 1, 2001 but were rather added through the First Amendment to
Stock Purchase Agreement (the "First Amendment"), dated June 18, 2001.

         As of September 30, 2001, the Company was in default of its $4.0
million notes payable to CENTRA Benefit Services, Inc. (CENTRA). This obligation
related to a 1998 acquisition of the Company. The default was caused by the
failure by PlanVista to make interest payments due under such notes. The Company
is in discussion with CENTRA to negotiate a settlement to cure the default.

                                       10
<PAGE>

4.       Discontinued Operations

         On July 5, 2000, PlanVista sold its unemployment compensation and its
workers' compensation units for approximately $19.1 million cash. PlanVista's
unemployment compensation business operated under the name R.E. Harrington, and
its workers' compensation unit conducted business as Harrington Benefit Services
Workers' Compensation Division. Both units were part of PlanVista's acquisition
of Columbus, Ohio-based Harrington Services Corporation in 1996. PlanVista used
the net cash proceeds from the sale to reduce its bank debt by $18.0 million. As
a result of the transaction, PlanVista recognized a pretax gain of $7.3 million.

         On September 15, 2000, PlanVista sold its Ohio workers' compensation
managed care organization unit for approximately $3.5 million cash. The unit was
part of PlanVista's acquisition of Columbus, Ohio-based Harrington Services
Corporation in 1996. PlanVista used the net cash proceeds from the sale to
reduce its bank debt by $2.8 million. As a result of the transaction, PlanVista
recognized a pretax gain of $3.2 million.

         On October 26, 2000, PlanVista sold its self-funded business unit for
approximately $13.6 million, consisting of $12.1 million cash and the assumption
of additional current liabilities in the amount of $1.5 million. The unit was
headquartered in Columbus, Ohio and operated primarily under the names
Harrington Benefit Services and CENTRA HealthPlan. PlanVista used the net cash
proceeds from the sale to reduce its bank debt by $8.7 million. As a result of
the transaction, PlanVista recognized a pretax loss of $52.5 million. PlanVista
settled contingencies during the fourth quarter of 2000 and recorded an
additional loss of $4.8 million. PlanVista does not believe that there are any
additional material contingencies.

         On June 18, 2001, PlanVista completed the sale of the Third Party
Administration and Managing General Underwriter business units to HealthPlan
Holdings, Inc., an affiliate of Sun Capital Partners, Inc. The Third Party
Administration business includes the small group business operations and its
associated data processing facilities located in Tampa, FL, as well as the
Taft-Hartley businesses that operate under the name ABPA and SNA, based in EL
Monte, CA and Las Vegas, NV, respectively. The Managing General Agent
Underwriter business is Philadelphia based Montgomery Management Corporation.
The accompanying financial statements have been restated to reflect the business
units sold as discontinued operations.

         Summarized financial position and operating results of the discontinued
business units as of September 30, 2001 and December 31, 2000 and for the three
and nine month periods ended September 30, 2001and 2000, are as follows:

<TABLE>
<CAPTION>
                                                                              For the Three Months Ended
                                                                     -------------------------------------------
                                                                     September 30, 2001       September 30, 2000
                                                                     ------------------       ------------------
<S>                                                                  <C>                      <C>
Net revenues......................................................   $                0       $           39,974
                                                                     ==================       ==================

Income (loss) from discontinued operations
 before income tax expense (benefit)..............................   $                0       $            1,764
Income tax expense (benefit)......................................                    -                      388
                                                                     ------------------       ------------------

Income (loss) from discontinued operations........................   $                0       $            1,376
                                                                     ==================       ==================

Loss on sale of discontinued operations
 before income tax expense (benefit)..............................   $           (3,095)      $          (37,728)
Income tax (benefit)..............................................               (1,269)                  (1,364)
                                                                     ------------------       ------------------

Loss on sale of discontinued operations...........................   $           (1,826)      $          (36,364)
                                                                     ==================       ==================
</TABLE>

<TABLE>
<CAPTION>
                                                                              For the Nine Months Ended
                                                                     -------------------------------------------
                                                                     September 30, 2001       September 30, 2000
                                                                     ------------------       ------------------
<S>                                                                  <C>                      <C>
Net revenues......................................................   $           36,427       $          129,617
                                                                     ==================       ==================
</TABLE>

                                       11
<PAGE>

<TABLE>
<S>                                                                  <C>                      <C>
Income (loss) from discontinued operations
 before income tax expense (benefit)..............................   $             (509)      $            3,835
Income tax expense (benefit)......................................                 (165)                   1,452
                                                                     ------------------       ------------------

Income (loss) from discontinued operations........................   $             (344)      $            2,383
                                                                     ==================       ==================

Loss on sale of discontinued operations
 before income tax expense (benefit)..............................   $           (7,485)      $          (37,728)
Income tax (benefit)..............................................               (3,040)                  (1,364)
                                                                     ------------------       ------------------

Loss on sale of discontinued operations...........................   $           (4,445)      $          (36,364)
                                                                     ==================       ==================
</TABLE>

5.       Investments

         On January 29, 2001, HealthAxis Inc. and HealthAxis.com, Inc. announced
a merger of the two companies effective January 26, 2001. PlanVista owned
1,367,787 shares of the combined companies. In April 2001, PlanVista sold all of
its shares of HealthAxis Inc. stock and realized a net pretax loss on the sale
of approximately $2.5 million.

         PlanVista owned 109,732 shares of Caredata.com Inc. ("Caredata.com"), a
provider of health care information. During the first quarter of 2000, PlanVista
sold 82,600 of its shares in Caredata.com and recorded a pretax gain on the sale
of $0.3 million. PlanVista sold its remaining 27,132 shares in Caredata.com in
April 2000, and recognized an additional gain of $50,000 which was included in
the second quarter of 2000.


6.       Litigation

         In the ordinary course of business, we may be a party to a variety of
legal actions that affect any business, including employment and employment
discrimination-related suits, employee benefit claims, breach of contract
actions, and tort claims. In addition, because of the nature of other businesses
we previously operated, we could be subject to a variety of legal actions
relating to our business operations, including disputes alleging errors in
claims administration, underwriting, or premium billing. We currently have
insurance coverage for some of these potential liabilities. Other potential
liabilities may not be covered by insurance, insurers may dispute coverage, or
the amount of insurance may not cover the damages awarded.

         In January 1997, our former subsidiary, HealthPlan Services, Inc.
("HPSI"), began providing marketing and administrative services for health plans
of TMG Life Insurance Company (now known as Clarica Life Insurance Company),
with Connecticut General Life Insurance Company ("CIGNA Re") acting as the
reinsurer. In January 1999, insureds under this coverage were notified that
coverage would be canceled beginning in July 1999. Substantially all coverage
under these policies terminated on or before December 31, 2000.

         In July 1999, Clarica asserted a demand against HPSI for claims in
excess of $7 million for breach of contract and related claims, and HPSI
asserted breach of contract and various other claims against Clarica. In the
third quarter of 1999, we recorded a reserve for the Clarica claim and other
claims. In April 2000, Clarica and CIGNA Re jointly submitted a demand for
consolidated arbitration in connection with these claims and claims submitted by
CIGNA Re for approximately $6 million. The demand for arbitration was
subsequently withdrawn, without prejudice to refile separate demands. On April
28, 2000, HPSI filed a claim against CIGNA Re in the Circuit Court for
Hillsborough County, Florida. The claim alleges that CIGNA Re breached its duty
of good faith and fair dealing in connection with the performance of its
agreement with HPSI. CIGNA Re removed the proceeding to the United States
District Court for the Middle District of Florida. Subsequently, HPSI and CIGNA
Re agreed that the claim was subject to arbitration, and on August 17, 2000 the
court entered an order staying the case, pending arbitration. On or around
October 23, 2000, we settled the dispute with Clarica in consideration for our
payment of $400,000. CIGNA Re commenced an arbitration proceeding on September
15, 2000, reasserting the claims first brought in the joint arbitration demand
described above.

         Pursuant to a Stock Purchase Agreement dated April 1, 2001 between
HealthPlan Services Corporation (n/k/a PlanVista Corporation) and HealthPlan
Holdings, Inc., we sold HPSI and assumed the responsibility and liability and
the right to any recoveries which may occur as a result of these proceedings. We
intend to continue to

                                       12
<PAGE>

pursue a vigorous defense related to the CIGNA Re claim. We are currently
preparing for arbitration of these claims.

         While the ultimate financial effect of these claims cannot be fully
determined at this time, in the opinion of the management they will not have a
material adverse effect on the accompanying financial statements.


7.       Other Comprehensive Income

         In addition to net income, comprehensive income includes certain
amounts recorded directly in equity. The components of comprehensive income, net
of related income tax effects, for the third quarter period, was as follows (in
thousands):

<TABLE>
<CAPTION>
                                                        Three Months Ended            Nine Months Ended
                                                          September 30,                 September 30,
                                                    --------------------------    --------------------------
                                                        2001           2000           2001           2000
                                                        ----           ----           ----           ----
<S>                                                 <C>             <C>           <C>            <C>
Net loss.........................................   $   (34,912)    $  (35,483)   $    (39,528)  $   (37,925)

Unrealized depreciation (appreciation) on
  investment available for sale..................             -            (63)            610        (2,117)
                                                    -----------     ----------    ------------   -----------

Comprehensive loss...............................   $   (34,912)    $  (35,546)   $    (38,918)  $   (40,042)
                                                    ===========     ==========    ============   ===========
</TABLE>


8.       Shareholders' Equity

         On July 6, 2001, the Company completed a $3.8 million private placement
of its common stock at a 15% discount to the 10 day trading average through July
2, 2001. The purchaser of these securities were certain investment funds managed
by DePrince Race and Zollo, Inc., an investment management firm in which
director John Race is one of the principals. The net proceeds from this private
placement were used to satisfy certain pre-closing obligations connected with
the Company's recent divestiture of its Third Party Administration and Managing
General Agent Underwriter business units to HPHI. In connection with the
placement the Company issued unregistered shares of its common stock and agreed
to file a registration statement related to such shares within 30 days of the
date of the issuance. These shares were included in the registration statement
filed in connection with the shares issued in the sale to HPHI.

         The Company also issued 75,000 shares of its common stock to HPHI in
connection with a letter agreement dated July 2, 2001 between HPHI and the
Company settling certain payment obligations relating to the Closing of the HPHI
transaction and including terms for the payment in full of the pre-closing
liabilities of the Company. Additionally, in connection with extending certain
payment obligations with its lenders which were due June 30 and July 31, the
Company issued 75,000 shares of its common stock to its lenders pursuant to the
terms of a Third Amendment and Limited Waiver amending the Company's credit
facility with its senior lenders. The Company has agreed to promptly register
the shares issued to its lenders and to HPHI. These shares were included in the
registration statement filed in connection with the shares issued in the sale to
HPHI.


9.       Recent Accounting Pronouncements

         In July 2001 the Financial Accounting Standards Board (FASB) issued
SFAS No. 141 Business Combinations and SFAS No. 142 Goodwill and Other
Intangible Assets. SFAS No. 141 requires business combinations initiated after
June 30, 2001 to be accounted for using the purchase method of accounting, and
broadens the criteria for recording intangible assets separate from goodwill.
Recorded goodwill and intangibles will be evaluated against this new criteria
and may result in certain intangibles being subsumed into goodwill, or
alternatively, amounts initially recorded as goodwill may be separately
identified and recognized apart from goodwill. SFAS No. 142 requires the use of
a nonamortization approach to account for purchased goodwill and certain
intangibles. Under a nonamortization approach, goodwill and certain intangibles
will not be amortized into

                                       13
<PAGE>

results of operations, but instead would be reviewed for impairment and written
down and charged to results of operations only in the periods in which the
recorded value of goodwill and certain intangibles is more than its fair value.
The provisions of each statement which apply to goodwill and intangible assets
acquired prior to June 30, 2001 will be adopted by the Company on January 1,
2002. We expect the adoption of these accounting standards will have the impact
of reducing our amortization of goodwill and intangibles commencing January 1,
2002; however, impairment reviews may result in future periodic write-downs.

                                       14
<PAGE>

Item 2.  Management's Discussion And Analysis Of Financial Condition And Results
Of Operations

         The statements contained in this report include forward-looking
statements related to PlanVista that involve risks and uncertainties, including
but not limited to our ability to expand our client base; the success of our
divesture and diversification efforts; our ability to manage costs and reduce
and restructure debt; changes in law; fluctuations in business conditions and
the economy; and our ability to attract and retain key management personnel.
These forward-looking statements are made in reliance on the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995. For further
information about these factors that could affect the Company's future results,
please see the Company's filings with the securities and exchange commission.
Copies of these filings are available upon request from the Company's chief
financial officer. Prospective investors are cautioned that forward-looking
statements are not guarantees of future performance. Achieved results may differ
materially from management expectations.

Introduction

         The following is a discussion of changes in our consolidated results of
operations for the three and nine months ended September 30, 2001 and 2000.

         PlanVista Corporation (the "Company" or "PlanVista") is a leading
provider of technology-enabled medical cost management solutions for the
healthcare industry. PlanVista provides integrated national Preferred Provider
Organization ("PPO") network access, electronic PPO claims repricing, and claims
and data management services to healthcare payers (self-insured employers,
medical insurance carriers, health maintenance organizations ("HMOs"), third
party administrators ("TPAs"), and other entities that pay claims on behalf of
health plans) and participating providers (individual providers and provider
networks).

A.       RESULTS OF OPERATIONS

         The following is a discussion of material changes in our consolidated
results of operations for the three and nine months ended September 30, 2001,
compared to the same periods in 2000. The following table sets forth certain
operating data as a percentage of total revenues for the periods indicated:

<TABLE>
<CAPTION>
                                                           Three Months Ended          Nine Months Ended
                                                               September 30,              September 30,
                                                          -----------------------    -----------------------
                                                               2001       2000            2001       2000
                                                               ----       ----            ----       ----
        <S>                                               <C>           <C>          <C>            <C>
        Operating revenues.............................      100.0 %    100.0 %         100.0 %     100.0 %
        Expenses:
          Agent commissions............................        0.9 %      1.1 %           0.8 %       1.1 %
          Personnel expenses...........................       26.3 %     26.4 %          26.9 %      32.1 %
          General and administrative...................       45.1 %     36.1 %          39.5 %      32.5 %
          Other expense (income).......................       (2.1)%      0.0 %           0.2 %       5.8 %
          Loss (Gain) on sale of investments, net......        0.0 %      0.0 %          10.1 %      (1.7)%
          Depreciation and amortization................       15.2 %     15.8 %          13.8 %      15.6 %
          Interest expense.............................       28.7 %     34.1 %          24.5 %      38.0 %
          Interest income..............................        0.0 %     (1.0)%          (0.5)%      (0.9)%
                                                          ----------------------     -----------------------
             Total expenses............................      114.1 %    112.4 %         115.4 %     122.4 %

        Loss before provision (benefit) for
          income taxes, discontinued operations,
          extraordinary loss, and cumulative effect
          of change in accounting principle............      (14.1)%    (12.4)%         (15.4)%     (22.4)%
        Provisions (Benefit) for income taxes..........      405.5 %     (5.5)%        (124.6)%      (7.0)%
                                                          ----------------------     -----------------------

        Loss before discontinued operations,
          extraordinary loss, and cumulative effect
          of change in accounting principle............     (419.6)%     (6.9)%        (139.9)%     (15.4)%
                                                          ======================     =======================
</TABLE>

                                       15
<PAGE>

Three Months Ended September 30, 2001 Compared to Three Months Ended September
30, 2000

         The following Management's Discussion and analysis of the financial
results for the three months ended September 30, 2001 compared to September 30,
2000 have been recast to reflect the revised income statement format being
presented which began for the year ended December 31, 2000. This recast reflects
that the units sold during the year ended December 31, 2000, as well as the
units sold during the nine months ended September 30, 2001, are discontinued
operations. The units sold during the year ended December 31, 2000 were our
unemployment compensation, workers' compensation, workers' compensation managed
care organization, and self-funded units. The units sold during the nine months
ended September 30, 2001 are our small group, Taft-Hartley, and managing general
underwriter business units.

         Revenues for the three months ended September 30, 2001 increased $0.7
million, or 9.9%, to $7.8 million from $7.1 million in 2000. This increase is
due to a net decrease of $1.1 million in revenues from continuing customers and
a net increase of $1.8 million in revenues from new customers of PlanVista
Solutions.

         Personnel expense for the three months ended September 30, 2001
increased $0.2 million, or 9.1%, to $2.1 million from $1.9 million in 2000. Our
salaries and wages increased to meet the demands of the new customer revenues.
Personnel expenses decreased to 26.3% of operating revenues compared to 26.4%
for the third quarter of 2000.

         General and administrative expense for the three months ended September
30, 2001 increased $1.0 million, or 38.3%, to $3.6 million from $2.6 million for
the three months ended September 30, 2000. This increase was primarily
attributable to network fees, electronic imaging, postage, office supplies,
printing costs supporting our increased revenue, an increase in bad debt
expense, and increased legal and other costs associated with our divestitures
and restructuring activities.

         Interest expense for the three months ended September 30, 2001
decreased to $2.3 million from $2.4 million in 2000. This decrease resulted
primarily from a decreased average outstanding balance of debt of $15.0 million
on our line of credit partially offset by an increased average interest rate of
330 basis points on our Second Amended and Restated Credit Agreement ("the
Credit Agreement") due to the amended terms of the credit facility (see Note 3).

         Provision for income taxes for the three months ended September 30,
2001 increased $32.4 million, to $32 million from a benefit of $.4 million for
the three months ended September 30, 2000. This increase was due to the
establishment of a $32 million valuation allowance on net deferred tax assets in
2001 as a result of cumulative losses in recent years, as required by SFAS 109.

Nine Months Ended September 30, 2001 Compared to Nine Months Ended September 30,
2000

         Revenues for the nine months ended September 30, 2001 increased $5.4
million, or 27.8%, to $24.8 million from $19.4 million for the same period in
2000. This increase was due to a net increase of $3.0 million in revenues from
existing customers and $2.4 million in revenues from new customers.

         Personnel expense for the nine months ended September 30, 2001
increased $0.5 million, or 7.3%, to $6.7 million from $6.2 million for the same
period in 2000. Our salaries and wages increased to meet the demands of the new
customer revenues. Personnel expenses decreased to 26.9% of operating revenues
for the nine months ended September 30, 2001 compared to 32.1% for the first
nine months of 2000 due to economics of scale associated with our operations.

         General and administrative expense for the nine months ended September
30, 2001 increased $3.5 million, or 55.2%, to $9.8 million from $6.3 million
for the nine months ended September 30, 2000. This increase was primarily
attributable to network fees, electronic imaging, postage, office supplies and
printing costs supporting our increased revenues an increase in bad debt
expense, and increased legal and other costs associated with our divestitures
and restructuring.

                                       16
<PAGE>

         Other expense for the nine months ended September 30, 2001 was $0.1
million compared to $1.1 million for the nine months ended September 30, 2000.
During the nine months ended September 30, 2000, we recorded a total of $1.1
million in legal, financial advisory, and other fees associated with the
termination of our merger agreement with UICI.

         Interest expense for the nine months ended September 30, 2001 decreased
to $6.1 million from $7.4 million in 2000. This decrease resulted primarily from
decreased average outstanding balance of debt of $15.0 million on our line of
credit partially offset by an increased average interest rate of 330 basis
points on our Second Amended and Restated Credit Agreement ("the Credit
Agreement") due to the amended terms of the credit facility (see Note 3).

     We recorded an extraordinary loss of $1.0 million net of taxes related to
our credit facility during the nine months ended September 30, 2000 (see Note
3). This loss represented $1.5 million of pre-tax non-interest fees and expenses
connected with the prior facility, which were previously subject to amortization
over five years.

     Provision for income taxes for the nine months ended September 30, 2001
increased $32.4 million, to $31 million from a benefit of $1.4 million for the
nine months ended September 30, 2000. This increase was due to the establishment
of a $32 million valuation allowance on net deferred tax assets in 2001 as a
result of cumulative losses in recent years, as required by SFAS 109


B.       LIQUIDITY AND CAPITAL RESOURCES

         Approximately $65 million relating to the Company's current credit
facility matured on August 31, 2001. Effective September 1, 2001 the Company
entered into a Forbearance Agreement with its lending group. Under the terms of
the Forbearance Agreement we have until December 15, 2001 to repay in full the
amounts due under the credit facility or to restructure the credit facility.
During the term of the Forbearance Agreement interest accrues at an annual
interest rate equal to prime plus 6.0%. Interest is payable monthly at prime
plus 1.0% per annum. The difference between the accrual rate of interest and the
rate paid is due at the termination of the Forbearance Agreement. In addition,
we are required to repay accrued and unpaid interest as of August 31, 2001
(totaling approximately $1.0 million) and are required to achieve minimum cash
collection levels and maximum cash disbursements as defined in the Forbearance
Agreement. The Forbearance Agreement was amended effective September 30, 2001 to
defer repayment of unpaid interest existing as of August 31, 2001. The
Forbearance Agreement was further amended effective October 19, 2001 to
eliminate the requirement to provide a resolution by October 19, 2001 from our
board of directors approving a refinancing of the credit facility or a sale of
the Company, and to defer the required October 31, 2001 interest payments until
November 11, 2001. We reached an agreement with the lending group to further
amend the Forbearance Agreement effective November 11, 2001 to (1) waive until
December 15, 2001, the interest payments due October 31, 2001 and November 30,
2001, and (2) revise the priority order of mandatory prepayments of excess cash
collections as defined in the Forbearance Agreement. We are in compliance with
the terms of the Forbearance Agreement, as amended. We do not expect to generate
sufficient cash flows from operations to repay amounts due under the credit
facility on December 15, 2001. We are negotiating with our lending group to
restructure the credit facility. We continue to pursue other strategic
alternatives that may include refinancing with other bank groups, a merger or
sale of the business. If the Company is unable to complete the restructure of
its credit facility with its lending group or secure a refinancing transaction
or consummate an alternative strategic transaction, there will be substantial
doubt about the Company's ability to continue as a going concern.

         On June 8, 2000, we closed on the Credit Agreement. The Credit
Agreement provided for a $73.8 million term loan facility, a $25.0 million
revolving credit facility, and a letter of credit facility of up to $16.0
million available for current letters of credit. Under the term loan facility, a
payment of $250,000 was required at closing and monthly for a two-month period
commencing June 30, 2000. Repayments of $500,000 were required each month
thereafter with additional repayments of $15.0 million on January 31 and July
31, 2001, and a final payment on August 31, 2001. As described above, the
revolving credit facility matured August 31, 2001. Interest rates vary from the
higher of (a) the Prime Rate or (b) the Federal Funds rate plus 1/2 of 1%, plus
a margin of 1.5% to 3%. The Credit Agreement required an initial payment of 1.0%
of the maximum amount of the facility, plus certain administrative fees and an
annual commitment fee of .25% for letters of credit and unused commitments. We
capitalized approximately $1.4 million of bank fees relative to the Credit
Agreement. Under the loan terms, we must maintain certain financial covenants
for revenue and EBITDA as defined in the Credit Agreement. We are also
restricted in capital expenditures and are subject to repayment with proceeds
of certain future activities such as sale

                                       17

<PAGE>

of certain assets and public offerings. During the three months ended June 30,
2001, we paid interest of $1.0 million and principal of $2.0 million on the
Credit Agreement. As of September 30, 2001, the balance outstanding under the
Credit Agreement was $64.7 million plus accrued and unpaid interest and fees of
$2.0 million. On June 29, 2000, September 12, 2000, September 29, 2000, October
19, 2000, and December 8, 2000, we signed Limited Waivers and consents related
to the disposition of assets and certain payment and other covenant
requirements.

         Effective as of March 29, 2001, we signed the First Amendment and
Limited Waiver and Consent ("the First Amendment") to our Credit Agreement.
Under the terms of the First Amendment, the commitment of banks which are
signers to the Credit Agreement ("the Bank Group") on the revolving credit
facility was frozen at the $14.9 million outstanding balance upon the signing of
the First Amendment, the repayments of $500,000 due on March 31, 2001 and April
30, 2001 were deferred, an additional repayment of $1.5 million was due and paid
in April 2001, the monthly repayment was increased from $500,000 to $750,000
beginning on May 31, 2001, and the unpaid additional payment of $4.5 million due
on July 31, 2001 was deferred to the maturity date.

         The First Amendment requires certain prepayments upon the receipt of
tax refunds, debt refinancing proceeds or the proceeds of new equity issuances
and revises various other provisions relating to covenants and defined defaults.
Additionally, the First Amendment required us to retain the services of an
investment banker by April 30 to assist us with refinancing. The First Amendment
also required that in the event the third party administration business was not
sold or otherwise disposed of before May 30, we were to prepare and submit by
June 6, 2001 for approval of the Lenders a detailed plan for the alternate
disposition of such business.

         As of April 16, 2001, we signed a Second Amendment and Limited Waiver
and Consent ("the Second Amendment") which removed from the Credit Agreement
certain requirements that could have affected our ability to draw on the
revolving credit facility at the level to which it was frozen in the First
Amendment. The Second Amendment became effective concurrently with the First
Amendment.

         On July 2, 2001, we executed the Third Amendment and Limited Waiver to
the Credit Agreement (the "Third Amendment") with our lending group and certain
other parties. The Third Amendment provided for, among other things, (a)
permission for the Company to issue Common Stock to the DRZ Funds for $3.8
million, (b) permission for the Company to use those funds to satisfy certain
post-closing obligations to HPHI in connection with the sale of the TPA and MGU
Businesses, (c) the postponement of certain scheduled payments of principal
until August 31, 2001, (d) a 100 basis point increase in the interest rate, and
(e) the delivery of 75,000 of Common Stock to the bank group in consideration
for their consent to the Third Amendment.

         On June 18, 2001, we completed the sale of our Third Party
Administration and Managing General Agent Underwriter business units to HPHI.
The Third Party Administration business includes the Small Group Business
operations and its associated data processing facilities based in Tampa,
Florida, as well as the Taft-Hartley businesses that operate under the names
ABPA and SNA, based in El Monte, California and Las Vegas, Nevada, respectively.
The Managing General Agent Underwriter business is Philadelphia based Montgomery
Management Corporation.

         In connection with the non-cash transaction, HPHI assumed approximately
$40 million in working capital deficit of the acquired businesses, $5 million of
which was offset by a long-term convertible subordinated note from us. This note
is convertible into shares of the Company's common stock at the option of HPHI
at any time prior to maturity. In addition, any unpaid principal and accrued
interest under the note will automatically convert to shares of the Company's
common stock upon the completion of a financing transaction where the Company
sells a minimum of $17,500,000 of its capital stock or which involves the sale
of a controlling interest in the Company or the sale of all or substantially all
of the Company's assets. Under the terms of the note the Company also has the
option of paying interest in shares of common stock. The note contains certain
provisions which ensure that HPHI will receive, after the conversion and sale of
shares received under the note, sufficient funds from the gross sales proceeds
of such shares as to equal the amount outstanding under the note plus any
accrued interest which remains unpaid at the time of the conversion. Under such
provisions, depending on the market value of the shares at the time of such
conversion and subsequent sale by HPHI, the Company may be required to issue
additional shares to HPHI. In addition at closing, the Company issued 709,757
shares of the Company's common stock to offset an additional $5 million of the
assumed deficit and certain other liabilities. The purchase agreement contains
customary representations and warranties and cross indemnity provisions. In
connection with the issuance of these purchased shares and the shares issuable
upon conversion of the note, the Company entered into a
                                       18
<PAGE>

Registration Rights Agreement in favor of HPHI for the registration of such
shares and any shares issuable under the terms of the note. As required by the
Registration Rights Agreement, dated June 18, 2001, the Company filed a
registration statement with the Securities and Exchange Commission covering,
among other shares, the 709,757 purchased shares issued to HPHI. However, such
registration statement is not yet effective and is not expected to become
effective until the Company restructures or pays down its debt. Pursuant to the
terms of the Registration Rights Agreement, the failure to get such registration
statement effective by October 1, 2001 (the "Registration Benchmark") gives HPHI
the right to redeem for cash a number of the shares covered by such registration
statement equal to one hundred thousand dollars ($100,000.00) divided by the
average closing price of the Company's Common Stock on the New York Stock
Exchange during the ten (10) trading days immediately preceding the last trading
day prior to the Registration Benchmark. This right to redeem re-occurs every
fifteenth day after the Registration Benchmark while the registration statement
is not yet effective. Pursuant to the Registration Rights Agreement, HPHI made
demand for redemption after the Company failed to get the required registration
statement effective prior to the Registration Benchmark. The Company, however,
is not permitted to redeem the shares at this time under the terms of its Credit
Agreement and the Forbearance Agreement entered into with its lenders, and, in
such event, according to the terms of the Registration Rights Agreement, the
Company must issue a number of additional shares to HPHI equal to one hundred
thousand dollars ($100,000.00) divided by the average closing price of the
Company's Common Stock on the New York Stock Exchange during the ten (10)
trading days immediately preceding the last trading day prior to the
Registration Benchmark, or the applicable fifteenth day redemption right period
thereafter, provided that the total shares of Common Stock so issued as a result
of all such benchmark failures cannot exceed 100,000 shares of the Company's
Common Stock. Such issuances are in lieu of HPHI's right of redemption. In
addition to such issuances, if the shares are not registered pursuant to an
effective registration statement by December 31, 2001, then upon such date and
each fifteenth day thereafter until such shares become registered pursuant to an
effective registration statement, the Company must deliver to HPHI 10,000 shares
of its Common Stock according to the terms of the Registration Agreement
provided that the total issuable shares as a result of such issuances cannot
exceed 100,000. HPHI has the right to request registration of the shares
issuable on conversion of the note on or after the earlier of qualifying
refinancing of the Company's debt or November 30, 2001. The Registration Rights
Agreement grants similar redemption rights to HPHI if such registration
statement is not filed within 45 days of a request or not effective within 105
days of the request.

         In April 2001, we sold all of our shares of HealthAxis Inc. stock and
used the proceeds of $0.9 million to reduce outstanding debt under our Credit
Agreement. We spent $0.6 million for capital expenditures during the nine months
ended June 30, 2001, including expenditures related to discontinued operations.

         On July 6, 2001 the Company completed a $3.8 million private placement
of its common stock at a 15% discount to the 10 day trading average through July
2, 2001. The purchaser of these securities were certain investment funds managed
by DePrince Race and Zollo, Inc., an investment management firm in which
director John Race is one of the principals. The net proceeds from this private
placement were used to satisfy certain pre-closing obligations connected with
the Company's recent divestiture of its Third Party Administration and Managing
General Agent Underwriter business units to HPHI. In connection with the
placement the Company issued unregistered shares of its common stock and has
agreed to register such shares within 30 days of the date of the issuance. These
shares were included in the registration statement filed in connection with the
shares issued in the sale to HPHI.

         The Company also issued 75,000 shares of its common stock to HPHI in
connection with a letter agreement dated July 2, 2001 between HPHI and the
Company settling certain payment obligations relating to the Closing of the HPHI
transaction and including terms for the payment in full of the pre-closing
liabilities of the Company. Additionally, in connection with extending certain
payment obligations with its lenders which were due June 30 and July 31, the
Company issued 75,000 shares of its common stock to its lenders pursuant to the
terms of a Third Amendment and Limited Waiver amending the Company's credit
facility with its senior lenders. The Company has agreed to promptly register
the shares issued to its lenders and to HPHI. These shares were included in the
registration statement filed in connection with the shares issued in the sale to
HPHI.

         In July 2001 the Financial Accounting Standards Board (FASB) issued
SFAS No. 141 Business Combinations and SFAS No. 142 Goodwill and Other
Intangible Assets. SFAS No. 141 requires business combinations initiated after
June 30, 2001 to be accounted for using the purchase method of accounting, and
broadens the criteria for recording intangible assets separate from goodwill.
Recorded goodwill and intangibles will be evaluated against this new criteria
and may result in certain intangibles being subsumed into goodwill, or
alternatively, amounts initially recorded as goodwill may be separately
identified and recognized apart from goodwill. SFAS No. 142 requires the use of
a nonamortization approach to account for purchased goodwill and certain
intangibles. Under a nonamortization approach, goodwill and certain intangibles
will not be amortized into

                                       19
<PAGE>

results of operations, but instead would be reviewed for impairment and written
down and charged to results of operations only in the periods in which the
recorded value of goodwill and certain intangibles is more than its fair value.
The provisions of each statement which apply to goodwill and intangible assets
acquired prior to June 30, 2001 will be adopted by the Company on January 1,
2002. We expect the adoption of these accounting standards will have the impact
of reducing our amortization of goodwill and intangibles commencing January 1,
2002; however, impairment reviews may result in future periodic write-downs.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

         We are exposed to certain market risks inherent in our financial
instruments. These instruments arise from transactions entered into in the
normal course of business and, in some cases, relate to our acquisitions of
related businesses. We are subject to interest rate risk on our existing Credit
Agreement and any future financing requirements. Our fixed rate debt consists
primarily of outstanding balances on our notes issued to C G Insurance Services,
Inc., the former owner of CENTRA HealthPlan LLC, to New England Financial, and
certain equipment notes. Our variable rate debt relates to borrowings under our
Credit Agreement. See "Liquidity and Capital Resources."

         The following table presents the future principal payment obligations
(in thousands) and weighted-average interest rates associated with our existing
long-term debt instruments, assuming our actual level of long-term indebtedness
of $64.7 million as of September 30, 2001:

<TABLE>
<CAPTION>
                                     2001       2002        2003        2004       2005     THEREAFTER
     <S>                           <C>        <C>         <C>         <C>        <C>        <C>
     Long-Term Debt Fixed
       Rate (weighted average
       interest rate of 5.27%)     $ 1,585    $  1,095    $  5,363    $  1,376   $  1,382     $   689

     Variable Rate (weighted
       average interest rate
       of 11.3%)                   $64,681
</TABLE>

         Our primary market risk exposure relates to (i) the interest rate risk
on long-term and short-term borrowings, (ii) the impact of interest rate
movements on its ability to meet interest expense requirements and exceed
financial covenants, and (iii) the impact of interest rate movements on our
ability to obtain adequate financing to fund future acquisitions.

         We manage interest rate risk on our variable rate debt by using an
interest rate swap agreement. The agreement, which expires in December 2001,
effectively converts $15.0 million of variable rate debt under the Credit
Agreement to fixed rate debt at a weighted average rate of 5.45%.

         While we cannot predict our ability to refinance existing debt or the
impact interest rate movements will have on our existing debt, our management
continues to evaluate our financial position on an ongoing basis.


PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

         In the ordinary course of business, we may be a party to a variety of
legal actions that affect any business, including employment and employment
discrimination-related suits, employee benefit claims, breach of contract
actions, and tort claims. In addition, because of the nature of other businesses
we previously owned, we could be subject to a variety of legal actions relating
to our business operations, including disputes alleging errors in claims
administration, underwriting, or premium billing. We currently have insurance
coverage for some of these potential liabilities. Other potential liabilities
may not be covered by insurance, insurers may dispute coverage, or the amount of
insurance may not cover the damages awarded.

                                       20
<PAGE>

         In January 1997, our former subsidiary, HealthPlan Services, Inc.
("HPSI"), began providing marketing and administrative services for health plans
of TMG Life Insurance Company (now known as Clarica Life Insurance Company),
with Connecticut General Life Insurance Company ("CIGNA Re") acting as the
reinsurer. In January 1999, insureds under this coverage were notified that
coverage would be canceled beginning in July 1999. Substantially all coverage
under these policies terminated on or before December 31, 2000.

         In July 1999, Clarica asserted a demand against HPSI for claims in
excess of $7 million for breach of contract and related claims, and HPSI
asserted breach of contract and various other claims against Clarica. In the
third quarter of 1999, we recorded a reserve for the Clarica claim and other
claims. In April 2000, Clarica and CIGNA Re jointly submitted a demand for
consolidated arbitration in connection with these claims and claims submitted by
CIGNA Re for approximately $6 million. The demand for arbitration was
subsequently withdrawn, without prejudice to refile separate demands. On April
28, 2000, HPSI filed a claim against CIGNA Re in the Circuit Court for
Hillsborough County, Florida. The claim alleges that CIGNA Re breached its duty
of good faith and fair dealing in connection with the performance of its
agreement with HPSI. CIGNA Re removed the proceeding to the United States
District Court for the Middle District of Florida. Subsequently, HPSI and CIGNA
Re agreed that the claim was subject to arbitration, and on August 17, 2000 the
court entered an order staying the case, pending arbitration. On or around
October 23, 2000, we settled the dispute with Clarica in consideration for our
payment of $400,000. CIGNA Re commenced an arbitration proceeding on September
15, 2000, reasserting the claims first brought in the joint arbitration demand
described above.

         Pursuant to a Stock Purchase Agreement dated April 1, 2001 between
HealthPlan Services Corporation (n/k/a PlanVista Corporation) and HealthPlan
Holdings, Inc., we sold HPSI and assumed the responsibility and liability and
the right to any recoveries that may occur as a result of these proceedings. We
intend to continue to pursue a vigorous defense related to the CIGNA Re claim.
Since our last reporting of this legal proceeding in the Company's 10-Q
Quarterly Report filed on or about August 14, 2001, we are currently preparing
for arbitration of these claims.

         While the ultimate financial effect of these claims cannot be fully
determined at this time, in the opinion of the management they will not have a
material adverse effect on the accompanying financial statements.


Item 2.  Changes in Securities and Use of Proceeds.

         On June 18, 2001 we issued 709,757 shares of our common stock to HPHI
in a private placement to offset an additional $5.0 million of deficit pursuant
to Section 4(2) of the Securities Act of 1933, as amended, in connection with
the sale of our TPA and MGU business. In connection with the issuance of these
shares, the Company entered into a Registration Rights Agreement in favor of
HPHI for the registration of such shares.

         On July 6, 2001, the Company completed a $3.8 million private placement
of its common stock at a 15% discount to the 10 day trading average through July
2, 2001. The purchaser of these securities were certain investment funds managed
by DePrince Race and Zollo, Inc., an investment management firm in which
director John Race is one of the principals. The net proceeds from this private
placement were used to satisfy certain pre-closing obligations connected with
the Company's recent divestiture of its Third Party Administration and Managing
General Agent Underwriter business units to HPHI. In connection with the
placement the Company issued unregistered shares of its common stock and agreed
to file a registration statement related to such shares within 30 days of the
date of the issuance. These shares were included in the registration statement
filed in connection with the shares issued in the sale to HPHI.

         The Company also issued 75,000 shares of its common stock to HPHI in
connection with a letter agreement dated July 2, 2001 between HPHI and the
Company settling certain payment obligations relating to the Closing of the HPHI
transaction and including terms for the payment in full of the pre-closing
liabilities of the Company. Additionally, in connection with extending certain
payment obligations with its lenders which were due June 30 and July 31, the
Company issued 75,000 shares of its common stock to its lenders pursuant to the
terms of a Third

                                       21
<PAGE>

Amendment and Limited Waiver amending the Company's credit facility with its
senior lenders. These shares were included in the registration statement filed
in connection with the shares issued in the sale to HPHI.

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

         N/A

Item 5.  Other Information.

         The Company's senior lenders have waived the Company's default of
certain provisions regarding payment terms and certain other provisions under
the Company's Second Amended and Restated Credit Agreement, dated as of June 8,
2000, as further amended and modified, pursuant to a Second Amendment and
Limited Waiver and Consent dated as of April16, 2001, a Limited Waiver and
Consent dated as of April 30, 2001, a Limited Waiver and Consent dated as of May
4, 2001, and a Limited Waiver and Extension dated as of June 15, 2001. The
Company entered into a Forbearance Agreement, dated as of September 1, 2001 with
its senior lenders as further amended by the First Amendment and Limited Waiver
to Forbearance Agreement dated September 30, 2001 and the Second Amendment and
Limited Waiver to Forbearance Agreement dated October 19, 2001.

         On August 8, 2001 the Company filed an S-1 Registration Statement
relating to the proposed offering and sale by the stockholders of the Company
named in the prospectus forming a part of the Registration Statement of up to
1,440,224 shares of Common Stock, $0.01 par value.


Item 6.  Exhibits and Reports On Form 8-K

         (a)      Exhibits.

         10.12(e) First Amendment to Forbearance Agreement, dated as of
                  September 30, 2001, by and among PlanVista Corporation, First
                  Union National Bank, and other lenders named therein; Second
                  Amendment and Limited Waiver to Forbearance Agreement, dated
                  as of October 19, 2001, by and among PlanVista Corporation,
                  First Union National Bank, and other lenders named therein;
                  Third Amendment and Limited Waiver to Forbearance Agreement,
                  dated as of November 11, 2001, by and among Plan Vista
                  Corporation, First Union National Bank, and other lenders
                  named therein.*

         (b)      Reports on Form 8-K.

                  On July 6, 2001, we filed a report on Form 8-K with respect to
                  the private placement of our stock.

                  On September 17, 2001, we filed a report on Form 8-K with
                  respect to a Forbearance Agreement dated September 1, 2001, by
                  and among PlanVista Corporation, First Union National Bank,
                  and other lenders named therein.

* Filed by amendment

                                       22
<PAGE>

                             PLANVISTA CORPORATION

                                  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.




                                            PLANVISTA CORPORATION

Date:    November 16, 2001         /s/ Phillip S. Dingle
                                  -----------------------------------------
                                   Chairman and Chief Executive Officer
                                   (Principal Executive Officer)


Date:    November 16, 2001         /s/ Donald W. Schmeling
                                  -----------------------------------------
                                   Chief Financial Officer
                                   (Principal Financial Officer and Principal
                                   Accounting Officer)

                                       23