NETSMART TECHNOLOGIES INC
10-Q, 1997-08-11
COMPUTER PROCESSING & DATA PREPARATION
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

Form 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For Quarter Ended June 30, 1997
Commission File Number 0-21177

NETSMART TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

Delaware                                                 13-3680154
(State or other jurisdiction of                       (I.R.S. Employer
 incorporation or organization)                        Identification Number)

      146 Nassau Avenue, Islip, NY                     11751
(Address of principal executive offices)             (Zip Code)

Registrant's telephone number, including area code:   (516) 968-2000

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__


Number of shares of common stock outstanding as of August 4, 1997:  6,811,005
                                                                    =========



<PAGE>


Netsmart Technologies, Inc.
Index

Part I: - Financial Information:

Item 1.  Financial Statements:                                      Page 
                                                                    ---- 
Consolidated Balance Sheets - June 30, 1997
 and December 31, 1996                                               1-3

Consolidated Statements of Operations-
 Six Months Ended June 30, 1997 and 1996 and
three months ended June 30, 1997 and 1996                             4

Consolidated Statements of Cash Flows-
 Six Months Ended June 30, 1997 and 1996                             5-6

Consolidated  Statement of Stockholders' Equity-
 Six Months Ended June 30, 1997                                      7-8

Notes to Consolidated Financial Statements                            9

Item 2.  Management's Discussion and Analysis of
 Financial Condition and Results of Operations                      10-13



<PAGE>

<TABLE>



Netsmart Technologies, Inc.
Consolidated Balance Sheets

                                                   June 30,          December 31,
                                                     1997               1996
                                                     ----               ----
<S>                                               <C>                <C>   

     
Assets
 Current Assets:
  Cash                                            $     22,395       $   998,317
  Accounts receivable- Net                           2,431,572         2,284,450
  Costs and Estimated Profits in Excess
    of Interim Billings                                778,014           931,786
  Other Current Assets                                  77,146            82,205
                                                        ------            ------

 Total current assets                                3,309,127         4,296,758
                                                     ---------         ---------

 Property and Equipment - Net                          390,537           382,586
                                                       -------           -------

Other assets:
  Software Development Costs                           665,652           250,920
  Investment in Joint Venture at Equity                164,669           120,546
  Customer Lists                                     2,972,814         3,128,814
  Other Assets                                          69,723            71,105
                                                        ------            ------
          
 Total Other Assets                                  3,872,858         3,571,385
                                                     ---------         ---------

Total Assets                                      $  7,572,522       $ 8,250,729
                                                    ==========        ==========

















                       See Notes to Financial Statements.
</TABLE>
<PAGE>

<TABLE>

Netsmart Technologies, Inc.
Consolidated Balance Sheets

                                                   June 30,          December 31,
                                                     1997                1996
                                                     ----                ----
<S>                                               <C>                <C>

Liabilities and Stockholders' Equity:
Current Liabilities:
  Notes Payable - Other                           $   703,111        $   590,031
  Capitalized Lease Obligations                        21,951             41,449
  Accounts Payable                                  1,485,602            983,156
  Accrued Expenses                                    886,252            991,075
  Interim Billings in Excess of Costs
   and Estimated Profits                            1,150,306          1,102,105
  Due to Related Parties                               71,780             23,542
  Deferred Revenue                                     68,641             88,420
                                                       ------             ------

  Total Current Liabilities                         4,387,643          3,819,778
                                                    ---------          ---------

Capitalized Lease Obligations - Forward                 9,761             15,945
                                                        -----             ------














                       See Notes to Financial Statements.

</TABLE>
<PAGE>

<TABLE>

Netsmart Technologies, Inc.
Consolidated Balance Sheets

                                                      June 30,             December 31,
                                                        1997                   1996
                                                        ----                   ----
<S>                                                  <C>                  <C>


 Total Current Liabilities - Forwarded                $ 4,387,643         $  3,819,778
                                                      -----------         ------------

Capitalized Lease Obligations - Forwarded                   9,761               15,945
                                                            -----               ------

Commitments and Contingencies                                  --                   --
                                                            -----               ------

Stockholders' Equity:
 Preferred Stock, $.01 Par Value;
  Authorized 3,000,000 Shares;
  Authorized, Issued and Outstanding:
   Series D 6% Redeemable Preferred Stock
   $.01 Par Value 3,000 Shares Authorized,
   1,210 Issued and Outstanding
   [Liquidation Preference of $1,210,000]                      12                   12
Additional  Paid-in Capital - Preferred
 Stock $1,209,509 -  Series D at
 June 30, 1997 and December 31, 1996                    1,209,509            1,209,509
 Common  Stock - $.01  Par  Value;  Authorized
 15,000,000  Shares;  Issued  and Outstanding
 6,811,005 Shares at June 30, 1997 and 6,798,203
  at December 31, 1996                                     68,110               67,982
 Additional Paid-in Capital - Common Stock             14,972,100           14,863,328
 Accumulated Deficit                                  (13,074,613)         (11,725,825)
                                                      -----------          ----------- 

 Total Stockholders' Equity                             3,175,118            4,415,006
                                                        ---------            ---------

Total Liabilities and Stockholders' Equity           $  7,572,522         $  8,250,729
                                                     ============         ============






                       See Notes to Financial Statements.


</TABLE>

<PAGE>

<TABLE>



Netsmart Technologies, Inc.
Consolidated Statements of Operations


                                                 Six months ended               Three months ended
                                                     June 30,                        June 30,
                                                  --------------                ---------------
                                              1997             1996             1997             1996
                                              ----             ----             ----             ---- 
    
<S>                                         <C>              <C>              <C>             <C>              
Revenues:
 Software and Related
  Systems and Services:
  General                                    $ 1,627,826      $ 3,325,479      $   864,309      $1,535,419
  Maintenance Contract
   Services                                      665,941          572,832          342,168         283,604
                                                 -------          -------          -------         -------
  Total Software and Related
   Systems and Services                        2,293,767        3,898,311        1,206,477       1,819,023
 Data Center Services                          1,019,286        1,037,247          534,766         555,879
                                               ---------        ---------          -------         -------
 Total Revenues                                3,313,053        4,935,558        1,741,243       2,374,902
                                               ---------        ---------        ---------       ---------
Cost of Revenues:
 Software and Related
  Systems and Services:
  General                                      1,670,506        2,768,293          829,543       1,299,160
  Maintenance Contract
   Services                                      480,989          285,275          247,414         141,110
                                                 -------          -------          -------         -------
  Total Software and Related
   Systems and Services                        2,151,495        3,053,568        1,076,957       1,440,270
 Data Center Services                            739,276          569,817          399,199         284,687
                                                 -------          -------          -------         -------
 Total Cost of Revenues                        2,890,771        3,623,385        1,476,156       1,724,957
                                               ---------        ---------        ---------       ---------
 Gross Profit                                    422,282        1,312,173          265,087         649,945

Selling, General and
 Administrative Expenses                       1,317,297          933,985          678,532         478,634
Related Party Administrative
 Expenses                                         90,000            9,000           45,000           4,500
Compensation expense -
 Warrants and Options Granted                                   2,230,069                          155,569
 Loss from Operations                           (985,015)      (1,860,881)        (458,445)        (11,242)
Interest Expense                                 150,533          275,102           82,097         148,543
                                                 -------          -------           ------         -------
Equity in net loss of joint
 venture                                         104,339          100,000           46,032         100,000
                                                 -------          -------           ------         -------
        
 Net Loss                                    $(1,239,887)     $(2,235,983)      $ (586,574)    $  (237,301)
                                             ===========      ===========       ==========     =========== 
                 
Weighted average number of
 shares of common stock                        6,800,032        4,821,528        6,800,032       4,821,528

 Loss per share                              $      (.18)     $      (.46)     $      (.08)     $     (.05)
                                             ===========      ===========      ===========      ========== 
                 


                       See Notes to Financial Statements.

</TABLE>

<PAGE>
<TABLE>


Netsmart Technologies, Inc.
Consolidated Statements of Cash Flows

                                                        Six months ended
                                                            June 30,
                                                     1997               1996
                                                     ----               ----
<S>                                           <C>                  <C>

Operating Activities:
 Net [Loss]                                    $(1,239,887)         $(2,235,983)

 Adjustments to Reconcile Net Income [Loss]
  to Net Cash [Used for] Provided by
  Operating Activities:
  Depreciation and Amortization                    278,400              220,096
  Administrative Expenses                                                 9,000
  Compensation Expense -
   Warrants and Options Granted                                       2,230,069
  Equity in Net Loss of Joint Venture              104,339              100,000

 Changes in Assets and Liabilities:
  [Increase] Decrease in:
    Accounts Receivable                           (147,122)            (643,521)
    Costs and Estimated Profits in
     Excess of Interim Billings                    153,772             (583,675)
    Other Current Assets                             5,059                  514
    Other Assets                                     1,382               (2,522)

 Increase [Decrease] in
  Accounts Payable                                 502,446            1,076,559
  Accrued Expenses                                (104,823)             131,168
  Interim Billings in Excess of
    Costs and Estimated Profits                     48,201              522,907
  Due to Related Parties                            48,238              (55,265)
  Deferred Revenue                                 (19,779)            (100,782)
                                                   -------             -------- 
                       
 Total Adjustments                                 870,113            2,904,548
                                                   -------            ---------
                       

 Net Cash - Operating Activities -
  Forward                                         (369,774)             668,565
                                                  --------              -------
     
Investing Activities:
 Acquisition of Property and  Equipment            (83,083)             (35,020)
 Software Development Costs                       (462,000)            (278,800)
 Investment in Joint Venture at Equity            (148,462)            (650,000)
                                                  --------             -------- 
                                              
 Net Cash - Investing Activities -
  Forward                                         (693,545)            (963,820)
                                                  --------             -------- 
                 
                       See Notes to Financial Statements.

</TABLE>

<PAGE>

<TABLE>

Netsmart Technologies, Inc.
Consolidated Statements of Cash Flows


                                                        Six months ended
                                                            June 30,
                                                     1997               1996
                                                     ----               ----

<S>                                           <C>                  <C>    


 Net Cash - Operating Activities -
  Forwarded                                    $  (369,774)         $  668,565
                                               -----------          ----------
                 
 Net Cash - Investing Activities -
  Forwarded                                       (693,545)           (963,820)

Financing Activities:
 (Payment) Proceeds of Notes Payable - Other       113,080             540,800
 Payment of Bank Note Payable                                          (79,000)
 Payment of Capitalized Lease
  Obligations                                      (25,683)             (9,448)
 Cash Overdraft                                                         31,583
 Deferred Public Offering Costs                                       (188,373)
                                                    -------           -------- 

 Net Cash - Financing Activities                    87,397             295,562

 Net Increase [Decrease] in Cash                  (975,922)                307

Cash - Beginning of Periods                        998,317     
                                                   -------             -------
                                 
 Cash - End of Periods                         $    22,395          $      307
                                               ===========          ==========
                        
Supplemental  Disclosure of Cash Flow
 Information  Cash paid during the periods
 for:
  Interest                                     $   178,357          $  193,972
                                               ===========          ==========
                

Supplemental Disclosure of Non-cash Financing Activities:
  During the six months ended June 30, 1997, the Company had the following:
    1) 12,802 shares of common stock were issued to Series D Preferred
       stockholders as dividends which were payable on October 1, 1996
       and April 1, 1997. These shares were valued at $108,900.





                       See Notes to Financial Statements.

</TABLE>

<PAGE>


Netsmart Technologies, Inc.
Consolidated Statement of Stockholders' Equity
For the Six Months Ended June 30, 1997

Series D Preferred Stock at .01 Par Value              Shares          Amount
                                                       -----           ----- 
 
Beginning Balance                                       1,210        $       12
                                                        -----             -----

 Ending Balance                                         1,210        $       12
                                                        =====             =====


Additional Paid-In Capital Preferred Stock

Beginning Balance                                                    $1,209,509
                                                                     ----------

 Ending Balance                                                      $1,209,509
                                                                     ==========


Common Stock $.01 Par Value Authorized
15,000,000 Shares

 Beginning Balance                                  6,798,203        $   67,982

Common Stock Issued - Series D
Preferred Stock Dividend                               12,802               128
                                                       ------               ---
                             
Ending Balance                                      6,811,005        $   68,110
                                                    =========         =========




















                       See Notes to Financial Statements.


<PAGE>


Netsmart Technologies, Inc.
Consolidated Statement of Stockholders' Equity
For the Six Months Ended June 30, 1997

Additional Paid-In Capital Common Stock                Shares          Amount
                                                       -----           -----

 Beginning Balance                                                $ 14,863,328

Common Stock Issued - Series D
Preferred Stock Dividend                                               108,772
                                                                       -------

 Ending Balance                                                   $ 14,972,100
                                                                  ============


Accumulated Deficit

 Beginning Balance                                                $(11,725,826)

Series D Preferred Stock Dividend                                     (108,900)

 Net Loss                                                           (1,239,887)
                                                                    ---------- 

 Ending Balance                                                   $(13,074,613)
                                                                  ============ 

 Total Stockholders' Equity                                       $  3,175,118
                                                                  ============














                       See Notes to Financial Statements.


<PAGE>


                           Netsmart Technologies, Inc.
                   Notes to Consolidated Financial Statements


(1)  In the  opinion  of  the  Company,  the  accompanying  unaudited  financial
statements  contain  all  adjustments   (consisting  of  only  normal  recurring
accruals)  necessary to present fairly the financial  position of the Company as
of June 30,1997 and the results of its  operations  for the six months and three
months  ended June  30,1997  and 1996 and the  changes in cash flows for the six
months ended June 30,1997 and 1996.

(2) The accounting policies followed by the Company are set forth in Notes 1 and
2 to the Company's  consolidated  financial  statements as filed in its December
31, 1996 Form 10-K.

During the six months ended June 30, 1997, the Company  invested in software for
a customer  activated  terminal for a major west coast  utility.  As a result of
this effort the Company capitalized  software development costs in the amount of
$258,000.  Also during the six months ended June 30, 1997, the Company developed
a series of software  products and  capitalized  software  development  costs of
$203,500.

On June 30, 1997, the Company paid a dividend relating to the Series D Preferred
Stock which were payable on October 1, 1996 and April 1, 1997.  The dividend was
paid through the issuance  12,802  shares of Common Stock and valued at the fair
market value at the respective  dates they became  payable.  This resulted in an
increase of $108,900 in the accumulated deficit with a corresponding increase in
Common  Stock and  additional  paid in capital - Common  stock in the amounts of
$128 and $108,772, respectively.

(3) The results of operations for the six months ended June 30,1997 and 1996 are
not necessarily indicative of the results to be expected for the full year.

(4) Loss per share - Loss per share is computed by dividing the net loss for the
period by the weighted  average  number of shares of common stock.  Common stock
equivalents are assumed converted to common stock when dilutive.  During periods
of  operations  in which losses were  incurred,  common stock  equivalents  were
excluded  from the weighted  average  number of shares of common  stock  because
their inclusion would be anti-dilutive.







<PAGE>


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

Results of operations

Six Months Ended June 30, 1997 and 1996

The  Company's  revenue  for the six months  ended June 30, 1997 (the "June 1997
period") was $3,313,000,  a decrease of $1,623,000,  or 33% from the revenue for
the six  months  ended  June  30,  1996  (the  "June  1996  period")  which  was
$4,936,000.  Approximately $1,498,000 of this decrease represented a decrease in
revenue  from  $1,593,000  in the June 1996  period to  $95,000 in the June 1997
period,  from a contract with IBN Inc.  ("IBN").  IBN  represented the Company's
largest customer in the June 1996 period , accounting for approximately 32.3% of
revenue. As of June 30, 1997 the contract is substantially complete. The Company
is no longer  providing  professional  services to IBN.  The Company  intends to
expand its marketing  effort for its  CarteSmart  System,  however,  at June 30,
1997,  the Company did not have any  significant  contracts  for the  CarteSmart
system.  The  remainder  of the decrease in revenue for the June 1997 period was
attributable  to a modest decline in the Company's  health  information  systems
divisions sales.

Revenue from the Company's health information systems continued to represent the
Company's  principal  source of  revenue  in June 1997  period,  accounting  for
$3,131,000 or 95% of revenue.  The largest component of revenue in the June 1997
period was data center  (service  bureau)  revenue which decreased to $1,019,000
from $1,037,000 in the June 1996 period,  reflecting a 2% decrease.  The turnkey
systems  revenue  decreased to $812,000 in the June 1997 period from $820,000 in
the June 1996 period, reflecting a decrease of 1%. Maintenance revenue increased
to  $666,000 in the June 1997  period  from  $573,000  in the June 1996  period,
reflecting an increase of 16%. License revenue decreased to $145,000 in the June
1997 period from $240,000 in the June 1996 period,  a decrease of 40%.  Although
this decrease reflected reduced new business during the June period, the Company
has  experienced  an increase in new order  backlog  during the second  quarter.
License revenue is generated as part of a sale of a turnkey system pursuant to a
contract or purchase  order that includes  development  of a turnkey  system and
maintenance.  Third party hardware and software revenue decreased to $489,000 in
the June 1997  period  from  $663,000  in the June  1996  period,  reflecting  a
decrease  of 26%.  Sales  of  third  party  hardware  and  software  are made in
connection with the sales of turnkey systems.

Revenue from contracts from government  agencies  represented 32% of revenue for
June 1997 period . The Company  believes  that such  contracts  will continue to
represent an important part of its business.

Gross profit  decreased to $422,000 in the June 1997 period from  $1,312,000  in
the June 1996  period,  a 68%  decrease.  The  decrease in the gross  profit was
substantially  the result of the  reduction  in revenue from the IBN contract as
well as a decrease in the health information systems license revenue.

Selling,  general and  administrative  expenses were $1,317,000 in the June 1997
period,  an increase  of 41% from the  $934,000  in the June 1996  period.  This
increase  was the result of an increase in  personnel  and salaries in the sales
and  marketing and  administrative  areas as well as an increase in other direct
sales expenses and insurance.

During the June 1996 period, the Company incurred non cash compensation  charges
of $2.2  million  arising out of the  issuance  by the  Company of warrants  and
options  having  exercise  prices  which were less than the market  value of the
Common Stock at the date of approval by the board of directors.  No such charges
were incurred during the June 1997 period.

In the June 1997 period the Company  recognized its 50% share of its loss in its
joint  venture  corporation  with respect to the  development  of CCAC  software
purchased in 1996.  The  Company's  share of such loss was $104,000 for the June
1997 period as compared to $100,000 for the June 1996 period.

Interest  expense was $151,000 in the June 1997 period,  a decrease of $124,000,
or 45%  from  the  $275,000  in the June  1996  period  . This is a result  of a
decrease  in the  average  borrowings  during  the  1997.  The most  significant
component of the interest expense on an ongoing basis is the interest payable to
the Company's  asset-based  lender.  The Company pays interest on such loan at a
rate equal to the  greater of 18% per annum or prime plus 8% plus a fee of 1% of
the  face  amount  of  the  invoice.  Effective  August  1,  1997,  the  Company
renegotiated  its  agreement  with its asset- based lender  whereby the interest
rate was reduced to a basic  interest rate of prime plus 8.5% plus a fee of 5/8%
of the face amount of the invoice.

Related  party  administrative  expense was $90,000 in the June 1997 period,  an
increase of $81,000 from the $9,000 in the June 1996 period.  This  increase was
the result of an  agreement  with The Trinity  Group,  an  affiliate  to provide
general business, management and financial consulting services for a monthly fee
of $15,000.

The Company did not incur any  research  and  development  costs in the 1997 and
1996 periods.

As a result of the foregoing  factors,  the Company  incurred a net loss of $1.2
million,  or $.18 per share, in June 1997 period, as compared with a net loss of
$2.2 million, or $.46 per share, in June 1996 period.


Three Months Ended June 30, 1997 and 1996

The  Company's  revenue for the three months ended June 30, 1997 (the "June 1997
quarter") was  $1,741,000,  a decrease of $634,000,  or 27% from the revenue for
the three  months  ended  June 30,  1996 (the  "June  1996  quarter")  which was
$2,375,000.  Approximately  $641,000 of this decrease  represented a decrease in
revenue  from  $660,000  in the June 1996  quarter  to  $19,000 in the June 1997
quarter.  IBN  represented  the  Company's  largest  customer  in the June  1996
quarter, accounting for approximately 27.8% of revenue.

Revenue from the Company's health information systems continued to represent the
Company's  principal  source of revenue  in June 1997  quarter,  accounting  for
$1,690,000 or 97% of revenue.  The largest component of revenue in the June 1997
quarter was data center  (service  bureau)  revenue which  decreased to $535,000
from  $556,000 in the June 1996 quarter,  reflecting a 4% decrease.  The turnkey
systems revenue  increased to $462,000 in the June 1997 quarter from $409,000 in
the June 1996  quarter,  reflecting  an  increase  of 13%.  Maintenance  revenue
increased to $342,000 in the June 1997  quarter  from  $284,000 in the June 1996
quarter,  reflecting an increase of 20%. License revenue increased to $75,000 in
the June 1997 quarter from $72,000 in the June 1996 quarter,  an increase of 4%.
License revenue is generated as part of a sale of a turnkey system pursuant to a
contract or purchase  order that includes  development  of a turnkey  system and
maintenance.  Third party hardware and software revenue decreased to $276,000 in
the June 1997  quarter  from  $394,000 in the June 1996  quarter,  reflecting  a
decrease  of 30%.  Sales  of  third  party  hardware  and  software  are made in
connection with the sales of turnkey systems.

Revenue from contracts from government  agencies  represented 32% of revenue for
June 1997 quarter . The Company  believes that such  contracts  will continue to
represent an important part of its business.

Gross profit decreased to $265,000 in the June 1997 quarter from $649,000 in the
June  1996  quarter,  a 59%  decrease.  The  decrease  in the gross  profit  was
substantially the result of a reduction in revenue from the IBN contract.

Selling,  general and  administrative  expenses  were  $679,000 in the June 1997
quarter,  an increase of 42% from the  $479,000 in the June 1996  quarter.  This
increase  was the result of an increase in  personnel  and salaries in the sales
and  marketing and  administrative  areas as well as an increase in other direct
sales expenses and insurance.

During the June 1996 quarter, the Company incurred non cash compensation charges
of $156,000  arising out of the  issuance by the Company of warrants and options
having exercise prices which were less than the market value of the Common Stock
at the date of approval by the board of directors. No such charges were incurred
during the June 1997 quarter.

In the June 1997 quarter the Company recognized its 50% share of its loss in its
joint  venture  corporation  with respect to the  development  of CCAC  software
purchased  in 1996.  The  company's  share of such loss was $46,000 for the June
1997 quarter as compared to $100,000 for the June 1996 quarter.

Interest expense was $82,000 in the June 1997 quarter, a decrease of $66,000, or
45% from the  $148,000 in the June 1996 quarter . This is a result of a decrease
in the average borrowings during the 1997. The most significant component of the
interest  expense on an ongoing  basis is the interest  payable to the Company's
asset-based  lender.  The Company pays  interest on such loan at a rate equal to
the  greater  of 18% per  annum  or  prime  plus 8% plus a fee of 1% of the face
amount of the invoice.

Related party  administrative  expense was $45,000 in the June 1997 quarter,  an
increase of $41,000 from the $4,000 in the June 1996 quarter.  This increase was
the  result of an  agreement  with The  Trinity  Group an  affiliate  to provide
general business, management and financial consulting services for a monthly fee
of $15,000.

The Company did not incur any  research  and  development  costs in the 1997 and
1996 periods.

As a  result  of the  foregoing  factors,  the  Company  incurred  a net loss of
$587,000,  or $.08 per share, in June 1997 quarter,  as compared with a net loss
of $237,000 or per $.05 per share, in June 1996 quarter.




Liquidity and Capital Resources

The Company had a working  capital  deficit of $1.1  million at June 30, 1997 as
compared to a working  capital  surplus of $477,000 at December  31,  1996.  The
decrease  in  working  capital  for the six  months  ended  June  30,  1997  was
substantially  due to the net loss  incurred  for the six months  ended June 30,
1997 as well as the Company's increase in its capitalized software.  The Company
also  invested an additional  $148,000 in its CCAC joint venture  during the six
months ended June 30, 1997. The Company's cash balances were $22,000 at June 30,
1997 as compared to $998,000 at December 31, 1996.

The  Company's  principal  source  of funds,  other  than  revenue,  has been an
accounts  receivable  financing  agreement with an asset based lender whereby it
may  borrow  up to  80% of  eligible  accounts  receivable  up to a  maximum  of
$750,000.  Effective  August 1, 1997,  the maximum amount the Company can borrow
has  been  increased  to  $1,250,000.  As of  June  30,  1997,  the  outstanding
borrowings under this facility were $703,000. The agreement with the asset based
lender provides for the borrowings of up to 80% of eligible accounts receivable.
At June 30, 1997 the maximum amount available under this formula was $749,000.

At June 30, 1997,  accounts receivable and costs and estimated profits in excess
of interim billings were approximately $3.2 million,  representing approximately
174 days of revenue  based on  annualizing  the revenue for the six months ended
June 30, 1997,  although no assurance can be given that revenue will continue at
the same level as the six month  period.  Accounts  receivable  at June 30, 1997
increased by $147,000 from $2,284,000 at December 31, 1996 to $2,431,000 at June
30, 1997. At June 30, 1997,  IBN  accounted for 15% of the total gross  accounts
receivable  balance.  One other  customer  accounted  for 16% of the total gross
accounts receivable at June 30, 1997. However,  cash received from this customer
in July 1997 reduced the account  balance to less than 10% of the total accounts
receivable  balance.  No  other  customer  accounted  for  more  than 10% of the
accounts receivable balance.

The  Company  is  currently  seeking to raise  additional  working  capital.  No
assurance  can be given as to the  ability of the  Company to obtain  additional
working  capital and failure to obtain  additional  working capital could have a
material adverse affect on the Company and its financial condition.






<PAGE>



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.


                           NETSMART TECHNOLOGIES, INC.



                                Chairman of the Board           August 12, 1997
- ---------------------------     (Principal Executive Officer)
Lewis S. Schiller


                                Chief Financial Officer         August 12, 1997
- ---------------------------     (Principal Financial and
Anthony F. Grisanti             Accounting Officer)








NETSMART TECHNOLOGIES, INC.
EXHIBIT 11.1 - CALCULATION OF EARNINGS PER SHARE

                                                     Six Months Ended
                                                     ----------------  
                                                       June 30, 1997
                                                       -------------
                                            Primary EPS        Fully Diluted EPS
                                            -----------        ----------------

Net Loss                                    $(1,239,887)        $(1,239,887)
Dividend Adjustment                                  --                   --
                                             ----------          -----------

Adjusted Net Loss                           $(1,239,887)        $(1,239,887)
                                             ==========          ==========

Loss Per Share:
  Loss Per Share - Note 1                   $      (.18)
                                             ==========
  Loss Per Share - Assuming Full
    Dilution - Note 2                                           $      (.16)
                                                                  =========


Note    1:  Computed  by dividing  net loss by the  weighted  average  number of
        common  shares  (6,800,032)  for the six  months  ended  June 30,  1997.
        Adjusting it by items (i) to (iv) below using the treasury  stock method
        of calculating earnings per share.

        (i)   Assumes  that  369,117  1995  stock  options  issued  in 1995  and
              outstanding  at June 30, 1997 were  exercised at the  beginning of
              the period and that the  proceeds  were used to purchase  treasury
              stock at the average  market price of the  Company's  common stock
              for the period as quoted on the  Nasdaq  SmallCap  Market,  retire
              debt,  redeem  preferred  stock  and  to  invest  the  balance  if
              appropriate.

        (ii)  Assumes  that  129,500  1996  stock  options  issued  in 1996  and
              outstanding  at June 30, 1997 were  exercised at the  beginning of
              the period and that the  proceeds  were used to purchase  treasury
              stock at the average  market price of the  Company's  common stock
              for the period as quoted on the Nasdaq  SmallCap  Market,  retire,
              redeem  preferred  stock  debt,  and  to  invest  the  balance  if
              appropriate.

        (iii) Assumes  Series B common stock  purchase  warrants to purchase and
              aggregate of 877,500 common shares were exercised at the beginning
              of the period and that the proceeds were used to purchase treasury
              stock at the average  market price of the  Company's  common stock
              for the period as quoted on the  Nasdaq  SmallCap  Market,  retire
              debt,  redeem  preferred  stock  and  to  invest  the  balance  if
              appropriate.

        (iv)  Assumes common stock purchase warrants to purchase an aggregate of
              56,250  shares were  exercised at the  beginning of the period and
              that the  proceeds  were used to  purchase  treasury  stock at the
              average market price of the Company's  common stock for the period
              as quoted on the  Nasdaq  SmallCap  Market,  retire  debt,  redeem
              preferred stock and to invest the balance if appropriate.

The proceeds received from the above transactions would then be used to purchase
treasury stock up to 20%,  retire debt redeem  preferred stock and the remaining
balance invested.


<PAGE>


NETSMART TECHNOLOGIES, INC.
EXHIBIT 11.1 - COMPUTATION OF EARNINGS PER SHARE [CONTINUED]



Note 2: Computed  by dividing  net loss by the  weighted  average  number of
        common  shares  (7,727,641)  for the six  months  ended  June  30,  1997
        adjusting it by items (i) to (iv) below using the treasury  stock method
        of calculating earnings per share.

        (i)   Assumes  that  369,117  1995  stock  options  issued  in 1995  and
              outstanding  at June 30, 1997 were  exercised at the  beginning of
              the period and that the  proceeds  were used to purchase  treasury
              stock at the market  price of the  Company's  common stock at June
              30, 1997 as quoted on the Nasdaq  SmallCap  Market,  retire  debt,
              redeem preferred stock and to invest the balance if appropriate.

        (ii)  Assumes  that  129,500  1996  stock  options  issued  in 1996  and
              outstanding  at June 30, 1997 were  exercised at the  beginning of
              the period and that the  proceeds  were used to purchase  treasury
              stock at the market  price of the  Company's  common stock at June
              30, 1997 as quoted on the Nasdaq  SmallCap  Market,  retire  debt,
              redeem preferred stock and to invest the balance if appropriate.

        (iii) Assumes  Series B common stock  purchase  warrants to purchase and
              aggregate of 877,500 common shares were exercised at the beginning
              of the period and that the proceeds were used to purchase treasury
              stock at the market  price of the  Company's  common stock at June
              30, 1997 as quoted on the Nasdaq  SmallCap  Market,  retire  debt,
              redeem preferred stock and to invest the balance if appropriate.

        (iv)  Assumes  that  stock  options  to  purchase   56,250  shares  were
              exercised  at the  beginning  of the period and that the  proceeds
              were used to purchase  treasury  stock at the market  price of the
              Company's  common  stock at June 30,  1997 as quoted on the Nasdaq
              SmallCap  Market ,  retire  debt,  redeem  preferred  stock and to
              invest the balance if appropriate.

The proceeds received from the above transactions would then be used to purchase
treasury stock up to 20%, retire debt,  redeem preferred stock and the remaining
balance invested.

NOTE - This calculation is submitted in accordance with the Securities  Exchange
Act of 1934  Release No.  9083,  although  it is contrary to para.  40 of APB 15
because it may produce an anti-dilutive result.


<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
     CONSOLIDATED BALANCE SHEET AND THE CONSOLIDATED STATEMENT OF OPERATIONS
     FILED AS PART OF THE QUARTERLY REPORT ON FORM 10-Q AND IS QUALIFIED IN 
     ITS ENTIRETY BY REFERENCE TO SUCH QUARTERLY REPORT ON FORM 10-Q.
</LEGEND>
<CIK>                         0001011028
<NAME>                        NETSMART TECHNOLOGIES, INC.
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                              DEC-31-1997
<PERIOD-START>                                 JAN-1-1997
<PERIOD-END>                                   JUN-30-1997
<CASH>                                         22,395
<SECURITIES>                                        0
<RECEIVABLES>                               2,431,572
<ALLOWANCES>                                        0
<INVENTORY>                                         0
<CURRENT-ASSETS>                            3,309,127
<PP&E>                                        786,052
<DEPRECIATION>                                395,515
<TOTAL-ASSETS>                              7,572,522
<CURRENT-LIABILITIES>                       4,387,643
<BONDS>                                             0
                               0
                                        12
<COMMON>                                       68,110
<OTHER-SE>                                          0
<TOTAL-LIABILITY-AND-EQUITY>                 7,572,522
<SALES>                                      3,313,053
<TOTAL-REVENUES>                             3,313,053
<CGS>                                        2,890,771
<TOTAL-COSTS>                                2,890,771
<OTHER-EXPENSES>                             1,511,636
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             150,533
<INCOME-PRETAX>                             (1,239,877)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                         (1,239,887)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                (1,239,887)
<EPS-PRIMARY>                                     (.18)
<EPS-DILUTED>                                     (.16)
        





</TABLE>


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