PATIENT INFOSYSTEMS INC
10-Q, 1997-09-09
MISC HEALTH & ALLIED SERVICES, NEC
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q

(Mark One)

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



For the quarterly period ended:   June 30, 1997


                                       OR

[    ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
         THE SECURITIES EXCHANGE ACT OF 1934  [NO FEE REQUIRED]

For the transition period from .....................to.......................

Commission file number:   0-22319

                            PATIENT INFOSYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

__________Delaware_________________   _________16-1476509________________
(State or other jurisdiction of       (I.R.S. Employer Identification No.)
 incorporation or organization)

                      46 Prince Street, Rochester, NY 14607
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (716) 242-7200
              (Registrant's telephone number, including area code)


     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the  Securities  Exchange Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing  requirements  for the  last 90  days.  Yes  __X___  No  _____ 

As of July 31,1997, 7,971,802 shares of common stock were outstanding.

<PAGE>

PART 1.  FINANCIAL INFORMATION

Item 1.  Financial Statements.

PATIENT INFOSYSTEMS, INC.

CONDENSED BALANCE SHEETS
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>


ASSETS                                                 June 30, 1997 December 31, 1996
                                                       ------------- -----------------
<S>                                                    <C>           <C>
                                                         Unaudited)      (Audited)
CURRENT ASSETS:
  Cash and cash equivalents.........................    $ 2,303,039     $15,666,609
  Marketable securities ............................     13,170,820            --
  Accounts receivable ..............................        405,788         386,215
  Accrued interest receivable ......................        131,748            --
  Prepaid expenses and other current assets ........        201,739         170,526
                                                         ----------      ----------
        Total current assets .......................     16,213,134      16,223,350

PROPERTY AND EQUIPMENT, net ........................        984,576         862,037

OTHER ASSETS .......................................        250,000            --
                                                         ----------      ----------   

TOTAL ASSETS .......................................   $ 17,447,710    $ 17,085,387
                                                       ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable .................................   $    396,591    $    196,674
  Accrued salaries and wages .......................        226,841         127,029
  Accrued expenses .................................        131,306         211,457
  Accrued initial public offering costs ............           --           446,568
  Deferred revenue .................................        409,485         582,783
  Accrued loss on development contracts ............         57,896          67,139
                                                          ---------       ---------   
        Total current liabilities ..................      1,222,119       1,631,650
                                                          ---------       ---------     
STOCKHOLDERS' EQUITY:
  Common stock - $.01 par value:  shares authorized:
      20,000,000; issued and outstanding:
      June 30, 1997- 7,971,802; December 31, 1996 -
      7,653,202                                              79,718          76,532
  Additional paid-in capital .......................     21,543,746      19,300,293
  Unrealized gain on investments available for sale           6,645            --
  Retained earnings ................................     (5,404,518)     (3,923,088)
                                                         ----------      ---------- 
        Total stockholders' equity .................     16,225,591      15,453,737
                                                         ----------      ----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .........   $ 17,447,710    $ 17,085,387
                                                       ============    ============

</TABLE>

See notes to condensed financial statements.


<PAGE>

PATIENT INFOSYSTEMS, INC.

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>


                                         Three Months Ended           Six Months Ended
                                              June 30,                     June 30,
                                         1997         1996            1997          1996
                                         ----         ----            ----          ----
<S>                                <C>            <C>            <C>            <C>

REVENUES .......................   $   570,330    $   299,180    $ 1,093,806    $   465,416
                                   -----------    -----------    -----------    -----------

COSTS AND EXPENSES:
  Cost of sales ................       534,491        283,851        886,143        447,312
  Sales and marketing ..........       394,148        206,796        803,660        389,756
  General and administrative ...       573,558        513,897        984,934        902,188
  Research and development .....       179,985         18,107        337,169         26,736
                                     ---------      ---------      ---------      ---------
        Total costs and expenses     1,682,182      1,022,651      3,011,906      1,765,992
                                     ---------      ---------      ---------      ---------

OPERATING LOSS .................    (1,111,852)      (723,471)    (1,918,100)    (1,300,576)

INTEREST INCOME ................       218,946         11,770        436,670         20,669
                                     ---------      ---------      ---------      ---------

NET LOSS .......................   $  (892,906)   $  (711,701)   $(1,481,430)   $(1,279,907)
                                   ===========    ===========    ===========    =========== 

NET LOSS PER COMMON AND
  COMMON SHARE
  EQUIVALENTS ..................   $      (.11)   $     (.12)    $      (.19)   $      (.21)
                                   ===========    ==========     ===========    =========== 


WEIGHTED AVERAGE COMMON
  AND COMMON SHARE
  EQUIVALENTS ..................     7,971,802      6,181,249      7,957,220      6,118,749
                                     =========      =========      =========      =========

</TABLE>


See notes to condensed financial statements.

<PAGE>


PATIENT INFOSYSTEMS, INC.

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                                    Six Months       Six Months
                                                                                       Ended            Ended
                                                                                   June 30, 1997    June 30, 1996
                                                                                   -------------    -------------
<S>                                                                                <C>             <C>      

OPERATING ACTIVITIES:
  Net loss .....................................................................   $ (1,481,430)   $ (1,279,907)
  Adjustments to reconcile net loss to net cash used in
    operating activities:
      Depreciation and amortization ............................................        142,161          82,437
      Amortization of premiums and discounts on available-for-sale
            marketable securities ..............................................       (118,014)           --
      Compensation expense related to issuance of stock warrants ...............          9,040          10,133
      (Increase) in accounts receivable ........................................        (19,573)        (68,207)
      (Increase) in accrued interest receivable ................................       (117,046)         (9,000)
      (Increase) in prepaid expenses and other current assets ..................        (45,915)        (72,189)
      Increase (decrease) in accounts payable ..................................        199,916        (214,101)
      Increase in accrued salaries and wages ...................................         99,812         127,898
      (Decrease) increase in accrued expenses ..................................        (80,151)         54,789
      (Decrease) increase in deferred revenue ..................................       (173,298)        286,371
      (Decrease) increase in accrued loss on development contracts .............         (9,243)         46,923
                                                                                      ---------       --------- 

           Net cash used in operating activities ...............................     (1,593,741)     (1,034,853)
                                                                                      ---------       ---------             

INVESTING ACTIVITY:
  Property and equipment additions .............................................       (264,699)       (239,178)
  Purchases of available-for-sale marketable securities ........................    (14,539,161)           --
  Maturities of available-for-sale marketable securities .......................      1,493,000            --
  Purchase of long-term investments ............................................       (250,000)           --
                                                                                     ----------       --------- 
           Net cash used in investing activities ...............................    (13,560,860)       (239,178)
                                                                                     ----------       ---------

FINANCING ACTIVITIES:
  Proceeds from issuance of common and preferred stock, net ....................      2,237,599       2,996,750
  (Decrease) in accrued initial public offering costs ..........................       (446,568)           --
                                                                                     ----------      ----------
           Net cash provided by financing activities ...........................      1,791,031       2,996,750
                                                                                     ----------      ----------
DECREASE IN CASH AND CASH  EQUIVALENTS .........................................    (13,363,570)      1,722,719
                                                             
CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD ..........................................................     15,666,609       1,182,080
                                                                                     ----------      ----------

CASH AND CASH EQUIVALENTS AT
  END OF PERIOD ................................................................   $  2,303,039    $  2,904,799
                                                                                   ============    ============
</TABLE>

<PAGE>

PATIENT INFOSYSTEMS, INC.

Notes to Condensed Financial Statements

1.   The  condensed  financial  statements  for the  three and six month
     periods  ended  June  30,  1997  and 1996 are  unaudited  and  reflect  all
     adjustments (consisting only of normal recurring adjustments) which are, in
     the  opinion  of  management,  necessary  for a  fair  presentation  of the
     financial  position  and  operating  results for the interim  periods.  The
     condensed  financial  statements  should  be read in  conjunction  with the
     financial   statements  and  notes  thereto,   together  with  management's
     discussion  and analysis of financial  condition  and results of operations
     contained in the  Company's  Annual  Report on Form 10-K for the year ended
     December 31, 1996.  The results of operations for the six months ended June
     30 , 1997 are not  necessarily  indicative  of the  results  for the entire
     fiscal year ending December 31, 1997.

2.   In March 1997,  the  Financial  Accounting  Standards  Board (FASB)
     issued  Statement  of  Financial   Accounting  Standards  (SFAS)  No.  128,
     "Earnings Per Share." This new standard requires dual presentation of basic
     and diluted earnings per share (EPS) on the face of the earnings  statement
     and requires a  reconciliation  of the numerators and denominators of basic
     and diluted EPS  calculations.  This  statement  will be effective  for the
     Company's 1997 fiscal year.  The Company has not performed the  calculation
     for the pro forma  financial  statement  effect of the  application of this
     standard,  however  management  believes the results  would not  materially
     differ from earnings per share as shown.

     In June 1997, FASB issued SFAS No. 130,  "Reporting  Comprehensive  Income"
     and SFAS No. 131,  "Disclosures about Segments of an Enterprise and Related
     Information."  SFAS  No.  130  establishes   standards  for  reporting  and
     disclosure  of  comprehensive   income  and  its  components  in  financial
     statement format.  Comprehensive  income is defined as the change in equity
     of a business enterprise during a period from transactions and other events
     and  circumstances  from nonowner sources.  Items considered  comprehensive
     income  include   foreign   currency  items,   minimum  pension   liability
     adjustments and unrealized gains and losses on certain  investments in debt
     and equity securities.  SFAS No. 130 is effective for financial  statements
     for fiscal years beginning after December 15, 1997.

     SFAS No. 131  establishes  standards  for the reporting  information  about
     operating  segments by public entities in annual  financial  statements and
     requires that those entities  report selected  information  about operating
     segments  in  interim  financial  reports  issued  for  shareholders.  This
     Statement  supercedes SFAS No. 14,  "Financial  Reporting for Segments of a
     Business   Enterprise"   and  amends   SFAS  No.  94,   "Consolidation   of
     All-Majority-Owned   Subsidiaries."  SFAS  No.  131  requires  that  public
     entities report financial and descriptive  information about its reportable
     business segments. This statement is effective for financial statements for
     periods beginning after December 15, 1997.

3.   During the six month  period  ended June 30,  1997,  the Company  purchased
     marketable  investment  securities which are considered  available for sale
     and are  recorded at fair value,  based on quoted  market  prices.  The net
     unrealized  holding gain or loss on  marketable  investment  securities  is
     included as a separate component of stockholders'  equity. A decline in the
     fair value of any marketable investment security below cost, that is deemed
     other than temporary,  is charged to earnings resulting in a new cost basis
     for the security.  Costs of investments sold are determined on the basis of
     specific identification.

     The cost or amortized cost and estimated market values of
     investments were as follows at June 30, 1997:

                                             Cost or      Gross     Estimated
                                            Amortized   Unrealized    Market
                                              Cost        Gains       Value

   U.S. Treasury securities and
     obligations of U.S. government
      corporations and agencies             $13,164,175  $ 6,645  $13,170,820
                                            ===========  =======  ===========
<PAGE>

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

     Management's  discussion  and analysis  provides a review of the  Company's
operating  results for the three and six month  periods  ended June 30, 1997 and
1996, and its financial  condition at June 30, 1997. The focus of this review is
on the underlying  business reasons for significant changes and trends affecting
the revenues,  net earnings and financial condition of the Company.  This review
should  be  read  in  conjunction  with  the  accompanying  condensed  financial
statements.

     In an effort to give investors a well-rounded view of the Company's current
condition  and  future  opportunities,  this  Quarterly  Report on Form 10-Q may
include  forecasts by the  Company's  management  about future  performance  and
results.   Because   they   are   forward-looking,   these   forecasts   involve
uncertainties.  These  uncertainties  include  risks of market  acceptance of or
preference  for the Company's  systems and  services,  competitive  forces,  the
impact of, and changes in, government  regulations,  general economic factors in
the  healthcare  industry and other factors  discussed in the Company's  filings
with the Securities and Exchange Commission.
Results of Operations

         Revenues

     The Company  generated  revenue of $570,330  during the three  months ended
June 30,  1997,  a 91%  increase  over  revenue of $299,180 for the three months
ended  June 30,  1996.  For the six  months  ended June 30,  1997,  revenue  was
$1,093,806, a 135% increase over revenue of $465,416 during the six months ended
June 30, 1996. The following is a summary of revenue by category:

                           Three Months Ended            Six Months Ended
                                June 30,                     June 30,
                           1997          1996            1997         1996
                           ----          ----            ----         ----
Revenues
- --------
Development              $197,020      $285,958     $  603,104      $451,393
Licensing                 195,833         5,556        283,333         5,556
Operations                177,476         7,667        207,369         8,468
                          -------         -----        -------         -----
                         $570,330      $299,180     $1,093,806      $465,416
                         ========      ========     ==========      ========

     Program  development  revenue  represents the fees that the Company charges
its  customers  for  the  development  of  its  customized   programs.   Program
development  revenue  declined  from the  second  quarter  of 1996 to the second
quarter of 1997 as the Company reduced its  development  fees charged to certain
customers,  and entered into  arrangements  providing for development fees based
upon a program  outcome to be measured at a later date.  The increase in program
development revenue from the first six months of 1996 to the first six months of
1997 reflects the increase from 1996 to 1997, primarily during the first quarter
of 1997, in the number of different programs which produced program  development
revenue.  The program development revenue for the six months ended June 30, 1997
also reflects the recognition of deferred development revenue of $80,021 related
to a weight  management  program  which  was  under  development  pursuant  to a
Services  Agreement  with a customer.  The customer  has been denied  regulatory
approval for the use of their  pharmaceutical  product for the indication  which
was the focus of the program, and, therefore,  because the Company believes that
no further  development  of this  program will occur  pursuant to this  Services
Agreement the remaining  deferred  development  revenue was  recognized.  As the
Company expands its operations,  it intends to continue to emphasize  operations
revenue to the exclusion of development revenues.

     Licensing revenue represents amounts that the Company charges its customers
for the right to  enroll  patients  in or the right to market to other  entities
certain  of its  programs,  primarily  the  Company's  standardized  asthma  and
diabetes programs,  and the right to have access to data collected from patients
enrolled in such programs.  The Company did not initiate any licensing  activity
until the second quarter of 1996, therefore licensing revenues for the three and
six month  periods  ended June 30,  1997 were  significantly  higher  than those
generated during the corresponding periods in 1996.

     Operations  revenues are generated as the Company provides  services to the
Company's  customers.  These revenues increased  significantly for the three and
six month periods ended June 30, 1997 as compared to the  corresponding  periods
in 1996, due to initiation of patient enrollments in the Company's disease state
management  programs  during  the  fourth  quarter  of 1996  and  the  Company's
initiation  of its physician  education  programs  during the second  quarter of
1997.

     The Company  anticipates  that it will begin to provide  other  services to
customers in the healthcare  industry during 1997 which involve new applications
of its information  capture and delivery system.  These services include patient
surveys,  health risk  assessments,  nursing support lines and marketing support
functions.

     Interest  income was $218,946 for the three months ended June 30, 1997,  as
compared to $11,770 for the three month period ended June 30, 1996.  For the six
months ended June 30, 1997 interest income was $436,670,  as compared to $20,669
for the six months ended June 30, 1996. The increase in interest income reflects
the deposit of  additional  funds  available to the Company for  investment as a
result of the closing of its initial public offering on December 19, 1996.

         Costs and Expenses

     Cost of sales includes salaries and related benefits,  services provided by
third  parties,  and  other  expenses  associated  with the  development  of the
Company's customized disease state management programs, as well as the operation
of each of its disease state  management  programs.  In addition,  cost of sales
includes accrued losses on program  development in accordance with the Company's
policy of recognizing such losses, if any, in full as identified.  Cost of sales
was $534,491  for the three months ended June 30, 1997,  as compared to $283,851
during the three months  ended June 30, 1996.  For the six months ended June 30,
1997,  cost of sales was  $886,143,  as compared to $447,312  for the six months
ended June 30, 1996.  The increase in these costs from 1996 to 1997  reflects an
increased level of program  development and operational  activities,  as well as
the Company's creation of the capacity necessary to handle anticipated increases
in the number of individuals to whom the Company intends to provide services.

     Sales and marketing  expenses for the three months ended June 30, 1997 were
$394,148,  as  compared to $206,796  for the three month  period  ended June 30,
1996.  For the six months ended June 30, 1997 sales and marketing  expenses were
$803,660,  as  compared to  $389,756  for the same  period in 1996.  These costs
consist primarily of salaries,  related benefits,  travel costs, sales materials
and other marketing related expenses. Spending in this area has increased due to
significant  expansion  of  the  Company's  sales  and  marketing  staff.  It is
anticipated  that the Company will continue to make  significant  investments in
the sales and marketing process,  and that such expenses will increase in future
periods.

     General  and  administrative   expenses  include  the  costs  of  corporate
operations,  finance and accounting, human resources and other general operating
expenses of the  Company.  General  and  administrative  expenses  for the three
months ended June 30, 1997 were $573,558,  as compared to $513,897 for the three
month period ended June 30, 1996. For the six months ended June 30, 1997 general
and  administrative  expenses  were $984,934 as compared to $902,188 for the six
months ended June 30, 1996.  These  expenditures  have been incurred in order to
maintain the corporate  infrastructure  necessary to support anticipated program
development  and  operations.  The  increase  in these  costs  was  caused by an
increase  in the  Company's  level of  business  activity,  and the  addition of
required  administrative   personnel.  The  Company  expects  that  general  and
administrative expenses will continue to increase in future periods.

     Research and development expenses consist primarily of salaries and related
benefits  and  administrative  costs  allocated  to the  Company's  research and
development  personnel for  development of certain  components of its integrated
information  capture and delivery  system and the conduct of a clinical trial of
the Company's  asthma  program and  development  of the  Company's  standardized
disease state  management  programs.  Research and development  expenses for the
three months ended June 30, 1997 were  $179,985,  and were $18,107 for the three
months ended June 30, 1996.  For the six months ended June 30, 1997 research and
development  costs were $337,169,  as compared to $26,736 for the same period in
1996. The increase in these costs reflects the development activities related to
the  Company's  standardized  disease  state  management  programs  for patients
suffering  from asthma and diabetes and the costs  associated  with the clinical
trial  of  its  asthma  program.  The  Company  anticipates  that  research  and
development expenses will continue at the current level, or increase slightly in
future periods,  as the Company  continues to expand the number of programs that
it develops and makes available to its customers on a standardized basis.

Liquidity and Capital Resources

     At June 30,  1997 the  Company  had  working  capital  of  $14,994,016,  as
compared to working  capital of  $14,591,700  at December  31,  1996.  Since its
inception,  the Company has primarily  funded its  operations,  working  capital
needs and capital expenditures from the sale of equity securities. The Company's
initial  capitalization  of $500,000 was completed in February 1995. The Company
received  $1,800,000 from the sale of equity  securities in a private  placement
during the third  quarter of 1995,  and  $3,000,000  from the sale of additional
equity  securities in a private  placement during the second quarter of 1996. On
December 19, 1996 the Company completed an initial public offering of its common
stock  which  generated  net  proceeds  to  the  Company  of  $14,082,048.   The
underwriters  of  the  Company's   initial  public   offering   exercised  their
over-allotment  option on January  8, 1997,  resulting  in net  proceeds  to the
Company of  $2,232,000.  The Company's net loss of $1,481,430  for the first six
months  of 1997  was  offset  by the  receipt  of the  proceeds  of the  sale of
additional securities upon the closing of the over-allotment  option, however it
is anticipated  that the Company's  continuing  losses will result in continuing
reduction of working capital.

     Certain of the  Company's  development  contracts  require that payments be
made by the customer at the time of contract execution and at the achievement of
certain  milestones  in the  development  process.  These  payments are normally
received in advance of the Company's  recognition of the associated revenue. The
timing of customer payments for program  operation  services varies by contract,
but has often occured  prior to the  associated  services  being  provided.  The
Company  recognizes  deferred  revenue for amounts  billed for these services in
advance of the  rendering  of the  services.  The advance  payments  have been a
source of liquidity for the Company.  The Company anticipates that although such
billing  practices  are likely to  continue  in this  manner in the  foreseeable
future they will become less frequent as they Company absorbs more costs related
to program development.

     The Company has been  substantially  dependent  upon the public and private
sale of securities to fund its research and  development  activities and working
capital  requirements.  In order  to  implement  programs  using  the  Company's
integrated information capture and delivery system, the Company will be required
to devote  substantial  additional assets to the development of technology,  the
construction  of  physical  facilities  and the  acquisition  of  telephone  and
computer equipment.  The Company will also be required to retain the services of
employees in advance of obtaining contracts to provide services.

Inflation

     Inflation did not have a significant  impact on the Company's  costs during
either the first six months of 1997 or the first six months of 1996. The Company
continues  to monitor the impact of  inflation  in order to minimize its effects
through pricing strategies, productivity improvements and cost reductions.

Recent Accounting Pronouncements

     In March 1997,  the  Financial  Accounting  Standards  Board (FASB)  issued
Statement  of  Financial  Accounting  Standards  (SFAS) No. 128,  "Earnings  Per
Share," which will be effective  during the fourth quarter of 1997. SFAS No. 128
will  require  the  Company in its fourth  quarter  and in its annual  report to
restate all previously  reported  earnings per share information to conform with
the new  pronouncement's  requirements.  See Note 2 of the  Notes  to  Financial
Statements.

     FASB recently issued SFAS No. 130 on "Reporting  Comprehensive  Income" and
SFAS No.  131 on  "Disclosures  about  Segments  of an  Enterprise  and  Related
Information."  The "Reporting  Comprehensive  Income"  standard is effective for
fiscal  years  beginning  after  December 15, 1997.  This  standard  changes the
reporting of certain items currently reported in the common stock equity section
of the  balance  sheet  and is not  expected  to have a  material  effect on the
Company's financial statements. The "Disclosures about Segments of an Enterprise
and Related  Information"  standard is also effective for fiscal years beginning
after December 15, 1997.  This standard  requires that public  companies  report
certain information about operating segments in their financial  statements.  It
also establishes  related  disclosures  about products and services,  geographic
areas, and major customers. The Company is currently evaluating what impact this
standard  will have on its  disclosures.  See Note 2 of the  Notes to  Financial
Statements.

Forward Looking Statements

     When used in this and in future  filings by the Company with the Securities
and Exchange Commission,  in the Company's press releases and in oral statements
made with the approval of an authorized  executive  officer of the Company,  the
words or phrases "will likely result,"  "expects," "plans," "will continue," "is
anticipated,"  "estimated,"  "project,"  or  "outlook"  or  similar  expressions
(including  confirmations by an authorized  executive  officer of the Company of
any such  expressions  made by a third party with  respect to the  Company)  are
intended  to  identify  "forward-looking  statements"  within the meaning of the
Private Securities  Litigation Reform Act of 1995. The Company wishes to caution
readers not to place undue reliance on any such forward-looking statements, each
of which speak only as of the date made.  Such statements are subject to certain
risks and  uncertainties  that could cause actual  results to differ  materially
from  historical  earnings and those presently  anticipated or projected.  These
uncertainties  include  risks of  market  acceptance  of or  preference  for the
Company's systems and services,  competitive  forces, the impact of, and changes
in, government regulations,  general economic factors in the healthcare industry
and other factors  discussed in the Company's  filings with the  Securities  and
Exchange  Commission.  The Company  has no  obligation  to publicly  release the
result of any revisions which may be made to any  forward-looking  statements to
reflect anticipated or unanticipated events or circumstances occurring after the
date of such statements.

<PAGE>




PART II - OTHER INFORMATION

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

     The Company's  annual meeting of  stockholders  was held in Rochester,  New
York at 10:00 a.m.  local  time,  on  Tuesday,  June 17,  1997.  Proxies for the
meeting were solicited  pursuant to Regulation 14 under the Securities  Exchange
Act of 1934, as amended. There was no solicitation in opposition to the nominees
for  election as directors  as listed in the proxy  statement,  and all nominees
were elected.

     Out  of  a  total  of  7,971,802  shares  of  the  Company's  common  stock
outstanding and entitled to vote,  6,125,948  shares were present at the meeting
in person or by proxy,  representing  approximately 76.8 percent.  Matters voted
upon at the meeting were as follows:

     a) Election of five directors to serve on the Company's board of directors.
Drs. Schaffer,  Kohrt and McNeil and Messrs. Carlberg and Pappajohn were elected
to serve until the next annual meeting of stockholders or until their successors
are duly elected and qualified. The vote tabulation with respect to each nominee
was as follows:

   Nominee                                 Votes For              Votes Against
   -------                                 ---------              ------------- 
   Dr. Derace L. Schaffer                   6,125,948                    0
   Donald A. Carlberg                       6,125,948                    0
   Dr. Carl F. Kohrt                        6,125,948                    0
   Dr. Barbara J. McNeil                    6,125,948                    0
   John Pappajohn                           6,125,948                    0


     b) To ratify  the  selection  of  Deloitte & Touche,  LLP as the  Company's
independent auditors for the fiscal year ending December 31, 1997. The selection
was approved  with  6,125,948  votes for the  selection and no votes against the
selection.

Item 5.  Other Information

     The Company's Sr. Vice President,  Chief Financial  Officer,  Secretary and
Treasurer,  Mr.  Gregory D. Brown,  has  announced  his  resignation  from those
offices effective August 15, 1997.

Item 6. Exhibits and Reports on Form 8-K

     No reports on Form 8-K were filed during the quarter ended June 30, 1997.

Exhibits:

(11)     Statements of Computation of Per Share Earnings
         See Page 11 of this Quarterly Report on Form 10-Q.

(27)     Financial Data Schedule
         Filed electronically





Exhibit 11.       Statement of Computation of Per Share Earnings

PATIENT INFOSYSTEMS, INC.
<TABLE>
<CAPTION>
                                                                  Three Months Ended             Six Months Ended
                                                                   June 30,                          June 30,
                                                                 1997           1996            1997           1996
<S>                                                           <C>            <C>            <C>             <C>    
                                                    
Net Loss ...........................................          $ (892,$06)    $ (711,701)    $(1,481,430)    $1,279,907)
                                                              ==========     ==========     ===========     ========== 

Weighted average Common Stock outstanding ..........           7,971,802     3,602,880        7,957,220      3,602,880

Weighted average Series A Convertible
     Stock outstanding ...........................                 -         1,296,000            -          1,296,000

Staff Accounting Bulletin Common Stock equivalents:

     Series B Convertible Preferred Stock
     issued May and June of 1996, calculated using the
     treasury stock method ...........................             -           500,000            -            437,500

     Dilutive effect of stock options granted in
     the preceding twelve months, calculated
     using the treasury stock method ................              -           782,369            -            782,369
                                                              ---------      ---------       ---------       ---------

Number of shares to be used in calculation .........          7,971,802      6,181,249       7,957,220       6,118,749
                                                              ---------      ---------       ---------       ---------
 
Loss per common share ................................       $    (0.11)    $    (0.12)     $    (0.19)     $    (0.21)
                                                             ==========     ==========      ==========      ========== 
</TABLE>

<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.

Dated:  August 14, 1997



PATIENT INFOSYSTEMS, INC.
(Registrant)




/s/ Gregory D. Brown
Gregory D. Brown
Senior Vice President, Chief Financial Officer,
  Secretary and Treasurer



/s/ Lynda J. Bates
Lynda J. Bates, CPA
Controller
(Principal Accounting Officer)


<TABLE> <S> <C>


<ARTICLE>                                                 5
<MULTIPLIER>                                              1
                                                 
<S>                                               <C>
<PERIOD-TYPE>                                         6-MOS
<FISCAL-YEAR-END>                               DEC-31-1997
<PERIOD-START>                                  JAN-01-1997
<PERIOD-END>                                    JUN-30-1997
<CASH>                                            2,303,039
<SECURITIES>                                     13,170,820
<RECEIVABLES>                                       405,788
<ALLOWANCES>                                              0
<INVENTORY>                                               0
<CURRENT-ASSETS>                                    333,487
<PP&E>                                            1,339,209
<DEPRECIATION>                                      354,633
<TOTAL-ASSETS>                                   17,447,710
<CURRENT-LIABILITIES>                             1,222,119
<BONDS>                                                   0
                                     0
                                               0
<COMMON>                                             79,718
<OTHER-SE>                                       16,145,873
<TOTAL-LIABILITY-AND-EQUITY>                     17,447,710
<SALES>                                           1,093,806
<TOTAL-REVENUES>                                  1,093,806
<CGS>                                               886,143
<TOTAL-COSTS>                                     3,011,906
<OTHER-EXPENSES>                                          0
<LOSS-PROVISION>                                          0
<INTEREST-EXPENSE>                                        0
<INCOME-PRETAX>                                  (1,481,430)
<INCOME-TAX>                                              0
<INCOME-CONTINUING>                              (1,481,430)
<DISCONTINUED>                                            0
<EXTRAORDINARY>                                           0
<CHANGES>                                                 0
<NET-INCOME>                                     (1,481,430)
<EPS-PRIMARY>                                         (0.19)
<EPS-DILUTED>                                         (0.19)
        
 

</TABLE>


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