PATIENT INFOSYSTEMS INC
10-Q, 1997-11-14
MISC HEALTH & ALLIED SERVICES, NEC
Previous: SUN BANCORP INC /NJ/, 10-Q, 1997-11-14
Next: RECOVERY NETWORK INC, 10-Q, 1997-11-14






                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: September 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 September 30,1997, 7,969,972 shares of common stock were outstanding.
                                      



<PAGE>


PART 1.  FINANCIAL INFORMATION

Item 1.  Financial Statements.

PATIENT INFOSYSTEMS, INC.

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

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

ASSETS                                                                                             
                                                                                           Unaudited)        (Audited)
CURRENT ASSETS:
  Cash and cash equivalents ............................................................   $  2,300,679    $ 15,666,609
  Marketable securities ................................................................     11,700,371            --
  Accounts receivable ..................................................................        804,310         386,215
  Accrued interest receivable ..........................................................        139,479            --
  Prepaid expenses and other current assets ............................................        100,263         170,526
                                                                                           ------------    ------------
        Total current assets ...........................................................     15,045,102      16,223,350

PROPERTY AND EQUIPMENT, net ............................................................        996,989         862,037

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

TOTAL ASSETS ...........................................................................   $ 16,292,091    $ 17,085,387
                                                                                           ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable .....................................................................   $    169,287    $    196,674
  Accrued salaries and wages ...........................................................        208,042         127,029
  Accrued expenses .....................................................................        101,182         211,457
  Accrued initial public offering costs ................................................           --           446,568
  Deferred revenue .....................................................................        633,252         582,783
  Accrued loss on development contracts ................................................         41,165          67,139
                                                                                           ------------    ------------
        Total current liabilities ......................................................      1,152,928       1,631,650
                                                                                           ------------    ------------

STOCKHOLDERS' EQUITY:
  Common stock - $.01 par value:  shares authorized:
      20,000,000; issued and outstanding:
      September 30, 1997- 7,995,062; December 31,
         1996 - 7,653,202 ..............................................................         80,085          76,532
  Additional paid-in capital ...........................................................     21,547,739      19,300,293
  Unrealized gain on investments available for sale ....................................         13,419            --
  Retained earnings ....................................................................     (6,502,080)     (3,923,088)
                                                                                           ------------    ------------
        Total stockholders' equity .....................................................     15,139,163      15,453,737
                                                                                           ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .............................................   $ 16,292,091    $ 17,085,387
                                                                                           ============    ============

</TABLE>

See notes to condensed financial statements.
<PAGE>

PATIENT INFOSYSTEMS, INC.

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


                                                           Three Months Ended             Nine Months Ended
                                                             September 30,                  September 30,
                                                           1997          1996             1997         1996
                                                           ----          ----             ----         ----
<S>                                                   <C>            <C>            <C>            <C>
                                                      

REVENUES ...........................................  $   433,059    $   178,729    $ 1,526,866    $   644,146
                                                      -----------    -----------    -----------    -----------    
COSTS AND EXPENSES:
  Cost of sales ....................................      398,696        153,812      1,284,838        601,124
  Sales and marketing ..............................      492,318        226,789      1,295,979        616,545
  General and administrative .......................      754,555        396,613      1,739,490      1,298,801
  Research and development .........................       93,230        133,882        430,399        160,619
                                                      -----------    -----------    -----------    -----------   

        Total costs and expenses ...................    1,738,799        911,096      4,750,706      2,677,089
                                                      -----------    -----------    -----------    -----------    
OPERATING LOSS .....................................   (1,305,740)      (732,367)    (3,223,840)    (2,032,943)

INTEREST INCOME ....................................      208,178         32,664        644,848         53,333
                                                      -----------    -----------    -----------    -----------    

NET LOSS ...........................................  $(1,097,562)   $  (699,703)   $(2,578,992)   $(1,979,610)
                                                      ===========    ===========    ===========    ===========
NET LOSS PER COMMON AND
  COMMON SHARE
  EQUIVALENTS ......................................  $      (.14)   $      (.11)   $      (.32)   $      (.32)
                                                      ===========    ===========    ===========    ===========
                                                                  
WEIGHTED AVERAGE COMMON
  AND COMMON SHARE
  EQUIVALENTS ......................................    7,995,062      6,423,553      7,969,972      6,215,220
                                                        =========      =========      =========      =========

</TABLE>


See notes to condensed financial statements.

<PAGE>

[PATIENT INFOSYSTEMS, INC.

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                                   Nine Months        Nine Months
                                                                                      Ended              Ended
                                                                               September 30, 1997 September 30, 1996
                                                                               ------------------ ------------------
<S>                                                                             <C>                 <C>    
                                                                                                                  
OPERATING ACTIVITIES:
  Net loss .....................................................................    $(2,578,992       $(1,979,610)
  Adjustments to reconcile net loss to net cash used in
    operating activities:
      Depreciation and amortization ............................................        218,690           129,087
      Amortization of premiums and discounts on available-for-sale
            marketable securities ..............................................       (171,501)             --
      Compensation expense related to issuance of stock warrants ...............          6,299            13,208
      (Increase) in accounts receivable ........................................       (418,095)          (33,441)
      (Increase) in accrued interest receivable ................................       (124,777)             --
      Decrease (increase) in prepaid expenses and other current assets .........         55,561          (174,117)
      (Decrease) in accounts payable ...........................................       (147,355)         (143,212)
      Increase in accrued salaries and wages ...................................         81,014            68,827
      Increase in accrued expenses .............................................          9,692           102,276
      Increase in deferred revenue .............................................         50,469           113,871
      (Decrease) increase in accrued loss on development contracts .............        (25,974)           47,911
                                                                                    -----------       -----------

            Net cash used in operating activities ..............................     (3,044,969)       (1,855,200)
                                                                                    -----------       -----------
INVESTING ACTIVITY:
  Property and equipment additions .............................................       (353,641)         (304,004)
  Purchases of available-for-sale marketable securities ........................    (16,060,452)             --
  Maturities of available-for-sale marketable securities .......................      4,545,000              --
  Increase in other assets .....................................................       (250,000)             --
                                                                                    -----------       -----------

          Net cash used in investing activities ................................    (12,119,093)         (304,004)
                                                                                    -----------       -----------

FINANCING ACTIVITIES:
  Proceeds from issuance of common and preferred stock, net ....................      2,244,700         2,999,752
  (Decrease) in accrued initial public offering costs ..........................       (446,568)             --
                                                                                    -----------       -----------

            Net cash provided by financing activities ..........................      1,798,132         2,999,752
                                                                                    -----------       -----------

NET (DECREASE) INCREASE IN CASH AND CASH  EQUIVALENTS ..........................    (13,365,930)          840,548 
CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD ..........................................................     15,666,609         1,182,080
                                                                                    -----------       -----------
                                                                                                                                 

CASH AND CASH EQUIVALENTS AT
  END OF PERIOD ................................................................    $ 2,300,679       $ 2,022,628
                                                                                    ===========       ===========
</TABLE>


See notes to condensed financial statements.

<PAGE>


PATIENT INFOSYSTEMS, INC.

Notes to Condensed Financial Statements


1.   The  condensed  financial  statements  for the three and nine month periods
     ended September 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 nine months ended  September 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.  Management  has not  fully
     analyzed  the  impact  of SFAS No.  131,  and  believes  that  the  Company
     currently operates in one business segment.

3.   During  the nine  month  period  ended  September  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 September 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      $11,686,952     $13,419       $11,700,371
                                    ===========     =======       ===========



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 nine month periods ended September 30, 1997
and 1996,  and its financial  condition at September 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 $433,059 during the three months ended
September  30,  1997,  a 142%  increase  over  revenue of $178,729 for the three
months ended  September 30, 1996. For the nine months ended  September 30, 1997,
revenue was $1,526,866, a 137% increase over revenue of $644,146 during the nine
months  ended  September  30,  1996.  The  following  is a summary of revenue by
category:

                       Three Months Ended      Nine Months Ended
                          September 30,          September 30,
                        1997         1996      1997         1996
                        ----         ----      ----         ----
Revenues                                   
- --------                                   
Program Development  $  158,267   160,000  $  761,372   $611,393
Licensing                70,834    17,500     354,167     23,056
Operations              203,958     1,229     411,327      9,697
                        -------    -------  ---------    -------
                     $  433,059  $178,729  $1,526,866   $644,146
                     ==========  ========= ==========   ========

         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 third quarter of 1996 to the third quarter
of  1997  as the  Company  reduced  its  development  fees  charged  to  certain
customers, and entered into arrangements providing for development fees that are
based upon a program  outcome to be measured at a later  date.  The  increase in
program development revenue from the nine months ended September 30, 1996 to the
nine months ended  September  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 nine months  ended  September  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 and the  Company has no  obligation  to repay any amounts to
this  customer  pursuant to this  Services  Agreement,  the  remaining  deferred
development revenue was recognized.

         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 nine month periods ended September 30, 1997 were significantly  higher
than those generated during the corresponding periods in 1996.

         Operations  revenues are generated as the Company provides  services to
its customers.  These revenues  increased  significantly  for the three and nine
month periods ended September 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 has begun 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.
As the Company  expands  its  operations,  it intends to  continue to  emphasize
operations revenue to the exclusion of development revenues

         Interest  income was $208,178 for the three months ended  September 30,
1997,  as compared to $32,664 for the three month  period  ended  September  30,
1996. For the nine months ended September 30, 1997 interest income was $644,848,
as compared  to $53,333  for the nine  months  ended  September  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  $398,696  for the three months  ended  September  30, 1997,  as compared to
$153,812  during the three months ended  September 30, 1996. For the nine months
ended September 30, 1997, cost of sales was $1,284,838,  as compared to $601,124
for the nine months ended  September 30, 1996.  The increase in these costs from
1996 to 1997 reflects an increased level of program  development and operational
activities.

         Sales and marketing  expenses for the three months ended  September 30,
1997 were  $492,318,  as compared to $226,789  for the three month  period ended
September  30,  1996.  For the nine months  ended  September  30, 1997 sales and
marketing expenses were $1,295,979,  as compared to $616,545 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  September 30, 1997 were $754,555,  as compared to $396,613 for the
three month period ended September 30, 1996. For the nine months ended September
30, 1997 general and  administrative  expenses  were  $1,739,490  as compared to
$1,298,801 for the nine months ended September 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  September 30, 1997 were  $93,230,  and were
$133,883  for the three  months ended  September  30, 1996.  For the nine months
ended  September  30, 1997  research and  development  costs were  $430,398,  as
compared to $160,619  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 September 30, 1997 the Company had working  capital of  $13,892,175,
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 additional net proceeds
to the Company of $2,232,000. The Company's net loss of $2,578,991 for the first
nine  months of 1997 was funded 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 further
reductions 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  occurred 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 the 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 nine  months of 1997 or the first nine  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.  SFAS No. 130  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 5.  Other Information

     The Company  appointed Mr.  Leonard  Serafino to Senior Vice  President and
Chief Operating Officer effective July 14, 1997.

     The Company's Sr. Vice President,  Chief Financial  Officer,  Secretary and
Treasurer,  Mr. Gregory D. Brown,  resigned 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  September
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           Nine Months Ended
                                                             September 30,               September 30,
                                                        1997             1996        1997             1996   
                                                        ----             ----        ----             ----
<S>                                                     <C>             <C>             <C>            <C>   

Net Loss                                              $(1,097,562)  $ (699,703)    $(2,578,992)  $(1,979,610)
                                                      ===========   ==========     ===========   =========== 
                             
Weighted average Common Stock outstanding               7,995,062    3,607,202       7,969,972     3,607,202

Weighted average Series A Convertible Preferred
     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                                  -          750,000           -           541,668

     Dilutive effect of stock options granted in
     the preceding twelve months, calculated
     using the treasury stock method                        -          770,350           -           770,350
                                                        ---------    ---------       ---------     ---------

Number of shares to be used in calculation              7,995,062    6,423,553       7,969,972     6,215,220
                                                        =========    =========       =========     =========

Loss per common share                                  $    (0.14)  $    (0.11)     $    (0.32)   $    (0.32)
                                                       ==========   ==========      ==========    ========== 

</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:  November 14, 1997



PATIENT INFOSYSTEMS, INC.
(Registrant)




/s/ Donald A. Carlberg
Donald A. Carlberg
President and Chief Executive Officer


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


<TABLE> <S> <C>


<ARTICLE>                                           5
<MULTIPLIER>                                       1
                                                    
<S>                                                  <C>
<PERIOD-TYPE>                                      9-MOS
<FISCAL-YEAR-END>                                  DEC-31-1997
<PERIOD-START>                                     JAN-01-1997
<PERIOD-END>                                       SEP-30-1997
<CASH>                                               2,300,679
<SECURITIES>                                        11,700,371
<RECEIVABLES>                                          804,310
<ALLOWANCES>                                                 0
<INVENTORY>                                                  0
<CURRENT-ASSETS>                                    15,045,102
<PP&E>                                               1,428,151
<DEPRECIATION>                                         431,162
<TOTAL-ASSETS>                                      16,292,091
<CURRENT-LIABILITIES>                                1,152,928
<BONDS>                                                      0
                                        0
                                                  0
<COMMON>                                                80,085
<OTHER-SE>                                          15,059,078
<TOTAL-LIABILITY-AND-EQUITY>                        16,292,091
<SALES>                                              1,526,866
<TOTAL-REVENUES>                                     1,526,866
<CGS>                                                1,284,838
<TOTAL-COSTS>                                        4,750,706
<OTHER-EXPENSES>                                             0
<LOSS-PROVISION>                                             0
<INTEREST-EXPENSE>                                           0
<INCOME-PRETAX>                                     (2,578,992)
<INCOME-TAX>                                                 0
<INCOME-CONTINUING>                                 (2,578,992)
<DISCONTINUED>                                               0
<EXTRAORDINARY>                                              0
<CHANGES>                                                    0
<NET-INCOME>                                        (2,578,992)
<EPS-PRIMARY>                                            (0.32)
<EPS-DILUTED>                                            (0.32)
        
 

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission