-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Eopp49mxS8pditL/9kkE773mnElVIq+rH+x+8dMarkTMQlqdLjAQ9FbHNkzQCPUR /pPXCHKR6GIJcY39EiWLyA== 0001017813-99-000013.txt : 19990816 0001017813-99-000013.hdr.sgml : 19990816 ACCESSION NUMBER: 0001017813-99-000013 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19990813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PATIENT INFOSYSTEMS INC CENTRAL INDEX KEY: 0001017813 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 161476509 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-22319 FILM NUMBER: 99686619 BUSINESS ADDRESS: STREET 1: 46 PRINCE ST CITY: ROCHESTER STATE: NY ZIP: 14607 BUSINESS PHONE: 7162427200 MAIL ADDRESS: STREET 1: 46 PRINCE ST CITY: ROCHESTER STATE: NY ZIP: 14607 10-Q 1 QUARTERLY REPORT FOR PATIENT INFOSYSTEMS, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 1999 ----------------------------------------------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0-22319 -------------------------------------------------------- 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, 1999, 8,033,002 common shares were outstanding. PART I. FINANCIAL INFORMATION Item 1. Financial Statements. PATIENT INFOSYSTEMS, INC. CONDENSED BALANCE SHEETS - --------------------------------------------------------------------------------
ASSETS ......................................................................... June 30, 1999 December 31, 1998 ------------- ----------------- (Unaudited) (Audited) CURRENT ASSETS: Cash and cash equivalents .................................................... $ 3,358,093 $ 6,316,955 Available-for-sale securities ................................................ -- 1,029,674 Accounts receivable .......................................................... 1,684,197 1,320,626 Prepaid expenses and other current assets .................................... 171,074 219,978 ------------ ------------ Total current assets ................................................... 5,213,364 8,887,233 PROPERTY AND EQUIPMENT, net .................................................... 1,373,202 1,182,494 OTHER ASSETS ................................................................... 727,921 450,000 ------------ ------------ TOTAL ASSETS ................................................................... $ 7,314,487 $ 10,519,727 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable ............................................................. $ 282,811 $ 304,436 Accrued salaries and wages ................................................... 497,871 277,931 Accrued expenses ............................................................. 62,663 58,904 Deferred revenue ............................................................. 593,696 253,068 ------------ ------------ Total current liabilities .............................................. 1,437,041 894,339 ------------ ------------ STOCKHOLDERS' EQUITY: Common stock - $.01 par value: shares authorized: 20,000,000; issued and outstanding: June 30, 1999 - 8,033,002; December 31, 1998 - 8,020,042 ........................... 80,330 80,200 Additional paid-in capital ................................................... 21,569,637 21,561,093 Accumulated Deficit .......................................................... (15,772,521) (12,015,905) ------------ ------------ Total stockholders' equity ............................................. 5,877,446 9,625,388 ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ..................................... $ 7,314,487 $ 10,519,727 ============ ============
See notes to condensed financial statements. PATIENT INFOSYSTEMS, INC. CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) - --------------------------------------------------------------------------------
Three Months Three Months Six Months Six Months Ended Ended Ended Ended June 30, 1999 June 30, 1998 June 30, 1999 June 30, 1998 ------------- ------------- ------------- ------------- REVENUES Operations Fees ......................................... $ 1,002,943 $ 381,466 $ 1,836,756 $ 509,320 Development Fees ........................................ -- 485,708 -- 485,708 Licensing Fees .......................................... -- 6,945 -- 169,445 ----------- ----------- ----------- ----------- Total revenues ..................................... 1,002,943 874,119 1,836,756 1,164,473 ----------- ----------- ----------- ----------- COSTS AND EXPENSES Cost of sales ........................................... 1,354,673 878,789 2,714,271 1,591,527 Sales and marketing ..................................... 724,316 436,046 1,294,639 882,933 General and administrative .............................. 503,797 325,960 959,081 608,310 Research and development ................................ 218,698 67,984 427,447 143,065 ----------- ----------- ----------- ----------- Total costs and expenses .......................... 2,801,484 1,708,779 5,395,438 3,225,835 ----------- ----------- ----------- ----------- OPERATING LOSS ............................................ (1,798,541) (834,660) (3,558,682) (2,061,362) Investment loss ........................................... (293,211) -- (327,505) -- Other income .............................................. 48,866 154,643 129,571 326,307 ----------- ----------- ----------- ----------- NET LOSS .................................................. $(2,042,886) $ (680,017) $(3,756,616) $(1,735,055) =========== =========== =========== =========== NET LOSS PER SHARE - BASIC AND DILUTED ............................................ $ (.25) $ (.08) $ (.47) $ (.22) =========== =========== =========== =========== WEIGHTED AVERAGE COMMON AND POTENTIAL COMMON SHARES ............................. 8,028,186 8,019,789 8,024,125 8,016,727 =========== =========== =========== ===========
See notes to condensed financial statements. PATIENT INFOSYSTEMS, INC. CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) - --------------------------------------------------------------------------------
Six Months Six Months Ended Ended June 30, 1999 June 30, 1998 ------------- ------------- OPERATING ACTIVITIES: Net loss ..................................................................... $(3,756,616) $(1,735,055) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization ............................................ 238,733 172,115 Loss on investments ...................................................... 327,505 -- Increase in other assets ................................................. -- (200,000) Amortization of premiums and discounts on available-for-sale securities .. -- (97,025) Compensation expense related to issuance of stock warrants ............... 6,874 5,218 Increase in accounts receivable, net ..................................... (363,571) (484,555) Decrease in prepaid expenses and other current assets ................... 48,904 81,785 (Decrease) increase in accounts payable .................................. (21,625) 119,121 Increase in accrued salaries and wages ................................... 219,940 47,885 Increase (decrease) in accrued expenses .................................. 3,759 (55,202) Increase in deferred revenue ............................................. 340,628 66,481 ----------- ----------- Net cash used in operating activities .............................. (2,955,469) (2,079,232) ----------- ----------- INVESTING ACTIVITY: Property and equipment additions ............................................. (429,441) (230,345) Purchases of available-for-sale securities .................................. (21,073) (6,797,236) Maturities of available-for-sale securities .................................. 1,050,747 9,144,959 Purchase of HealthDesk Intellectual Property, net ............................ (605,427) -- ----------- ----------- Net cash provided by (used in) investing activities .................. (5,194) 2,117,378 ----------- ----------- FINANCING ACTIVITIES: Proceeds from issuance of common and preferred stock, net .................... 1,801 3,781 ----------- ----------- Net cash provided by financing activities .......................... 1,801 3,781 ----------- ----------- (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS .............................. (2,958,862) 41,927 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD .......................................................... 6,316,955 779,317 ----------- ----------- CASH AND CASH EQUIVALENTS AT END OF PERIOD ................................................................ $ 3,358,093 $ 821,244 =========== =========== Supplemental disclosures of cash flow information Cash paid and received for income taxes, net ................................ $ 30,721 $ 5,016 =========== ===========
See notes to condensed financial statements. PATIENT INFOSYSTEMS, INC. Notes to Condensed Financial Statements 1. The condensed financial statements for the three month periods ended June 30, 1999 and June 30, 1998 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, 1998. The results of operations for the three and six months ended June 30, 1999 are not necessarily indicative of the results for the entire year ending December 31, 1999. 2. Effective January 1, 1998, the Company adopted Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income." This statement requires that all items recognized under accounting standards as components of comprehensive earnings be reported in an annual financial statement that is displayed with the same prominence as other annual financial statements. This statement also requires that an entity classify items of other comprehensive earnings by their nature in an annual financial statement. For example, other comprehensive earnings may include foreign currency translation adjustments, minimum pension liability adjustments, and unrealized gains and losses on marketable securities classified as available-for-sale. Annual financial statements for prior periods will be reclassified, as required. The Company's total comprehensive earnings were as follows:
Three Months Ended Six Months Ended June 30, June 30, 1999 1998 1999 1998 ----------- ----------- ----------- ----------- Net losses ................................................ $(2,042,886) $ (680,017) $(3,756,616) $(1,735,055) Other comprehensive earnings: Unrealized losses on available-for-sale securities ...................... -- (2,700) -- (10,093) ----------- ----------- ---------- ----------- Comprehensive earnings .................................... $(2,042,886) $ (682,717) $(3,756,616) $(1,745,148) =========== =========== =========== ===========
3. Certain 1998 amounts have been reclassified to conform with 1999 presentations. 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, 1999 and June 30, 1998 and its financial condition at June 30, 1999. 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 includes 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 Revenues consist of revenues from operations, development and licensing fees. Revenues increased from $874,119 during the three months ended June 30, 1998 to $1,002,943 during the three months ended June 30, 1999, or 15%, and increased from $1,164,473 for the six months ended June 30, 1998 to $1,836,756 or 58% for the six months ended June 30, 1999.
Three Months Ended Six Months Ended June 30, June 30, Revenues 1999 1998 1999 1998 - -------- ---- ---- ---- ---- Operations Fees Disease Management and Compliance $ 408,689 $ 130,401 $ 557,467 $ 174,095 Surveys 325,054 116,956 779,161 132,772 Demand Management 193,290 134,109 392,003 202,453 Other 75,910 - 108,125 - ------- ------- ------- ------- Total Operations Fees 1,002,943 381,466 1,836,756 509,320 Development Fees - 485,708 - 485,708 Licensing Fees - 6,945 - 169,445 --------- ------- --------- ------- Total Revenues $1,002,943 $ 874,119 $1,836,756 $1,164,473 ========== ========= ========== ==========
Operations revenues are generated as the Company provides services to its customers for their disease-specific programs. Operations revenues increased from $381,466 during the second quarter of 1998 to $1,002,943 during the second quarter of 1999 and increased from $509,320 for the six months ended June 30, 1998 to $1,836,756 for the six months ended June 30, 1999. Operations revenues increased significantly during the six months ended June 30, 1999, as compared to the six months ended June 30, 1998, as the Company continues to increase the membership levels in the Company's disease state management programs, demand management programs and patient surveys. Development revenue represents the amounts that the Company charges its customers for the development of its customized programs. There were no development revenues in the three and six months ended June 30, 1998. During the six months ended June 30, 1998, the Company provided services to a single customer with respect to the development of a single program for which the Company received $485,000. The Company has not entered into new development agreements and does not anticipate that it will be paid for program development in the future. Licensing revenue represents amounts that the Company charges its customers, on a one-time fee basis, for the right to enroll patients in or the right to license other entities certain of its programs, primarily, but not limited to the Company's standardized asthma and diabetes programs. There were no license fees in the three and six months ended June 30, 1999 as compared to license fees in the amount of $6,945 in the three months ended June 30, 1998 and $169,445 for the six months ended June 30, 1998, which were primarily attributed to the Company's licensing agreement with ReCall Services, Inc., in the amount of $150,000, for the development and operation of a database service bureau. Costs and Expenses Cost of sales include salaries and related benefits, services provided by third parties, and other expenses associated with the implementation and delivery of the Company's standard and customized population, disease state management programs. Cost of sales for the three months ended June 30, 1999 consisting of costs associated with the operation of the Company's programs were $1,354,673 as compared to $878,789 for the three month period ended June 30, 1998. For the six months ended June 30, 1999, cost of sales was $2,714,271, as compared to $1,591,527 for the six months ended June 30, 1998. The increase in these costs primarily reflects an increased level of population and disease management operational activities, the operations of a demand management call center in Wayne, Pennsylvania, and the Company's creation of additional capacity necessary to handle anticipated increases in the number of individuals to whom the Company provides services. Although the Company's revenues have increased, the Company's gross margin continues to be negative. The Company anticipates that revenues must increase further before it will recognize economies of scale. No assurance can be given that revenues will increase or that if they do, they will exceed expenses. Sales and marketing expenses consist primarily of salaries, related benefits, travel costs, sales materials and other marketing related expenses Sales and marketing expenses for the three months ended June 30, 1999 were $724,316 as compared to $436,046 for the three month period ended June 30, 1998. For the six months ended June 30, 1999, sales and marketing expenses was $1,294,639, as compared to $882,933 for the six months ended June 30, 1998. Spending in this area has increased due to expansion of the Company's sales and marketing staff. It is anticipated that the Company will continue to invest in the sales and marketing process, and that such expenses may 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, 1999 were $503,797, as compared to $325,960 for the three month period ended June 30, 1998. For the six months ended June 30, 1999, general and administrative expenses was $959,081, as compared to $608,310 for the six months ended June 30, 1998. These expenditures have been incurred to maintain the corporate infrastructure necessary to support anticipated program operations. The increase in these costs was caused by an increase in the Company's level of business activity, and the addition of required management and administrative personnel. The Company expects that general and administrative expenses will remain relatively constant in future periods. Research and development expenses consist primarily of salaries and related benefits and administrative costs associated with the development of certain components of its integrated information capture and delivery system, as well as development of the Company's standardized disease state management programs and the Company's Internet based technology products. Research and development expenses for the three months ended June 30, 1999 were $218,698, as compared to $67,984 for the three months ended June 30, 1998. For the six months ended June 30, 1999, research and development expenses was $427,447, as compared to $143,065 for the six months ended June 30, 1998. The increase in research and development expenses from the second quarter of 1998 to the second quarter of 1999 reflects the Company's investment in its primary disease management programs and Internet based products. The Company uses the core technologies associated with these products to support the Company's other programs which include disease management, case management, demand management, patient surveys and clinical studies. The Company recorded an investment loss for the three months ended June 30, 1999 in the amount of $293,211, which includes investment losses associated with the Company's investment in Patient Infosystems Canada, Inc. and the Pulse Group. Patient Infosystems Canada, Inc. is dedicated to the development of a commercially viable business built around the sale, marketing and service of the Company's products and services in Canada. Investment in the Pulse Group, was deemed to be worthless as of June 30, 1999 and the initial total investment of $250,000 was recorded as an investment loss. The investment loss for the six months ended June 30, 1999 is $327,505. There were no recorded investment gains or losses in the three and six months ended June 30, 1998. The Company generates interest income from cash balances and investments. For the three months ended June 30, 1999, the Company generated interest income of $48,866 as compared to interest income of $154,643 for the three month period ended June 30, 1998. For the six months ended June 30, 1999, interest income is $129,571, as compared to interest income of $326,307 for the six months ended June 30, 1998. The decrease in interest income is due to a reduction in the Company's available cash balances. The Company had a net loss of $2,042,886 for the three months ended June 30, 1999, and a net loss of $680,017 for the three months ended June 30, 1998. For the six months ended June 30, 1999, the Company had a net loss of $3,756,616, as compared to $1,735,055 for the six months ended June 30, 1998. This represents a net loss per share of $.25 for the second quarter of 1999, as compared to a net loss of $.08 per share in the second quarter of 1998. For the six months ended June 30, 1999, the net loss per share is $.47, as compared to $.22 per share for the six months ended June 30, 1998. Liquidity and Capital Resources At June 30, 1999 the Company had working capital of $3,776,323 as compared to working capital of $7,992,894 at December 31, 1998. Since its inception the Company has primarily funded its operations, working capital needs and capital expenditures from the sale of equity securities. The Company completed an initial public offering of its common stock January 8, 1997, at which time, it generated net proceeds to the Company of $16,314,048. The Company has continued to expend increasing amounts to expand its operational capabilities and strengthen its infrastructure which at the same time has increased its administrative and technical costs. In addition, the Company's cash has been steadily depleted as a result of operating losses. To the extent that the Company's losses continue or increase, the Company's available capital will continue to decline. Accordingly, the Company will be required to seek additional capital or reduce its operations in the immediate future if it is not able to identify additional capital. At the Company's current revenue and expense levels, the Company anticipates that it will need to seek additional financing by the first quarter of the calendar year 2000. The potential range of options includes: a line of credit, a private placement, a more formal offering and/or a strategic partner. Inflation Inflation did not have a significant impact on the Company's costs during the three and six month periods ended June 30, 1999 and June 30, 1998. The Company continues to monitor the impact of inflation in order to minimize its effects through pricing strategies, productivity improvements and cost reductions. Year 2000 Issues The Year 2000 issue refers to the inability of computerized systems and technologies to recognize and process dates beyond December 31, 1999. The Company has reviewed the Company's information technology systems, cable network equipment and other embedded technologies. A significant portion of the Company's computerized systems and technologies have been developed, installed or upgraded in recent years and are generally more likely to be Year 2000 ready. The Company is also evaluating the potential impact as a result of its reliance on third-party systems that may have year 2000 issues. Computerized business applications that could be adversely affected by the year 2000 issue include: * information processing and financial reporting systems, * customer billing systems, * customer service systems, * telecommunication transmission and reception systems, and * facility systems. System failure or miscalculation could result in an inability to process transactions, send invoices, accept customer orders or provide customers with products and services. Customers could also experience a temporary inability to receive or use the Company's products and services. The Company has developed a program to assess and address the year 2000 issue. This program consists of the following phases: * inventorying and assessing the impact on affected technology and systems, * developing solutions for affected technology and systems, * modifying or replacing affected technology and systems * testing and verifying solutions * implementing solutions, and * developing contingency plans. The Company has substantially completed inventorying and assessing the affected computerized systems and technologies. The Company is in various stages of its year 2000 compliance program with respect to the remaining phases as it relates to the affected systems and technologies. The Company has completed adaptation of all internally created systems and has begun surveying its customers and suppliers regarding their readiness for the year 2000. Final testing to independently validate readiness will begin when the Company has received all third party hardware and software promised to date. Costs incurred to date directly related to addressing the year 2000 are approximately $50,000. The Company currently estimates the total cost of its year 2000 remediation program to be approximately $60,000. Although the Company will continue to incur substantial capital expenditures in the ordinary course of meeting its telecommunications system upgrade through the year 2000, it will not specifically accelerate its expenditures to facilitate year 2000 readiness, and accordingly such expenditures are not included in the above estimate. The Company has begun communicating with others with whom it does significant business to determine their year 2000 readiness and to determine the extent to which the Company is vulnerable to year 2000 issues related to those third parties. The Company purchases much of its technology from third parties. There can be no assurance that the systems of other companies on which the Company's systems rely will be year 2000 ready or timely converted into systems compatible with the Company's systems. The Company's failure or a third party's failure to become year 2000 ready or the Company's inability to become compatible with third parties with which the Company has a material relationship, may have a material adverse effect on the Company, including significant service interruption or outages, however, the Company cannot currently estimate the extent of any such adverse effects. The Company is in the process of identifying secondary sources to supply its systems or services in the event it becomes probable that any of its systems will not be year 2000 ready prior to the end of 1999. The Company is also in the process of identifying secondary vendors and service providers to replace those vendors and service providers whose failure to be year 2000 ready could lead to a significant delay in the Company's ability to provide its service to its customers. 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. Item 3. Quantitative and Qualitative Disclosures About Market Risk The Company is exposed to changes in interest rates primarily in its cash transactions. The Company does not believe it is exposed to changes in foreign currency exchange rates because it does not currently invest in foreign currency instruments. A discussion of the Company's accounting policies for financial instruments is included in the Summary of Significant Accounting Policies in the Notes to the Financial Statements. The Company currently does not have any international operations nor does it invest its cash in foreign currency instruments. The balances the Company has in cash or cash equivalents are generally available without legal restrictions to fund ordinary business operations. The Company regularly invests excess operating cash in certificates of deposit and U.S. government bonds and other bonds that are subject to changes in short-term interest rates. Accordingly, the Company believes that the market risk arising from its holding of these financial instruments is minimal. The Company made purchases of available-for-sale securities in the amounts of $10,266 for the three months ended June 30, 1999 and $3,288,073 for the three months ended June 30, 1998, and purchases of $21,073 for the six months ended June 30, 1999 and $6,797,236 for the six months ended June 30, 1998. PART II - OTHER INFORMATION Item 2. Changes in Securities and Use of Proceeds Use of Proceeds The Company has used and continues to use the proceeds from its initial public offering of Common Stock on December 23, 1996 (File No. 333-07643) for capital improvements and expansion of its telephone and computer capabilities for sales and marketing and during the last six months primarily for general corporate purposes and to fund operating losses more fully discussed in the financial statements and the notes thereto appearing elsewhere herein. Item 4. Submission of Matters to Vote of Security Holders The Company's annual meeting of stockholders was held in Rochester, New York at 9:30 a.m. local time on Wednesday, June 16, 1999. Proxies for the meeting were solicited pursuant to Regulation 14 under the Securities Exchange Act of 1934, as amended. There were no solicitation in opposition to the nominees for election as directors as listed in the proxy statement, and all nominees were elected. a) Election of seven directors to serve on the Company's board of directors, Drs. Schaffer, Kohrt, McNeil and Nash and Messrs. Carlberg, Crisan 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 Withheld ------- --------- -------------- Dr. Derace Schaffer 5,152,107 49,823 Donald A. Carlberg 5,154,107 47,823 John V. Crisan 5,155,307 46,623 Dr. Carl Kohrt 5,154,507 47,423 Dr. Barbara J. McNeil 5,154,507 47,423 Dr. David B. Nash 5,154,507 47,423 John Pappajohn 5,154,107 47,823 b) To ratify the amendment of the Company's Stock Option Plan to increase the available number of shares in the Plan from 1,080,000 to 1,600,000. The amendment was approved with 3,475,893 for the amendment, 176,051 against the amendment and 4,300 abstained from the amendment and 1,545,686 did not vote. c) To ratify the selection of Deloitte & Touche, LLP as the Company's independent auditors for the fiscal year ending December 31, 1999. The selection was approved with 5,186,380 votes for the selection, 14,550 against the selection and 1,000 abstained from the selection. Item 6. Exhibits and Reports on Form 8-K No reports on Form 8-K were filed during the quarter ended June 30, 1999 Exhibits: (11) Statements of Computation of Per Share Earnings See Page 10 of this Quarter Report on Form 10-Q. (27) Financial Data Schedule Filed electronically EX-11 2 COMPUTATION OF PER SHARE EARNINGS Exhibit 11. Statement of Computation of Per Share Earnings PATIENT INFOSYSTEMS, INC.
Three Months Ended Six Months Ended June 30, June 30, 1999 1998 1999 1998 ---- ---- ---- ---- Net Loss $ (2,042,886) $ (680,017) $ (3,756,616) $ (1,735,055) ------------ ---------- ------------ ------------ Weighted average common and potential common shares 8,028,186 8,019,789 8,024,125 8,016,727 --------- --------- --------- --------- Net Loss per share - Basic and Diluted $ (0.25) $ (0.08) $ (0.47) $ (0.22) ======= ======= ======= =======
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 11, 1999 PATIENT INFSYSTEMS, INC. (Registrant) /s/ Donald A. Carlberg August 13, 1999 - ---------------------- --------------- Donald A. Carlberg Date Director, President and Chief Executive Officer /s/ John V. Crisan August 13, 1999 - ------------------ --------------- John V. Crisan Date Chief Financial Officer EX-27 3 FDS
5 0001017813 Patient Infosystems, Inc. 1 6-MOS DEC-31-1999 JAN-01-1999 JUN-30-1999 3,358,093 0 1,698,353 14,156 0 5,213,364 2,462,143 1,088,941 7,314,487 1,437,041 0 0 0 80,330 5,797,116 7,314,487 1,002,943 1,002,943 1,354,673 2,801,484 0 0 0 (2,042,886) 0 (2,042,886) 0 0 0 (2,042,886) (.25) (.25)
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