-----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, HN8gX0PHeedzILfpLOBFmy+SuWGQW63nsqNmLTDHiAGLYUMKhVIqG6sc/m/KJyMK DHjzxxzGAqxc149V8RypIg== 0001144204-09-016816.txt : 20090330 0001144204-09-016816.hdr.sgml : 20090330 20090330115100 ACCESSION NUMBER: 0001144204-09-016816 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20090324 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090330 DATE AS OF CHANGE: 20090330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN MEDICAL ALERT CORP CENTRAL INDEX KEY: 0000700721 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS BUSINESS SERVICES [7380] IRS NUMBER: 112571221 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08635 FILM NUMBER: 09712832 BUSINESS ADDRESS: STREET 1: 3265 LAWSON BLVD CITY: OCEANSIDE STATE: NY ZIP: 11572 BUSINESS PHONE: 5165365850 MAIL ADDRESS: STREET 1: 3265 LAWSON BLVD CITY: OCEANSIDE STATE: NY ZIP: 11572 8-K 1 v144253_8k.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported): March 24, 2009


American Medical Alert Corp.
(Exact name of registrant as specified in its charter)


New York
333-54992
11-2571221
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)


3265 Lawson Boulevard, Oceanside, New York
11572
(Address of Principal Executive Offices)
(Zip Code)

Registrant's telephone number, including area code:  (516) 536-5850

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
Pre-commencement of communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)
 
 
o
Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))
 


Item 2.02.  Results of Operations and Financial Condition.

On March 24, 2009, the Company issued a press release announcing the results of operations for the quarter and year ended December 31, 2008.  A copy of such press release is attached hereto as Exhibit 99.1.

Also on March 24, 2009, the Company hosted a conference call and webcast (the "Call") to discuss its financial results for the quarter and year ended December 31, 2008.  A copy of the transcript of the Call is attached hereto as Exhibit 99.2.

In accordance with General Instruction B.2., the foregoing information and the information in Exhibits 99.1 and 99.2 is furnished pursuant to Item 2.02 and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.  The information disclosed under Item 2.02 and in Exhibits 99.1 and 99.2 of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by a specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:
   
  99.1
Press release of American Medical Alert Corp., issued on March 24, 2009.
  99.2
Transcript of conference call and webcast held on March 24, 2009.

SIGNATURE
 
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.

Date: March 27, 2009
     
     
  AMERICAN MEDICAL ALERT CORP.  
       
 
By:
/s/ Richard Rallo  
   
Name: Richard Rallo
Title:  Chief Financial Officer
 
       
       

 
EX-99.1 2 v144253_ex99-1.htm Unassociated Document
Exhibit 99.1

Contact:
 
Randi Baldwin
 
Senior Vice President, Marketing
 
American Medical Alert Corp
 
(516) 536-5850 ext 3109
randi.baldwin@amac.com
 

AMERICAN MEDICAL ALERT CORP. REPORTS
YEAR END 2008 RESULTS

·  
Company-wide operating income increased approximately 60% for the year ended December 31, 2008 as compared to same period last year.

·  
Company continues to show financial strength in its balance sheet as of December 31, 2008. Liquidity and working capital increase up significantly, while debt to equity ratio falls below .2 to 1.

·  
Health Safety and Monitoring Services (HSMS) segment closes out year with double digit growth – largest year over year growth achieved in last decade.  The HSMS increased revenues was led by the Walgreens Ready Response® program.

·  
Company launches MedSmart, its new medication reminder and dispensing system.

OCEANSIDE, New York. –March 24, 2009 – American Medical Alert Corp. (NASDAQ: AMAC) a provider of healthcare communication services and advanced telehealth monitoring technologies, today announced operating results for the quarter and year ended December 31, 2008.

Revenues for the quarter ended December 31, 2008, consisting primarily of monthly recurring revenues (MRR), increased 5% to $9,740,667 as compared to $9,271,953 for the same period in 2007.  Net income for the quarter ended December 31, 2008 decreased 79% to $67,684 or $.01 per diluted share as compared to $317,335 or $.03 per diluted share for the same period in 2007.
 
Revenues for the year ended December 31, 2008 increased 8% to $38,586,820, as compared to $35,645,265 for the same period in 2007.  Net income decreased 5% to $1,439,601 or $0.15 per diluted share as compared to a net income of $1,514,232 or $0.16 per diluted share for the previous year.
 
The Company had projected that gross revenues, consisting primarily of monthly recurring revenue (MRR), would increase by 10% to $39,200,000.  The Company realized a shortfall of approximately 2% which was primarily the result of the delayed execution of certain contracts within the TBCS segment which were subsequently executed in 2009. The Company had projected net income would increase 25% to $1,900,000 for the year ending December 31, 2008.  The Company experienced a shortfall as a result of the Company writing-off certain assets resulting in an after tax loss of approximately $523,000 relating to a technology, licensing, development, distribution and marketing agreement with a technology entity for its HSMS sector. The technology provider on this initiative experienced a funding shortfall and has filed for bankruptcy protection and will not be able to complete the project.  This HSMS endeavor was related to the engineering and production of certain advanced telehealth products.  Excluding this write-off, the Company would have been slightly above its net income projection for 2008.
 
To measure the Company’s financial performance from operations, a metric which excludes non-operational items is being provided.  The non-operational items include interest, taxes, loss on abandonment, other expenses and other income.  These non-operational items negatively impacted the Company’s net income in 2008 to a greater extent then in 2007.  Operating income for the year ended December 31, 2008 increased 60% to $3,278,089 as compared to operating income of $2,051,149 for the previous year.
 
Earnings before interest, taxes and depreciation and amortization (“EBITDA”) for the year ended December 31, 2008 decreased 5% to $7,102,369 as compared to $7,443,516 for the same period in 2007.  Similar to the discussion above with respect to net income, the EBITDA result is reflective of the effect of the write-off referred to above.  Excluding this write-off, EBITDA for 2008 would have been $7,988,873, representing a 7% increase.
 

The Company continues to demonstrate increasing financial strength within its balance sheet reflecting improved working capital and debt to equity ratio.  The Company’s working capital increased to $5,886,000 at December 31, 2008, as compared to $3,601,469 at December 31, 2007, representing a 63% increase.  The Company’s debt to equity ratio was .18 to 1 at December 31, 2008 as compared to .26 to 1 at December 31, 2007.
 
Jack Rhian, President and Chief Executive Officer, explained, “2008 has proven to be a year of affirmation.  Beginning in 2006, management began to articulate the fact that we had commenced a company-wide “reengineering process.”  In 2008, we advised our shareholders that our reengineering program was essentially complete and that accelerated revenue and earnings growth would soon follow.  2008 operating results are a clear validation that our investment in restructuring and reengineering was a success.

The rationale behind our diversification plan was to minimize any negative effect associated with being a single product company.  However, due to the complementary nature of the HSMS and TBCS divisions, it quickly became apparent that if we could drive both divisions to operate efficiently and aggressively, AMAC would experience growth and profitability not previously achieved as a single division organization. The results of 2008 provide compelling evidence that we are experiencing the positive effects of this strategy and we are looking forward to the beneficial effects of both AMAC divisions performing at optimal levels simultaneously.  It should be noted that AMAC’s success is not based on a single “do or die” initiative, but rather from a compounding effect of multiple initiatives that include but are not limited to:
·  
MedSmart medication management system
·  
Walgreen’s direct to consumer PERS
·  
Daytime concierge and hospital communication services
·  
PhoneScreen clinical trial recruitment

Our management team has created and refined its business plan. Moreover, the building blocks have now been set and will serve as a foundation for ongoing and accelerated growth in 2009 and beyond.  We provide essential services that are recession resistant because of their vital nature to healthcare providers and patient communications.  The Company has successfully employed a dual strategy of focused revenue enhancement and unrelenting cost containment.  We believe our winning strategy will serve shareholders well, particularly in this most challenging of times.”

Webcast information
The Company invites investors and others to listen to the earnings conference call live over the Internet or by dial in via 877-407-9205 at 10:30 a.m. ET.

What:
American Medical Alert Corp. Fiscal 2008 Results
When:
Tuesday March 24, 2009  10:30 a.m. ET
Where:
http://www.investorcalendar.com/IC/CEPage.asp?ID=142250
How:
Log on to the web at the address above, and click on the audio link or
dial in 877-407-9205 to participate.

Following the conference call, the webcast will be available on the VCall website at http://www.investorcalendar.com/IC/CEPage.asp?ID=142250. The financial information presented in the webcast will also be available at http://amac.com/press.cfm.
 
About American Medical Alert Corp.
 
AMAC is a healthcare communications company dedicated to the provision of support services to the healthcare community. AMAC's product and service portfolio includes Personal Emergency Response Systems (PERS) and emergency response monitoring, electronic medication reminder devices, disease management monitoring appliances and healthcare communication solutions services. AMAC operates nine communication centers under local trade names: HLINK OnCall, Long Island City, NY and Clovis NM, North Shore TAS, Port Jefferson, NY, Live Message America, Audubon, NJ, ACT Teleservice, Newington, CT and Springfield, MA, MD OnCall, Cranston RI and Capitol Medical Bureau Rockville, MD, American MediConnect and PhoneScreen Chicago, IL to support the delivery of high quality, healthcare communications.

Use of Non-GAAP Financial Information

In addition to the results reported in accordance with accounting principles generally accepted in the United States (“GAAP”) included in this press release, the Company has provided information regarding certain non-GAAP financial measure.  This measure is “earnings before interest, taxes and depreciation and amortization (“EBITDA”)” and “operating income”.  Such information is reconciled to its closest GAAP measure in accordance with the Securities and Exchange Commission rules and is included in the attached supplemental data.


Management believes that the non-GAAP financial measures used in this press release is useful to both management and investors in their analysis of the Company’s financial position and results of operations.  Management believes that EBITDA is a useful measure of the Company's financial performance as it is an indicator of the Company's ability to generate cash flow to make acquisitions, reinvest in new telehealth products and liquidate liabilities. Management also uses EBITDA for planning purposes to determine appropriate levels of operating and capital investments. Management also believes operating income is a useful measure as it more accurately reflects the performance of the Company’s core operations and excludes any non-operational or one-time events which may skew the analysis of management or outside investors in evaluating the Company.

EBITDA and operating income are non-GAAP financial measure and although management and some members of the investment community utilize it to measure financial performance, EBITDA and operating income should not be viewed as a substitute for financial data prepared in accordance with GAAP or as a measure of profitability.  Additionally, the non-GAAP financial measure as presented by AMAC may not be comparable to similarly titled measures reported by other companies.

Forward Looking Statements

This press release contains forward-looking statements that involve a number of risks and uncertainties. Forward-looking statements may be identified by the use of forward-looking terminology such as "may," "will," "expect," "believe," "estimate," "anticipate," "continue," or similar terms, variations of those terms or the negative of those terms. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are set forth in the Company's filings with the Securities and Exchange Commission (SEC), including the Company's Annual Report on Form 10-K, the Company's Quarterly Reports on Forms 10-Q, and other filings and releases. These include uncertainties relating to government regulation, technological changes and product liability risks.

Statements of income for the three months and year ended December 31, 2008 and 2007 and balance sheets as of December 31, 2008 and 2007 are attached.

AMAC SELECTED FINANCIAL DATA

   
Three Months Ended
   
Year Ended
 
   
12/31/2008
   
12/31/2007
   
12/31/2008
   
12/31/2007
 
                         
Revenues
  $ 9,740,667     $ 9,271,953     $ 38,586,820     $ 35,645,265  
                                 
Cost of Goods Sold
    4,780,290       4,548,618       18,656,476       17,601,963  
Selling, General & Administrative Costs
    3,983,924       4,286,343       16,652,255       15,992,153  
Interest Expense
    55,378       105,561       279,451       481,166  
Loss on Abandonment
    886,504       -       886,504       -  
Other Expenses (Income)
    (87,113 )     (218,904 )     (334,467 )     (1,090,249 )
                                 
Income before Provision for Income Taxes
    121,684       550,335       2,446,601       2,660,232  
                                 
Net Income
  $ 67,684     $ 317,335     $ 1,439,601     $ 1,514,232  
                                 
Net Income per Share
                               
     Basic
  $ 0.01     $ 0.03     $ 0.15     $ 0.16  
     Diluted
  $ 0.01     $ 0.03     $ 0.15     $ 0.16  
                                 
Basic Weighted Average
                               
 Shares Outstanding
    9,444,285       9,333,519       9,426,912       9,276,712  
                                 
Diluted Weighted Average
                               
 Shares Outstanding
    9,575,827       9,804,786       9,670,563       9,732,386  
                                 
 

 
CONDENSED BALANCE SHEET
           
   
December 31,
   
December 31,
 
   
2008
   
2007
 
ASSETS
           
             
Current Assets
  $ 10,054,379     $ 8,672,362  
Fixed Assets – Net
    10,169,907       10,799,313  
Other Assets
    14,141,978       15,264,546  
                 
     Total Assets
  $ 34,366,264     $ 34,953,221  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
                 
Current Liabilities
  $ 4,168,379     $ 5,070,893  
Deferred Income Tax
    1,208,000       947,000  
Long-term Debt
    2,815,000       4,694,316  
Long-term Capital Lease
    -       32,425  
Other Liabilities
    623,708       537,922  
                 
     Total Liabilities
  $ 8,815,087     $ 11,282,556  
                 
Stockholders' Equity
    25,551,177       23,670,665  
                 
Total Liabilities and Stockholders' Equity
  $ 34,366,264     $ 34,953,221  

Operating Income for the year ended December 31, 2008 and 2007 reconciled to net income.

   
12/31/2008
   
12/31/2007
 
             
Net Income
    1,439,601       1,514,232  
Add Backs:
               
  Taxes
    1,007,000       1,146,000  
  Interest Expense
    279,451       481,166  
  Loss on Abandonment
    886,504       -  
Deductions:
               
  Other Expense (Income)
    (334,467 )     (1,090,249 )
                 
      Operating Income
    3,278,089       2,051,149  



Earnings before interest, taxes and depreciation and amortization for the year ended December 31, 2008 and 2007 reconciled to net income.
             
   
12/31/08
   
12/31/07
 
             
Net Income
    1,439,601       1,514,232  
Add Backs:
               
  Taxes
    1,007,000       1,146,000  
  Interest
    279,451       481,166  
  Depreciation & Amort.
    4,376,317       4,302,118  
                 
      EBITDA
    7,102,369       7,443,516  
 
###
 
EX-99.2 3 v144253_ex99-2.htm Unassociated Document
Exhibit 99.2

Conference Call and Webcast Transcript

RANDI BALDWIN: This press release contains forward-looking statements that involve a number of risks and uncertainties. Forward-looking statements may be identified by the use of forward-looking terminology such as "may," "will," "expect," "believe," "estimate," "anticipate," "continue," or similar terms, variations of those terms or the negative of those terms. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are set forth in the Company's filings with the Securities and Exchange Commission (SEC), including the Company's Annual Report on Form 10-K, the Company's Quarterly Reports on Forms 10-Q, and other filings and releases. These include uncertainties relating to government regulation, technological changes  and product liability risks.

RANDI BALDWIN INTRODUCES JACK RHIAN

JACK RHIAN: Thanks, Randi and good morning, ladies and gentlemen. Thank you for attending AMAC’s 2008 fourth Quarter and full year Earnings Conference call. Joining me this morning are the other members of our executive management team: Richard Rallo, our Chief Financial Officer; Fred Siegel, our Executive Vice President, and Randi Baldwin, Senior Vice President. By way of format this morning, Richard Rallo will discuss our financial results for the fourth quarter and full year thereafter; I will provide management’s comments regarding our   performance as well as the prospects for 2009.
Thereafter, our team will be ready to respond to questions from conference participants.

At this time, I’d like to turn the call over to Rich Rallo to present the financial results. Richard?

RICHARD RALLO : On today’s call I will discuss our results of operations for the quarter and year-ended December 31, 2008 as well as focus on some balance sheet items.  Before getting into the specific numbers, I would like to point out a couple of key financial highlights for 2008 as follows:
   
The HSMS segment closed out the year with double digit revenue growth representing its largest year over year growth achieved in the last decade.
   
Liquidity and working capital have increased significantly, while the debt to equity ratio has fallen below .2 to 1.
   
Certain assets, relating to a telehealth endeavor, were written off resulting in an after tax loss of approximately $523,000.
   
Operating income increased by approximately 60% for the year ended December 31, 2008 as compared to the same period in the prior year.

With respect to the Results of Operations:

Revenues

Total revenues for the fourth quarter ended December 31, 2008 were $9,741,000 as compared to $9,272,000 in the same quarter for 2007, representing a 5.0% increase.

Total revenues for the year ended December 31, 2008 were $38,587,000, as compared to $35,645,000 for the same period in 2007, which represents an 8% increase.

The increase in revenue for the year was primarily attributable to two main factors:
   
The first is that we achieved an increase in our PERS subscriber base, which has now grown to approximately 66,000 subscribers.  This increase has been facilitated primarily through the Walgreen’s Ready Response program as well as the internal growth within our existing customer base.
   
The second is due to increased sales of our enhanced senior living product portfolio to retirement facilities, which commenced in the 4th quarter of 2007.

The Company projected that gross revenues, consisting primarily of monthly recurring revenue (MRR), would increase by 10% to $39,200,000.  The Company realized a shortfall in its gross revenue projection by approximately 2% which was primarily the result of the delayed execution of certain contracts within the TBCS segment which were subsequently executed in 2009.
 

 
OPERATING EXPENSES:

With respect to operating expenses, the Company realized improved results during 2008 with respect to Costs Related to Services and Selling, General & Administrative expenses, measured as a percentage of sales.  The Company reduced its Cost Related to Services by over 1% and reduced its Selling, General & Administrative costs by approximately 2%.  This improvement is attributed to our continued focus on operational efficiencies.

NET INCOME:

Net Income for the fourth quarter ended December 31, 2008 was $68,000 or $.01 per diluted share as compared to $317,000 or $.03 per diluted share for the same period in 2007.  The decrease was attributable to the write-off of certain assets resulting in an after tax loss of approximately $523,000 relating to a technology, licensing, development, distribution and marketing agreement with a technology entity for the engineering and production of certain advanced telehealth products.  The technology provider on this initiative experienced a funding shortfall and has filed for bankruptcy protection and will not be able to complete the project.

Net Income for the year ended December 31, 2008 was $1,440,000, or $.15 per diluted share as compared to $1,514,000, or $.16 per diluted share for the year ended December 31, 2007, representing a 5% decrease.

The decrease in Net Income was primarily attributable to two factors:
   
As just mentioned, the write-off of assets relating to an agreement with a technology entity and
   
The Company incurred increased advertising and marketing costs primarily relating to the expanded Walgreen’s Ready Response PERS TV commercial and internet campaigns.

These decreases were partially offset by certain items as follows:
   
An increase in revenue, as described earlier, along with improved gross profit.
   
Economic development incentive dollars received from the City of Clovis, New Mexico relating to the opening of our call center in this location and
   
A decrease in interest expense through the continued pay down of our debt obligations as well as a reduction in the interest rate.
 
The Company had projected net income to increase 25% to $1,900,000 for the year ending December 31, 2008. The Company experienced a shortfall as a result of the Company writing-off certain assets as previously described.  Excluding this write-off, the Company’s net income would have been slightly above its guidance of $1,900,000.

OPERATING INCOME

In evaluating the Company and to more accurately measure the Company’s financial performance from operations for 2008, a metric, which excludes non-operational items is being provided.  This is particularly important in analyzing the Company’s operational performance for 2008 as the aggregate non-operational charges for 2008 were significantly in excess of those recorded in 2007 and the non-operational credits recorded in 2008 were significantly less then those recorded in 2007.  In 2008, the non-operational charges, excluding income taxes and interest, included the one-time write-off of certain assets.  The non-operational credits for 2008 included incentive dollars received from the State of New Mexico, while in 2007, the non-operating credits included the recording of a Real Estate Assistance Program (REAP) incentive and a one-time settlement credit.   Operating income, which excludes these non-operational items, for the year ended December 31, 2008 increased approximately 60% to $3,278,000 as compared to operating income of $2,051,000 for the previous year.

EBITDA

Earnings before Interest, taxes, depreciation and amortization (“EBITDA”) for the year ended December 31, 2008 was $7,102,000 as compared to $7,444,000 for the year ended December 31, 2007, representing a 5% decrease. Similar to the discussion with respect to net income, the EBITDA result is reflective of the effect of the write-off referred to earlier.  Excluding this write-off, EBITDA for 2008 would have been $7,989,000, representing a 7% increase.


OTHER

With regard to the Balance Sheet, the Company continues to exhibit improved financial strength.  This is evidenced within its latest Balance Sheet at December 31, 2008 by the following:
   
The Company has more than doubled its cash on hand since December 31, 2007 and now has approximately $2,500,000 in cash on hand.
   
Working Capital is now in excess of $5,900,000, which is made up of current assets of approximately $10,100,000 and current liabilities of approximately $4,200,000.  This represents a working capital ratio of almost 2.5 to 1 and a $2,300,000 increase from the prior year.  Working Capital was approximately $3,600,000 and $3,200,000 at December 31, 2007 and December 31, 2006.
   
The Company continues to operate at a very low and favorable Debt to Equity ratio and has the capacity to borrow additional funds if necessary.  At this time, based on our current expected cash outlays, the Company does not anticipate the need to borrow additional funds and has actually accelerated the paydown of certain debt.  The Company’s Debt to Equity ratio at December 31, 2008 was .18 to 1 as compared to .26 to 1 at December 31, 2007 and .34 to 1 at December 31, 2006.

The Company also continues to generate increased positive cash flow from operating activities, which was approximately $6,500,000 for the year ended December 31, 2008.  This cash flow has been primarily used for the following:

o  
To purchase additional product for its growing subscriber base within its HSMS segment.
o  
To continue to pay down its term loan and other debt obligations
o  
To fund certain costs relating to the manufacturing of its next generation medication management system and monitoring platform (Medsmart), including its research and development costs.
o  
To fund the build out of its network operating call center in New Mexico and
o  
To invest advertising dollars into Direct to Consumer Programs.

At this time I would like to turn the call back over to Jack.

JACK RHIAN: Thanks, Richard.

Let me begin by saying that our operating performance during the fourth quarter was extremely strong which had helped deliver our full year 2008 earnings guidance prior to giving effect to the previously explained write-off. Moreover, we continue to experience increasing momentum within both divisions going into the first quarter of 2009.

Our HSMS division has delivered some terrific full year results, increasing revenue by 13% while concurrently chipping away at costs. This allowed the division to establish new highs in gross profitability at approximately 56%. The HSMS management team has entered 2009 primed to layer on significant incremental revenue onto its solid Monthly Recurring Revenue base. Our growth plan is focused and straightforward. We will employ a three pronged approach towards growing the division in 2009:

Direct to Consumer Programs

The Walgreens relationship remains fruitful; adding to both our subscriber and revenue base. As of 12/31/08 the Company had a revenue run rate of approximately 1.6 million dollars. In 2009 the Company remains focused on further penetrating the store environment and aligning the product with Walgreens Home health initiatives to secure valuable positioning within the store environment. In addition to the Walgreens B2C channel, AMAC is engaged in and continues to explore other consumer marketing channel relationships. We have established a turnkey operation to process the increasing demand for AMAC’s direct to consumer programs.

MedSmart

During Q1 of 2009 we completed the final testing of our MedSmart medication dispensing and management system and have authorized distribution to select customers.. In my opinion, MedSmart looks and functions beautifully. More importantly, Fred and Randi have taken the product on the road where providers and distributors have given it high marks for its design, feature set and price point sensitivity.


Lack of adherence to medication regimens is a huge problem that costs our healthcare system over $300 billon a year from under-use, overuse or misuse of prescription medications.  .MedSmart is a powerful solution that organizes, reminds, and dispenses pills in accordance with prescribed treatment regimens.  The device comes in a stand alone version and one with an Event Reporting option.
With event reporting, family caregivers and healthcare professionals can easily track adherence, proactively modify behavior, and improve compliance through timely notification of a non-compliant event. To help deploy this new product, the Company has recently engaged a respected public relations firm to help achieve immediate brand awareness. We further believe that MedSmart, in short order, will become a valued and profitable addition to AMAC’s HSMS suite of remote patient monitoring products and services.

Expanding Provider utilization of AMAC’s remote patient monitoring dashboard

With the addition of MedSmart, today AMAC has created a technology dashboard to provide a single source solution for providers to easily obtain a broad spectrum of technologies to fit the individualized needs of their patients. From rudimentary to sophisticated, AMAC now provides the healthcare industry with an enriched portfolio of life enhancing technologies. In 2009, significant efforts are being put forth to fortify and expand our customer relationships utilizing a blended solution that allows for a customized approach to population health management.

Our TBCS division leadership, while not realizing the same level of revenue growth during 2008 as HSMS, has made significant strides towards restructuring, streamlining and consolidating its operation. Our objective is to concentrate our Companywide telephone and IT structure within two equipment hubs. This process will accomplish the following:

·  
reduce the amount of equipment required to operate our nine call centers while retaining significant redundancy
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focus our IT personnel efforts to maintain as close to 100% uptime as possible
·  
more readily share traffic across offices
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realize better call center agent utilization
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deploy the latest and most cutting edge communication equipment and software features designed to deliver superior customer service while reducing the cost of service.

During the 4th quarter of 2008 we were also able to shrink and reduce our overall management costs as a direct result of this consolidation effort. Those savings have begun to surface in the 1st quarter of 2009. This consolidation of equipment and management should allow us to deliver improved operating margins in 2009. 2008 was the first year the division shifted from an acquisition based growth strategy to one reliant upon internal growth generation.

During 2008, the division’s business development group was placed under new leadership.  We have adopted a similar and highly focused three pronged approach to revenue enhancement for 2009:

Expanding our daytime specialty services offerings:
During the first months of 2009 several new contracts were signed with hospitals to commence using our daytime concierge services. We also signed a new preferred provider contract in early 2009 with one of the most respected Greater New York based hospital associations. This affiliation will give us unprecedented access to medical facilities interested in availing themselves of our services.

Growing our Phonescreen Clinical Trial recruitment offerings- During the fourth quarter, the Company generated its greatest quarterly revenue  since acquiring this business back in late 2006.  In addition, and just as importantly, our PhoneScreen team successfully received preferred provider status with a major pharmaceutical company and a second pharmaceutical company is currently evaluating us with the goal of certifying our company as a preferred provider.
 
Continuing to grow our traditional after-hours services- Although smaller in size than our other initiatives, after-hour service to the healthcare community is within our core competence and we remain focused on working with those providers to increase market share.

Over the last several months we have all been made painfully aware of the continuing deterioration of our national economy, the ongoing demoralization of consumer confidence, as well as repeated demonstrations of undue risk-taking behavior and outright fraudulent activities.


When I observe these kinds of conditions in the macro business environment, I take great solace and pride in the fact that AMAC has long since employed a more conservative and integrity based approach to management. By staying true to our approach we have avoided the pitfalls that have caused other Companies to fail under this pressure. We have long believed that AMAC’s products and services are either essential or mission critical and, therefore, would weather financial downturns and general recessionary conditions. We are pleased that we have not had to consider personnel lay offs and in fact, have plans to expand the number of employees as these new service agreements are fully implemented.

The fundamentals of this company, including results of operation, positive cash flow, relationship with our banker, liquidity and positive outlook continue to get stronger despite these horrific macro economic conditions. Based on the continued successful implementation of our business plan, the outlook for 2009 is extremely positive. We plan to stay focused and become even more aggressive in growing our overall revenue base during 2009 and maintain high confidence that our unique confluence of products and services has created a foundation for sustained and scalable growth. We have also assembled, acquired and cultivated a management team whose comprehensive understanding of our businesses allows us to compete in an unprecedented and extremely competitive manner. Their collective efforts deserve appreciation, recognition and praise.      At this time I will turn the floor over for Q&A.

MODERATOR: Thank you. Our first question is coming from Charles Levy of Smith Barney.

CHARLES LEVY: Good morning. Uh, you gave us the 66,000 first as year end; could you pull up what it was for each of the end of the quarters for ’08 so we could see a progression?

JACK RHIAN: You were looking for a quarterly increase?

CL: Yeah, you gave us 66,000 for year end, right?

JR: Right.

CL: Do you have it for March, June, September?
JR: We don’t usually give that kind of detail out but maybe I’ll turn that call over to Richard to answer.

RICHARD RALLO:  Charles, how are you doing? This is Rich.

CL: Hi, Rich.

RR: We normally don’t provide that information on a quarterly basis. I can indicate that last year it was approximately 62,000 subscribers. I’d have to actually go back and look at the quarterly numbers there. I certainly could have a separate call after this and look up that information.

CL: OK. Um, the Walgreens’ revenue of 1.6 revenue rate, 1.6—that was up from 1.4 in the previous conference call?

JR: Yes, and I also want to point out that again, that’s a net number to AMAC, so it really is substantial in that sense.

CL: OK

JR: Because again, it compounds upon itself so it becomes very positive.

CL: Can you give an indication of the cancellation rate from the Walgreens type subscriber and the other subscribers?

JR: Well, first of all I would say that obviously at the very beginning, within the first year or so, there was virtually no churn on business.

CL: Right.

JR: So, we were experiencing an artificially very positive situation with the increase in Walgreens subscribers. I would say that the experience we’re having is that the Walgreens um, churn is equal to that of other private pay customers which is amongst the longest subscriber life as we’ve experienced with any group. I think that Randi, the churn is between 1 and 2 %?

RANDI BALDWIN: That’s correct, Jack.


JR: Does that answer your question?

CL: Uh, yes, it does. I must tell you, I continue to stop in Walgreens stores, and if they have ever heard of the product, which is in the minority cases, all they have is the little tiny display with the tear-off coupon to call in and most of the pharmacists don’t really seem familiar with it. So, I’m not sure that its store applications are making very much progress, so maybe you can expand upon that.

JR: Sure. I’m going to turn that call over to Randi because she manages the Walgreens program for us.

RB: Hi, Charles, how are you?

CL: Hi, Randi.

RB: Just to answer your question, the strategy we are taking going forward is really to align ourselves up with the Home Health Initiative. As I’m sure you are aware, Walgreens is paying a lot of attention to the movement into home health and we are joining that. I believe that over the next 6 to 9 months you will start to see a different presence of the Walgreens Ready Response, particularly in certain drug waiting areas with three dimensional displays as a starting point and we’re also looking at some other outreach to further educate the store members themselves.

CL: OK, thank you very much.

JR: I’ll just add one other point..

CL: Sure.

JR: ..and that is that we have acknowledged the fact that store penetration is the biggest challenge that we have but I do view this as a positive in the sense that there is a lot more opportunity when we can get more store involvement, and Randi has been working on a variety of new programs that she has just indicated that give us a basis for feeling that Walgreens will continue to expand its participation with us.

CL: Thank you very much.

MODERATOR: Thank you. Our next question is coming from Andrew Cowan with Tricadia Capital Management.

ANDREW COWAN: Hey guys, quick question. Jack, you got some new contracts with the hospitals, so that’s great news. Are we going to see that revenue come through in the first quarter or is it going to start flowing through the second quarter?

JR: Thank you, Andrew. The revenue for that is expected to start flowing through in the second quarter. We spent the first quarter after we signed the contracts deep in implementation, and remember, these are very significant contracts, so there’s a lot of gearing up that has to happen and the company has to connect to the hospitals’ IT infrastructure; it takes about 1 to 2 months to connect up at that level, make sure of thorough testing because they really are transferring all of that responsibility over to us and we have to make sure that not only do we have solid connections, but we have redundancy and set up for fail over, etc. so, we believe that from what the implementation people tell us, that we will start seeing that in April.

AC: OK, and I just noticed that there was a little bit of moving around in and it looks like cost of goods sold went up a little bit but SG& A went down, so the end result was a great even down margin but it was a little lower gross margin. So, what was going on there?

RR: With respect to the cost of goods sold and the company as a whole, actually it reduced slightly from the previous year. We did make in the 4th quarter, there was a re-class from SG & A up into cost of goods sold, that was about 1 percentage point. That re-class had to be made for this year, as well as the other years but overall on a comparison basis, we have actually decreased our cost of goods sold; in other words, increasing gross profit as well as continuing to decrease the SG & A costs.

AC: OK, because you’ve been running around 52-53% so, is that the rate to expect going forward?

RR: I anticipate going forward into 2009 based on some of the initiatives that Jack has touched on, we’re looking to see hopefully, a little improvement within that area.


AC: So maybe higher than 52 or 53?

RR: Yes.

AC: That would be terrific. And then, excluding the write-down or write-off, the margin of about 21% or so, is that about the target range or is there potential improvement for that?

RR: I believe, as we look through the whole operation there is actually improvement in that area also, based on the business strategies that we’ve gone through, we anticipate that there is potential for some improvement there also.

AC: OK, and is that in the HSMS or the TBCS? Where do you expect that improvement to come through?

RR: The majority of that within the TBCS segment.

AC: OK. And that’s just improving the gross margins on that front?

RR: Yes.

AC: It’s hard to improve the gross margins of the HSMS as much?

RR: That is correct.

AC: OK, great. Thanks so much, guys.

MOD: Thank you. We have a question coming from Charles Levy of Smith Barney.

CHARLES LEVY: Maybe I missed this, but in the write-off of the technology development, is that going forward with a new individual or has that been dropped as a project completely?

JR: That’s actually a good question.

CL: Yay.

JR: We appreciate it. The write down was related to a specific initiative related to telehealth; however, the company, as I have indicated in my speaking points is still very much committed to telehealth as part of our three prong approach to remote patient monitoring which includes PERS, medication management and telehealth. One of the things that we did a few months ago, and I will turn the floor over to Fred Siegel to talk a little bit about that, was to enter an initial relationship with Intel who’s got a new telehealth platform and capability. That relationship and that program is very early, but we are looking at that as one of the ways in which AMAC can participate in the telehealth area. Fred, if you want to expand for a few more minutes on the Intel relationship that’s been created?

FRED SIEGEL:  Sure, Jack, thank you very much. AMAC was selected by Intel as their first market channel partner for their new Intel Health Guide, which is part of the Digital Health and Wellness Monitoring division which they started  probably 4 or 5 years ago as it relates to trying to improve the overall health and wellness of an aging population. This is Intel’s first entry into providing a direct product to the end user marketplace and they have a very, very solid management team and solid strategy to launch this product through multiple channels in the healthcare arena. That includes medicare advantage programs, government reimbursed programs, homecare agencies, hospitals, etc, all that have a vested interest in helping individuals remain healthy, independent, and at home. They reviewed and evaluated a laundry list of companies and the relationship is in its embryonic stage right now. They just started a pilot program with several large health care delivery systems and we’re collaborating with their business development team. They have over 50 individuals nationwide that talk to C level executives and we’re really becoming their, I guess, their preferred market channel partner to provide the product and related support services to drive utilization of this type of technology. So, it’s in its beginning but we’re very bullish about the relationship and expect it to deliver good, positive results for AMAC.

JR: Thanks, Fred. I’d also like to point out that while we wrote off the investment because primarily the company that was commissioned to do this development work for us and ran out of money, we at AMAC retained all of the rights to the development that has been created. The work that has been created, is pretty far downstream, has not gone by the wayside and we have the opportunity and we are considering all of our options related to completing that development project and having AMAC’s telehealth solution continue on as we had envisioned several years ago. But the decision was made at this point in time to clear the balance sheet and to write off the investment for the specific reason that we mentioned, but to be clear, the opportunity and the work that has been done has not necessarily been lost.


MODERATOR: There are no further questions. I would like to hand the floor back over to management for any closing comments.

JR: Hearing no other questions, we really appreciate everyone participating on the call today. Again, I will leave you with just the sense that even though we are all watching a pretty difficult time in the greater economy, AMAC is poised and ready to continue its accelerated growth and earnings strategy. We’ve laid out what we believe to be a succinct plan on both sides of the house, both divisions, and we are going to continue to implement, implement, implement and we look forward to talking to our shareholders at the next call, which will actually be in about 6 weeks, I suspect. So, thank you very much, folks, and good day.



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