0001144204-11-048647.txt : 20110819 0001144204-11-048647.hdr.sgml : 20110819 20110819115413 ACCESSION NUMBER: 0001144204-11-048647 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110815 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110819 DATE AS OF CHANGE: 20110819 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: 111046570 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 v232230_8k.htm 8-K
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): August 15, 2011

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.)

36-36 33rd Street, Long Island City, New York
11106
(Address of Principal Executive Offices)
(Zip Code)

Registrant's telephone number, including area code:  (212) 879-5700

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):

 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 
¨
Pre-commencement of communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)

 
¨
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 August 15, 2011, American Medical Alert Corp. (the “Company”) issued a press release announcing the results of operations for the quarter ended June 30, 2011.  A copy of such press release is attached hereto as Exhibit 99.1.

In accordance with General Instruction B.2., the foregoing information 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 of this Current Report on Form 8-K 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 August 15, 2011.

 
 

 

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:    August 15, 2011
 
   
 
AMERICAN MEDICAL ALERT CORP.
   
 
By:
/s/ Richard Rallo
   
Name: Richard Rallo
   
Title:  Chief Financial Officer

 
 

 
EX-99.1 2 v232230_ex99-1.htm EX-99.1
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
SECOND QUARTER 2011 RESULTS

LONG ISLAND CITY, New York. –August 15, 2011 –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 six months ended June 30, 2011, the highlights of which are as follows:

 
·
Company continues revenue momentum within the TBCS division and records third consecutive quarter of double digit growth as compared to the same quarters in the prior year, primarily as a result of business generated from new awards in the pharmaceutical channel and expanded business within its non-traditional offerings to hospital organizations.
  
 
·
Company executed an agreement with a major multi-national conglomerate to provide the Company’s PERS product under a private label arrangement.

 
·
Company has built up cash on hand in excess of $7,100,000 and had working capital of over $12,600,000 at June 30, 2011.

 
·
Company confirms revenue guidance for the year ended December 31, 2011.  Company also confirms net income guidance after excluding non-operational business expenses incurred in 2011.

Revenues for the quarter ended June 30, 2011, consisting primarily of monthly recurring revenues (MRR), increased 6% to $10,319,567 as compared to $9,712,145 for the same period in 2010.  Net income for the quarter ended June 30, 2011 was $785,069 or $.08 per diluted share as compared to $791,418 or $.08 per diluted share for the same period in 2010.  Net income for the quarter ended June 30, 2011 and 2010 excludes $307,218 and $68,515, respectively, of net expense, net of income taxes, incurred with respect to the Company’s joint venture with Qualcomm and Hughes Telematics, Inc. (known as “Lifecomm”).  This equity loss represents the Company’s share of R&D and other selling, general and administrative expenses incurred for the development of the next generation mobile PERS.  This equity loss, which is expected to continue over the next several quarters, is not related to the Company’s current business operations. As it relates to this equity loss, the Company will realize a significant tax benefit and have less cash outlay relating to income taxes. Net income for the quarter ended June 30, 2011 also excludes other non-operational, non tax deductible expenses of $304,050.  The Company’s net income for the quarter ended June 30, 2011 and 2010 after taking into effect of these charges was $159,369, or $.02 per diluted and $722,903, or $.07 per diluted share, respectively.

Revenues for the six months ended June 30, 2011 increased 7% to $20,951,300, as compared to $19,623,392 for the same period in 2010.  Net income for the six months ended June 30, 2011 was $1,828,746 or $0.19 per diluted share as compared to net income of $1,678,790 or $0.17 per diluted share for the previous year. Net income for the six months ended June 30, 2011 and 2010, respectively, excludes $643,147 and $68,515 of net expense, net of income taxes, incurred with respect to the Company’s joint venture with Qualcomm and Hughes Telematics, Inc. as discussed above.  Net income for the six months ended June 30, 2011 also excludes other non-operational, non tax deductible expenses of $304,050.  Net income for the six months ended June 30, 2011 and 2010 after taking into effect of these charges was $868,948, or $0.09 and $1,610,275, or $0.16 per diluted share, respectively.

 
 

 

Earnings before interest, taxes and depreciation and amortization (“EBITDA”) for the six months ended June 30, 2011, was $4,311,896 as compared to $4,713,900 the same period in 2010.  EBITDA excludes $1,071,912 and $116,127 for the six months ended June 30, 2011 and 2010, respectively, of the Company’s share of equity loss incurred with respect to the Lifecomm Joint Venture. EBITDA for the trailing twelve months ended June 30, 2011, which excludes $2,135,911 of the Company’s share of equity loss incurred with respect to the Lifecomm Joint Venture was $8,564,840. EBITDA for the trailing twelve months ended June 30, 2010, which excludes $116,127 of the Company’s share of equity loss incurred with respect to the Lifecomm Joint Venture was $9,279,592.
 
The Company continues to demonstrate increasing financial strength within its balance sheet reflecting improved liquidity, working capital and debt to equity ratio as follows:
 
 
·
The Company’s cash on hand at June 30, 2011 was $7,193,332 as compared to $4,090,528 at December 31, 2010.
 
 
·
The Company’s working capital increased to $12,632,290 at June 30, 2011, as compared to $10,043,976 at December 31, 2010, representing a 26% increase.
 
 
·
The Company continues to pay down its debt in 2011 and had a debt to equity ratio of .08 to 1 at June 30, 2011.
 
The Company is projecting net income ranging from $3,550,000 - $3,850,000, or $0.36 to $0.39 per diluted share based on the fully diluted shares as of June 30, 2010, for the year ending December 31, 2011.  This net income calculation also excludes the impact of the net loss allocated to the Company in connection with the Lifecomm Joint Venture and other non-operational, non tax deductible expenses.  The Company estimates its share of the net loss after taxes from its portion of net income or net loss associated with the Lifecomm Joint Venture for 2011 to range from $1,350,000 to $1,440,000.  In addition, the Company estimates its share of net loss from non-operational, non tax deductible expenses to range from $750,000 to $1,150,000. The Company’s projected net income for 2011 after taking into effect these charges would range from $960,000 to $1,750,000, or $0.10 to $0.18 per diluted share based on the fully diluted shares as of June 30, 2010.

Jack Rhian, Chief Executive Officer and President, commented, “During the past several months the Company has focused on implementing several large pharmaceutical support projects that have commenced in July and August of 2011 and will begin to contribute significant revenue towards the TBCS segment as of July and the remainder of 2011 into 2012.  These projects have required the recruitment and training of approximately 24 additional communication service agents.

The Company has also executed an important multiyear agreement with a multi-national provider of remote patient monitoring services. This provider has extraordinary brand recognition both nationally and internationally. This household name provider is expected to utilize AMAC’s PERS and MedSmart® equipment and services as early as Q4 2011.

I am pleased to note as well that the rollout of our previously announced agreement with a national homecare provider (who utilizes a Medicare episode of care payment model) is accelerating ahead of schedule. We estimate that by early September 2011 activation of 165 homecare offices nationwide will have been completed. Several hundred additional offices are scheduled for inclusion into the program over the next several quarters.  As this program is fully implemented it is expected to generate a material increase in the number of AMAC’s PERS subscriber base.

Concurrently, the Company continues to prepare (through R & D activity) to introduce the availability of cellular connected PERS service as well as intensifying its preparation for the launch of mobile PERS through its joint venture arrangement with Qualcomm and Hughes Telematics (Lifecomm.)  Significant effort is now underway to ready AMAC’s PERS monitoring centers to enable the Company to accept and process calls from mobile PERS subscribers who require assistance outside the home. This ability to track calls from outside the home utilizes GPS and other locations identification technologies. We are working collaboratively with our partners at Lifecomm to ready the marketing plan to sell these next generation services commencing in Q1 2012.

 
 

 

We look forward to sharing further information on our business plan and the execution of additional service agreements from both the TBCS and HSMS divisions with our shareholders.”
 
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 US based communication centers under local trade names: HLINK OnCall, North Shore TAS, Live Message America, ACT Teleservice, MD OnCall, Capitol Medical Bureau, American MediConnect, Alpha Message Center and Phone Screen 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 measures.  These measures are “earnings before interest, taxes, depreciation and amortization and equity in net loss from investment in a limited liability company (“EBITDA”)” and “Net Income before equity in net loss from investment in a limited liability company and other non-operational, non tax deductible expenses”.  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 are 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, declare and pay dividends, 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 reporting Net Income before Equity in net loss from investment in a limited liability company and other non-operational, non tax deductible expenses more accurately reflects the performance of the Company’s core operations and excludes non-operational items which may skew the analysis of management or outside investors in evaluating the Company.

EBITDA and Net Income before Equity in net loss from investment in a limited liability company and other non-operational, non tax deductible expenses are non-GAAP financial measures and although management and some members of the investment community may utilize these to measure financial performance, EBITDA and Net Income before Equity in net loss from investment in a limited liability company and other non-operational, non tax deductible expenses 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. In addition, certain statements related to the future expectations and timing for the development and commercialization of Lifecomm’s mobile PERS solution, constitute forward-looking statements.  Important factors which might cause a difference between actual and expected events include: (i) greater than expected and/or increased costs or unexpected delays associated with the development and commercialization of Lifecomm’s mobile PERS solution, (ii) inability to successfully develop the technology to support Lifecomm’s mobile PERS solution, (iii) uncertainty relating to consumer interest in and acceptance of Lifecomm’s mobile PERS solution, (iv) risks associated with changes in the competitive or regulatory environment in which Lifecomm operates; and (v) risks associated with prosecuting or defending allegations or claims of infringement of intellectual property rights.  Further, any of the Company’s new products such as MedSmart and TeleSmart, are subject to the risks inherent in any new product introduction, including market acceptance and technology concerns that are frequently encountered in connection with initial use of a new product. New business opportunities referred to herein, including contracts in negotiation, may not come to fruition. The Company does not undertake any obligation to update these forward-looking statements for events occurring after the date of this press release.

 
 

 

Selected financial data for the three and six months ended June 30, 2011 and 2010 and balance sheets as of June 30, 2011 and December 31, 2010 are set forth below.

AMAC SELECTED FINANCIAL DATA

   
Three Months Ended
   
Six Months Ended
 
   
6/30/2011
   
6/30/2010
   
6/30/2011
   
6/30/2010
 
                         
Revenues
  $ 10,319,567     $ 9,712,145     $ 20,951,300     $ 19,623,392  
                                 
Cost of Goods Sold
    4,910,817       4,522,891       9,772,361       9,046,330  
Selling, General & Administrative Costs
    4,401,965       3,857,251       8,430,381       7,765,084  
Interest Expense
    13,348       13,836       28,008       26,267  
Equity in net loss from investment in a  limited liability company
    512,030       116,127       1,071,912       116,127  
Other Expenses (Income)
    (10,962 )     (29,863 )     (23,310 )     (59,691 )
                                 
Income before Provision for Income Taxes
    492,369       1,231,903       1,671,948       2,729,275  
                                 
Net Income
  $ 159,369     $ 722,903     $ 868,948     $ 1,610,275  
                                 
Net Income per Share
                               
Basic
  $ 0.02     $ 0.08     $ 0.09     $ 0.17  
Diluted
  $ 0.02     $ 0.07     $ 0.09     $ 0.16  
                                 
Basic Weighted Average Shares Outstanding
    9,580,005       9,549,355       9,576,622       9,537,894  
                                 
Diluted Weighted Average Shares Outstanding
    9,816,209       9,828,473       9, 824,536       9, 835,180  

CONDENSED BALANCE SHEET

         
June 30,
   
December 31,
       
         
2011
   
2010
       
         
(Unaudited)
             
ASSETS
                       
                         
Current Assets
              $ 16,102,785     $ 13,787,609            
Fixed Assets – Net
            6,623,057       7,195,019          
Other Assets
            15,212,296       16,534,857          
                                 
Total Assets
          $ 37,938,138     $ 37,517,485          
                                 
Current Liabilities
          $ 3,470,495     $ 3,743,633          
Deferred Income Tax
            1,196,000       1,228,000          
Long-term Debt
            1,950,000       2,150,000          
Other Liabilities
            680,813       740,034          
                                 
Total Liabilities
          $ 7,297,308     $ 7,861,667          
                                 
Stockholders’ Equity
            30,640,830       29,655,818          
Total Liabilities and Stockholders’ Equity
          $ 37,938,138     $ 37,517,485          

 
 

 

Net Income before Equity in net loss from investment in a limited liability company and other non-operational, non tax deductible expenses for the three and six months ended June 30, 2011 and 2010 reconciled to net income.

   
Three Months Ended
   
Six Months Ended
 
   
6/30/2011
   
6/30/2010
   
6/30/2011
   
6/30/2010
 
                         
Net Income
    159,369       722,903       868,948       1,610,275  
Add Backs:
                               
Equity in net loss from investment in a  limited liability company, net of tax
    307,218       68,515       643,147       68,515  
Other non-operational expenses, non tax deductible
    304,050       -       304,050       -  
Adjustment to tax provision for non taxable, non- operational expenses
    14,432       -       12,601       -  
                                 
Net Income before Equity in net loss from  investment in a limited liability and other non-operational expenses
    785,069       791,418       1,828,746       1,678,790  

Net Income per share before Equity in net loss from investment in a limited liability company and other non-operational, non tax deductible expenses for the three and six months ended June 30, 2011 and 2010 reconciled to net income per share.

   
Three Months Ended
   
Six Months Ended
 
   
6/30/2011
   
6/30/2010
   
6/30/2011
   
6/30/2010
 
                         
Net Income per share
  $ 0.02     $ 0.07     $ 0.09     $ 0.16  
Add Backs:
                               
Equity in net loss from investment in a  limited liability company per share, net of tax
  $ 0.03     $ 0.01     $ 0.07     $ 0.01  
Other non-operational expenses, non tax deductible
  $ 0.03       -     $ 0.03       -  
Adjustment to tax provision for non taxable, non-  operational expenses
    -       -       -       -  
                                 
Net Income per share before Equity in net loss from  investment in a limited liability  and other non-operational expenses
  $ 0.08     $ 0.08     $ 0.19     $ 0.17  

Earnings before interest, taxes and depreciation and amortization for the six months and trailing twelve months ended June 30, 2011 and 2010.

         
Add:
         
Less:
       
   
6/30/11
   
12/31/2010
   
Subtotal
   
6/30/2010
   
Total
 
                               
Net Income
    868,948       2,385,566       3,254,514       1,610,275       1,644,239  
Add Backs:
                                       
Taxes
    803,000       1,550,000       2,353,000       1,119,000       1,234,000  
Interest
    28,008       61,283       89,291       26,267       63,024  
Depreciation & Amort.
    1,540,028       3,789,869       5,329,897       1,842,231       3,487,666  
Equity in net loss from investment in a  limited liability company
    1,071,912       1,180,126       2,252,038       116,127       2,135,911  
EBITDA
    4,311,896                               8,564,840  

 
 

 
 
                               
         
Add:
         
Less:
       
   
6/30/10
   
12/31/2009
   
Subtotal
   
6/30/2009
   
Total
 
                               
Net Income
    1,610,275       2,889,513       4,499,788       1,381,635       3,118,153  
Add Backs:
                                       
Taxes
    1,119,000       1,925,000       3,044,000       961,000       2,083,000  
Interest
    26,267       76,181       102,448       44,302       58,146  
Depreciation & Amort.
    1,842,231       4,103,100       5,945,331       2,041,165       3,904,166  
Equity in net loss from investment in a  limited liability company
    116,127       -       116,127       -       116,127  
                                         
EBITDA
    4,713,900                               9,279,592  

Projected net income before equity in net loss from investment in a limited liability company and other non-operational expenses, non tax deductible:

   
Year Ended
 
   
Projected Range
12/31/2011
 
       
Net Income
  $ 960,000 – 1,750,000  
Add Backs:
       
Loss allocated from investment in unconsolidated affiliate
  $ 1,350,000 – 1,440,000  
Loss from other non-operational expenses, non tax deductible
  $ 750,000 – 1,150,000  
         
Net Income before equity in net loss from investment in a limited liability company and other non operational, non tax deductible expenses
  $ 3,550,000 - 3,850,000  
 
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