AMERICAN MEDICAL ALERT CORP
10QSB, 1996-08-02
MISCELLANEOUS BUSINESS SERVICES
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                                   FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                   QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


For Quarter Ended June 30, 1996


Commission File Number 1-8635

                          AMERICAN MEDICAL ALERT CORP.
             (Exact Name of Registrant as Specified in its Charter)

           New York                                                   11-2571221
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                            Identification Number)

                3265 Lawson Boulevard, Oceanside, New York 11572
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (516) 536-5850
              (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 past 90 days. Yes  X     No
                                       ---       ---

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest  practicable  date:  5,710,816 shares of $.01 par
value common stock as of July 26, 1996.



<PAGE>


                          AMERICAN MEDICAL ALERT CORP.
                                      INDEX


                          PART I FINANCIAL INFORMATION

                                                                 PAGE

Item 1.   Financial Statements.
          Condensed Balance Sheets for June 30, 1996
           and December 31, 1995                                  1

          Condensed Statements of Income for the
          Six Months Ended June 30, 1996 and 1995                 2

          Condensed Statements of Income for the
          Three Months Ended June 30, 1996 and 1995               3

          Condensed Statements of Cash Flows for
          the Six Months Ended June 30, 1996 and 1995             4

          Notes to Condensed Financial Statements                 5

Item 2.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations.          6


                            PART II OTHER INFORMATION


Item 4.   Submission of Matters to a Vote of Security-Holders.    7

Item 6.   Exhibits and Reports on Form 8-K.                       7




<PAGE>


Item 1.  Financial Statements.

                          AMERICAN MEDICAL ALERT CORP.
                            CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
                                     ASSETS
                                                                                   June 30, 1996  Dec. 31, 1995*
                                                                                    (Unaudited)
                                                                                    -----------    -----------
<S>                                                                                 <C>            <C>        
CURRENT ASSETS:
           Cash                                                                     $   251,031    $   319,989
           Accounts and notes receivable
           (net of allowance for doubtful accounts of $30,000 in '96 & '95)           1,343,232      1,236,938
           Inventory                                                                  1,305,577      1,116,810
           Prepaid expenses and other current assets                                    186,175        149,309
           Deferred income tax benefit                                                   30,000         54,000
                                                                                    -----------    -----------

           Total Current Assets                                                       3,116,015      2,877,046
                                                                                    -----------    -----------


FIXED ASSETS:
           (Net of accumulated depreciation and amortization)                         3,040,356      2,848,109

OTHER ASSETS                                                                             30,564         24,887
                                                                                    -----------    -----------

TOTAL ASSETS                                                                        $ 6,186,935    $ 5,750,042
                                                                                    ===========    ===========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
           Note Payable Bank                                                            300,000            -0-
           Accounts payable                                                             471,433        467,300
           Accrued expenses                                                             169,973        214,092
           Taxes payable                                                                111,430            -0-
           Current portion of long-term debt                                             10,378          7,351
                                                                                    -----------    -----------
           Total Current Liabilities                                                  1,063,214        688,743

DEFERRED INCOME TAX LIABILITY                                                           195,000        195,000
NOTE PAYABLE BANK                                                                           -0-        450,000
LONG-TERM DEBT - LESS CURRENT MATURITIES                                                 16,576          8,949
                                                                                    -----------    -----------
           Total Liabilities                                                          1,274,790      1,342,692
                                                                                    -----------    -----------

COMMITMENTS AND CONTINGENT LIABILITIES

SHAREHOLDERS' EQUITY
           Common stock - $.01 par value; authorized - 10,000,000 shares;
           issued, and outstanding - 5,754,726 shares in 1996
           and 5,504,741 shares in 1995                                                  57,547         55,047
           Additional paid-in capital                                                 4,192,796      4,088,212

           Retained Earnings                                                            767,834        270,575
                                                                                    -----------    -----------
                                                                                      5,018,177      4,413,834
           Less 43,910 shares in 1996 & 1,995 in 1995 of treasury stock, at cost       (106,032)        (6,484)
                                                                                    -----------    -----------
           Total Shareholders Equity                                                  4,912,145      4,407,350
                                                                                    -----------    -----------

TOTAL Liabilities & Shareholders Equity                                             $ 6,186,935    $ 5,750,042
                                                                                    ===========    ===========
</TABLE>
See accompanying notes to condensed financial statements 
* Derived from audited financial statements

                                        1

<PAGE>


                          AMERICAN MEDICAL ALERT CORP.

                         CONDENSED STATEMENTS OF INCOME
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                            Six Months Ended June 30,
                                                           --------------------------
                                                               1996           1995
                                                               ----           ----   
<S>                                                        <C>            <C>        
Revenues:
           Services                                        $ 3,014,028    $ 2,509,331
           Product sales                                       508,988        284,162
                                                           -----------    -----------
                                                             3,523,016      2,793,493
                                                           -----------    -----------
Cost and Expenses (Income):
           Costs related to services (Note 4)                1,012,304        824,880
           Costs of products sold (Note 4)                     347,046        198,959
           Selling, general and
           administrative expenses                           1,251,171      1,075,242
           Interest expense                                     25,236         29,396
           Other income                                          (1000)          (291)
                                                           -----------    -----------
                                                             2,634,757      2,128,186
                                                           -----------    -----------
Income before provision for income
taxes                                                          888,259        665,307

Provision for income taxes                                     391,000        282,988
                                                           -----------    -----------



NET INCOME                                                 $   497,259    $   382,319
                                                           ===========    ===========

Net income per share                                       $       .09    $       .07
                                                           ===========    ===========
Weighted average number of
common shares outstanding (Note 3)                           5,765,456      5,833,436
                                                           ===========    ===========

</TABLE>

See accompanying notes to condensed financial statements

                                        2

<PAGE>

                          AMERICAN MEDICAL ALERT CORP.

                         CONDENSED STATEMENTS OF INCOME
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                           Three months Ended June 30,
                                                           ---------------------------
                                                               1996           1995
                                                               ----           ----   
<S>                                                        <C>            <C>        
Revenues:
           Services                                        $ 1,534,772    $ 1,347,063
           Product sales                                       337,098        175,807
                                                           -----------    -----------
                                                             1,871,870      1,522,870
                                                           -----------    -----------
Cost and Expenses (Income):                                
           Costs related to services (Note 4)                  537,591        449,861
           Costs of products sold (Note 4)                     236,595        140,310
           Selling, general and                            
           administrative expenses                             605,375        542,087
           Interest expense                                     10,125         14,329
           Other income                                          (1000)          (128)
                                                           -----------    -----------
                                                             1,388,686      1,146,459
                                                           -----------    -----------
Income before provision for income                         
taxes                                                          483,184        376,411
                                                           
Provision for income taxes                                     213,000        161,500
                                                           -----------    -----------
                                                           
                                                           
                                                           
NET INCOME                                                 $   270,184    $   214.911
                                                           ===========    ===========
                                                           
Net income per share                                       $       .05    $       .04
                                                           ===========    ===========
Weighted average number of                                 
common shares outstanding (Note 3)                           5,788,124      5,870,233
                                                           ===========    ===========
</TABLE>
                                                
See accompanying notes to condensed financial statements

                                        3

<PAGE>

                          AMERICAN MEDICAL ALERT CORP.

                        CONDENSED STATEMENT OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                         Six Months Ended June 30,
                                                         -------------------------
                                                             1996         1995
                                                          ---------    ---------
<S>                                                       <C>          <C>      
Cash Flows From Operating Activities:
           Net Income                                     $ 497,259    $ 382,319

           Adjustments to reconcile net income to
              net cash provided by operating activities


           Provision for deferred income taxes               24,000       97,000
           Depreciation and amortization                    308,102      242,621
           Change in Assets and Liabilities:
           (Increase) Decrease in receivables              (106,294)      75,018
           (Increase) Decrease in inventory                (188,767)       8,050
           (Increase) in prepaid expenses
              and other assets                              (42,543)     (86,088)
           Increase (Decrease) in accounts payable,
              accrued expenses and taxes payable             71,444     (230,214)
                                                          ---------    ---------

Net Cash Provided by Operating Activities                   563,201      488,706
                                                          ---------    ---------

Cash Flows from Investing Activities:
           Expenditures for fixed assets                   (500,349)    (390,040)
                                                          ---------    ---------

Net Cash Used In Investing Activities                      (500,349)    (390,040)
                                                          ---------    ---------

Cash Flows from Financing Activities:
           Repayment of bank borrowings                    (150,000)    (100,000)
           Net (Repayment of) loans payable                  10,654       (1,063)
           Net Proceeds upon exercise of stock options        7,536       13,405
                                                          ---------    ---------

Net Cash Used In Financing Activities                      (131,810)     (87,658)
                                                          ---------    ---------

           Net (Decrease) increase in Cash                  (68,958)      11,008
           Cash, Beginning of Period                        319,989      157,435
                                                          ---------    ---------
           Cash, End of Period                            $ 251,031    $ 168,443
                                                          =========    =========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

CASH PAID DURING THE PERIOD
FOR INTEREST                                              $  25,236    $  29,396
                                                          =========    =========

CASH PAID DURING THE PERIOD
FOR INCOME TAXES                                          $ 207,129    $ 179,284
                                                          =========    =========

</TABLE>

See accompanying notes to condensed financial statements


                                        4

<PAGE>


                          AMERICAN MEDICAL ALERT CORP.

                     Notes to Condensed Financial Statements
                                   (Unaudited)




1.   General:

     These financial  statements should be read in conjunction with the notes to
     the financial statements contained in the latest annual report for the year
     ended December 31, 1995.


2.   Results of Operations:

     In  the  opinion  of  management,   the  accompanying  unaudited  condensed
     financial  statements  contain all adjustments  (consisting  only of normal
     recurring  accruals)  necessary to present fairly the financial position as
     of June 30, 1996, the condensed  statements of income for the three and six
     month  periods  ended June 30, 1996 and 1995,  and the  statements  of cash
     flows for the six months ended June 30, 1996 and 1995.

     The  condensed  statements  of income for the six and three  month  periods
     ended June 30,  1996 are not  necessarily  indicative  of the results to be
     expected for the full year.


3.   Income Per Share:

     Income per share is computed  using the weighted  average  number of common
     shares and common share equivalents outstanding during each period. In 1996
     and 1995,  the  dilutive  effect of  outstanding  options and  warrants was
     included in the weighted average number of common shares.

4.   Reclassification:

     Certain  costs  in the  1995  condensed  statements  of  income  previously
     included in costs of products sold have been  reclassified to costs related
     to services to conform with the 1996 presentation and to be consistent with
     the  classification  of such costs in the  Company's  1995 annual report on
     Form 10-KSB.




                                        5

<PAGE>


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

The following  discussion and analysis  provides  information  which  management
believes is relevant to an assessment and understanding of the Company's results
of  operations  and  financial  condition.  The  discussion  should  be  read in
conjunction  with  the  consolidated   financial  statements  contained  in  the
Company's Annual Report on Form 10-KSB
for the year ended December 31, 1995.

Liquidity and Capital Resources
- -------------------------------

On December 1, 1995, the Company  renegotiated its $1,500,000 credit note (based
upon 75% of eligible accounts  receivable and 25% of inventory,  as defined) and
extended it until April 30, 1997. As of July 26, 1996,  $300,000 was outstanding
under this note. The Company's  working capital on June 30, 1996 was $2,052,801.
During 1996 the Company  anticipates  that it will make capital  investments  of
approximately  $1,000,000  of which  approximately  $500,000  has been  expended
through June 30, 1996 for the  purchase and  production  of  additional  systems
which the Company  intends to rent to its customers.  The Company  believes that
its present cash and working capital  position,  its borrowing  availability and
future  anticipated  income  will be  sufficient  to meet its  cash and  working
capital needs for the foreseeable future.

Results Of Operations
- ---------------------

Revenue from services  increased $504,697 for the six months ended June 30, 1996
as  compared  to the same period in 1995,  an  increase  of 20%.  This  increase
resulted from  expansion of the Company's  customer base for monthly  monitoring
and leasing  services.  Costs  related to services for the six months ended June
30, 1996 and 1995 were 34% and 33%, respectively.

Revenue  from  services  increased  $187,709 for the three months ended June 30,
1996 as compared to the same period in 1995,  an increase of 14%.  This increase
resulted from  expansion of the Company's  customer base for monthly  monitoring
and leasing services.  Costs related to services for the three months ended June
30, 1996 and 1995 were 35% and 33%, respectively.

Revenue from product sales increased  $224,826 for the six months ended June 30,
1996 as compared to the same period in 1995,  an increase of 79%.  This increase
was  primarily  due to the  increase  in sales to  distributors  and  retirement
communities. The gross profit on product sales for the six months ended June 30,
1996 and 1995 was 32% and 30%, respectively.

Revenue from product  sales  increased  $161,291 for the three months ended June
30,  1996 as compared  to the same  period in 1995,  an  increase  of 92%.  This
increase  was  primarily  due to the  increase  in  sales  to  distributors  and
retirement  communities.  The gross profit on product sales for the three months
ended June 30, 1996 and 1995 was 30% and 20%, respectively. This increase is due
to lower production costs resulting from production efficiencies in 1996.

Interest expense for the six months ended June 30, 1996 and 1995 was $25,236 and
$29,396, respectively.  Selling, general and administrative expenses as compared
as a  percentage  of total  revenues  for the six months ended June 30, 1996 and
1995 were 36% and 38% respectively.

Interest  expense for the three  months ended June 30, 1996 and 1995 was $10,125
and  $14,329,  respectively.  Selling,  general and  administrative  expenses as
compared as a percentage  of total  revenues for the three months ended June 30,
1996 and 1995 were 32% and 36% respectively.

                                        6

<PAGE>


                           PART II - OTHER INFORMATION


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

     On June 11, 1996 the Company held its 1996 Annual  Meeting of  Shareholders
(the "1996 Meeting").  At the 1996 Meeting,  the Company's  shareholders elected
six directors to serve until the 1997 Annual Meeting of  Shareholders  and until
their respective  successors  shall be elected and qualified.  The vote for such
directors was as follows:


\                                                FOR               WITHELD

                Howard M. Siegel              4,792,378             45,888
                Wilfred L. Mossey             4,798,435             39,831
                Myron Segal                   4,794,535             43,731
                Leonard Herz                  4,793,935             44,331
                Peter Breitstone              4,796,035             42,231
                Eli S. Feldman                4,795,935             42,331


     In addition,  at the 1996  Meeting the  Company's  shareholders  voted with
respect to the ratification and approval of Margolin,  Winer & Evens, LLP as the
Company's  independent  auditors  for the year  ending  December  31,  1996.  In
connection  with this  proposal,  4,802,285  votes  were cast for the  proposal,
27,050  votes were cast  against the  proposal  and 8,931 votes  abstained  from
voting.

Item 6. Exhibit and Reports on Form 8-K.

(a)  Exhibits:

      27.  Financial Data Schedule


(b)  Reports on Form 8-K:

       No  reports  on Form 8-K were filed  during  the  quarter  for which this
       report is filed.

                                        7

<PAGE>



                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly  caused  this  report  to be signed  on its  behalf by the  undersigned
thereunto duly authorized.





AMERICAN MEDICAL ALERT CORP.


By: /s/  Howard M. Siegel
    -------------------------
      Howard M. Siegel
      President & Chief Operating Officer
      (Chief Financial & Accounting Officer)

Dated:  July 26, 1996




<TABLE> <S> <C>


<ARTICLE>                     5
<CIK>                         0000700721
<NAME>                        AMERICAN MEDICAL ALERT CORP.
       
<S>                             <C>
<PERIOD-TYPE>                      6-MOS
<FISCAL-YEAR-END>              DEC-31-1996
<PERIOD-START>                 JAN-01-1996
<PERIOD-END>                   JUN-30-1996
<CASH>                           251,031
<SECURITIES>                           0
<RECEIVABLES>                  1,373,232
<ALLOWANCES>                      30,000
<INVENTORY>                    1,305,577
<CURRENT-ASSETS>               3,116,015
<PP&E>                         3,040,356
<DEPRECIATION>                         0
<TOTAL-ASSETS>                 6,186,935
<CURRENT-LIABILITIES>          1,063,214
<BONDS>                           16,576
                  0
                            0
<COMMON>                          57,547
<OTHER-SE>                     4,854,598
<TOTAL-LIABILITY-AND-EQUITY>   6,186,935
<SALES>                          508,988
<TOTAL-REVENUES>               3,523,016
<CGS>                            347,046
<TOTAL-COSTS>                  2,634,757
<OTHER-EXPENSES>                       0
<LOSS-PROVISION>                       0
<INTEREST-EXPENSE>                25,536
<INCOME-PRETAX>                  888,259
<INCOME-TAX>                     391,000
<INCOME-CONTINUING>                    0
<DISCONTINUED>                         0
<EXTRAORDINARY>                        0
<CHANGES>                              0
<NET-INCOME>                     497,259
<EPS-PRIMARY>                        .09
<EPS-DILUTED>                          0
        




</TABLE>


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