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 March 31, 1999
Commission File Number: 1-8635
AMERICAN MEDICAL ALERT CORP.
(Exact Name of Registrant as Specified in its Charter)
New York 11-2571221
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3265 Lawson Boulevard, Oceanside, New York 11572
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(Address of principal executive offices)
(Zip Code)
(516) 536-5850
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(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: 6,377,922 shares of $.01 par
value common stock as of May 4, 1999.
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AMERICAN MEDICAL ALERT CORP.
INDEX PAGE
Part I. Financial Information
Condensed Balance Sheets for March 31, 1999
and December 31, 1998 1
Condensed Statements of Income for the
Three Months Ended March 31, 1999 and 1998 2
Condensed Statements of Cash Flows for
the Three Months Ended March 31, 1999 and 1998 3
Notes to Condensed Financial Statements 5
Management's Discussion and Analysis or Plan of Operation 6
Part II. Other Information 8
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ITEM 1. FINANCIAL STATEMENTS.
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AMERICAN MEDICAL ALERT CORP.
CONDENSED BALANCE SHEETS
ASSETS
March 31, 1999 Dec. 31, 1998*
(Unaudited)
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<S> <C> <C>
CURRENT ASSETS:
Cash $ 1,276,860 $ 1,419,842
Accounts and notes receivable
(net of allowance for doubtful accounts of $60,000 in '99 &'98) 2,068,058 2,170,498
Inventory 1,493,942 1,329,526
Prepaid expenses and other current assets 192,133 139,632
Deferred income tax benefit 121,000 121,000
----------------- -----------------
Total Current Assets $ 5,151,993 $ 5,180,498
FIXED ASSETS:
(Net of accumulated depreciation and amortization) 4,932,925 4,541,346
OTHER ASSETS 309,212 202,352
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TOTAL ASSETS $ 10,394,130 $ 9,924,196
================= =================
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 184,799 $ 185,394
Accrued expenses 211,326 142,342
Taxes payable 100,063 21,569
Current portion of long term debt 63,808 44,110
----------------- ----------------
Total Current Liabilities 559,996 393,415
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DEFERRED INCOME TAX LIABILITY 332,000 332,000
DEFERRED INCOME 19,966 22,766
LONG-TERM - LESS CURRENT MATURITIES 152,460 148,542
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Total Liabilities $ 1,064,422 $ 896,723
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COMMITMENTS AND CONTINGENT LIABILITIES
SHAREHOLDERS' EQUITY
Common stock - $.01 par value; authorized - 10,000,000 shares;
issued -6,421,832 shares in 1999
and 6,397,570 shares in 1998 $ 64,218 $ 63,976
Additional paid-in capital 6,150,951 6,089,050
Retained Earnings 3,220,571 2,980,479
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9,435,740 9,133,505
Less 43,910 shares in 1999 & 1998 of treasury stock, at cost ( 106,032) (106,032)
----------------- ----------------
Total Shareholders' Equity 9,329,708 9,027,473
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TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 10,394,130 $ 9,924,196
================= ================
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See accompanying notes to condensed financial statements.
* Derived from audited financial statements.
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<CAPTION>
AMERICAN MEDICAL ALERT CORP.
CONDENSED STATEMENTS OF INCOME
(Unaudited)
Three months Ended March 31,
1999 1998
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<S> <C> <C>
Revenues:
Services $ 2,114,674 $ 1,822,425
Product sales 81,384 221,257
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2,196,058 2,043,682
Costs and Expenses (Income):
Costs related to services 804,269 662,104
Costs of products sold 78,444 161,197
Selling, general and administrative expenses 887,263 751,213
Interest expense 5,515 6,548
Other income (7,527) (626)
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Income before provision for income taxes 428,092 463,246
Provision for income taxes 188,000 208,000
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NET INCOME $ 240,092 $ 255,246
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Net income per share:
Basic $ .04 $ .04
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Diluted $ .04 $ .04
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Weighted average number of common shares outstanding (Note 3)
Basic 6,365,279 5,871,715
================= =================
Diluted 6,601,083 5,931,089
================= =================
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See accompanying notes to condensed financial statements.
2
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<CAPTION>
AMERICAN MEDICAL ALERT CORP.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended March 31,
1999 1998
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<S> <C> <C>
Cash Flows From Operating Activities:
Net Income $ 240,092 $ 255,246
Adjustments to reconcile net income to
net cash provided by operating activities
Provision for bad debts - 10,000
Depreciation and amortization 305,241 224,514
Loss on unrecovered leased medical equipment 32,800 21,675
Change in Assets and Liabilities:
Decrease (Increase) in receivables 102,440 (219,896)
(Increase) Decrease in inventory (164,416) 39,751
(Increase) Decrease in prepaid expenses
and other assets (167,686) (1,226)
Increase (Decrease) in accounts payable,
accrued expenses and taxes payable 144,083 348,148
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Net Cash Provided by Operating Activities 492,554 678,212
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Cash Flows from Investing Activities:
Net expenditures for fixed assets (721,295) (618,773)
Payment for account acquisitions - (175,000)
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Net Cash (Used In) Investing Activities (721,295) (793,773)
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Cash Flows from Financing Activities:
Increase in loans payable 23,616 84,647
Net Proceeds upon exercise of stock options 62,143 45,924
Sale/leaseback of equipment - 128,719
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Net Cash Provided by Financing Activities $ 85,759 $ 258,290
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See accompanying notes to condensed financial statements.
3
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<CAPTION>
AMERICAN MEDICAL ALERT CORP.
CONDENSED STATEMENTS OF CASH FLOWS (Continued)
(Unaudited)
Three Months Ended March 31,
1999 1998
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<S> <C> <C>
Net Increase (Decrease) in Cash $ (142,982) $ 143,729
Cash, Beginning of Period 1,419,842 304,739
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Cash, End of Period $ 1,276,860 $ 448,468
============ ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
CASH PAID DURING THE PERIOD
FOR INTEREST $ 5,515 $ 6,548
============ ===========
CASH PAID DURING THE PERIOD
FOR INCOME TAXES $ 105,855 $ 45,659
============ ===========
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See accompanying notes to condensed financial statements.
4
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AMERICAN MEDICAL ALERT CORP.
Notes to Condensed Financial Statements
(Unaudited)
1. General:
These financial statements should be read in conjunction with the financial
statements and notes thereto for the year ended December 31, 1998 included
in the Company's Annual Report on Form 10-KSB.
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 March 31, 1999, and the results of operations and of cash flows for the
three months ended March 31, 1999 and 1998.
The accounting policies used in preparing these financial statements are
the same as those described in the December 31, 1998 financial statements.
The results of operations for the three months ended March 31, 1999 are not
necessarily indicative of the results to be expected for any other interim
period or for the full year.
3. Income Per Share:
In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards ("SFAS") No.128, "Earnings per Share,"
which changes the methodology of calculating earnings per share. SFAS
No.128 requires the disclosure of diluted earnings per share regardless of
its difference from basic earnings per share.
4. Major Customers:
The Company is an approved Medicaid Provider in the State of New York.
During the three months ended March 31, 1999 and 1998, the Company had
revenue from one contract with a municipality in New York State which
represented, respectively, 46% and 45% of total revenues for each period.
The contract is effective through June 30, 1999. In January 1999, the
Company submitted its proposal to the municipality to renew and extend such
contract. As of May 13, 1999, the contract had not been awarded. If the
municipality does not renew it, a significant amount of the Company's
revenues would be lost, which would have a material adverse effect on the
Company's results of operations. As of March 31, 1999 and December 31,
1998, accounts receivable from the contract represented 59% and 67%,
respectively, of the Company's total accounts receivable for such periods.
Leased medical devices in-service under the contract represented 40% and
42%, respectively, of the Company's total leased medical devices for such
periods.
5
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
---------------------------------------------------------
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 latest Annual Report dated December 31, 1998.
This discussion contains forward-looking statements which, in addition to
assuming a continuation of the degree and timing of customer utilization and
rate of renewals of contracts with the Company at historical levels, are subject
to a number of known and unknown risks that, in addition to general economic,
competitive and other business conditions, could cause actual results,
performance and achievements to differ materially from those described or
implied in the forward-looking statements.
LIQUIDITY AND CAPITAL RESOURCES
On April 27, 1998, the Company renegotiated a $2,000,000 Revolving Credit
Facility (the "Credit Facility") with a bank (based upon 75% of eligible
accounts receivable and 25% of inventory, as defined) expiring May 31, 2000. The
note bears interest at the lower of prime rate or the LIBOR Rate plus 2.50% (as
defined) and is collateralized by the Company's assets. There are no amounts
outstanding under the Credit Facility as of May 4, 1999. The agreement provides
for negative and affirmative covenants including those related to tangible net
worth, working capital and other borrowing. Prior to April 27, 1998, the Company
had a similar arrangement with another bank which permitted borrowing up to
$1,500,000.
During 1999, the Company anticipates that it will make capital
investments of approximately $2,200,000, of which $760,000 was expended during
the first quarter. Approximately $650,000 has been expended through March 31,
1999 for the design, production and purchase of additional systems which the
Company intends to rent. The balance of $110,000 has been used primarily for the
enhancement of management information systems. 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.
The Company derives a significant portion of its revenue from one
contract with a municipality located in New York. This contract expires on June
30, 1999. In January 1999, the Company submitted its proposal to the
municipality to renew and extend the contract. Revenues earned from this
municipality represented 46% and 45%, respectively, of total revenues for the
three months ended March 31, 1999 and 1998. Leased medical devices in service
relating to this contract represented 40% and 42%, respectively, of total leased
medical devices at March 31, 1999 and December 31, 1998. In the event the
municipality does not renew such contract, a significant amount of the Company's
revenues would be lost, which would have a material adverse effect on the
Company's business and results of operations. In the event of such non-renewal,
the Company's management will continue to build its subscriber base through
consumers, healthcare agencies, health maintenance organizations, durable
medical equipment providers, retirement communities, hospitals and other
governmental
6
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agencies.
YEAR 2000 COMPLIANCE
GENERAL
The Company is in the process of evaluating its management information
systems to determine what modifications, if any, are necessary to make such
systems compatible with Year 2000 requirements. As many of the Company's
computer systems and software have been put into service within the last few
years, or are currently being replaced with Year 2000 compliant systems and
software, the Company does not expect any such modifications to require material
expenditures or have a material adverse effect on the Company's financial
position or results of operations. The Company anticipates that any
modifications required to be made to its software systems to comply with the
Year 2000 Issue will be completed in a timely manner.
THIRD PARTIES
The Company has also initiated formal communications with significant
suppliers and other key third parties to determine the extent to which the
Company is vulnerable to those third parties' failure to resolve their own Year
2000 compliance issues. There can be no assurance that the systems of other
companies on which the Company's systems rely will be timely converted, or that
a failure to convert by another company, or a conversion that is incompatible
with the Company's systems, would not have a material adverse effect on the
Company's results of operations.
RISK ASSESSMENT/CONTINGENCY PLANNING
At this time, the Company believes its most reasonable likely worst
case scenario would include (i) a key material vendor or service provider
experiencing problems with delivery of materials, components or services; or
(ii) the failure of infrastructure services provided by government agencies and
other third parties (e.g., electricity, telephone, transportation, Internet
services, etc.). As noted above, the Company is evaluating the Year 2000
compliance status of its key third-party vendors to identify potential risks for
contingency planning purposes. The Company anticipates that appropriate
contingency plans will be prepared throughout 1999 as determined to be
necessary.
RESULTS OF OPERATIONS
Revenue from services increased $292,249 for the three months ended March 31,
1999 as compared to the same period in 1998, an increase of 16%. 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 March
31, 1999 and 1998 were 38% and 36%, respectively. This increase in costs related
to services resulted from increased amortization of medical devices and
additional response center personnel.
Revenue from product sales decreased $137,873 for the three months ended March
31, 1999 as
7
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compared to the same period in 1998, a decrease of 63%. This decrease was
primarily a result of management's changing focus toward the growth of its
subscriber base, rental income and service revenues.
Gross profit on product sales for the three months ended March 31, 1999 and 1998
was 4% and 27%, respectively. Gross profit on product sales decreased in 1999 in
part due to sales incentives given to introduce the Model 800 PERS and
associated start-up production costs.
Selling, general and administrative expenses increased by $136,050 for the three
months ended March 31, 1999 as compared to the same period in 1998, an increase
of 18%. Additional expenses incurred in 1999 were the result of increased sales
and marketing expenses, expansion of the sales department and hiring of
additional management personnel.
Interest expense for the three months ended March 31, 1999 and 1998 was $5,515
and $6,548, respectively.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
27. Financial Data Schedule
(b) Reports on Form 8-K:
None.
8
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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.
DATED: May 12,1999 By: /s/Howard M. Siegel
--------------------------------------
Howard M. Siegel
President & Chief Operating Officer
By: /s/Corey M. Aronin
--------------------------------------
Corey M. Aronin
Chief Financial Officer
<TABLE> <S> <C>
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<CIK> 0000700721
<NAME> AMERICAN MEDICAL ALERT CORP.
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 1,276,860
<SECURITIES> 0
<RECEIVABLES> 2,128,058
<ALLOWANCES> 60,000
<INVENTORY> 1,493,942
<CURRENT-ASSETS> 5,151,993
<PP&E> 4,932,925
<DEPRECIATION> 0
<TOTAL-ASSETS> 10,394,130
<CURRENT-LIABILITIES> 559,996
<BONDS> 216,268
0
0
<COMMON> 64,218
<OTHER-SE> 9,265,490
<TOTAL-LIABILITY-AND-EQUITY> 10,394,130
<SALES> 81,384
<TOTAL-REVENUES> 2,196,058
<CGS> 78,444
<TOTAL-COSTS> 1,767,966
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,515
<INCOME-PRETAX> 428,092
<INCOME-TAX> 188,000
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<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 240,092
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