AMERICAN MEDICAL ALERT CORP
10QSB, 2000-11-14
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 September 30, 2000


Commission File Number 1-8635

                          AMERICAN MEDICAL ALERT CORP.
        (Exact Name of Small Business Issuer 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
                (Issuer's telephone number, including area code)

Check  whether the issuer (1) 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:  6,414,111 shares of $.01 par
value common stock as of Nov 13, 2000.


<PAGE>

                          AMERICAN MEDICAL ALERT CORP.
                                      INDEX

                          PART I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>

                                                                                                        PAGE
<S>                                                                                                      <C>
Item 1.        Financial Statements.
               Report of Independent Accountants                                                         1

               Condensed Consolidated Balance Sheets for September 30, 2000                              3
               and December 31, 1999
               Condensed Consolidated Statements of Income for the                                       4
               Nine Months Ended September 30, 2000  and 1999
               Condensed Consolidated Statements of Income for the                                       5
               Three Months Ended September 30, 2000 and 1999
               Condensed Consolidated Statements of Cash Flows for                                       6
               the Nine Months Ended September 30, 2000 and 1999
               Notes to Condensed Consolidated Financial Statements                                      7
Item 2.        Management's Discussion and Analysis of
               Financial Condition and Results of Operations.                                            9


                           PART II. OTHER INFORMATION


Item 6.        Exhibits and Reports on Form 8-K.                                                         15
</TABLE>

<PAGE>


REPORT OF INDEPENDENT ACCOUNTANTS

Board of Directors and Shareholders
American Medical Alert Corp. and Subsidiary
Oceanside, New York

We have reviewed the condensed  consolidated  balance sheet of American  Medical
Alert Corp.  and  Subsidiary as of September 30, 2000 and the related  condensed
consolidated  statements of income for the  three-month  and nine-month  periods
then ended and cash flows for the nine- month period then ended. These financial
statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with  generally  accepted  auditing  standards,  the  objective  of which is the
expression of an opinion  regarding the financial  statements  taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the condensed consolidated financial statements referred to above for
them to be in conformity with generally accepted accounting principles.

We have  previously  audited,  in accordance  with generally  accepted  auditing
standards,  the  consolidated  balance  sheet as of December 31,  1999,  and the
related consolidated  statements of income,  shareholders' equity and cash flows
for the year then ended (not presented herein); and in our report dated February
17, 2000 we expressed an  unqualified  opinion on those  consolidated  financial
statements.  In our  opinion,  the  information  set  forth in the  accompanying
condensed  consolidated balance sheet as of December 31, 1999, is fairly stated,
in all material  respects,  in relation to the  consolidated  balance sheet from
which it has been derived.

The accompanying condensed consolidated statements of income for the three-month
and  nine-month  periods  ended  September  30,  1999  and  cash  flows  for the
nine-month  period ended September 30, 1999 of American  Medical Alert Corp. and
Subsidiary  were not  audited  or  reviewed  by us, and  accordingly,  we do not
express an opinion or any other form of assurance on them.

November 13, 2000                                /s/Margolin, Winer & Evens LLP


                                      -1-
<PAGE>


PART I.      FINANCIAL INFORMATION

ITEM 1.           FINANCIAL STATEMENTS.

                          AMERICAN MEDICAL ALERT CORP.

                                      -2-
<PAGE>

                          AMERICAN MEDICAL ALERT CORP.

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                     ASSETS
<TABLE>
<CAPTION>

                                                                                       September         December 31,1999*
                                                                                       30, 2000          -----------------
                                                                                      (Unaudited)
                                                                                      -----------
CURRENT ASSETS:
<S>                                                                                         <C>                   <C>
        Cash                                                                                $176,367              $ 953,734
        Accounts and notes receivable
             (net of allowance for doubtful accounts of  $225,000 and $75,000)             2,686,824              2,255,640
               Inventory                                                                     729,560                791,572
         Prepaid expenses and other current assets                                           652,441                342,548
         Deferred income tax benefit                                                         156,000                156,000
                                                                                         -----------            -----------
         Total Current Assets                                                              4,401,192             $4,499,494

INVENTORY OF MEDICAL DEVICES HELD FOR LEASE-AT COST                                        1,498,000                988,000
FIXED ASSETS:
         (Net of accumulated depreciation and amortization)                                6,658,881              5,503,347
OTHER ASSETS                                                                                 925,826                393,680
                                                                                         -----------            -----------

TOTAL ASSETS                                                                             $13,483,899            $11,384,521
                                                                                         ===========            ===========

                                            LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:

              Accounts payable                                                              $814,780              $ 305,320
              Accrued expenses                                                               209,595                242,373
              Current portion of long-term debt                                              313,190                 98,801
                                                                                         -----------            -----------
              Total Current Liabilities                                                    1,337,565                646,494

DEFERRED INCOME TAX LIABILITY                                                                436,000                423,000

DEFERRED INCOME                                                                               11,766                 17,166
LONG-TERM DEBT - LESS CURRENT MATURITIES                                                   1,681,256                282,686
                                                                                         -----------            -----------

Total Liabilities                                                                          3,466,587              1,369,346

COMMITMENTS AND CONTINGENT LIABILITIES

SHAREHOLDERS' EQUITY

             Preferred stock, $ .01 par value - authorized, 1,000,000 shares; none
                issued and outstanding
             Common stock - $.01 par value; authorized - 20,000,000 shares in                 64,580                 64,468
                2000 and 10,000,000 shares in 1999; issued 6,458,021 shares in
                2000 and 6,446,832 shares in 1999.

             Additional paid-in capital                                                    6,227,255              6,200,701
             Retained earnings                                                             3,831,509              3,856,038
                                                                                         -----------            -----------
                                                                                          10,123,344             10,121,207
             Less 43,910 shares of treasury stock, at cost                                 (106,032)              (106,032)
                                                                                         -----------            -----------
             Total Shareholders' Equity                                                   10,017,312             10,015,175
                                                                                         -----------            -----------
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY                                                 $13,483,899            $11,384,521
                                                                                         ===========            ===========
</TABLE>

See accompanying notes to condensed financial statements.
             * Derived from audited financial statements

                                      -3-
<PAGE>

                          AMERICAN MEDICAL ALERT CORP.

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                                  Nine Months Ended September 30,
                                                                                                   2000                    1999
<S>                                                                                               <C>                    <C>
Revenues:
         Services                                                                                 $7,432,917             $6,505,990
         Product Sales                                                                               243,245                259,283
                                                                                                  ----------             ----------
                                                                                                  7,676,162.              6,765,273

Cost and Expenses:
         Costs related to services                                                                 3,364,427              2,408,436
         Costs of products sold                                                                      172,999                249,130
             Selling, general and administrative expenses                                          3,799,757              2,786,343
             Write off of deferred costs  (Note 4)                                                   329,009                      0
         Interest expense                                                                             85,377                 19,283
            Other (income) expense                                                                  (21,878)                 98,365
                                                                                                  ----------             ----------
                                                                                                   7,729,691              5,561,557
                                                                                                  ----------             ----------
Income (Loss) before Provision for Income Taxes                                                     (53,529)              1,203,716

           (Credit) Provision for Income Taxes                                                      (29,000)                521,000
                                                                                                  ----------             ----------

NET INCOME (LOSS)                                                                                  $(24,529)               $682,716
                                                                                                   =========              =========
Net Income (Loss) per Share:
         Basic                                                                                        $  .00                $   .11
                                                                                                  ----------             ----------
         Diluted                                                                                      $  .00                $   .11
                                                                                                  ----------             ----------

Weighted average number of common shares outstanding (Note 3):

         Basic                                                                                     6,411,760              6,373,708
                                                                                                   =========              =========
         Diluted                                                                                   6,411,760              6,471,171
                                                                                                   =========              =========
</TABLE>

See accompanying notes to condensed financial statements.

                                      -4-
<PAGE>

                                           AMERICAN MEDICAL ALERT CORP.

                                    CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                                    (Unaudited)
<TABLE>
<CAPTION>
                                                                                   Three months Ended September 30,
                                                                                     2000                  1999
                                                                                     ----                  ----
Revenues:
<S>                                                                                <C>                 <C>
         Services                                                                  $2,515,844          $ 2,209,199
         Product Sales                                                                 55,081              100,392
                                                                                   ----------          -----------
                                                                                    2,570,925            2,309,591

Cost and Expenses:
         Costs related to service                                                   1,253,507              797,876
         Costs of products sold                                                        27,165               97,537
         Selling, general and administrative expenses                               1,360,516              950,530
         Write off of deferred costs  (Note 4)                                        329,009                    0
         Interest expense                                                              47,302                9,382
         Other (income) expense                                                       (5,391)              111,623
                                                                                   ----------          -----------
                                                                                    3,012,108            1,966,948
                                                                                   ----------          -----------

Income (Loss) before Provision for Income Taxes                                     (441,183)              342,643

( Credit) Provision for Income Taxes                                                (191,000)              150,000
                                                                                   ----------          -----------


NET INCOME (LOSS)                                                                 $ (250,183)             $192,643
                                                                                  ===========             ========

Net Income (Loss) per Share

         Basic                                                                       $  (.04)              $   .03
                                                                                   ----------          -----------
         Diluted                                                                     $  (.04)              $   .03
                                                                                   ----------          -----------

Weighted average number of common shares outstanding (Note 3):

         Basic                                                                      6,411,111            6,377,922
                                                                                   ----------          -----------
         Diluted                                                                    6,411,111            6,391,691
                                                                                   ----------          -----------
</TABLE>

See accompanying notes to condensed financial statements.


                                      -5-
<PAGE>


                          AMERICAN MEDICAL ALERT CORP.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                                 Nine Months Ended Sept. 30,
                                                                                                     2000           1999
                                                                                                     ----           ----
Cash Flows from Operating Activities:
<S>                                                                                               <C>                <C>
         Net income (loss)                                                                        $(24,529)          $ 682,715
         Adjustments to reconcile net income to
         Net cash provided by operating activities
         Depreciation and amortization                                                            1,277,444            923,790
         Loss on unrecovered leased medical equipment                                                88,928             68,202
         Change in Assets and Liabilities:
         (Increase)  in receivables                                                                (431,184)           (25,868)
         (Increase) Decrease in inventory                                                            62,012           (753,105)
         (Increase) in prepaid expenses, deferred taxes and other assets                           (157,392)          (258,221)
         Decrease in accounts payable, accrued
         Expenses, taxes payable and deferred income                                                484,282            198,067
                                                                                                 ----------         ----------
Net Cash Provided by Operating Activities                                                         1,299,561            835,580
                                                                                                 ----------         ----------

Cash Flows from Investing Activities:
           Net expenditures for fixed assets                                                    (2,950,892)        (1,605,540)
           Proceeds from sale and leaseback of equipment                                            250,179            250,000
           Payment for account acquisitions                                                       (376,779)         -
           Increase in notes receivable                                                           (219,582)           (65,000)
                                                                                                ----------         ----------
Net Cash Used In Investing Activities                                                           (3,297,074)        (1,420,540)
                                                                                                ----------         ----------

Cash Flows from Financing Activities:
          Increase in notes payable - bank                                                        1,300,000             19,825
          Net proceeds from loans payable and capital lease
            Obligations                                                                           (106,520)         -
          Proceeds upon exercise of stock options                                                    26,666             62,143
                                                                                                 ----------         ----------
Net Cash Provided by Financing Activities                                                         1,220,146             81,968

Net Decrease in Cash                                                                              (777,367)          (502,992)
Cash, Beginning of Period                                                                           953,734          1,419,842
                                                                                                 ----------         ----------
Cash, End of Period                                                                                $176,367          $ 916,850
                                                                                                   ========          =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
          Interest                                                                                $  85,377          $  9,901
                                                                                                 ----------         ----------
          Income Taxes                                                                             $231,646          $ 319,780
                                                                                                 ----------         ----------
See accompanying notes to condensed financial statements.
</TABLE>

                                      -6-
<PAGE>

                          AMERICAN MEDICAL ALERT CORP.
              Notes to Condensed Consolidated 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, 1999
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 (consisting only of normal recurring accruals)
adjustments  necessary to present fairly the financial  position as of September
30, 2000,  and the results of  operations  and cash flows for the nine and three
months ended September 30, 2000 and 1999.

         The accounting  policies used in preparing these  financial  statements
are the same as those described in the December 31, 1999 financial statements.

         The results of operations for the nine and three months ended September
30, 2000 are not  necessarily  indicative  of the results to be expected for any
other interim period or for the full year.

3.   Earnings Per Share

         In February 1997, the Financial  Accounting Standards Board issued 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.  The Company
adopted SFAS No. 128 in December 1997.  Earnings per share data for the nine and
three months ended  September 30, 2000 and 1999 is presented in conformity  with
this pronouncement.

         The  following  table  is  a  reconciliation   of  the  numerators  and
denominators in computing earnings per share:

                                      -7-
<PAGE>
<TABLE>
<CAPTION>
Nine Months Ended September 30, 2000                     Income (Loss)             Shares               Per-Share
------------------------------------                      (Numerator)           (Denominator)            Amounts
                                                          -----------           -------------            -------
<S>                                                            <C>                     <C>                <C>
Basic EPS -
(Loss) available to common   stockholders
Effect of dilutive securities -                                $  (24,529)             6,411,760          $.00
  Options and warrants                                                                                     ====
Diluted EPS -                                                          -0-                    -0-
                                                               ----------               ---------
(Loss) available to common
  Stockholders and assumed conversions                         $  (24,529)              6,411,760         $.00
                                                               ==========               =========          ====

Three Months Ended September 30, 2000
-------------------------------------
Basic EPS -  (Loss)  available to
  Common stockholders                                          $ (250,183)             6,414,111         $.(04)
Effect of dilutive securities -                                                                           ====
  Options and warrants                                                 -0-                    -0-
Diluted EPS - (Loss) available to                              ----------               ---------
  Common stockholders and assumed
  Conversions                                                  $ (250,183)             6,414,111         $.(04)
                                                               ==========               =========          ====


Nine months Ended September 30, 1999
------------------------------------
Basic EPS -Income available to common
  Stockholders                                                   $682,715              6,373,708          $.11
Effect of dilutive securities -                                                                            ====
  Options and warrants                                                 -0-                97,463
Diluted EPS -Income available to                                  --------              ---------
  Common  stockholders and
  assumed conversions                                            $682,715              6,471,171          $.11
                                                                  ========              =========          ====

Three Months Ended September 30, 1999
-------------------------------------
Basic EPS - Income available to
  Common stockholders                                            $192,643              6,377,922          $.03
Effect of dilutive securities -                                                                            ====
  Options and warrants                                                 -0-                13,769
Diluted EPS -Income available to                                  ---------             ---------
  Common stockholders and assumed
  Conversions                                                    $192,643              6,931,691          $.03
                                                                  ========              =========          ====
</TABLE>

                                      -8-
<PAGE>

4.       Major Customers:

         The Company  provides  services to Medicaid  home care programs in over
ten states.  During the three and nine months ended Sept. 30, 2000 and 1999, the
Company had revenue from a contract with the City of New York,  Human  Resources
Administration,   Home  Care   Services   Program   (HCSP)  which   represented,
respectively,  37% of total revenue in the 2000 periods and 41% of total revenue
in the 1999  periods.  The contract  was  effective  through  June 30, 1999.  In
January 1999, the Company submitted its proposal to HCSP to renew and extend the
contract.  Since June 30, 1999,  the Company has  continued  to provide  service
while awaiting  HCSP's  selection of a provider under the new contract.  On July
14, 2000,  in keeping with similar  extensions,  the City of New York executed a
contract extension  extending the HCSP contract for the period from July 1, 1999
through  June 30, 2000.  As of November 14, 2000,  the City of New York is still
evaluating  the subject  award.  If the Company is chosen to continue to provide
the services and is awarded a new contract,  there can be no assurance  that the
same level of revenues will be sustained  due to a variety of factors  including
pricing,  number of  subscribers  to be  serviced,  and the  amount of time that
passes before the renewal agreement is acted upon by the municipality. Depending
on how HCSP may award the HCSP  contract,  pricing on an  individual  subscriber
basis may be lower than current levels.  If HCSP does not renew the contract,  a
significant  amount of the Company's  revenue would be lost,  which would have a
material adverse effect on operating results, and in addition, there most likely
would be a write-down of the Company's  leased medical  devices.  The extent and
significance  of the  write  down  will be  dependent  upon  the  length  of the
transition  period to the new  provider and subject to  management's  ability to
place these devices with other providers.  As of Sept. 30, 2000 and December 31,
1999 accounts  receivable from the contract  represented 58% and 62% of accounts
receivable, and leased medical devices in service under the contract represented
29% and 38%, respectively,  of leased medical devices. At September 30, 2000 the
Company has incurred legal and other fees of approximately  $329,009 relating to
the contract extension.  As a result of the protracted length of time associated
with a decision in this matter,  the Company has determined it is appropriate to
write off these  deferred  expenses  during  the  current  period.  Future  cost
relating to the contract will be expensed as incurred.

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 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 latest
Annual Report dated December 31, 1999.

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.

                                      -9-
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

The Company has amended,  subject to formal documentation,  its Revolving Credit
Facility (the "Facility").  The Facility, which will expire on May 31, 2002, was
increased to $2,500,000 (based upon 75% of eligible accounts  receivable and 50%
of  inventory,  as  defined in the  agreement  with  respect  to the  Facility).
Borrowings  under the Facility bear interest at the prime rate or the LIBOR Rate
plus 2.50%, at the Company's  option,  and are  collateralized  by the Company's
assets.  There is $1,300,000  outstanding under the Facility as of September 30,
2000.  The  agreement  with  respect to the  Facility  provides for negative and
affirmative  covenants  including  those related to tangible net worth,  working
capital  and other  borrowings.  At  December  31,  1999,  there were no amounts
outstanding under the Facility.

The Company's  working  capital on September 30, 2000 was $3,063,627 as compared
to $3,853,000 on December 31, 1999. During 2000, the Company anticipates that it
will  make  capital   investments   of   approximately   $4,000,000,   of  which
approximately $2,950,000 was expended during the nine months ended September 30,
2000. Of the amount expended in the first nine months,  approximately $2,000,000
was used for the research and  development,  design,  production and purchase of
additional  systems  that  the  Company  is  prepared  to lease  and/or  sell to
customers.  The balance of $950,000 has been used primarily for the  enhancement
of management information systems.

During the nine months ended September 30, 2000, the Company made a secured loan
of $300,000 to a provider agency to assist that agency with the expansion of its
personal emergency response system ("PERS")  business.  In addition,  as part of
the Company's sales  strategy,  the Company paid $376,779 during the nine months
ended  September  30, 2000 to purchase  and/or  convert to its systems,  various
local and national provider agencies. The Company believes that its present cash
and working capital position,  its borrowing availability and future anticipated
revenue will be  sufficient  to meet its cash and working  capital needs for the
next twelve months.

The Company derives a significant  portion of its revenue from one contract with
the City of New York's Human Resources  Administration  (HRA), Homecare Services
Program  (HCSP).  During the three and nine months ended  September 30, 2000 and
1999, the Company had revenue from this contract, which represented 37% of total
revenue in the 2000 periods and 41% of total revenue in the 1999 periods.  As of
September 30, 2000 and December 31, 1999,  accounts receivable from the contract
represented,  respectively,  58% and 61% of accounts receivable.  Management has
recently met with  representatives of HRA to develop a means of streamlining the
payment  process.  Leased medical devices in services  relating to this contract
represented  29% and 38% of total leased  medical  devices at September 30, 2000
and December 31, 1999, respectively.  The contract with HCSP expired on June 30,
1999 and the Company continues to service this contract.

As previously reported, in January 1999, the Company and several other companies
submitted  proposals  to provide the PERS  services on behalf of the City of New
York through June 30, 2003. On October 22, 1999, the Company was advised by HCSP
that another vendor had been preliminarily recommended. The Company's management
reviewed HCSP's preliminary

                                      -10-
<PAGE>

recommendation  and  assessed  alternative  options  and  courses of action.  On
November 1, 1999, the Company  submitted a formal protest  pursuant to paragraph
4-04 of the  Rules of the  Procurement  Policy  Board of the City of New York to
contest the  preliminary  award.  In July 2000, the Agency's  Chief  Contracting
Officer advised the Company that the award had not yet been made. It was further
stated that this protest had not  persuaded the Agency to not award the contract
to the  other  vendor.  The  Company,  believing  in the  merit of its  protest,
appealed this determination in accordance with the procurement rules relating to
the contract to the Commissioner of HRA. On August 9, 2000, the Company received
notification  from the Commissioner of HRA that the appeal of the  determination
of the Agency's Chief Contracting  Officer was denied.  The Company continues to
believe in the merit of its protest and is  evaluating  all possible  options in
connection  with  this  matter.  On July  14,  2000,  in  keeping  with  similar
extensions,  the City of New York  executed a contract  extension  extending the
agreement for the period from July 1, 1999 through June 30, 2000. As of November
14,  2000,  the City of New York is still  evaluating  the  subject  award.  The
Company  continues to serve as the current HCSP vendor.  The  Company's  current
revenues  and the  current  subscriber  base  relating  to this  agreement  have
increased slightly since the levels achieved in the 3rd quarter of 1999.

If the HCSP awards the  contract  to another  vendor,  approximately  37% of the
Company's  revenues would be lost, having a material adverse effect on operating
results and cash flows. In addition, it is possible that significant adjustments
to inventory  and fixed assets  associated  with the contract  would occur.  The
Company believes,  however,  that based upon a transition method  implemented by
HCSP,  the Company  could  expect that  revenues  from HCSP would  continue on a
diminishing scale until all units are removed from clients' homes. At this time,
no  determination  can be made on how the  transition to another vendor would be
accomplished,  and in what time frame the transition would be made, and thus the
full  financial  impact  cannot be  assessed at this time.  If the Company  does
receive the renewal of the  contract,  there can be no  assurance  that the same
level of  revenues  will be  sustained  due to a variety  of  factors  including
pricing,  number of  subscribers  to be  serviced,  and the  amount of time that
passes before the renewal agreement is acted upon by HCSP. Depending on how HCSP
may award the new contract,  pricing on an individual  subscriber  basis may be
lower than the current levels.

In light of the  possibility  that the  Company's  contract with HCSP may not be
renewed,  the Company's management has developed and is implementing an expanded
business  plan to minimize  the  potential  loss  through a reduction  in HCSP's
related overhead and the re-deployment of assets to other programs. In addition,
the Company  focused on, and  intends to continue to build its  subscriber  base
through  consumers,   healthcare  agencies,  health  maintenance  organizations,
durable medical equipment providers, retirement communities, hospitals and other
governmental  agencies. In addition,  the Company is continuing to invest in new
products, services, and initiatives.

CURRENT BUSINESS DEVELOPMENTS
-----------------------------

For the purpose of revenue stream diversification,  the Company has successfully
entered into contractual  relationships with a variety of significant healthcare
entities ranging from large integrated  hospital  networks to home care agencies
and state  Medicaid  reimbursed  programs.  As

                                      -11-
<PAGE>

a result  of  these  new  strategic  alliances,  as well as  support  among  its
distributor and referral  networks,  the Company has already achieved an 18% net
new  subscriber  growth in the first nine  months of 2000,  as  compared  to the
entire year of 1999. In addition to focusing on the Company's core business, the
Company added the following two new  complementary  product lines that reinforce
its unique position in the PERS marketplace and leverage its 24-hour  monitoring
platform.

The Med-Time  medication  reminder  and  dispensing  system is a unique  product
designed to assist individuals with management of complex  medication  regimens.
The product has given AMAC a competitive advantage in the market space.

SafeCom,Inc.  ("SafeCom"),  a wholly owned  subsidiary  of the  Company,  is the
Company's   commercial   security   division,   which  leverages  the  Company's
twenty-four  hour  monitoring   capabilities  to  provide  interactive  security
monitoring services and security related  applications to large and small retail
establishments.  The Company is concluding a successful  one-year  pilot program
with a key strategic customer.  Significant  benefits and cost savings have been
realized  during the trial.  The  Company is now ready to  introduce  a national
sales  and  marketing  program  for its  SafeCom  products  in  response  to the
successful pilot program.  The Company  anticipates  that the SafeCom  marketing
initiative will further add to its revenue diversification efforts.

As stated in the Company's Annual Report, the Company's management has developed
and is  implementing a business plan to enhance  shareholder  value by expanding
upon the Company's  core  competency,  products and services  within the 24 hour
healthcare  monitoring platform.  After extensive research of current trends and
forecasted  needs within the healthcare  industry and the needs of the Company's
existing  clients,  the Company has  developed a new service  umbrella,  H-Link,
through which the Company anticipates expanded visibility, increased revenue and
penetration of new markets.  Under the H-Link strategy,  the Company's  flagship
VoiceCare  personal  emergency  response  system  and  the  Med-Time  medication
reminder and dispensing system are being repositioned as products which are part
of a wider  array of  healthcare  communication  and  monitoring  services.  The
Company  is  currently  developing  other  components  of  the  H-Link  platform
including  disease  management  services via  home-care  monitoring  and on-call
telecommunications  services.  The H-Link brand was officially introduced at the
2000 National  Association  of Homecare  Conference.  The Company  experienced a
positive reception by conference participants.

RESULTS OF OPERATIONS
---------------------

Revenue from services  (recurring monthly revenues,  RMR) increased $926,927 for
the nine months ended September 30, 2000 as compared to the same period in 1999,
an increase of 14%, and increased  $306,645 for the three months ended September
30, 2000 as compared  to the same period in 1999,  an increase of 14%.  The HCSP
revenue has remained  virtually  unchanged while the Company's  realized revenue
increases have been derived virtually  exclusively from other program endeavors.
The Company has  experienced  success in growing its  customer  base outside

                                      -12-
<PAGE>

the contract  with the City of New York  through a variety of marketing  efforts
that have  continued to  contribute  to increasing  RMR.  These efforts  include
competitive  conversions (i.e. luring potential  customers away from competitors
with attractive  pricing and services),  strategic  partnerships with healthcare
provider  systems,  additional  entry  into  Medicaid  reimbursed  marketplaces,
increased  sales  of the  Company's  proprietary  medication  compliance  device
(MED-TIME)  and  increased  sales from the  Company's  wholly  owned  commercial
security services subsidiary (SAFECOM). As a result, the Company has doubled its
net new subscriber growth in the first three (3) quarters of fiscal year 2000 in
comparison to fiscal year 1999. Costs related to services as a percentage of RMR
for the nine months ended  September 30, 2000 and 1999 were 45% and 37%, and for
the  three  months  ended  September  30,  2000  and  1999  were  50%  and  36%,
respectively.  The  increase  in costs are  related to  services  resulted  from
increased depreciation of medical devices, additional response center personnel,
enhancement of the Company's information systems and personnel, and increases in
telecommunication  costs  resulting from the expansion of available  services to
subscribers.

Revenue from  product  sales for the nine months  ended  September  30, 2000 was
$243,245,  a decrease of $16,038 as compared to the same period in 1999. Revenue
from product sales for the three months ended September 30, 2000 was $55,081,  a
decrease  of $45,311 as compared  to the same  period in 1999.  Gross  profit on
product sales for the nine months ended  September 30, 2000 and 1999 was 29% and
4%,  respectively.  Gross  profit on product  sales for the three  months  ended
September  30,  2000 and 1999 was 51% and 3%,  respectively.  The  gross  profit
percentage  increased in 2000 as a result of the sale of the Company's new Model
450  Smart  Activator  and  sales  of  the  Company's   products  to  retirement
facilities, which are at higher profit margins.

Selling,  general and  administrative  expenses  increased by $1,013,414 for the
nine months ended  September 30, 2000 as compared to the same period in 1999, an
increase of 36%. Selling,  general, and administrative  expenses as a percentage
of total  revenues for the nine months ended June 30, 2000 and 1999 were 49% and
41%,  respectively.  Selling,  general and administrative  expenses increased by
$410,166 for the three months ended  September  30, 2000 as compared to the same
period  in 1999,  an  increase  of 43%.  Selling,  general,  and  administrative
expenses as a percentage of total revenues for the three months ended  September
30, 2000 and 1999 were 53% and 41% respectively. Additional expenses incurred in
2000  were the  result of the  hiring of  executive  and  management  personnel,
expansion of the sales department,  increased sales and marketing expenses,  and
start up costs  associated with the development of the Company's new subsidiary,
SafeCom.  The  Company's  objective  in  acquiring  the services of senior
healthcare executives was analysis, development, and implementation of a revised
business plan designed to assure  acquisition of  complementary  and synergistic
business   opportunities  in  the  healthcare  services  and  telecommunications
industry.  A portion of the additional  expenses are attributed to legal, travel
and ancillary services incurred in the analysis and development of the Company's
revised   business  plan.  The  Company's   activities  this  quarter   included
establishing a healthcare advisory board providing  management and the Company's
Board of Directors  with  perspective  and  direction  for the H-Link  marketing
initiative.  The advisory board is comprised of leading healthcare professionals
with diverse areas of expertise.

                                      -13-
<PAGE>

In the third  quarter,  the total of the current and deferred  costs relating to
the Company's protest in connection with the extension of the HCSP contract with
the City of New York have been  charged  against  income,  and shown as a period
expense, totaling $329,009.

Interest  expense  for the nine  months  ended  September  30, 2000 and 1999 was
$85,377 and $9,901,  respectively.  Interest  expense for the three months ended
September  30, 2000 and 1999 was $47,302 and $4,386,  respectively.  Interest in
2000 increased as a result of additional borrowings needed to fund inventory and
equipment needs for new subscribers, management systems, and the start up of the
Company's new subsidiary, SafeCom.

The Company's  loss before  provision for income taxes for the nine months ended
September 30, 2000 was $53,529 which  represents a decrease of $ 1,257,245  from
the net income reported in the 1999 period.  The Company's loss before provision
for income taxes for the three months ended September 30, 2000 was $441,183. The
decrease in income, and resulting loss before provision for income taxes in 2000
resulted from an increase in the Company's operating, selling and administrative
costs resulting from the hiring of executive and management personnel, expansion
of the sales  department,  increased sales and marketing  expenses and the write
off of expenses related to the extension of the HSCP contract, all of which were
offset by an increase in service revenues.

                                      -14-
<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits:

         21.  Subsidiaries of the Small Business Issuer

         27.  Financial Data Schedule

(b) Reports on Form 8-K:

         No reports on Form 8-K were filed.

                                      -15-
<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.

Dated: November 10, 2000          By: /s/ Howard M. Siegel
                                      -----------------------------------------
                                      Howard M. Siegel
                                      President and Chief Operating Officer

                                  By:  /s/ Richard A. Bennett
                                      -----------------------------------------
                                      Richard A. Bennett
                                      Chief Financial Officer



                                      -16-
<PAGE>


                     SUBSIDIARY OF THE SMALL BUSINESS ISSUER

SAFECOM,  INC.,  a wholly owned  subsidiary  of the  Company,  is a  corporation
organized under the laws of the State of New York.




                                      -17-


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