American Medical Alert (AMAC) 8-K/A Completion of Acquisition or Disposition of Assets

AMERICAN MEDICAL ALERT CORP. AND SUBSIDIARIES

UNAUDITED PRO FORMA FINANCIAL DATA

The following interim unaudited pro forma financial statements are based upon the application of pro forma adjustments to the American Medical Alert Corp. (“AMAC” or the “Company”) historical consolidated financial statements. The Company is providing this information because the effect of the October 3, 2005 acquisition of substantially all of assets of WMR Associates, Inc. (“WMR”) on the Company’s financial information is considered material.

The interim unaudited pro forma statement of operations data for the nine months ended September 30, 2005 has been prepared to give pro forma effect to the WMR Associates, Inc. acquisition as if it occurred on January 1, 2005. The interim unaudited pro forma balance sheet data has been prepared to give effect to the WMR Associates, Inc. acquisition as if it had occurred on September 30, 2005.

The pro forma adjustments and preliminary allocation of purchase price are based upon internal valuations and estimates. The unaudited pro forma financial statements are for informational purposes only and should not be considered indicative of actual results that would have been achieved had the transaction described above actually been completed on the dates indicated and do not purport to indicated balance sheet information, results of operations, cash flows or other information as of any future date or any future period. Additionally, the following pro forma financial information is not necessarily indicative of the results that the combined businesses would have achieved if they had been combined for the periods shown or in the future.

The following data should be read in conjunction with the historical financial statements included in the Company’s previous filings with the Securities and Exchange Commission

AMERICAN MEDICAL ALERT CORP. AND SUBSIDIARIES

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

As of September 30, 2005

(in 000's)

						Pro Forma					Pro Forma
	AMAC			WMR		Adjustments			Notes		Combined
ASSETS
Current assets:
Cash	$	4,072		$	85	$	(2,260	)		(1),(2),(6)	$	1,827
Accounts receivable		4,128			176		(146	)		(1)		4,158
Notes receivable		24			22		(22	)		(2)		24
Inventories		493			-		-					493
Prepaid expenses and other current assets		746			-		-					746
Deferred Income taxes		397			-		-					397
Total current assets		9,860			283		(2,428	)				7,715
Fixed Assets, net		7,165			785		(734	)		(1),(2),(4)		7,216
										(5)
Other Assets
Long-term portion of notes receivable		80			-		-					80
Intangible assets		1,480			3		1,103			(1),(3),(5)		2,586
Goodwill		2,795			102		(1,227	)		(1), (4),(6)		4,124
Other assets		379			-		-					379
Deferred income taxes		163			-		-					163
Total assets	$	21,922		$	1,173	$	(832	)			$	22,265
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of notes payable		294			-		-					294
Accounts payable, accrued expenses and taxes payable		1,977			61		629			(1),(2),(6)		2,726
										(8), (9)
Current portion of lease obligation		48			-		-					48
Deferred revenue		113			46		(46	)				113
Total current liabilities		2,432			107		581					3,120
Long-term portion of notes payable		259			-		-					259
Accrued rental obligation		181			-		-					181
Deferred tax liability		1,100			-		-					1,100
Other liabilities		205			-		-					205
Total liabilities		4,177			107		581					4,865
Minority interest					6		(6	)		(2)		-
Shareholders' equity:
Preferred stock		-			-							-
Common stock		87			5		(5	)		(7)		87
Additional paid in capital		12,486			-		-					12,486
Retained Earnings		5,278			1,055		(1,402	)		(2),(6),(7)		4,931
										(8),(9)
		17,851			1,060		(1,407	)				17,504
Less: treasury stock		(106	)		-		-					(106	)
Total shareholders' equity		17,745			1,060		(1,407	)				17,398
Total liabilities and shareholders' equity	$	21,922		$	1,173	$	(832	)			$	22,263

AMERICAN MEDICAL ALERT CORP.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

September 30, 2005

The unaudited pro forma combined balance sheet gives effect to the following unaudited pro forma adjustments:

1.   Reflects the preliminary allocation of the purchase price for the acquisition of substantially all of the assets of WMR Associates, Inc. ("WMR"). The purchase price allocation is based on estimates, is subject to change upon the completion of the valuation of the intangibles and has been made solely for the purpose of this pro forma statement. The following summarizes the preliminary purchase price allocation of WMR based on American Medical Alert Corp.'s ("AMAC") AMAC's current estimates (dollars in 000's):

Accounts Receivable	$	30
Fixed Assets		60
Non-compete Agreement		50
Customer List		1,250
Goodwill		1,329
Cost to acquire WMR	$	2,719
The payment to acquire WMR consisted of:
Cash	$	2,175
Due to Seller		544
Total payment to acquire WMR	$	2,719

2.   Reflects the financial activity of North Shore Professional Building, which was owned 99% by WMR. The assets of this entity were not purchased by AMAC. The balance sheet of North Shore Professional Building consisted of the following (in 000’s):

Cash	$	13
Notes Receivable		22
Fixed Assets		744
Accounts Payable		(1	)
Minority Interest		(6	)
Equity		(772	)

3.   Reflects accumulated amortization of $195,000 on the non-compete agreement and customer lists associated with the acquisition of WMR. These assets are being amortized over a five year period.

4.   Reflects adjustment to record depreciation of $9,000 on fixed assets purchased as part of the acquisition. The assets purchased are being depreciated over five years.

5.   Reflects adjustment to reverse depreciation and amortization expense of $24,150 and $1,433, respectively, recorded by WMR on the assets purchased by AMAC.

AMERICAN MEDICAL ALERT CORP.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

September 30, 2005

6.   Reflects adjustment to the assets and liabilities of WMR that were not acquired as part of the acquisition.

7.   Reflects the elimination of equity from the Seller.

8.   Reflects adjustment to record the provision for income taxes of $165,000 on the acquired company based on net income earned for the nine months ended September 30, 2005. WMR filed as a subchapter S Corporation and therefore, a provision for income taxes was not reflected at the corporation level.

9.   Reflects the adjustment to record the provision (credit) for income taxes of $ (47,000) for the effect of the pro forma entries recorded on the Income Statement.

AMERICAN MEDICAL ALERT CORP. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

Nine Months Ended September 30, 2005

(in 000's, except per share data)

						Pro Forma					Pro Forma
	AMAC			WMR		Adjustments			Notes		Combined
Revenues:
Services	$	15,947		$	1,528	$	-				$	17,475
Product sales		214			-		-					214
Rental income		-			35		(35	)		(1)		-
Total revenues		16,161			1,563		(35	)				17,689
Costs and Expenses (Income):
Costs related to services		7,626			755		(96	)		(1),(3)		8,285
Costs of product sales		118			-		-					118
Selling, general and administrative expenses		7,304			447		141			(1),(2),(3)		7,912
										(5)
Interest expense		33			-		-					33
Other income		(276	)		-		-					(276	)
Total cost and expenses		14,805			1,202		4					16,072
Income before income taxes		1,356			361		(100	)				1,671
Provision for income taxes		651			-		118			(1),(7),(8)		796
Net Income	$	705		$	361	$	(218	)			$	848
Basic net income per share	$	0.08									$	0.10
Diluted net income per share	$	0.08									$	0.07
Basic weighted average common shares outstanding		8,370,315										8,370,315
Diluted weighted average common shares outstanding		9,067,566					4,177			(9)		9,071,743

AMERICAN MEDICAL ALERT CORP.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED INCOME STATEMENT

Nine Months Ended September 30, 2005

The unaudited pro forma combined income statement gives effect to the following unaudited pro forma adjustments:

1.   Reflects the financial activity of North Shore Professional Building, which was owned 99% by WMR. The assets of this entity were not purchased by AMAC. The income statement, after eliminating consolidation entries, of North Shore Professional consisted of the following (in 000’s):

Rental income	$	35
Cost related to services		70
Selling,general and administrative expense		5
		(40	)
Provision for income taxes		18
Net loss	$	(22	)

2.   Reflects amortization expense of $195,000 on the non-compete agreement and customer lists associated with the acquisition of WMR. These assets are being amortized over a five year period.

3.   Reflects adjustment to record depreciation of $9,000 on fixed assets purchased as part of the acquisition. The assets purchased are being depreciated over five years.

4.   Reflects adjustment to reverse depreciation and amortization expense of $24,150 and $1,433, respectively, recorded by WMR on the assets purchased by AMAC.

5.   Reflects adjustment to decrease Seller’s salary by $97,000. In connection with the asset purchase agreement, an employment agreement was also executed for $75,000 per annum for a two year period.

6.   Reflects adjustment to record rent expense of $58,500.

7.   Reflects adjustment to record the provision for income taxes of $165,000 on the acquired company based on net income earned for the nine months ended September 30, 2005. WMR filed as an S Corp and therefore, a provision for income taxes was not reflected at the corporation level.

8.   Reflects adjustment to the provision (credit) for income taxes of $ (65,000) for the effect of Notes 2,3,4, 5 and 6 above.

9.   Reflects adjustment to earnings per share based on AMAC granting stock options to the Seller to purchase 25,000 shares of the Company’s common stock at an exercise price of $4.93 per share.