U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from ____________ to ____________
Commission file number 1-8635
AMERICAN MEDICAL ALERT CORP.
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(Name of Small Business Issuer in Its Charter)
New York 11-2571221
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
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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(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Exchange Act: None
------
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.01 per share
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(Title of Class)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 [ ]
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.
The issuer's revenues for its most recent fiscal year: $6,177,302.
The aggregate market value of the voting stock held by non-affiliates of
the registrant, as of March 26, 1996, was $10,412,658, computed by reference to
the average closing bid and asked prices of such stock as reported on the Nasdaq
on that date.
The aggregate number of shares of Common Stock outstanding as of March 26,
1996: 5,708,801
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the definitive Proxy Statement of the registrant, to be filed
within 120 days after the end of the registrant's fiscal year, are incorporated
by reference into Part III of this report.
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
GENERAL
American Medical Alert Corp. (the "Company") is a corporation, formed under
the laws of the State of New York in 1981 and is engaged in the business of
designing, engineering, fabricating and marketing computerized Personal
Emergency Response Systems ("PERS") using proprietary and commercially available
technology. The Company markets to private-pay clients, institutional customers,
long term care providers, retirement communities, hospitals and government
agencies. The Company's strategy is to capitalize on opportunities created by
new federal policies affecting the delivery of home healthcare services by HMOs
and managed care groups. In order to achieve its goals, the Company has recently
agreed to participate in a study to prove the cost effective benefits of PERS in
home healthcare programs. Additionally, during 1996, the Company expects that it
will finalize plans with a national provider of geriatric services to offer the
VOICE OF HELP(R) Systems (described below) through their network of agencies,
begin operations at its recently opened Illinois facility, initiate a direct
marketing campaign targeting consumer sales and launch its Model 700 (described
below), a more efficient PERS that will enhance the monitoring activities of a
homecare patient.
Several of the systems the Company markets enable PERS to be provided to a
wide range of individuals including; the medically at-risk, isolated and infirm,
elderly, disabled as well as persons receiving home care services and their
families, retirement and college campus sites, security/staff personnel who
maintain health facilities and places of internment (referred to individually as
the "Subscriber" and collectively as "Subscribers"). The Company's monitoring
centers are designed to simultaneously process signals from different systems.
PRODUCTS AND SERVICES:
The Company's core business remains the development and marketing of
high-tech effective personal emergency response systems, primarily used by the
senior population. VOICE OF HELP(R) Systems enable a person to remain
independent and continue to enjoy the comforts of living at home.
MODELS 500 AND 1000 PERSONAL EMERGENCY RESPONSE SYSTEMS
VOICE OF HELP(R) Systems have been designed to permit two-way (talk/listen)
voice communications between an individual and monitoring personnel located at
the Company's Monitoring Center (the "Center"). VOICE OF HELP(R) Systems are
currently available in two configurations. The stand alone Model 500 is utilized
by private-pay consumers, hospitals, home healthcare providers, government
agencies, third-party insurers, developers of retirement communities and certain
commercial applications, among others. The flush mounted Model 1000 is used in
new and rehabilitated multi-housing facilities.
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The usual protocol associated with the use of the Company's VOICE OF
HELP(R) System is as follows:
(1) The Subscriber activates the VOICE OF HELP(R) System by either pressing
a button located on the home unit or from a portable activator. There is no need
for the Subscriber to touch the telephone.
(2) When the VOICE OF HELP(R) System is activated, the Subscriber hears a
signal tone and sees a signal light on the home unit, indicating that the System
is processing the signal to the Center. The home unit, coupled with the proper
telephone connection, permits hands free communication between the Subscriber
and the Center. After the telephone connection has been established, a monitor
at the Center automatically displays relevant Subscriber information, including:
(i) the telephone numbers of the Subscriber's physician, local police and
fire departments, relatives and neighbors, etc.;
(ii) the Subscriber's vital medical history and current prescriptions (if
provided); and
(iii)other pertinent information that should assist in securing
appropriate action on behalf of the Subscriber.
The Company's Centers are capable of handling multiple requests for
assistance at any given time. The Company believes, based on its experience to
date, that each request for assistance is accepted within one minute of its
initiation. The Company makes available and believes that its back-up Center
provides a significant additional safeguard to the operations of its VOICE OF
HELP(R) Systems.
(3) After the Subscriber's personal data is displayed, the Company's
monitoring personnel and the Subscriber can talk and listen to each other. The
Subscriber need not touch the telephone. If no overriding noise or physical
sound barrier is present between the Subscriber and the VOICE OF HELP(R) Systems
home unit, the parties will normally be able to talk and listen to each other.
(4) Monitoring personnel at the Center will attempt to determine from the
Subscriber what aid is required. If the Subscriber is unable to communicate,
monitoring personnel will take actions pursuant to pre-designated instructions.
(5) VOICE OF HELP(R) Systems can monitor proprietary and certain
commercially available intrusion, fire detection and other similar devices.
MONITORING
In addition to its voice systems, the Company makes available, as an
additional and integral part of the VOICE OF HELP(R) System, a unique monitoring
service. Personnel located at the Company's Monitoring Center utilize personal
computers, arranged in a local area network, to
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process alerts. All signals for assistance are programmed to access the Center's
Subscriber data base which enables monitoring personnel to take pre-determined
actions quickly. Relevant information concerning the Subscriber is displayed on
a monitor. Monitoring personnel are trained to take appropriate action on behalf
of all Subscribers. The technology includes digital communicators, radio
frequency devices, and two-way voice circuits. System activation may occur from
a host of ancillary contacts, switches or other devices. In most applications
the Company provides long distance, toll-free telephone lines for signal
transmission.
PRODUCTION/PURCHASING
The Company continues to utilize subcontractors to assemble its products.
These services are generally provided through verbal arrangements and Company
issued purchase orders. The Company's principal subcontractor is Aim
Electronics. Although the Company currently maintains favorable relationships
with its subcontractors, the Company believes that in the event such
relationships were to be terminated, the Company would be able to engage the
services of additional or different subcontractors as would be required to
fulfill its needs without material adverse effect to the Company's operations.
With the exception of several proprietary components, which are
manufactured to the Company's specifications, the manufacturing of the Company's
product lines requires the use of generally available electronic components and
hardware.
MARKETING/CUSTOMERS
The Company markets its products and monitoring services to consumers,
hospitals, home healthcare providers, government agencies, third-party insurers,
developers of retirement communities and commercial applications, among others.
The Company believes that these markets offer the Company an opportunity for
significant growth.
Sales and leases of the Company's products and monitoring services are made
through the efforts of its own sales personnel, manufacturers' representative(s)
and independent distributors. The Company markets its products through sales and
various rental arrangements. The Company is an approved Medicaid Provider in the
States of New York and Georgia. During the years ended December 31, 1995, 1994
and 1993, the Company had revenues from one contract with a municipality located
in New York which represented 44%, 37% and 11%, respectively, of its total
revenue.
The Company continues development on several new healthcare systems that it
plans to continue testing during 1996. Examples are:
a. MED PASS(R): The product will be used by home healthcare patients for
the purpose of insuring that prescribed medications are taken in accordance with
physicians' orders.
b. ACCUTROL(R): The Company, in conjunction with one of its customers, is
continuing its field testing of an access control version of its VOICE OF
HELP(R) System.
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c. (Product name to be selected): The Company has developed a device, which
permits the upgrading of nurse-call systems to include a wireless activating
function that will enable patients to summon a nurse even when their nurse-call
buttons are out of reach.
d. PERS Model 700: An updated version of the electronics used in the
Company's Models 500 and 1000. Production of the product is expected to begin
during the third quarter of 1996.
The Company continues to seek new applications for its interactive voice
technology.
INSTALLATION AND SERVICES
The Company currently provides its own personnel or provides training for
customers' personnel for installation and servicing of its Systems. In addition,
telephone interconnect companies install VOICE OF HELP(R) Systems for the
Company in some areas.
SALES, LEASING AND MONITORING REVENUES
The Company markets its products through sales and various rental
arrangements. The Company also offers VOICE OF HELP(R) Systems, including
monitoring center equipment for on-site monitoring, using similar purchase and
lease arrangements. The Company is an approved Medicaid Provider in the States
of Georgia and New York and continues to develop similar relationships in
several other states.
The Company offers monitoring service for its own, as well as personal
emergency response systems manufactured by others on a monthly fee basis.
Multi-user providers have the option of using the Company's monitoring services,
either as a primary or back-up center. The majority of customers have selected
the Company's Monitoring Center in Oceanside, NY to provide primary and back-up
monitoring on behalf of their clients. Monitoring fees are charged to
individuals and entities who utilize the Company's monitoring services, whether
on a primary basis in the case of individuals or on a back-up basis with respect
to those who purchase or lease complete VOICE OF HELP(R) Systems, electing to
provide their own on-site primary monitoring.
PATENTS AND TRADEMARKS
The Company considers its trademarks to be an important element of its
marketing program. The Company's trademarks include "VOICE OF HELP(R)", "THE
VOICE OF HELP(R)", "ACCUTROL(R)", "MED PASS(R)", "ROOM MATE(R)", "VOICECARE(R)",
"SYSTEM-one(R)" and "HELPING PEOPLE LIVE BETTER(R)", each of which is registered
with the United States Patent and Trademark Office.
COMPETITION
The Company's competition includes manufacturers, distributors and
providers of personal emergency response equipment and services, and a limited
number of burglar and fire alarm companies. Certain of the Company's competitors
have more extensive manufacturing and marketing
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capabilities, as well as greater financial, technological and personnel
resources, than the Company. The Company's competition focuses its marketing and
sales efforts in two distinct areas; hospital/private-pay, and multi-housing
applications. The Company believes that its experience and expertise give it a
significant advantage over its competitors.
RESEARCH AND DEVELOPMENT
In a continuing effort by the Company to maintain state-of-the-art
technology, the Company conducts research and development through the ongoing
efforts of its employees and consulting groups. Expenditures for research and
development for the years ended December 31, 1995, 1994 and 1993 were
approximately $32,874, $41,747 and $39,549, respectively.
EMPLOYEES
As of March 12, 1996, the Company employed 84 persons who perform functions
on behalf of the Company in the areas of administration, marketing, sales,
engineering, finance, purchasing, operations, quality control and research. The
Company is not a party to any collective bargaining agreement with its
employees. The Company considers its relations with its employees to be good.
ITEM 2. DESCRIPTION OF PROPERTIES
The Company's executive offices and primary monitoring Center are located
in a 5,600 square foot facility at 3265 Lawson Boulevard, Oceanside, New York.
The Company leases this space and the adjoining 8,000 square foot parking lot
from Howard M. Siegel pursuant to a five-year lease which expires on December
31, 1999. The lease provides for a base annual rental of $74,600 plus certain
operating expenses, subject to a 5% annual increase. The Company believes that
the terms of this lease are no less favorable than could be obtained from an
unaffiliated third party.
The Company houses its Engineering, Research and Development, Quality
Control, Testing and Back-up Monitoring Departments in a 5,400 square foot
facility located in Mt. Laurel, New Jersey. The Company occupies this space
pursuant to a lease with an unaffiliated party which was amended on November 18,
1993. The lease, as amended, expires on December 31, 1996 and provides for a
current base annual rental, net of certain operating expenses, of $36,000. The
Company believes that it will be able to renew this lease on terms equally
favorable to the Company.
The Company maintains a satellite marketing and administrative office in
Decatur, Georgia. The Company leases approximately 1,200 square feet of space
from an unaffiliated party at an annual rental, plus certain operating charges,
of $16,694, pursuant to a lease which expires on April 30, 1997. The Company
believes that it will be able to renew this lease on terms equally favorable to
the Company.
The Company leases approximately 1,500 square feet of space in Flushing,
New York, pursuant to a three-year lease which expires on June 30, 1998, for
office, warehouse, storage, shipping and receiving purposes. The lease provides
for an annual rent of $13,200 during the first
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year of the term, $13,860 during the second year of the term and $14,553 during
the third year of the term.
The Company maintains a satellite marketing and administrative office in
Countryside, Illinois. The Company leases approximately 1,200 square feet of
space from an unaffiliated party pursuant to a two-year lease which expires on
July 9, 1997. The lease provides for an annual rent of approximately $15,000.
The Company believes that these properties are suitable for their intended
uses and are adequate to meet its current requirements. The Company does not own
any property.
ITEM 3. LEGAL PROCEEDINGS
Although the Company is a party to certain routine litigations incidental
to its business, the Company believes that there are no material pending legal
proceedings to which it is a party or any of its properties are the subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
No matters were submitted, during the fourth quarter of the year covered by
this report, to a vote of the security holders through the solicitation of
proxies or otherwise.
EXECUTIVE OFFICERS OF THE REGISTRANT
Name Age Position
---- --- --------
Howard M. Siegel 62 Chairman of the Board, President,
Chief Executive Officer and Chief
Financial Officer
Wilfred L. Mossey 59 Vice President, Homecare
OTHER SIGNIFICANT OFFICERS
OF THE REGISTRANT
John Lesher 41 Vice President, Engineering
John Rogers 49 Vice President, Operations and
Secretary
Officers serve at the discretion of the Board of Directors.
Howard M. Siegel has been the Company's Chairman of the Board, President,
Chief Executive Officer, Chief Financial Officer and a Director for more than
the past five years.
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Wilfred L. Mossey was the Company's Executive Vice President and Secretary
from April 1984 to July 1993 and a Director since December 1987. He became Vice
President, Homecare in July 1993 and has served in such capacity since.
John Lesher was elected Vice President, Engineering by the Company in March
1991. Prior thereto and from 1989, Mr. Lesher served as a senior engineer at the
Company's former Bristol, PA facility. From May 1984 to November 1988, Mr.
Lesher served as the Operations and Manufacturing Director of Advanced Graphic
Systems, Inc. (a subsidiary of Automation and Printing International Technology,
Inc.), a company engaged in the sale and marketing of computerized printing
equipment.
John Rogers joined the Company in July 1984. He has served in a variety of
capacities and was appointed to be Vice President, Operations in July 1993.
Additionally, he has been the Secretary since July 1993.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's Common Stock is traded on Nasdaq (Symbol: AMAC). The high and
low bid prices for the Common Stock, as furnished by Nasdaq, are shown for the
fiscal years indicated. The quotations set forth below do not include retail
markups, markdowns or commissions and may not represent actual transactions.
High Low
1994 First Quarter 3 3/4 2 1/4
Second Quarter 3 5/16 2 5/16
Third Quarter 3 1/16 1 7/8
Fourth Quarter 3 1/16 1 15/16
1995 First Quarter 2 15/16 2
Second Quarter 3 1/2 2 9/16
Third Quarter 4 1/4 3
Fourth Quarter 4 2 1/8
As of March 26, 1996, there were 558 recordholders of the Company's Common
Stock.
The Company did not pay dividends on its Common Stock during the two years
ended December 31, 1995 and does not anticipate paying dividends in the
foreseeable future.
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SELECTED FINANCIAL DATA - AMERICAN MEDICAL ALERT CORP.
The following table summarizes certain financial data and should be read in
conjunction with the detailed financial information set forth elsewhere herein.
<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------------------------------------------------------------
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Selected Statement of Operations Data:
Revenues $6,177,302 $5,384,671 $3,918,203 $3,558,749 $4,013,481
Income before extraordinary item
and cumulative effect of
accounting change $ 741,736 $ 727,166 $ 204,218 $ 230,410 $ 255,927
Net income $ 741,736 $ 727,166 $ 880,218 $ 335,410 $ 437,927
Income per share before
extraordinary item and cumulative
effect of accounting change $ .13 $ .13 $ .04 $ .04 $ .05
========== ========== ========== ========== ==========
Net income per share $ .13 $ .13 $ .16 $ .06 $ .08
========== ========== ========== =========== ==========
Weighted average number of common
shares 5,867,555 5,751,453 5,659,486 5,646,219 5,641,360
Selected Balance Sheet Data as of
December 31:
Total assets $5,750,042 $4,983,393 $3,583,991 $2,416,837 $2,212,044
Long-term liabilities $ 653,949 $ 93,276 $ 313,779 $ 26,293 $ 177,484
Shareholders' equity $4,407,350 $3,646,366 $2,856,689 $1,928,126 $1,577,755
</TABLE>
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ITEM 6. 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 and notes thereto.
RESULTS OF OPERATIONS
The Company's gross revenues increased from $5,384,671 in 1994 to
$6,177,302 in 1995, an increase of 15% and increased from $3,918,203 in 1993 to
$5,384,671 in 1994, an increase of 37%. The increase in gross revenues from 1994
to 1995 and 1993 to 1994 resulted from the continued growth of the Company's
existing customer bases as well as the addition of new customers.
Revenues from services increased from $4,546,991 in 1994 to $5,288,046 in
1995, an increase of 16% and increased from $3,201,290 in 1993 to $4,546,991 in
1994, an increase of 42%. These increases resulted from continued expansion of
the Company's customer base for monthly monitoring and leasing services. Costs
related to services for 1995, 1994, and 1993 were 35%, 32% and 33%,
respectively. Costs in 1995 as a percentage of revenue increased due to the
expense attributable to unrecoverable rental equipment which approximated
$123,000 and increased depreciation charges.
Revenues from product sales increased from $837,680 in 1994 to $889,256 in
1995, an increase of 6% and increased from $716,913 in 1993 to $837,680 in 1994,
an increase of 17%. These increases were primarily due to the increase in sales
to distributors and retirement communities. The gross profit on product sales in
1995, 1994, and 1993 was 39%, 30% and 11%, respectively. Gross profits increased
in 1995, in part, due to effective use of purchase discounts and lower unit
costs relating to past production efficiencies. Gross profits increased in 1994
due to more efficient production of a redesigned and lower costing unit.
Selling, general and administrative expenses during 1995 were $2,422,972,
an increase of 22% from 1994, and were $1,987,034 in 1994, an increase of 2%
from 1993. Additional expenses incurred in 1995 were the result of increased
lobbying expenses, expansion of sales and personnel departments, and the opening
of a satellite office in the State of Illinois. Expenses in 1994 as compared to
1993 stayed relatively consistent.
Interest expense for 1995, 1994, and 1993 was $55,694, $46,233 and $7,355,
respectively. Interest expense increased in 1995 and in 1994 due to increases in
the average monthly borrowings.
The Company's income before provision for income taxes and cumulative
effect of accounting change in 1995 was $1,327,736, an increase of $26,570 or
2%. The increase in 1995 resulted from an increase in the Company's revenues
offset by higher selling, general and administrative expenses. Income before
provision for income taxes and cumulative effect of accounting change in 1994
was $1,301,166, an increase of $962,948 or 285% from 1993. This
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increase is directly attributed to the increase in the Company's subscriber
base, without a corresponding proportionate increase in expenses.
LIQUIDITY AND CAPITAL RESOURCES
During 1995, cash provided by operating activities was $1,433,585, as
compared to $1,395,982 in 1994. Cash paid for income taxes in 1995 was $457,284,
as compared to $28,120 in 1994. This increase was primarily due to the
utilization of net operating loss carryforwards in 1994, whereas in 1995 the net
operating loss carryforwards only reduced a portion on the Company's income tax
liability. As of December 31, 1995 the Company had used all of its net operating
loss carryforward benefit. Expenditures for fixed assets were $1,184,141, a
decrease from $1,757,849, the amount purchased in 1994. In 1995 the Company
decreased its borrowings from a bank in the amount of $100,000. During 1995,
cash increased by $162,554, as compared to a decrease in cash of $22,841 in
1994.
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 March 19, 1996, $550,000
was outstanding under this note. The Company is currently having discussions
about further extending this credit agreement. The Company's working capital on
December 31, 1995 was $2,188,303. During 1996 the Company anticipates that it
will make capital investments of approximately $1,000,000 for the purchase and
production of additional systems which the Company intends to rent. 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.
ITEM 7. FINANCIAL STATEMENTS
Financial Statements Page Number
-------------------- -----------
Report of Independent Accountants F-1
Report of Independent Accountants F-2
Balance Sheets at December 31, 1995 and 1994 F-3
Statements of Income for the years ended December 31,
1995, 1994 and 1993 F-4
Statements of Shareholders' Equity for the years ended
December 31, 1995, 1994 and 1993 F-5
Statements of Cash Flows for the years ended December 31,
1995, 1994 and 1993 F-6
Notes to Financial Statements F-7 to F-13
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ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
On August 17, 1995, the Company's Board of Directors approved the dismissal
of Deloitte & Touche LLP as its independent public accountants, which dismissal
would take effect simultaneously with the Company's appointment of a new
independent public accountant. There was no adverse opinion or disclaimer of
opinion, or modification as to uncertainty, audit scope or accounting principles
contained in the reports of Deloitte & Touche LLP for either of the past two
fiscal years ended December 31, 1994.
During the Company's two most recent fiscal years ended December 31, 1994
and the subsequent interim period preceding Deloitte & Touche LLP's dismissal on
August 17, 1995, there were no disagreements with Deloitte & Touche LLP on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of Deloitte & Touche LLP, would have caused Deloitte & Touche LLP
to make reference in connection with its report concerning the Company's
financial statements to the subject matter of the disagreements.
On August 17, 1995, the Company's Board of Directors approved the proposal
to engage Margolin, Winer & Evens LLP to be the Company's independent public
accountants for its fiscal year ending December 31, 1995.
PART III
The information called for by Part III (Items 9, 10, 11 and 12 of Form
10-KSB) is incorporated herein by reference to the Company's definitive Proxy
Statement to be filed pursuant to Regulation 14A of the Securities Exchange Act
of 1934 with respect to the Company's 1996 Annual Meeting of Shareholders.
ITEM 13. EXHIBITS, LIST, AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit No. Identification of Exhibit
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3(a) Articles of Incorporation of Company, as amended.
(Incorporated by reference to Exhibit 3(a) to the Company's
Form S-1 Registration Statement under the Securities Act of
1933, filed on September 30, 1983 - File No. 2- 86862).
3(b) By-Laws of Company. (Incorporated by reference to Exhibit
3(b) to the Company's Form S-1 Registration Statement under
the Securities Act of 1933, filed on September 30, 1983 -
File No. 2-86862).
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Exhibit No. Identification of Exhibit
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4(a) Warrant Agreement between the Company and Continental Stock
Transfer & Trust Company, the Company's transfer agent, with
the Company's form of Warrant Certificate attached thereto.
(Incorporated by reference to Exhibit 4(a) to the Company's
Form S-1 Registration Statement under the Securities Act of
1933, filed on September 30, 1983 - File No. 2-86862).
4(b) Amendment, dated December 22, 1988, to the Warrant Agreement
between the Company and Continental Stock Transfer & Trust
Company. (Incorporated by reference to Exhibit 4(c) to the
Company's Form 10-K for the year ended December 31, 1988).
4(c) Amendment, dated October 26, 1990, to the Warrant Agreement
between the Company and Continental Stock Transfer & Trust
Company. (Incorporated by reference to Exhibit 4(c) to the
Company's Form 10-K for the year ended December 31, 1990).
4(d) Amendment, dated November 30, 1994, to the Warrant Agreement
between the Company and Continental Stock Transfer & Trust
Company. (Incorporated by reference to Exhibit 4(d) to the
Company's Form 10-KSB for the year ended December 31, 1994).
4(e) Amendment, dated November 20, 1995, to the Warrant Agreement
between the Company and Continental Stock Transfer & Trust
Company.*
10(a) Extract of letter dated November 13, 1990 from the Company
to Howard J. Orchow. (Incorporated by reference to Exhibit
10(a) to the Company's Form 10-K for the year ended December
31, 1990).
10(b) Employment Agreement, dated June 24, 1993 between the
Company and Howard M. Siegel. (Incorporated by reference to
Exhibit 10(b) to the Company's Form 10-KSB for the year
ended December 31, 1994).
10(c) Amendment, dated as of June 24, 1994 to the Employment
Agreement, dated June 24, 1993 between the Company and
Howard M. Siegel. (Incorporated by reference to Exhibit
10(c) to the Company's Form 10-KSB for the year ended
December 31, 1994).
10(d) Employment Agreement, dated August 28, 1989 between the
Company and John Lesher. (Incorporated by reference to
Exhibit 10(c) to the Company's Form 10-K for the year ended
December 31, 1990).
10(e) Amendment, dated March 4, 1992, to the Employment Agreement
between the Company and John Lesher. (Incorporated by
reference to Exhibit 10(d) to the Company's Form 10-K for
the year ended December 31, 1991).
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Exhibit No. Identification of Exhibit
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10(f) Lease for the premises located at 520 Fellowship Road,
Suite C301, Mt. Laurel, New Jersey ("Mt. Laurel Lease").
(Incorporated by reference to Exhibit 10(e) to the Company's
Form 10-K for the year ended December 31, 1991).
10(g) First Amendment to the Mt. Laurel Lease. (Incorporated by
reference to Exhibit 10(f) to the Company's Form 10-KSB for
the year ended December 31, 1993).
10(h) Leases for the premises located at 3265 Lawson Boulevard,
Oceanside, New York. (Incorporated by reference to Exhibit
10(h) to the Company's Form 10-KSB for the year ended
December 31, 1994).
10(i) Lease for the premises located at 910 Church Street,
Decatur, Georgia.*
10(j) Lease for the premises located at 169-10 Crocheron Avenue,
Flushing, New York.*
10(k) Lease for the premises located at 475 West 55th Street,
Contryside, Illinois.*
10(l) 1984 Incentive Stock Option Plan, as amended. (Incorporated
by reference to Exhibit 10(e) to the Company's Form 10-K for
the year ended December 31, 1990).
10(m) Amended 1991 Stock Option Plan. (Incorporated by reference
to Exhibit 10(l) to the Company's Form 10-KSB for the year
ended December 31, 1994).
23(a) Consent of Deloitte & Touche LLP.*
23(b) Consent of Margolin, Winer & Evens LLP.*
27 Financial Data Schedule.*
-------------------
* Filed herewith.
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during the last
quarter of the period covered by this report.
-13-
<PAGE>
AMERICAN MEDICAL ALERT CORP.
================================================
FINANCIAL STATEMENTS
Years Ended December 31, 1995, 1994 and 1993
<PAGE>
AMERICAN MEDICAL ALERT CORP.
CONTENTS
- --------------------------------------------------------------------------------
Independent Auditors' Report.............................................F-1
Report of Independent Accountants........................................F-2
Financial Statements:
Balance Sheets at December 31, 1995 and 1994..................F-3
Statements of Income for years ended
December 31, 1995, 1994 and 1993..............................F-4
Statements of Shareholders' Equity for years ended
December 31, 1995, 1994 and 1993..............................F-5
Statements of Cash Flows for years ended
December 31, 1995, 1994 and 1993..............................F-6
Notes to Financial Statements.............................F-7 to F-13
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders of
American Medical Alert Corp.
Oceanside, New York
We have audited the accompanying balance sheet of American Medical Alert Corp.
as of December 31, 1994, and the related statements of income, shareholders'
equity and cash flows for each of the two years in the period ended December 31,
1994. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of American Medical Alert Corp. at December 31,
1994, and the results of its operation and its cash flows for each of the two
years in the period ended December 31, 1994 in conformity with generally
accepted accounting principles.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
New York, New York
March 3, 1995
F-1
<PAGE>
MARGOLIN, WINER & EVENS LLP
CERTIFIED PUBLIC ACCOUNTANTS ESTABLISHED 1946
- --------------------------------------------------------------------------------
400 GARDEN CITY PLAZA * GARDEN CITY, NEW YORK 11530-3317
TEL: (516) 747-2000 FAX: (516) 747-6707
REPORT OF INDEPENDENT ACCOUNTANTS
Board of Directors and Shareholders
American Medical Alert Corp.
Oceanside, New York
We have audited the accompanying balance sheet of American Medical Alert Corp.
as of December 31, 1995 and the related statements of income, shareholders'
equity and cash flows for the year then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of American Medical Alert Corp. as
of December 31, 1995 and the results of its operations and its cash flows for
the year then ended in conformity with generally accepted accounting principles.
/s/ Margolin, Winer & Evens LLP21
MARGOLIN, WINER & EVENS LLP
February 23, 1996
AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS, SEC PRACTICE SECTION AND
PRIVATE COMPANIES PRACTICE SECTION CPA ASSOCIATES INTERNATIONAL, INC.
WITH OFFICES IN PRINCIPAL U.S. AND INTERNATIONAL CITIES
F-2
<PAGE>
<TABLE>
<CAPTION>
AMERICAN MEDICAL ALERT CORP.
BALANCE SHEETS
================================================================================
December 31, 1995 1994
- --------------------------------------------------------------------------------
ASSETS (Note 3)
<S> <C> <C>
Current Assets:
Cash $ 319,989 $ 157,435
Accounts and notes receivable (net of
allowance for doubtful accounts of $30,000
in 1995 and 1994)(Notes 1 and 2) 1,236,938 1,281,067
Inventory (Note 1) 1,116,810 1,084,385
Prepaid expenses and taxes and other
current assets 149,309 42,744
Deferred income taxes (Notes 1 and 6) 54,000 173,000
---------- ----------
Total Current Assets 2,877,046 2,738,631
Notes Receivable (Notes 2 and 8) - 16,391
---------- ----------
Fixed Assets - at cost:
Leased medical devices 4,216,128 3,095,666
Monitoring equipment 172,815 382,205
Furniture and equipment 228,413 314,624
Leasehold improvements 146,467 179,449
Automobiles 21,932 21,932
---------- ----------
4,785,755 3,993,876
Less accumulated depreciation and
amortization (Note 1) 1,937,646 1,786,994
---------- ----------
2,848,109 2,206,882
---------- ----------
Other Assets 24,887 21,489
---------- ----------
Total Assets $5,750,042 $4,983,393
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Notes payable - bank (Note 3) $ - $ 550,000
Accounts payable 467,300 455,369
Accrued expenses 214,092 170,924
Taxes payable - 58,296
Current portion of long-term debt (Note 4) 7,351 9,162
---------- ----------
Total Current Liabilities 688,743 1,243,751
Deferred Income Tax Liability (Notes 1 and 6) 195,000 80,000
Notes Payable - Bank (Note 3) 450,000 -
Long-Term Debt - Less Current Maturities (Note 4) 8,949 13,276
---------- ----------
Total Liabilities 1,342,692 1,337,027
---------- ----------
Commitments (Notes 7, 8 and 9) - -
Shareholders' Equity (Notes 8 and 9):
Common stock, $.01 par value -
authorized, 10,000,000 shares;
issued, 5,504,741 shares in 1995
and 5,462,712 shares in 1994 55,047 54,627
Additional paid-in capital 4,088,212 4,069,384
Retained earnings (deficit) 270,575 (471,161)
---------- ----------
4,413,834 3,652,850
Less 1,995 shares of treasury stock, at cost (6,484) (6,484)
---------- ----------
Total Shareholders' Equity 4,407,350 3,646,366
---------- ----------
Total Liabilities and Shareholders' Equity $5,750,042 $4,983,393
========== ==========
- --------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-3
<PAGE>
<TABLE>
<CAPTION>
AMERICAN MEDICAL ALERT CORP.
STATEMENTS OF INCOME
- ----------------------------------------------------------------------------------------------------
Years Ended December 31, 1995 1994 1993
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Revenue (Notes 1 and 10):
Services $ 5,288,046 $ 4,546,991 $ 3,201,290
Product sales 889,256 837,680 716,913
-------------- -------------- --------------
6,177,302 5,384,671 3,918,203
-------------- -------------- --------------
Costs and Expenses (Income):
Costs related to services 1,826,036 1,468,477 1,052,529
Cost of products sold (Note 1) 545,231 584,684 640,610
Selling, general and
administrative expenses 2,422,972 1,987,034 1,946,551
Interest expense 55,694 46,233 7,355
Gain on insurance recovery - - (58,072)
Other income (367) (2,923) (8,988)
-------------- -------------- --------------
4,849,566 4,083,505 3,579,985
-------------- -------------- --------------
Income Before Provision for Income Taxes
and Cumulative Effect of
Accounting Change 1,327,736 1,301,166 338,218
Provision for Income Taxes (Notes 1 and 6) 586,000 574,000 134,000
-------------- -------------- --------------
Income Before Cumulative Effect of
Accounting Change 741,736 727,166 204,218
Cumulative Effect of Accounting Change
(Note 6) - - 676,000
-------------- -------------- --------------
Net Income $ 741,736 $ 727,166 $ 880,218
============== ============== ==============
Income Per Share Before Cumulative Effect
of Accounting Change (Note 1) $ .13 $ .13 $ .04
============== ============== ==============
Cumulative Effect of Accounting Change $ - $ - $ .12
============== ============== ==============
Net Income Per Share (Note 1) $ .13 $ .13 $ .16
============== ============== ==============
Weighted Average Number of
Common Shares (Note 1) 5,867,555 5,751,453 5,659,486
============== ============== ==============
- ----------------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-4
<PAGE>
<TABLE>
<CAPTION>
AMERICAN MEDICAL ALERT CORP.
STATEMENTS OF SHAREHOLDERS' EQUITY
- -----------------------------------------------------------------------------------------------------------------------------------
Years Ended December 31, 1995, 1994 and 1993
- ------------------------------------------------------------------------------------------------------- --------------------------
COMMON STOCK
------------------ ADDITIONAL RETAINED
NUMBER OF PAID-IN EARNINGS UNEARNED TREASURY
SHARES AMOUNT CAPITAL (DEFICIT) COMPENSATION STOCK TOTAL
-------- --------- ----------- ----------- ------------ ---------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance - January 1, 1993 5,269,943 $ 52,699 $ 3,958,348 $(2,078,545) $ (4,376) $ - $1,928,126
Amortization of Unearned Compensation - - - - 3,646 - 3,646
Common Stock Issued (Note 8) 12,500 125 14,375 - - - 14,500
Exercise of Stock Options (Note 8) 47,428 474 29,725 - - - 30,199
Net Income for the Year Ended
December 31, 1993 - - - 880,218 - - 880,218
--------- -------- ----------- ----------- --------- --------- ---------
Balance - December 31, 1993 5,329,871 53,298 4,002,448 (1,198,327) (730) - 2,856,689
Amortization of Unearned Compensation - - - - 730 - 730
Common Stock Issued (Note 8) 12,500 125 14,719 - - - 14,844
Exercise of Stock Options (Note 8) 120,341 1,204 52,217 - - (6,484) 46,937
Net Income for the Year Ended
December 31, 1994 - - - 727,166 - - 727,166
--------- -------- ----------- ----------- --------- --------- ---------
Balance - December 31, 1994 5,462,712 54,627 4,069,384 (471,161) - (6,484) 3,646,366
Exercise of Stock Options (Note 8) 42,029 420 18,828 - - - 19,248
Net Income for the Year Ended
December 31, 1995 - - - 741,736 - - 741,736
--------- -------- ----------- ----------- --------- --------- ---------
Balance - December 31, 1995 5,504,741 $ 55,047 $ 4,088,212 $ 270,575 $ - $(6,484) $4,407,350
========= ======== =========== =========== ========= ========= =========
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-4
<PAGE>
<TABLE>
<CAPTION>
AMERICAN MEDICAL ALERT CORP.
STATEMENTS OF CASH FLOWS
- ----------------------------------------------------------------------------------------------------------
Years Ended December 31, 1995 1994 1993
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Cash Flows from Operating Activities:
Income before cumulative effect of
accounting change $741,736 $727,166 $204,218
Adjustments to reconcile income before
cumulative effect of accounting
change to net cash provided by
operating activities:
Provision for deferred income taxes 234,000 493,000 90,000
Issuance of common stock in connection
with consulting services performed
(Note 8) - 14,844 14,500
Gain on insurance recovery - - (58,072)
Net proceeds from insurance recovery - - 64,422
Depreciation and amortization 542,914 408,127 279,918
Amortization of deferred charges - 730 3,646
Changes in operating assets
and liabilities:
Decrease (increase) in receivables 60,520 (519,837) (65,465)
Increase in inventory (32,425) (1,796) (532,735)
(Increase) decrease in prepaid
expenses and taxes and
other assets (109,963) (16,888) 26,508
(Decrease) increase in accounts
payable, accrued expenses
and taxes payable (3,197) 290,636 100,525
---------- ----------- ----------
Net Cash Provided by Operating Activities 1,433,585 1,395,982 127,465
---------- ----------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for fixed assets (1,184,141) (1,757,849) (253,620)
---------- ----------- ----------
Net Cash Used in Investing Activities (1,184,141) (1,757,849) (253,620)
---------- ----------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (repayments) proceeds on
bank borrowings (100,000) 300,000 99,633
Repayments of capital lease obligations - (12,808) (12,456)
Proceeds of loans payable 3,805 13,020 -
Repayments of loans payable (9,943) (8,123) (12,910)
Proceeds upon exercise of stock options 19,248 46,937 30,199
---------- ----------- ----------
Net Cash (Used in) Provided by Financing
Activities (86,890) 339,026 104,466
---------- ----------- ----------
Net Increase (Decrease) In Cash $ 162,554 $ (22,841) $ (21,689)
Cash - beginning of year 157,435 180,276 201,965
---------- ----------- ----------
Cash - end of year $ 319,989 $ 157,435 $ 180,276
========== =========== ==========
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $ 55,694 $ 46,233 $ 7,355
Income taxes 457,284 28,120 38,669
SUPPLEMENTAL SCHEDULE OF
NONCASH INVESTING
AND FINANCING ACTIVITIES:
Fixed assets purchased under
notes and loans payable and
capital lease
obligations $ - $ 16,139 $ 10,799
- ----------------------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-5
<PAGE>
AMERICAN MEDICAL ALERT CORP.
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1. SUMMARY OF SCOPE OF BUSINESS - The Company's business is to sell, rent,
SIGNIFICANT install, service and monitor remote communication systems
ACCOUNTING with personal security and smoke/fire detection
POLICIES capabilities, linked to an emergency response monitoring
center.
INVENTORY VALUATION - Inventory, consisting of medical alert
devices and component parts, is valued at the lower of cost
(first-in, first-out) or market. Finished goods were
approximately $731,600 and $1,037,000 at December 31, 1995
and 1994, respectively, and the remaining inventory consists
of component parts.
DEPRECIATION AND AMORTIZATION - Depreciation is computed by
accelerated and straight-line methods at rates adequate to
allocate the cost of applicable assets over their expected
useful lives. Leased medical devices are depreciated on a
straight line basis over seven years. Amortization of
leasehold improvements is provided on a straight-line basis
over the shorter of the useful life of the asset or the term
of the lease.
INCOME TAXES - As of January 1, 1993, the Company changed
its method of accounting for income taxes to comply with
Statement of Financial Accounting Standards ("SFAS") No.
109, "Accounting for Income Taxes," which is effective for
all years beginning after December 15, 1992 (see Note 6).
REVENUE RECOGNITION - Revenue from the sale of medical alert
devices is recognized upon delivery. Revenue from renting,
installation and monitoring services is recognized upon
performance of such services.
RESEARCH AND DEVELOPMENT COSTS - Research and development
costs, which are expensed and included in cost of products
sold, were $32,874, $41,747, and $39,549 for the years ended
December 31, 1995, 1994, and 1993, respectively.
INCOME PER SHARE - Income per share is computed using the
weighted average number of common shares and common share
equivalents outstanding during each period.
CONCENTRATION OF CREDIT RISK - Financial instruments which
potentially subject the Company to concentration of credit
risk principally consist of accounts receivable from state
and local government agencies. The risk is mitigated by the
Company's procedures for extending credit, follow-up of
disputes and receivable collection procedures.
ESTIMATES - The preparation of financial statements in
conformity with generally accepted accounting principles
requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date
of the
- --------------------------------------------------------------------------------
F-7
<PAGE>
AMERICAN MEDICAL ALERT CORP.
NOTES TO FINANCIAL STATEMENTS (Cont'd.)
- --------------------------------------------------------------------------------
financial statements and the reported amounts of revenue and
expenses during the reporting period. Actual results could
differ from those estimates.
FAIR VALUE OF FINANCIAL INSTRUMENTS - Statement of Financial
Accounting Standards No. 107, "Disclosures about Fair Value
of Financial Instruments," requires all entities to disclose
the fair value of certain financial instruments in their
financial statements. The Company estimates that the fair
value of its cash, accounts and notes receivable, accounts
payable and notes payable approximates their carrying
amounts due to the short maturity of these instruments.
ACCOUNTING FOR STOCK-BASED COMPENSATION - Recently, the
Financial Accounting Standards Board issued Statement No.
123, "Accounting for Stock-Based Compensation" (SFAS No.
123). As permitted by SFAS No. 123, the Company has elected
to continue to account for employee stock options under
Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees." Accordingly, the only effect of
SFAS No. 123 will be the new footnote disclosure
requirements, including certain pro forma disclosure, which
are not effective until the Company's 1996 year end.
2. NOTES In November 1993 an employee borrowed $30,000 and issued a
RECEIVABLE promissory note to the Company. The note bears interest at
7.5% per annum and is payable in monthly installments of
$702 (principal and interest), commencing December 1993 with
a final installment of $17,334 due in full on March 1, 1996.
On August 31, 1995 the Company amended this note, extending
the due date of the final installment of $17,334 to October
1, 1996. In the event that the employee defaults on the
promissory note, certain options granted to the employee
will terminate (see Note 8).
3. NOTES On April 30, 1993, the Company entered into a revolving line
PAYABLE of credit of $500,000 due April 30, 1994. On February 16,
- BANK 1994, the Company renegotiated this note and a restated and
amended revolving credit note was issued for $1,500,000, due
July 31, 1995. The note bore interest at the prime rate
(8.5% at December 31, 1994) plus 1-1/2% per annum and was
collateralized by the Company's assets. At December 31,
1994, $550,000 was outstanding.
On July 31, 1995 the note was extended through December 1,
1995 when a restated and amended revolving credit note was
issued which permits maximum borrowings up to $1,500,000
(based on 75% of eligible accounts receivable and 25% of
inventory, as defined), and matures on April 30, 1997. The
note bears interest at the prime rate (8.75% at December 31,
1995) plus 1% per annum and is collateralized by the
Company's assets. In addition, the note requires an unused
commitment fee of 1/2 of 1% per
- --------------------------------------------------------------------------------
F-8
<PAGE>
AMERICAN MEDICAL ALERT CORP.
NOTES TO FINANCIAL STATEMENTS (Cont'd.)
- --------------------------------------------------------------------------------
annum on the daily average amount of unused commitment. At
December 31, 1995, $450,000 was outstanding.
The agreement provides for negative and affirmative
covenants including those related to tangible net worth,
working capital and other borrowings.
4. LONG-TERM Long-term debt at December 31, 1995 consists of an
DEBT automobile loan and two loans financing the purchase of
equipment. The outstanding balance on these loans at
December 31, 1995 was $16,300.
Long-term debt (including the notes payable discussed in
Note 3) matures in each of the years subsequent to December
31, 1995 as follows:
Year ending December 31, 1996
(included in current maturities) $ 7,351
1997 454,283
1998 3,743
1999 923
-----------
$ 466,300
===========
5. RELATED The Company paid $25,376 in 1993, for reimbursement of
PARTY expenses, to a company that is majority owned by the
TRANSACTIONS Company's principal shareholder. A Director of the Company
has an ownership interest in an insurance agency that has
written policies for the Company with premiums of $155,432,
$112,358 and $132,054 in fiscal 1995, 1994 and 1993,
respectively.
(See Note 7.)
6. INCOME TAXES The Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 109, "Accounting for Income Taxes,"
effective January 1, 1993. The cumulative effect of adopting
SFAS No. 109 on the Company's financial statements was to
increase 1993 net income by $676,000 ($.12 per share).
The provision for income taxes consists of the following:
Years Ended December 31,
----------------------------------------------
1995 1994 1993
----------- ---------- -----------
Current:
Federal $222,000 $ 24,000 $ -
State 130,000 57,000 44,000
----------- ---------- -----------
352,000 81,000 44,000
----------- ---------- -----------
Deferred:
Federal 219,000 382,500 90,000
State 15,000 110,500 -
----------- ---------- -----------
234,000 493,000 90,000
----------- ---------- -----------
Total $586,000 $574,000 $134,000
=========== ========== ===========
F-9
<PAGE>
AMERICAN MEDICAL ALERT CORP.
NOTES TO FINANCIAL STATEMENTS (Cont'd.)
- --------------------------------------------------------------------------------
The following is a reconciliation of the statutory federal
income tax rate and the effective rate of the provision for
income taxes:
Years Ended December 31,
------------------------------------------
1995 1994 1993
----------- ---------- -----------
Statutory federal
income tax rate 34.0% 34.0% 34.0%
State and local
taxes 8.0 6.0 6.0
Other 2.0 4.0 -
------ ------ ------
Effective income
tax rate 44.0% 44.0% 40.0%
====== ====== ======
The tax effects of significant items comprising the
Company's deferred taxes at December 31, 1995 and 1994 are
as follows:
December 31,
---------------------------
1995 1994
------------ ----------
Deferred tax liabilities:
Difference between book
and tax bases of property $(195,000) $ (80,000)
------------ ----------
Deferred tax assets:
Accrued compensation 15,000 15,000
Reserves not currently
deductible 13,000 13,000
Capitalization of inventory 26,000 26,000
Operating loss and tax credit
carryforwards - 121,000
------------ ----------
Total 54,000 175,000
------------ ----------
Net deferred tax (liabilities)
assets before valuation
allowance (141,000) 95,000
Valuation allowance - 2,000
------------ ----------
Net deferred tax (liabilities
assets $(141,000) $ 93,000
============ ==========
For the years ended December 31, 1995, 1994 and 1993, the
Company utilized net operating loss carryforward benefits of
$121,000, $508,000 and $90,000, respectively.
7. COMMITMENTS In January 1990, the Company entered into a five year
operating lease for offices owned by its principal
shareholder with an initial minimum annual rental of
$55,200, subject to a 5% annual increase. On January 1,
1995, the lease was renewed for a five year period expiring
December 31, 1999. The new lease calls for an initial
minimum annual rental of $74,600, subject to a 5% annual
increase plus reimbursements for real estate taxes and other
operating expenses. The Company has also entered into
various other operating leases for warehouse and office
space in Flushing, New York, Mt.
- --------------------------------------------------------------------------------
F-10
<PAGE>
AMERICAN MEDICAL ALERT CORP.
NOTES TO FINANCIAL STATEMENTS (Cont'd.)
- --------------------------------------------------------------------------------
Laurel, New Jersey, Decatur, Georgia and Countryside,
Illinois. Rent expense was $169,824 in 1995, $142,639 in
1994, and $115,479 in 1993.
The aggregate minimum annual rental commitments under
non-cancelable operating leases are as follows:
Year ending December 31,
1996 $ 159,670
1997 109,573
1998 93,628
1999 90,669
-------------
$ 453,540
=============
8. COMMON STOCK, The Company has two Stock Option Plans, an Incentive Stock
WARRANTS AND Option Plan ("1984 Plan") and a 1991 Stock Option Plan
OPTIONS ("1991 Plan"). Under the 1984 and 1991 plans, as amended, a
maximum of 500,000 and 750,000 options, respectively, may be
granted as either Incentive Stock Options or Nonstatutory
Stock Options. The term of each stock option granted under
the plans shall not be greater than ten years from the date
the option is granted or five years for a holder of more
than 10% of the Company's common stock. Incentive Stock
Options may be granted at an exercise price not less than
the fair market value of the underlying shares at the date
of grant subject to certain other limitations specified in
Section 422 of the Internal Revenue Code. The per share
price of Nonstatutory Stock Options granted to Non-Insiders
(as defined) shall be determined by the Board of Directors
or the Stock Option Committee of the Board. All options
under the above plans have been granted at fair market
value. The 1984 Plan term expired in May 1994.
Information with respect to options under plans is as
follows:
Number of Price Aggregate
Shares Per Share Price
------------ ------------ -----------
Balance - January 1, 1993 561,232 .375-2.75 $ 418,114
Granted during 1993 239,205 (1) 1.94-3.30 527,095
Cancelled during 1993 (35,352) .375-3.00 (78,501)
Exercised during 1993 (47,428) .375-1.0 (30,199)
------------ ------------ -----------
Balance - December 31, 1993 717,657 .375-3.30 836,509
Granted during 1994 235,410 2.31-2.75 618,734
Cancelled during 1994 (59,001) .375-3.00 (122,200)
Exercised during 1994 (120,341) .375-1.94 (53,421)
------------ ------------ -----------
Balance - December 31, 1994 773,725 .375-3.30 1,279,622
Granted during 1995 89,513 2.625-3.4375 259,446
Cancelled during 1995 (14,422) 1.375-3.125 (35,779)
Exercised during 1995 (42,029) .375-1.375 (19,248)
------------ ------------ -----------
Balance - December 31, 1995 806,787 (2) .375-3.4375 $1,484,041
============ ============ ===========
(footnotes on next page)
- --------------------------------------------------------------------------------
F-11
<PAGE>
AMERICAN MEDICAL ALERT CORP.
NOTES TO FINANCIAL STATEMENTS (Cont'd.)
- --------------------------------------------------------------------------------
(1) Includes ten year incentive stock options issued to an
employee on November 1, 1993 to purchase an aggregate
of 71,992 shares of the Company's common stock. Such
options are exercisable commencing on December 1, 1993
as to one-forty-sixth of the aggregate and an
additional one-forty-sixth on the first of every month
thereafter up to and including October 1, 1995; the
balance being exercisable on October 1, 1996 (see Note
2).
(2) 760,900 options are exercisable at December 31, 1995.
As of December 31, 1995, 235,998 options have been exercised
under both plans and 192,400 options are available for
future grants under the 1991 Plan.
The Company has agreed to grant options to its management
and employees in January and July of each year. The number
of options to be granted is equal to 5% of the dollar amount
of compensation during the two calendar quarters preceding
the grant date. To the extent permitted by law, such options
will be granted as Incentive Stock Options. Each nonemployee
director will receive options for 2,500 shares of common
stock on each grant date.
In December 1983, the Company sold units that contained
warrants to purchase 850,000 shares of the Company's common
stock at $3.50 per share. The Company may, at its option,
upon not less than 90 days written notice to warrant
holders, terminate all outstanding warrants without payment,
provided the market price of the common stock exceeds $7.00
per share during any 20 consecutive trading days. The
warrants expire on December 27, 1996.
In November 1994, the Company granted to legal counsel
options to purchase 25,000 shares of common stock at $2.00
per share (the fair market value at the date of grant), such
options being exercisable for a period of five years from
the date of grant.
During both 1994 and 1993, the Company issued 12,500 common
shares to a director of the Company in consideration of
services performed. These shares were charged to expense in
the amount of $14,844 and $14,500, respectively.
9. CONSULTING On December 1, 1994, the Company entered into a financial
AGREEMENT advisory and investment banking agreement. The Company will
receive advice regarding certain internal operating matters,
as well as certain corporate finance issues. In addition,
the Company may pay certain fees (as defined) for
transactions consummated by the Company that are either
originated by the consultant or the Company. The agreement,
which is for a term of 24 months, has annual fees of
$30,000. In addition, the Company granted 150,000 warrants
exercisable for a period of four years commencing one year
from the date of the agreement at an exercise price of $2.00
per share (the fair market value at the date of grant). The
Company had the right to terminate the agreement at the end
of the first year and cancel 75,000 of the Warrants.
- --------------------------------------------------------------------------------
F-12
<PAGE>
AMERICAN MEDICAL ALERT CORP.
NOTES TO FINANCIAL STATEMENTS (Cont'd.)
- --------------------------------------------------------------------------------
10. MAJOR The Company is an approved Medicaid Provider in the states
CUSTOMERS of New York and Georgia. During the years ended December 31,
1995, 1994 and 1993, the Company had revenue from one
contract with a municipality in New York State which
represented 44%, 37%, and 11% of total revenue,
respectively. This contract is effective through June 30,
1997. During the years ended December 31, 1995, 1994 and
1993, the Company had revenue from the State of Georgia
which represents 6%, 7% and 13%, respectively, of total
revenue. As of December 31, 1995 and 1994, accounts
receivable from the one contract referred to above
represented 46% and 54%, respectively, of accounts
receivable.
- --------------------------------------------------------------------------------
F-13
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
AMERICAN MEDICAL ALERT CORP.
March 28, 1996 By: /s/ Howard M. Siegel
---------------------
Howard M. Siegel
Chairman of the Board and President
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.
/s/ Howard M. Siegel Chairman of the Board, March 28, 1996
- ---------------------- President Chief Executive
Howard M. Siegel Officer, and Director
(Principal Executive Officer,
Principal Financial Officer
and Principal Accounting Officer)
/s/ Wilfred L. Mossey Vice President, Homecare and March 28, 1996
- ----------------------- Director
Wilfred L. Mossey
/s/ Myron Segal Director March 28, 1996
- -----------------------
Myron Segal, M.D.
Director March , 1996
Leonard Herz
- -----------------------
/s/ Peter Breitstone Director March 28, 1996
- -----------------------
Peter Breitstone
<PAGE>
EXHIBIT INDEX
-------------
3(a) Articles of Incorporation of Company, as amended. (Incorporated by
reference to Exhibit 3(a) to the Company's Form S-1 Registration
Statement under the Securities Act of 1933, filed on September 30,
1983 - File No. 2-86862).
3(b) By-Laws of Company. (Incorporated by reference to Exhibit 3(b to the
Company's Form S-1 Registration Statement under the Securities Act of
1933, filed on September 30, 1983 - File No. 2-86862).
4(a) Warrant Agreement between the Company and Continental Stock Transfer &
Trust Company, the Company's transfer agent, with the Company's form
of Warrant Certificate attached thereto. (Incorporated by reference to
Exhibit 4(a) to the Company's Form S-1 Registration Statement under
the Securities Act of 1933, filed on September 30, 1983 - File No.
2-86862).
4(b) Amendment, dated December 22, 1988, to the Warrant Agreement between
the Company and Continental Stock Transfer & Trust Company.
(Incorporated by reference to Exhibit 4(c) to the Company's Form 10-K
for the year ended December 31, 1988).
4(c) Amendment, dated October 26, 1990, to the Warrant Agreement between
the Company and Continental Stock Transfer & Trust Company.
(Incorporated by reference to Exhibit 4(c) to the Company's Form 10-K
for the year ended December 31, 1990).
4(d) Amendment, dated November 30, 1994, to the Warrant Agreement between
the Company and Continental Stock Transfers & Trust Company.
(Incorporated by reference to Exhibit 4(d) to the Company's Form
10-KSB for the year ended December 31, 1994).
4(e) Amendment, dated November 20, 1995, to the Warrant Agreement between
the Company and Continental Stock Transfer & Trust Company.*
10(a) Extract of letter dated November 13, 1990 from the Company to Howard
J. Orchow. (Incorporated by reference to Exhibit 10(a) to the
Company's Form 10-K for the year ended December 31, 1990).
10(b) Employment Agreement, dated June 24, 1993 between the Company and
Howard M. Siegel. (Incorporated by reference to Exhibit 10(b) to the
Company's Form 10-KSB for the year ended December 31, 1994).
10(c) Amendment, dated as of June 24, 1994 to the Employment Agreement,
dated June 24, 1993 between the Company and Howard M. Siegel.
(Incorporated by reference to Exhibit 10(c) to the Company's Form
10-KSB for the year ended December 31, 1994).
10(d) Employment Agreement, dated August 28, 1989 between the Company and
John Lesher. (Incorporated by reference to Exhibit 10(c) to the
Company's Form 10-K for the year ended December 31, 1990).
10(e) Amendment, dated March 4, 1992, to the Employment Agreement between
the Company and John Lesher. (Incorporated by reference to Exhibit
10(d) to the Company's Form 10-K for the year ended December 31,
1991).
10(f) Lease for the premises located at 520 Fellowship Road, Suite C301,
Mt. Laurel, New Jersey ("Mt. Laurel Lease"). (Incorporated by
reference to Exhibit 10(e) to the Company's Form 10-K for the year
ended December 31, 1991).
<PAGE>
10(g) First Amendment to the Mt. Laurel Lease. (Incorporated by reference
to Exhibit 10(f) to the Company's Form 10-KSB for the year ended
December 31, 1993).
10(h) Leases for the premises located at 3265 Lawson Boulevard, Oceanside,
New York. (Incorporated by reference to Exhibit 10(h) to the Company's
Form 10-KSB for the year ended December 31, 1994).
10(i) Lease for the premises located at 910 Church Street, Decatur,
Georgia.*
10(j) Lease for the premises located at 169-10 Crocheron Avenue, Flushing,
New York.*
10(k) Lease for the premises located at 475 West 55th Street, Contryside,
Illinois.*
10(l) 1984 Incentive Stock Option Plan, as amended. (Incorporated by
reference to Exhibit 10(e) to the Company's Form 10-K for the year
ended December 31, 1990).
10(m) Amended 1991 Stock Option Plan. (Incorporated by reference to Exhibit
10(l) to the Company's Form 10-KSB for the year ended December 31,
1994).
23(a) Consent of Deloitte & Touche LLP.*
23(b) Consent of Margolin, Winer & Evens LLP.*
27 Financial Data Schedule.*
- ---------------------------------
* Filed herewith.
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
2 BROADWAY, NEW YORK, NEW YORK 10004
-----------------
Tel: (212) 509-4000
Fax: (212) 509-5150
November 27, 1995
John H. Rogers, Secretary
American Medical Alert Corporation
3265 Lawson Blvd.
Oceanside, NY 11572
Dear Mr. Rogers:
I am enclosing our acknowledgement of the extension of your warrants until
December 27, 1996.
At such time as they become effective, we would require an appropriate opinion
of counsel.
Very truly yours,
/s/ William F. Seegraber
---------------------------
William F. Seegraber
Vice President
WFS/rs
cc: Parker Chapin Flattau & Klimpl
1211 Avenue of the Americas
New York, NY 10036
<PAGE>
[Letterhead]
AMERICAN MEDICAL ALERT CORPORATION
3265 Lawson Boulevard
Oceanside, NY 11572
(516) 536-5850 1 (800) 645-3244 Fax:(516) 536-5276
November 20, 1995
OFFICES
--------
GEORGIA
910 Church St. Mr. William F. Seegraber, Vice President
Suite #203 Continental Stock Transfer & Trust Co.
Decatur, GA 30030 Two Broadway
New York, NY 10004
ILLINOIS
475 West 55th Street Gentlemen:
Suite #103
Countryside, IL 60525 Reference is made to that certain
Warrant Agreement between American Medical
NEW JERSEY Alert Corp.(the"Company") and Continental
520 Fellowship Road Stock Transfer & Trust Company (the
Suite A-106 "Warrant Agreement"), dated September 23,
Mt. Laurel, NJ 08054 1992, with regard to the Common Share
Purchase Warrants issued by the Company
NEW YORK CITY (the "Warrants").
169-10 Crocheron Ave.
Flushing, NY 11358 The Warrant Agreement is hereby amended to
provide that the expiration date of the
Warrants is extended from December 24,
1995 until December 27, 1996.
Very truly yours,
AMERICAN MEDICAL ALERT CORP.
By:/s/ John H. Rogers
-------------------------
John H. Rogers
Secretary
JR:rs
cc:Gabriel Merle, AMAC Controller
Messrs. Parker, Chapin, Flattau & Klimpl
Agreed to:
CONTINENTAL STOCK TRANSFER & TRUST CO.
By:___________________________________
STANDARD COMMERCIAL LEASE CONTRACT
- ----------------------------------
Georgia Lease
LR LaVista Realty Co., inc.
THIS LEASE, made this 17th day of April 1995, by and between Steven E.
Marcus, P.C., first party, (hereinafter called "Landlord"); and American Medical
Alert Corp., second party, (hereinafter called "Tenant"); and LaVISTA REALTY
CO., INC., third party, (hereinafter called "Agent");
W I T N E S S E T H:
Premisese 1. The Landlord, for and in consideration of the rents,
covenants, agreements, and stipulations hereinafter mentioned,
reserved, and contained, to be paid, kept and performed by the
Tenant, has leased and rented, and by these presents does lease
and rent, unto the said Tenant, and said Tenant hereby agrees to
lease and take upon the terms and conditions which hereinafter
appear, the following described property (hereinafter called
premises), to wit: that office space on the second floor of the
building located at 910 Church Street, Decatur, DeKalb County,
Georiga, now known as Suite 200, to be known as Suite 203 per
schetch attached. and being known as ___________________
No easement for light or air is included in the premises.
Term 2. To have and to hold the same for a term of twenty-four
(24) months beginning on the lst day of May, 1995 and ending on
the 31st day of April 1997, at midnight, unless sooner terminated
as hereinafter provided.
Rental 3. Tenant agrees to pay Landlord, by payments to LaVista
Realty Co., Inc. Agent of Landlord, who negotiated this lease, at
office of Agent in ___________ Georgia, promptly on the first day
of each month in advance, during the term of this lease, a
monthly rental of one thousand three hundred ninety-one and
20/100 ($1,391.20) dollars payable in advance. Agent's
Agent's 4. The commission to be paid in connection with this
Commission transaction has been negotiated between Landlord and Agent and
Landlord agrees to pay Agent, as compensation for services
rendered in procuring this lease, $244.80 + 6% and Landlord, with
consent of Tenant, hereby assigns to Agent aforesaid commission.
If the term of this lease is extended, or if new lease is entered
into between Landlord and Tenant covering leased premises, or any
part thereof, or covering any other premises as an expansion of,
or substitute for, the premises herein leased, then in either of
said events, Landlord, in consideration of Agent's having
procured Tenant hereunder, agrees to pay Agent six % (6%), under
such extension, amendment, or new lease. Agent agrees that, in
the event Landlord sells leased premises, and upon Landlord's
furnishing Agent with an agreement signed by Purchaser assuming
Landlord's obligations to Agent under these lease, Agent will
release original Landlord from any further obligations to Agent
hereunder. Tenant agrees that if this lease is validly assigned
by him that he will secure from assignee an agreement in writing
by assignee recognizing assignment held by Agent and agreeing to
pay rental to Agent herein named during the term of this lease.
Agent is a party to this contract solely for the purpose of
enforcing his rights under this paragraph and it is understood by
all parties hereto that Agent is acting solely in the capacity as
agent for Landlord, to whom Tenant must look as regards all
covenants, agreements and warranties herein contained, and that
Agent shall never be liable to Tenant in regard to any matter
which may arise by virtue of this lease. Voluntary cancellation
of this lease shall not nullify Agent's right to collect the
commission due for the remaining term of this lease. In the event
that the premises is condemned, or sold under threat of and in
lieu of condemnation, Agent shall, on the date or receipt by
Landlord of the condemnation award or sale proceeds, be paid
Agent's commission, reduced to its present cash value at the then
existing legal rate of interest, which would otherwise be due to
end the term contracted for under paragraph 2 above.
Purchase of 5. In the event that tenant acquires title to the leased
Property premises at any time during the term of this lease, any renewals
by Tenant thereof, or within six months after the expiration of the term
hereof or the extended term hereof, then Landlord shall pay Agent
a commission on the sale of the property of the Landlord in lieu
of any additional rental commissions. Such sales commission, as
negotiated between parties, is to be N/A
Utility Bills
Use of 7. Premises shall be used for Medical Alert Center purposes
Premises and no other. Premises shall not be used for any illegal
purposes; nor in any manner to create any nuisance or trespass;
nor in any manner to vitiate the insurance or increase the rate
of insurance on premises.
Abandonment 8. Tenant agrees not to abandon or vacate leased premises
of Leased during the period of this lease, and agrees to use said premises
Premises for purpose herein until the expiration hereof.
Repairs by 9. Landlord agrees to keep in good repair the roof,
Landlord foundations, and exterior walls of the premises (exclusive of all
glass and exclusive of all exterior doors), and underground
utility and sewer pipes outside the exterior walls of the
Building, except repairs rendered necessary by the negligence of
Tenant, its agents, employees, or invitees. Landlord give to
Tenant exclusive control of premises and shall be under no
obligation to inspect said premises. Tenant shall promptly report
in writing to Landlord any defective condition known to it which
Landlord is required to repair, and failure
-1-
<PAGE>
to so report such defects shall make Tenant responsible to
Landlord for any liability incurred by Landlord by reason of such
defects.
Repairs by 10. Tenant accept as the leased premises in their present
Tenant condition and as suited for the uses intended by Tenant. Tenant
shall, throughout the initial term of this lease and all renewals
thereof, at its expense, maintain in good order and repair the
leased premises, including the building and other improvements
located thereon, except those repairs expressly required to be
made by Landlord. Including the mowing of grass, paving, care of
shrubs and general landscaping. Tenant agrees to return said
premises to Landlord at the expiration, or prior to termination,
of this lease in as good condition and repair as when first
received, natural wear and tear, damage by storm, fire,
lightning, earthquake or other casualty alone excepted.
Elevators, (if any), are accepted by Tenant as in
satisfactory operating condition on this date, and Tenant, at his
own expense, shall maintain said elevators in good operating
condition during the term of this lease, or any extension
thereof.
Tax
Escalation
N/A
Destruction 12. If premises are totally destroyed by storm, fire,
or Damage to lightning, earthquake or other casualty, this lease shall
Premises terminate as of the date of such destruction, and rental shall be
accounted for as between Landlord and Tenant as of that date. If
premises are damaged but not wholly destroyed by any such
casualties, rental shall abate in such proportion as use of
premises has been destroyed, and Landlord shall restore premises
to substantially the same condition as before damage as speedily
as practicable, whereupon full rental shall recommence.
Indemnity 13. Tenant agrees to indemnify and save harmless the
Landlord against all claims for damages to persons or property by
reason of the use of occupancy of the leased premises, and all
expenses incurred by Landlord because thereof, including
attorneys' fees and court costs.
Governmental 14. Tenant agrees, at his own expense, to promptly comply
Orders with all requirements of any legally constituted public authority
made necessary by reason of Tenant's occupancy of said premises.
Landlord agrees to promptly comply with any such requirements if
not made necessary by reason of Tenant's occupancy. It is
mutually agreed, however, between Landlord and Tenant, that if in
order to comply with such requirements, the cost to Landlord or
Tenant, as the case may be, shall exceed a sum equal to one
year's rent, then Landlord or Tenant who is obligated to comply
with such requirements is privileged to terminate this lease by
giving written notice of termination to the other party, by
registered mail, which termination shall become effective sixty
(60) days after receipt of such notice, and which notice shall
eliminate necessity of compliance with such requirements by party
giving such notice unless party receiving such notice of
termination shall, before termination become effective, pay to
party giving notice all cost of compliance in excess of one
year's rent, or secure payment of said sum in manner satisfactory
to party giving notice.
Condemnation 15. If the whole of the leased premises, or such portion
thereof as will make premises unusable for the purposes herein
leased, be condemned by any legally constituted authority for any
public use of purpose, then in either of said events the term
hereby granted shall cease from the date when possession thereof
is taken by public authorities, and rental shall be accounted for
as between Landlord and Tenant as of said date. Such termination,
however, shall be without prejudice to the rights of either
Landlord or Tenant to recover compensation and damage caused by
condemnation from the condemnor. It is further understood and
agreed that neither the Tenant nor Landlord shall have any rights
in any award made to the other by any condemnation authority
notwithstanding the termination of the lease as herein provided.
Landlord agrees to pay to Agent, from the award made to Landlord
under condemnation, the balance of lease commissions, reduced to
then present cash value, as provided in paragraph 4 hereof, and
agent may become a party to the condemnation proceeding for the
purposes of enforcing its rights under this paragraph.
Assignment 16. Tenant may sublease portions of the leased premises to
and others provided such sublessee's operations is a part of the
Subletting general operation of Tenant and under the supervision and control
of Tenant, and provided such operation is within the purposes for
which said premises shall be used. Except as provided in
preceding sentence, Tenant shall not, without the prior written
consent of Landlord endorsed hereon, assign this lease or any
interest hereunder, or sublet premises or any part thereof, or
permit the use of premises by any party other than Tenant.
Consent to any assignment or sublease shall not destroy this
provision, and all later assignments or subleases shall be made
likewise only on the prior written consent of Landlord. Assignee
of Tenant, at option of Landlord, shall become directly liable to
Landlord for all obligations of Tenant hereunder, at option of
Landlord, shall become directly liable to Landlord for all
obligations of Tenant hereunder, but no sublease or assignment by
Tenant shall relieve Tenant of any liability hereunder.
Removal of 17. Tenant may (if not in default hereunder) prior to the
Fixtures expiration of this lease, or any extension thereof, remove all
fixtures and equipment which he has placed in premises, provided
Tenant repairs all damage to premises caused by such removal.
Cancellation 18. It is mutually agreed that in the event the Tenant shall
of Lease by default in the payment of rent, including additional rent, herein
Landlord reserved, when due, and fails to cure said default within five
(5) days after written notice thereof from Landlord; or if Tenant
shall be in default in performing any of the terms or provisions
of this lease other than the provision requiring
-2-
<PAGE>
the payment of rent, and fails to cure such default within
thirty (30) days after the date of receipt of written notice
default from Landlord; or if Tenant is adjudicated bankrupt; or
if a permanent receiver is appointed for Tenant's property and
such receiver is not removed within sixty days after written
notice from Landlord to Tenant to obtain such removal; or if,
whether voluntarily or involuntarily, Tenant takes advantage of
any debtor relief proceedings under any present or future law,
whereby the rent or any part thereof is, or is proposed to be,
reduced or payment thereof deferred; or if Tenant makes an
assignment for benefit of creditors; or if Tenant's effects
should be levied upon or attached under process against Tenant,
not satisfied or dissolved within thirty (30) days after written
notice from Landlord to Tenant to obtain satisfaction thereof;
then, and in any of said events, Landlord at his option may at
once, or within six (6) months thereafter (but only during
continuance of such default or condition), terminate this lease
by written notice to Tenant; whereupon this lease shall end.
After an authorized assignment or subletting of the entire
premises covered by this lease, the occurring of any of the
foregoing defaults or events shall affect this lease only if
caused by, or happening to, the assignee or sublessee. Any notice
provided in this paragraph may be given by Landlord, or his
attorney, or Agent herein named. Upon such termination by
Landlord, Tenant will at once surrender possession of the
premises to Landlord and remove all of Tenant's effects
therefrom; and Landlord may forthwith re-enter the premises and
repossess himself thereof, and remove all persons and effects
therefrom, using such force as may be necessary without being
guilty of trespass, forcible entry or detainer or other tort.
Reletting by 19. Landlord, as Tenant's agent, without terminating this
Landlord lease, upon Tenant's breaching this contract, may at Landlord's
option enter upon and rent premises at the best price obtainable
by reasonable effort, without advertisement and by private
negotiations and for any term Landlord deems proper. Tenant shall
be liable to Landlord for the deficiency, if any, between
Tenant's rent hereunder and the price obtained by Landlord on
reletting.
Exterior 20. Tenant shall place no signs upon the outside walls or
Signs roof of the leased premises except with the written consent of
the Landlord. Any and all signs placed on the within leased
premises by Tenant shall be maintained in compliance with rules
and regulations governing such signs and the Tenant shall be
responsible to Landlord for any damage caused by installation,
use, or maintenance of said signs, and Tenant agrees upon removal
of said signs to repair all damage incident to such removal.
Entry for 21. Landlord may card premises "For Rent" or "For Sale"
Carding, thirty (30) days before the termination of this lease. Landlord
etc. may enter the premises at reasonable hours to exhibit same to
prospective purchasers or tenants and to make repairs required of
Landlord under the terms hereof, or to make repairs to Landlord's
adjoining property, if any.
Effect of 22. No termination of this lease prior to the normal ending
Termination thereof, by lapse of time or otherwise, shall affect Landlord's
of Lease right to collect rent for the period prior to termination
thereof.
Mortgagee's 23. Tenant's rights shall be subject to any bona fide
Rights mortgage or deed to secure debt which is now, or may hereafter
be, placed upon the premises by Landlord.
No Estate 24. This contract shall create the relationship of Landlord
in Land and Tenant between the parties hereto; no estate shall pass out
of Landlord. Tenant has only a usufruct, not subject to levy and
sale, and not assignable by Tenant except by Landlord's consent.
Holding Over 25. If Tenant remains in possession of premises after
expiration of the term hereof, with Landlord's acquiescence and
without any express agreement of parties, Tenant shall be a
tenant at will at rental rate in effect at end of lease; and
there shall be no renewal of this lease by operation of law.
Attorney's 26. If any rent owing under this lease is collected by or
Fees and through an attorney at law, Tenant agrees to pay ten percent
Homestead (10%) thereof as attorneys' fees. Tenant waives all homestead
rights and exemptions which he may have under any law as against
any obligation owing under this lease. Tenant hereby assigns to
Landlord his homestead and exemption.
Rights 27. All rights, powers and privileges conferred hereunder
Cumulative upon parties hereto shall be cumulative but not restrictive to
those given by law.
Service 28. Tenant hereby appoints as his agent to receive service
of Notice of all dispossessory or distraint proceedings and notices
hereunder, and all notices required under this lease, the person
in charge of leased premises at the time, or occupying said
premises; and if no person is in charge of, or occupying said
premises, then such service or notice may be made by attaching
the same on the main entrance to said premises. A copy of all
notices under this lease shall also be sent to Tenant's last
known address, if different from said premises.
Waiver of 29. No failure of Landlord to exercise any power given
Rights Landlord hereunder, or to insist upon strict compliance by Tenant
with his obligation hereunder, and no custom or practice of the
parties at variance with the terms hereof shall constitute a
waiver of Landlord's right to demand exact compliance with the
terms hereof.
Time of 30. Time is of the essence of this agreement.
Essence
Definitions 31. "Landlord" as used in this lease shall include first
party, his heirs, representatives, assigns and successors in
title to premises. "Tenant" shall include second party, his heirs
and representatives, and if this lease shall be validly assigned
or sublet, shall include also Tenant assignees or sublessees, as
to premises covered by such assignment or
-3-
<PAGE>
sublease. "Agent" shall include third party, his successors,
assigns, heirs, and representatives. "Landlord", "Tenant", and
"Agent", include male and female, singular and plural,
corporation, partnership or individual, as may fit the particular
parties.
Special In so far as the following stipulations conflict with any of
Stipulations the foregoing provisions, the following shall control:
32. Landlord shall furnish, at no expense to Tenant, lights,
electricity, gas, hall and stair alarm and janitorial service as
presently furnished in the building. Landlord shall maintain
heating and air conditioning units.
33. Tenant shall have the right to renew this lease for 2
years by giving 60 days notice. Rental shall be the rent
specified in this lease increased by the increase in the C.P.I.
over the term of this lease.
This lease contains the entire agreement of the parties
hereto and no representations, inducements, promises or
agreements, oral or otherwise, between the parties, not embodied
herein, shall be of any force or effect.
IN WITNESS WHEREOF, the parties herein have hereunto set
their hands and seals, in triplicate, the day and year first
above written.
Signed, sealed and delivered as Steven E. Marcus
to Tenant, in the presence of:
By:/s/Steven E. Marcus
- ------------------------------- -------------------------------(Seal)
(Landlord) President
- ------------------------------- -------------------------------(Seal)
Notary Public (Landlord)
Signed, sealed and delivered as American Medical Alert, Corp.
to Tenant, in the presence of:
By:/s/Wilfred L. Mossey
- ------------------------------- -------------------------------(Seal)
(Tenant) Exec. V.P.
- ------------------------------- -------------------------------(Seal)
Notary Public (Tenant)
Signed, sealed and delivered as LaVISTA REALTY CO., INC.
to Agent, in the presence of
By:/s/
- ------------------------------- -------------------------------(Seal)
-4-
This Lease made the day of 19 , between Sam Savarese Queens
hereinafter referred to as LANDLORD, and AMERICAN MEDICAL Flushing
ALERT CORP., a domestic corporation with offices at: Lease
Effective
7-1-95
hereinafter jointly, severally and collectively referred to as TENANT.
Witnesseth, that the Landlord hereby leases to the Tenant, and the Tenant
hereby hires and takes from the Landlord the premises on the first floor only---
in the building known as 169-10 Crocheron Avenue, Flushing, New York
to be used and occupied by the Tenant For offices only.
and for no other purpose, for a term to commence on July 1, 1995 1995, and to
and on June 30 1998 unless sooner terminated as hereinafter provided, at the
ANNUAL RENT of
1st year = $13,200.00
2nd year = $13,860.00
3rd year = $14,553.53
all payable in equal monthly instalments in advance on the first day of each and
every calendar month during said term,
except the first instalment, which shall be paid upon the execution hereof.
THE TENANT JOINTLY AND SEVERALLY COVENANTS:
FIRST. - That the Tenant will pay the rent as above provided.
SECOND. - That, throughout said term the Tenant will take good care of
the demised premises, fixtures and appurtenances, and all alterations, additions
and improvements to either; make all repairs in and about the same necessary to
preserve them in good order and condition, which repairs shall be, in quality
and class, equal to the original work; promptly pay the expense of such repairs;
suffer no waste or injury; give prompt notice to the Landlord of any fire that
may occur; execute and comply with all laws, rules, orders, ordinances and
regulations at any time issued or in force (except those requiring structural
alterations), applicable to the demised premises or to the Tenant's occupation
thereof, of the Federal, State and Local Governments, and of each and every
department, bureau and official thereof, and of the New York Board of Fire
Underwriters; permit at all times during usual business hours, the Landlord and
representatives of the Landlord to enter the demised premises for the purpose of
inspection, and to exhibit them for purposes of sale or rental; suffer the
Landlord to make repairs and improvements to all parts of the building, and to
comply with all orders and requirements of governmental authority applicable to
said building or to any occupation thereof; suffer the Landlord to erect, use,
maintain, repair and replace pipes and conduits in the demised premises and to
the floors above and below; forever indemnify and save harmless the Landlord for
and against any and all liability, penalties, damages, expenses and judgments
arising from injury during said term to person or property of any nature,
occasioned wholly or in part by any act or acts, omission or omissions of the
Tenant, or of the employees, guests, agents, assigns or undertenants of the
Tenant and also for any matter or thing growing out of the occupation of the
demised premises or of the streets, sidewalks or vaults adjacent thereto;
permit, during the six months next prior to the expiration of the term the usual
notice "To Let" to be placed and to remain unmolested in a conspicuous place
upon the exterior of the demised premises; repair, at or before the end of the
term, all injury done by the installation or removal of furniture and property;
and at the end of the term, to quit and surrender the demised premises with all
alterations, additions and improvements in good order and condition.
THIRD. - That the Tenant will not disfigure or deface any part of the
building, or suffer the same to be done, except so far as may be necessary to
affix such trade fixtures as are herein consented to by the Landlord; the Tenant
will not obstruct, or permit the obstruction of the street or the sidewalk
adjacent thereto; will not do anything or suffer anything to be done upon the
demised premises which will increase the rate of fire insurance upon the
building or any of its contents, or be liable to cause structural injury to said
building; will not permit the accumulation of waste or refuse matter, and will
not, without the written consent of the Landlord first obtained in each case,
either sell, assign, mortgage or transfer this lease, underlet the demised
premises or any part thereof, permit the same or any part thereof to be occupied
by anybody other than the Tenant and the Tenant's employees, make any
alterations in the demised premises, use the demised premises or any part
thereof for any purpose other than the one first above stipulated, or for any
purpose deemed extra hazardous on account of fire risk, nor in violation of any
law or ordinance. That the Tenant will not obstruct or permit the obstruction of
the light, halls, stairway or entrances to the building, and will not erect or
inscribe any sign, signals or advertisements unless and until the style and
location thereof have been approved by the Landlord; and if any be erected or
inscribe without such approval, the Landlord may remove the same. No water
cooler, air conditioning unit or system or other apparatus shall be installed or
used without the prior written consent of Landlord.
IT IS MUTUALLY COVENANTED AND AGREED, THAT
FOURTH. - If the demised premises shall be partially damaged by fire or
other cause without the fault or neglect of Tenant, Tenant's servants,
employees, agents, visitors or licensees, the damages shall be repaired by and
at the expense of Landlord and the rent until such repairs shall be made shall
be apportioned according to the part of the demised premises which is usable by
Tenant. But if such partial damage is due to the fault or neglect of Tenant,
Tenant's servants, employees, agents, visitors or licensees, without prejudice
to any other rights and remedies of Landlord and without prejudice to the rights
of subrogation of Landlord's insurer, the damages shall be repaired by Landlord
but there shall be no apportionment or abatement of rent. No penalty shall
accrue for reasonable delay which may arise by reason of adjustment of insurance
on the part of Landlord and/or-Tenant, and for reasonable delay on account of
"labor troubles", or any other cause beyond Landlord's control. If the demised
premises are totally damaged or are rendered wholly untenantable by fire or
other cause, and if Landlord shall decide not to restore or not to rebuild the
same, or if the building shall be so damaged that Landlord shall decide to
demolish it or to rebuild it, then or in any of such events Landlord may, within
ninety (90) days after such fire or other cause, give Tenant a notice in writing
of such decision, which notice shall be given as in Paragraph Twelve hereof
provided, and thereupon the term of this lease shall expire by lapse of time
upon the third day after such notice is given, and Tenant shall vacate the
demised premises and surrender the same to Landlord. If Tenant shall not be in
default under this lease then, upon the termination of this lease under the
conditions provided for in the sentence immediately preceding, Tenant's
liability for rent shall cease as of the day following the casualty. Tenant
hereby expressly waives the provisions of Section 227 of the Real Property Law
and agrees that the foregoing provisions of this Article shall govern and
control in lieu thereof. If the damage or destruction be due to the fault or
neglect of Tenant the debris shall be removed by, and at the expense of, Tenant.
FIFTH. - If the whole or any part of the premises hereby demised shall
be taken or condemned by any competent authority or any public use or purpose
then the term hereby granted shall cease from the time when possession of the
part so taken shall be required for such public purpose and without
apportionment of award, the Tenant hereby assigning to the Landlord all right
and claim to any such award, the current rent, however, in such case to be
apportioned.
SIXTH. - If, before the commencement of the term, the Tenant be
adjudicated a bankrupt, or make a "general assignment," or take the benefit of
any insolvent act, or if a Receiver or Trustee be appointed for the Tenant's
property, or if this lease or the state of the Tenant hereunder be transferred
or pass to or devolve upon any other person or corporation, or if the Tenant
shall default in the performance of any agreement by the Tenant contained in any
other lease to the Tenant by the landlord or by any corporation of which an
officer of the Landlord is a Director, this lease shall thereby, at the option
of the Landlord, be terminated and in that case, neither the Tenant nor anybody
claiming under the Tenant shall be entitled to go into possession of the demised
premises. If after the commencement of the term, any of the events mentioned
above in this subdivision shall occur, or it Tenant shall make default in
fulfilling any of the covenants of this lease, other than the covenants for the
payment of rent or "additional rent" or if the demised premises become vacant or
deserted, the Landlord may give to the Tenant ten days notice of intention to
and the term of this lease, and thereupon at the expiration of said ten days'
(if said condition which was the basis of said notice shall continue to exist)
the term under this lease shall expire as fully and completely as if that day
were the date herein definitely fixed for the expiration of the term and the
Tenant will then quit and surrender the demised premises to the Landlord, but
the Tenant shall remain liable as hereinafter provided.
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RE-POSSESSION If the Tenant shall make default in the payment of the rent
BY LANDLORD reserved hereunder, or any item of "additional rent" herein
mentioned, or any part of either or in making any other payment
herein provided for, or if the notice last above provided for
shall have been given and if the condition which was the basis of
said notice shall exist at the expiration of said ten days'
period, the Landlord may immediately, or at any time thereafter,
re-enter the demised premises and remove all persons and all or
any property therefrom, either by summary dispossess proceedings,
or by any suitable action or proceeding at law, or by force or
otherwise, without being liable to indictment, prosecution or
damages therefor, and re-possess and enjoy said premises together
RE-LETTING with all additions, alterations and improvements. In any such
case or in the event that this lease be "terminated" before the
commencement of the term, as above provided, the Landlord may
either re-let the demised premises or any part or parts thereof
for the Landlord's own account, or may, at the Landlord's option,
re-let the demised premises or any part or parts thereof as the
agent of the Tenant, and receive the rents therefor, applying the
same first to the payment of such expenses as the Landlord may
have incurred, and then to the fulfillment of the covenants of
the Tenants herein, and the balance, if any, at the expiration of
the term first above provided for, shall be paid to the Tenant.
Landlord may rent the premises for a term extending beyond the
term hereby granted without releasing Tenant from any liability.
In the event that the term of this lease shall expire as above in
this subdivision "Sixth" provided, or terminate by summary
proceedings or otherwise, and if the Landlord shall not re-let
the demised premises for the Landlord's own account, then,
whether or not the premises be re-let, the Tenant shall remain
liable for, and the Tenant hereby agrees to pay to the Landlord,
until the time when this lease would have expired but for such
WAIVER termination or expiration, the equivalent of the amount of all of
BY TENANT the rent and "additional rent" reserved herein, less the avails
of reletting, if any, and the same shall be due and payable by
the Tenant to the Landlord on the several rent days above
specified, that is, upon each of such rent days the Tenant shall
pay to the Landlord the amount of deficiency then existing. The
Tenant hereby expressly waives any and all right of redemption in
case the Tenant shall be dispossessed by judgment or warrant of
any court or judge, and the Tenant waives and will waive all
right to trial by jury in any summary proceedings hereafter
instituted by the Landlord against the Tenant in respect to the
demised premises. The words "re-enter" and "re-entry" as used in
this lease are not restricted to their technical legal meaning.
REMEDIES ARE In the event of a breach or threatened breach by the Tenant
CUMULATIVE of any of the covenants or provision hereof, the Landlord shall
have the right of injunction and the right to invoke any remedy
allowed at law or in equity, as if re-entry, summary proceedings
and other remedies were not herein provided for.
SEVENTH. - If the Tenant shall make default in the
performance of any covenant herein contained, the Landlord may
immediately, or at any time thereafter, without notice, perform
the same for the account of the Tenant. If a notice of mechanic's
lien be filed against the demised premises or against premises of
which the demised premises are part, for, or purporting to be
LANDLORD for, labor or material alleged to have been furnished, or to be
MAY furnished to or for the Tenant at the demised premises, and if
PERFORM the Tenant shall fail to take such action as shall cause such
lien to be discharged within fifteen days after the filing of
such notice, the Landlord may pay the amount of such lien or
discharge the same by deposit or by bonding proceedings, and in
the event of such deposit or bonding proceedings, the Landlord
may required the lienor to prosecute an appropriate action to
enforce the lienor's claim. In such case, the Landlord may pay
any judgment recovered on such claim. Any amount paid or expense
incurred by the Landlord as in this subdivision of this lease
provided, and any amount as to which the Tenant shall at any time
be in default for or in respect to the use of water, electric
current or sprinkler supervisory service, and any expense
incurred or sum of money paid by the Landlord by reason of the
failure of the Tenant to comply with any provision hereof, or in
ADDITIONAL defending any sch action, shall be deemed to be "additional rent"
RENT for the demised premises, and shall be due and payable by the
Tenant to the Landlord on the first day of any succeeding month.
The receipt by the Landlord of any installment of the regular
stipulated rent hereunder or any of said "additional rent" shall
not be a waiver of any other"additional rent" then due.
AS TO EIGHTH. - The failure of the Landlord to insist, in any one
WAIVERS or more instances upon a strict performance of any of the
covenants of this lease, or to exercise any option herein
contained, shall not be construed as a waiver or a relinquishment
for the future of such covenant or option, but the same shall
continue and remain in full force and effect. The receipt by the
Landlord of rent, with knowledge of the breach of any covenant
hereof, shall not be deemed a waiver of such breach and no waiver
by the Landlord of any provision hereof shall be deemed to have
been made unless expressed in writing and signed by the Landlord.
Even though the Landlord shall consent to an assignment hereof no
further assignment shall be made without express consent in
writing by the Landlord.
COLLECTION NINTH. - If this lease be assigned, or if the demised
OF RENT premises or any part thereof be underlet or occupied by anybody
FROM OTHERS other than the Tenant the Landlord may collect rent from the
assignee, under-tenant or occupant, and apply the net amount
collected to the rent herein reserved, and no such collection
shall be deemed a waiver of the covenant herein against
assignment and underletting, or the acceptance of the assignee,
under-tenant or occupant as tenant, or a release of the Tenant
from the further performance by the Tenant of the covenants
herein contained on the part of the Tenant.
MORTGAGES TENTH. - This lease shall be subject and subordinate at all
times, to the lien of the mortgages now on the demised premises,
and to all advances made or hereafter to be made upon the
security thereof, and subject and subordinate to the lien of any
mortgage or mortgages which at any time may be made a lien upon
the premises. The Tenant will execute and deliver such further
instrument or instruments subordinating this lease to the lien of
any such mortgage or mortgages as shall be desired by any
mortgagee or proposed mortgagee. The Tenant hereby appoints the
Landlord the attorney-in-fact of the Tenant, irrevocable, to
execute and deliver any such instrument or instruments for the
Tenant.
ELEVENTH. - All improvements made by the Tenant to or upon
the demised premises, except said trade fixtures, shall when
made, at once be deemed to be attached to the freehold, and
IMPROVEMENTS become the property of the Landlord, at the end or other
expiration of the term, shall be surrendered to the Landlord in
as good order and condition as they were when installed,
reasonable wear and damages by the elements excepted.
TWELFTH. - Any notice or demand which under the terms of
NOTICES this lease or under any statute must or may be given or made by
the parties hereto shall be in writing and shall be given or made
by mailing the same by certified or registered mail addressed to
the respective parties at the addresses set forth in this lease.
THIRTEENTH. - The Landlord shall not be liable for any
failure of water supply or electrical current, sprinkler damage,
or failure of sprinkler service, nor for injury or damage to
NO LIABILITY person or property caused by the elements or by other tenants or
persons in said building, or resulting from steam, gas,
electricity, water, rain or snow, which may leak or flow from any
part of said buildings, or from the pipes, appliances or plumbing
works of the same, or from the street or sub-surface, or from any
other place, nor for interference with light or other incorporeal
hereditaments by anybody other than the Landlord, or caused by
operations by or for a governmental authority in construction of
any public or quasi-public work, neither shall the Landlord be
liable for any latent defect in the building.
FOURTEENTH. - No diminution or abatement of rent, or other
compensation shall be claimed or allowed for inconvenience or
discomfort arising from the making of repairs or improvements to
NO the building or to its appliances, nor for any space taken to
ABATEMENT comply with any law, ordinance or order of a governmental
authority. In respect to the various "services," if any, herein
expressly or impliedly agreed to be furnished by the Landlord to
the Tenant, it is agreed that there shall be no diminution or
abatement of the rent, or any other compensation, for
interruption or curtailment of such "service" when such
interruption or curtailment shall be due to accident, alterations
or repairs desirable or necessary to be made or to inability or
difficulty in securing supplies or labor for the maintenance of
such "service" or to some other cause, not gross negligence on
the part of the Landlord. No such interruption or curtailment of
any such "service" shall be deemed a constructive eviction. The
Landlord shall not be required to furnish, and the Tenant shall
not be entitled to receive, any of such "services" during any
period wherein the Tenant shall be in default in respect to the
payment of rent. Neither shall there be any abatement or
diminution of rent because of making of repairs, improvements or
decorations to the demised premises after the date above fixed
for the commencement of the term, it being understood that rent
shall, in any event, commence to run at such date so above fixed.
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FIFTEENTH. - The Landlord may prescribe and regulate the
placing of safes, machinery, quantities of merchandise and other
RULES, ETC. things. The Landlord may also prescribe and regulate which
elevator and entrances shall be used by the Tenant's employees,
and for the Tenant's shipping. The Landlord may make such other
and further rules and regulations as, in the Landlord's judgment,
may from time to time be needful for the safety, care or
cleanliness of the building, and for the preservation of good
order therein. The Tenant and the employees and agents of the
Tenant will observe and conform to all such rules and
regulations.
SIXTEENTH. - In the vent that an excavation shall be made
for building or other purposes upon land adjacent to the demised
premises or shall be contemplated to be made, the Tenant shall
SHORING OF afford to the person or persons causing or to cause such
WALLS excavation, license to enter upon the demised premises for the
purpose of doing such work as said person or persons shall deem
to be necessary to preserve the wall or walls, structure or
structures upon the demised premises from injury and to support
the same by proper foundations.
SEVENTEENTH. - No vaults or space not within the property
line of the building are leased hereunder. Landlord makes no
representation as to the location of the property line of the
building. Such vaults or space as Tenant may be permitted to use
VAULT SPACE or occupy are to be used or occupied under a revocable license
and if such license be revoked by the Landlord as to the use of
part or all of the vaults or space Landlord shall not be subject
to any liability; Tenant shall not be entitled to any
compensation or reduction in rent nor shall this be deemed
constructive or actual eviction. Any tax, fee or charge of
municipal or other authorities for such vaults or space shall be
paid by the Tenant for the period of the Tenants' use or
occupancy thereof.
EIGHTEENTH. - That during seven months prior to the
expiration of the term hereby granted, applicants shall be
admitted at all reasonable hours of the day to view the premises
until rented; and the Landlord and the Landlord's agents shall be
permitted at any time during the term to visit and examine them
ENTRY at any reasonable hour of the day and workmen may enter at any
time, when authorized by the Landlord or the Landlord's agents,
to make or facilitate repairs in any part of the building; and if
the said tenant shall not be personally present to open and
permit an entry into said premises, at any time, when for any
reason an entry therein shall be necessary or permissible
hereunder, the Landlord or the Landlord's agents may forcibly
enter the same without rendering the Landlord or such agents
liable to any claim or cause of action for damages by reason
thereof (if during such entry the Landlord shall accord
reasonable care to the Tenant's property) and without in any
manner affecting the obligations and covenants of this lease; it
is, however, expressly understood that the right and authority
hereby reserved, does not impose, nor does the Landlord assume,
by reason thereof, any responsibility or liability whatsoever for
the care or supervision of said premises, or any of the pipes,
fixtures, appliances or appurtenances therein contained or
therewith in any manner connected.
NO NINETEENTH. - The Landlord has made no representations or
REPRE- promises in respect to said building or to the demised premises
TATIONS except those contained herein, and those, if any, contained in
some written communication to the Tenant, signed by the Landlord.
This instrument may not be changed, modified, discharged or
terminated orally.
ATTORNEY'S TWENTIETH. - If the Tenant shall at any time be in default
FEES hereunder, and if the Landlord shall institute an action or
summary proceeding against the Tenant based upon such default,
then the Tenant will reimburse the Landlord for the expense of
attorneys' fees and disbursements thereby incurred by the
Landlord, so far as the same are reasonable in amount. Also so
long as the Tenant shall be a tenant hereunder the amount of such
expenses shall be deemed to be "additional rent" hereunder and
shall be due from the Tenant to the Landlord on the first day of
the month following the incurring of such respective expenses.
TWENTY-FIRST. - Landlord shall not be liable for failure to
POSSESSION give possession of the premises upon commencement date by reason
of the fact that premises are not ready for occupancy, or due to
a prior Tenant wrongfully holding over or any other person
wrongfully in possession or for any other reason; in such event
the rent shall not commence until possession is given or is
available, but the term herein shall not be extended.
THE TENANT FURTHER COVENANTS:
IF A FIRST TWENTY-SECOND. - If the demised premises or any part thereof
FLOOR consist of a store, or of a first floor, or of any part thereof,
the Tenant will keep the sidewalk and curb in from thereof clean
at all times and free from snow and ice, and will keep insured in
favor of the Landlord, all plate glass therein and furnish the
Landlord with policies of insurance covering the same.
TWENTY-THIRD. - If by reason of the conduct upon the demised
premises of a business not herein permitted, or if by reason of
INCREASED the improper or careless conduct of any business upon or use of
FIRE the demised premises, the fire insurance rate shall at any time
INSURANCE be higher than it otherwise would be, then the Tenant will
RATE reimburse the Landlord, as additional rent hereunder, for that
part of all fire insurance premiums hereafter paid out by the
Landlord which shall have been charged because of the conduct of
such business not so permitted, or because of the improper or
careless conduct of any business upon or use of the demised
premises, and will make such reimbursement upon the first day of
the month following such outlay by the Landlord; but this
covenant shall not apply to a premium for any period beyond the
expiration date of this lease, first above specified. In any
action or proceeding wherein the Landlord and Tenant are parties,
a schedule or "make up" of rate for the building on the demised
premises, purporting to have been issued by New York Fire
Insurance Exchange, or other body making fire insurance rates for
the demised premises, shall be prima facie evidence of the facts
therein stated and of the several items and charges included in
the fire insurance rate then applicable to the demised premises.
TWENTY-FOURTH. - If a separate water meter be installed for
WATER RENT the demised premises, or any part thereof, the Tenant will keep
the same in repair and pay the charges made by the municipality
or water supply company for or in respect to the consumption of
water, as and when bills therefor are rendered. If the demised
premises, or any part thereof, be supplied with water through a
meter which supplies other premises, the Tenant will pay to the
Landlord, as and when bills are rendered therefor, the Tenant's
proportionate part of all charges which the municipality or water
supply company shall make for all water consumed through said
meter, as indicated by said meter. Such proportionate part shall
be fixed by apportioning the respective charge according to floor
area against all of the rentable floor area in the building
(exclusive of the basement) which shall have been occupied during
the period of the respective charges, taking into account the
period that each part of such area was occupied. Tenant agrees to
SEWER pay as additional rent the Tenant's proportionate part,
determined as aforesaid, of the sewer rent or charge imposed or
assessed upon the building of which the premises are a part.
TWENTY-FIFTH. - That the Tenant will purchase from the
ELECTRIC Landlord, if the Landlord shall so desire, all electric current
CURRENT that the Tenant requires at the demised premises, and will pay
the Landlord for the same, as the amount of consumption shall be
indicated by the meter furnished therefor. The price for said
current shall be the same as that charged for consumption similar
to that of the Tenant by the company supplying electricity in the
same community. Payments shall be due as and when bills shall be
rendered. The Tenant shall comply with like rules, regulations
and contract provisions as those prescribed by said company for a
consumption similar to that of the Tenant.
TWENTY-SIXTH. - If there now is or shall be installed in
said building a "sprinkler system" the Tenant agrees to keep the
SPRINKLER appliances thereto in the demised premises in repair and good
SYSTEM working condition, and if the New York Board of Fire Underwriters
or the New York Fire Insurance Exchange or any bureau, department
or official of the State or local government requires or
recommends that any changes, modifications, alterations or
additional sprinkler heads or other equipment be made or supplied
by reason of the Tenant's business, or the location of
partitions, trade fixtures, or other contents of the demised
premises, or if such changes, modifications, alterations,
additional sprinkler heads or other equipment in the demised
premises are necessary to prevent the imposition of a penalty or
charge against the full allowance for a sprinkler system in the
fire insurance rate as fixed by said Exchange, or by and Fire
Insurance Company, the Tenant will at the Tenants' own expense,
promptly make and supply such changes, modifications,
alterations, additional sprinkler heads or other equipment. As
additional rent hereunder the Tenant will pay to the Landlord,
annually in advance, throughout the term
$_______________________, toward the contract price for sprinkler
supervisory service.
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TWENTY-SEVENTH. - The sum of Two Thousand Two Hundred
($2,200.00) Dollars is deposited by the Tenant herein with the
Landlord herein as security for the faithful performance of all
the covenants and conditions of the lease by the said Tenant. If
the Tenant faithfully performs all the covenants and conditions
SECURITY on his part to be performed, then the sum deposited shall be
returned to said Tenant with no interest
TWENTY-EIGHTH. - This lease is granted and accepted on the
especially understood and agreed condition that the Tenant will
conduct his business in such a manner, both as regards noise and
NUISANCE kindred nuisances, as will in no wise interfere with, annoy, or
disturb any other tenants, in the conduct of their several
businesses, or the landlord in the management of the building;
under penalty of forfeiture of this lease and consequential
damages.
TWENTY-NINTH. - The Landlord hereby recognizes
____________________________ as the broker who negotiated and
consummated this lease with the Tenant herein, and agrees that
if, as, and when the Tenant exercises the option, if any,
contained herein to renew this lease, or fails to exercise the
option, if any, contained therein to cancel this lease, the
BROKERS Landlord will pay to said broker a further commission in
COMMISSIONS accordance with the rules and commission rates of the Real Estate
Board in the community. A sale, transfer, or other disposition of
the Landlord's interest in said lease shall not operate to defeat
the Landlord's obligation to pay the said commission to the said
broker. The Tenant herein hereby represents to the Landlord that
the said broker is the sole and only broker who negotiated and
consummated this lease with the Tenant.
THIRTIETH. - The Tenant agrees that it will not require,
permit, suffer, nor allow the cleaning of any window, or windows,
in the demised premises from the outside (within the meaning of
WINDOW Section 202 of the Labor Law) unless the equipment and safety
CLEANING devices required by law, ordinance, regulation or rule,
including, without limitation, Section 202 of the New York Labor
Law, are provided and used, and unless the rules, or any
supplemental rules of the Industrial Board of the State of New
York are fully complied with; and the Tenant hereby agrees to
indemnify the Landlord, Owner, Agent, Manager and/or
Superintendent, as a result of the Tenant's requiring,
permitting, suffering, or allowing any window, or windows in the
demised premises to be cleaned from the outside in violation of
the requirements of the aforesaid laws, ordinances, regulations
and/or rules.
VALIDITY THIRTY-FIRST. - The invalidity or unenforceability of any
provision of this lease shall in no way affect the validity or
enforceability of any other provision hereof.
EXECUTION THIRTY-SECOND. - In order to avoid delay, this lease has
& DELIVERY been prepared and submitted to the Tenant for signature with the
OF LEASE understanding that it shall not bind the Landlord unless and
until it is executed and delivered by the Landlord.
EXTERIOR OF THIRTY-THIRD. - The Tenant will keep clean and polished all
PREMISES metal, trim, marble and stonework which are a part of the
exterior of the premises, using such materials and methods as the
landlord may direct, and if the tenant shall fail to comply with
the provisions of this paragraph, the Landlord may cause such
work to be done at the expense of the Tenant.
THIRTY-FOURTH. - The Landlord shall replace at the expense
of the Tenant any and all broken glass in the skylights, doors
and walls in and about the demised premises. The Landlord may
PLATE GLASS insure and keep insured all plate glass in the skylights, doors
and walls in the demised premises, for and in the name of the
Landlord and bills for the premiums therefor shall be rendered by
the Landlord to the Tenant at such times as the Landlord may
elect, and shall be due from and payable by the Tenant when
rendered, and the amount thereof shall be deemed to be, and shall
be paid as, additional rent.
WAR THIRTY-FIFTH. - This lease and the obligation of Tenant to
EMERGENCY pay rent hereunder and perform all of the other covenants and
agreements hereunder on part of Tenant to be performed shall in
nowise be affected, impaired or excused because Landlord is
unable to supply or is delayed in supplying any service expressly
or impliedly to be supplied or is unable to make, or is delayed
in making any repairs, additions, alterations or decorations or
is unable to supply or is delayed in supplying any equipment or
fixtures if Landlord is prevented or delayed from so doing by
reason of governmental preemption in connection with a National
Emergency declared by the President of the United States or in
connection with any rule, order or regulation of any department
or subdivision thereof of any government agency or by reason of
the conditions of supply and demand which have been or are
affected by war or other emergency.
THE LANDLORD COVENANTS
QUIET FIRST. - That if and so long as the Tenant pays the rent and
POSSESSION "additional rent" reserved hereby, and performs and observes the
covenants and provisions hereof, the Tenant shall quietly enjoy
the demised premises, subject, however, to the terms of this
lease, and to the mortgages above mentioned, provided however,
that this covenant shall be conditioned upon the retention of
title to the premises by Landlord.
ELEVATOR SECOND. - Subject to the provisions of Paragraph
HEAT "Fourteenth" above the Landlord will furnish the following
respective services: (a) Elevator service, if the building shall
contain an elevator or elevators, on all days except Sundays and
holidays, from ____________A.M. to __________P.M. and on
Saturdays from __________A.M. to __________P.M.; (b) Heat, during
the same hours on the same days in the cold season in each year.
SEE RIDER ATTAC HED 10 PAGES
And it is mutually understood and agreed that the covenants
and agreements contained in the within lease shall be binding
upon the parties hereto and upon their respective successors,
heirs, executors and administrators.
IN WITNESS WHEREOF, the Landlord and Tenant have
respectively signed and sealed these presents the day and year
first above written.
/s/ Sam Sevarese [L.S.]
-------------------------------
Sam Sevarese - Landlord
IN PRESENCE OF:
X /s/ John Rogers [L.S.]
-------------------------------
John Rogers - Vice President Tenant
GABRIEL E. MERLE
Notary Public, State of New York
No. 30-4745569 - Nassau County
Commission Expires January 31, 1996
/s/ Gabriel E. Merle [Text in original illegible]
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<PAGE>
State of New York, County of ss:
On the day of 19 , before me personally came
, to me known, who, being by me duly sworn, did depose and say that he resides
at ; that he is
of , the corporation
described in and which executed the within instrument; that he knows the seal of
said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by order of the Board of Directors of said
corporation, and that he signed his name thereto by like order.
State of New York, County of ss:
On the day of 19 , before me personally came
, to me known, who, being by me duly sworn, did depose and say that he resides
at ; that he is
of , the corporation
described in and which executed the within instrument; that he knows the seal of
said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by order of the Board of Directors of said
corporation, and that he signed his name thereto by like order.
State of New York, County of ss:
On the day of 19 , before me personally came
to me known and known to me to be the individual
described in and who executed the foregoing instrument, and duly acknowledged
that he executed the same.
State of New York, County of ss:
On the day of 19 , before me personally came
, subscribing witness to the foregoing instrument,
with whom I am personally acquainted, who, being by me duly sworn, did depose
and say, that he resided, at he time of the execution of said instrument, and
still resides, in that he is
and then was acquainted with , and knew
to be the individual described in and
who executed the foregoing instrument; and that he, said subscribing witness,
was present and saw execute
the same; and that he, said witness, thereupon at the same time subscribed his
name as witness thereto.
BUILDING__________________________________
Premises__________________________________
==========================================
Sam Savarese Landlord
to
AMERICAN MEDICAL ALERT CORP., Tenant
John Rogers
==========================================
LEASE
=========================================
GUARANTY
In consideration of the letting of the premises within mentioned to the
Tenant within named, and of the sum of One Dollar, to the undersigned in hand
paid by the Landlord within named, the undersigned hereby guarantees to the
Landlord and to the heirs, successors and/or assigns of the Landlord, the
payment by the Tenant of the rent, within provided for, and the performance by
the Tenant of all of the provisions of the within lease. Notice of all defaults
is waived, and consent is hereby given to all extensions of time that any
Landlord may grant.
Dated, 19
________________________________L.S.
STATE OF COUNTY OF ss:
On this day of , 19 , before me
personally appeared
to me known and known to me to be the individual described in and who executed
the foregoing instrument, and duly acknowledged to me that he executed the same.
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<PAGE>
RIDER TO LEASE DATED, 1995
BETWEEN SAM SAVARESE, as LANDLORD
and AMERICAN MEDICAL ALERT CORP. as TENANT
PREMISES: FIRST FLOOR
169-10 CROCHERON AVENUE
FLUSHING, NEW YORK 11358
TO THE EXTENT THAT THERE MAY BE ANY CONFLICT OR INCONSISTENCY BETWEEN ANY
PROVISION OF THIS RIDER AND ANY PROVISION CONTAINED IN THE MAIN BODY OF THIS
LEASE, THE PROVISION IN THIS RIDER SHALL GOVERN.
________________________________________________________________________________
36. TERM AND RENT
The three (3) year term of this Lease shall commence as of July 1, 1995
and end on June 30, 1998 (unless sooner terminated in accordance with the terms
hereof) and Tenant shall pay rent for the demised premises during said term as
follows:
TERM MONTHLY RENT ANNUAL RENT
---- ------------ -----------
July 1, 1995 - June 30, 1996 $1,100.00 $13,200.00
July 1, 1996 - June 30, 1997 $1,155.00 $13,860.00
July 1, 1997 - June 30, 1998 $1,212.75 $14,553.53
37. ADDITIONAL RENT:
All costs and expenses which Tenant assumes or agrees to pay pursuant
to this Lease shall at Landlord's option be treated as additional rent and, in
the event of non-payment, Landlord shall have all the right and remedies herein
provided for the case of non-payment of rent or of a breach of condition. If
Tenant shall default in making any payment required to be made by Tenant (other
than the payment of rent required by ARTICLES First and 36 of this Lease), or
shall default in performing any term, covenant or condition of this Lease on the
part of tenant to be performed which shall involve the expenditure of money by
tenant, Landlord at Landlord's option may, but shall not be obligated to, make
such payment or, on behalf of Tenant, expend such sum as may be necessary to
perform and fulfill such term, covenant or condition, at the maximum legal rate
of interest per annum form the date of such expenditure, shall be and be deemed
to additional rent, in addition to fixed rent, and shall be repaid by Tenant to
Landlord, on demand, but no such payment of expenditure by Landlord shall be
deemed a waiver of Tenant's default nor shall it affect any other remedy of
Landlord by reason of such default.
38. FUEL & UTILITIES:
The Landlord agrees to pay on hundred (100%) percent of all charges for
fuel used in or upon the demised premises; however, Tenant shall be responsible
for the payment of all charges for electricity, gas and water used in or upon
the demised premises. Tenant acknowledge that the heating system shall be
Landlord's responsibility to maintain (and replace if necessary) said systems at
Landlord's own cost and expense, unless such maintenance or replacement is
caused or necessitated by the act or negligence of Tenant, its agents,
contractors servants, employees licensees or invitee.
Furthermore, within 45 days after Landlord request, Tenant shall
furnish Landlord with copies receipted utility bills for the prior month (or
applicable billing period) or cancelled checks evidencing payment of said bills.
In no event shall Landlord be responsible for providing services and/or
for the payment of charges for water at the demised premises.
Landlord shall not in any way be liable or responsible to Tenant for any loss,
damage or expense which Tenant may sustain or incur if either the quantity or
character of electric services or other utility services is changed or is no
longer available suitable for Tenant's requirements.
Interruption or curtailment of such service shall not constitute a
constructive or partial eviction nor entitle Tenant to any compensation or
abatement of rent. Tenant covenants and agrees that at all times its use of
electric current shall never exceed the capacity of the existing feeders to the
building or the risers or wiring installation. Tenant shall make no alteration
or addition to the electrical, heating, air conditioning gas or water equipment
without the prior written consent of Landlord.
39. INSURANCE:
(a)The Tenant agrees, at its own cost and expense, to maintain in full
force and effect during the term hereof and any extension or renewal thereof
(and any period prior to the commencement of the term following the Tenant's
entry) with respect to the demised premised, and the tenant's and any and all
other occupant's business therein or therefrom, a policy of comprehensive
general public liability insurance with minimum single combined limits of
liability in the amount of ONE MILLION ($1,000,000.00) DOLLARS for the injury or
death to one or more than one person. THREE HUNDRED THOUSAND DOLLARS for damage
to property inclusive of sidewalk and parking facilitates; and policy insuring
against business interruption to the extent of six (6) months rent to be
determined in accordance with the applicable Annual Rent set forth in ARTICLE 36
above. In addition, Tenant will, at Tenant's expense maintain Workman's
Compensation insurance with respect to the demised premises if required in
accordance with applicable law. In addition, Tenant agrees to produce and
maintain a policy of standard plate glass insurance for the demised premises.
(b) The Tenant shall obtain fire insurance in the minimum amount
of $200,000.00.
Simultaneously with the execution hereof, a duplicate original or
certificate of each policy of such insurance shall be furnished to Landlord.
Such policy or policies shall be written by an insurance company or companies
authorized to do business in the State of New York. Landlord shall be named as
an insured in each such poiicy as its interest may appear. In or on each such
policy, company, clauses or endorsements to the effect that except upon thirty
(30) days' prior written notice to Landlord, such policies shall be
non-cancelable and the
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<PAGE>
amount of insurance subrogation against Landlord on any claim that Tenant or any
other party having an interest in such policy of the proceeds thereof may have
against Landlord.
40. REPAIRS:
(a) Notwithstanding anything contained herein to the contrary, during
the term hereof, Tenant shall make all non-structural repairs required to
maintain the interior of the demised premises in good order and condition.
Landlord shall not be liable to Tenant, or any other occupant of the demised
premises, for the damages resulting from any failure by Tenant to repair or
maintain the demised premises as required by Tenant by this paragraph. Landlord
shall not be obligated to perform any repairs or maintenance upon the demised
premised, other than structural repairs which are not caused or necessitated by
the act or negligence or Tenant, its agents, contractors, servants, employees,
licensees or invitee.
(b) Tenant covenants that no waste shall be committed or suffered upon
or to the demised premises, including the exterior and agrees, at its own cost
and expense, to repair and maintain the demised premises, including taking care
of graffiti and all fixtures, appurtenances, alterations, additions and
improvements in and to the demised premises in good order and condition,
including without limitation all doors, windows, window glass, floor covering
and interior wall, as well as the plumbing, heating, electrical facilities and
appliances in or on the demised premises.
(c) Tenant shall be responsible for keeping the demised premises and
its adjacent sidewalks and parking lot, if any, clean and frees of debris, snow
and ice, etc.
(d) In the event Tenant shall fail to make the necessary repairs to the
demised premises as required by this Lease, or maintain the demised premises as
required by this lease, then in that event, Landlord shall have the right, but
shall not be obligated, to come upon the demised premises to make such repairs
and/or maintenance and charge the cost thereof to tenant together with the
charge for its services for having performed the work on behalf of the tenant.
Such costs and charges shall be deemed additional rent and shall be due with the
next installment of rent due thereafter. Any such performance by Landlord on
behalf of Tenant shall not be deemed a waiver by Landlord of such default by
Tenant.
41. MORTGAGE SUBORDINATION:
This lease shall be subject and subordinate at all times to the lien of
the mortgages now on the demised premises and to all advances made or hereafter
to be made upon the security thereof, and subject and subordinate to the lien of
any mortgage or mortgages hereafter placed on the demised premises. Tenant will
execute and deliver such further instrument or instruments subordinating this
Lease to the lien of any such mortgage or mortgages as shall be desired by any
mortgagee or proposed mortgagee. Tenant hereby appoints Landlord as
attorney-in-fact of Tenant, irrevocably, to execute and deliver any such
instrument or instruments for Tenant.
Tenant shall furnish, upon demand from any such mortgagee or proposed
mortgagee, its financial statement suitable for presentation to a duly
accredited lending institution in order to assist Landlord in obtaining a
mortgage against the premises if which the demised premises form a part. In the
event said mortgagee shall require further information, Tenant shall promptly
furnish such information, if same is available.
42. ESTOPPEL CERTIFICATE:
Within ten (10) days after request therefor by the Landlord, Tenant
shall deliver in recordable form a certificate to Landlord or to any proposed
mortgagee or purchaser certifying that this lease is in full force and effect
and that there are no defenses or offsets to any rent payments hereunder, or
stating those defaults or claims asserted by Tenant against Landlord. Such
certificate shall be furnished without charge.
43. ATTORNMENT:
Tenant agrees that if by reason of default on the part of Landlord
herein under any ground or underlying lease or mortgage or leasehold mortgage
affecting Landlord's interest, a ground or underlying lessor or mortgagee or
leasehold mortgagee shall enter into and become possessed of the real property
of which the demised premises from a part, or any part or parts of such real
property, either through possession or foreclosure action or proceedings, or
either through the issuance and delivery of a new ground or underlying lease for
said premises, then, if this Lease is in full force and effect at such time,
Tenant shall attorn to such lessor, mortgagee or leasehold mortgagee, as its
Landlord. In such event, such lessor, mortgagee or leasehold mortgagee shall not
be liable to Tenant for any defaults theretofore committed by Landlord and not
such default shall give rise to any of offset or deduction against the rents
payable under this Lease to such lessor, mortgagee or leasehold mortgagee.
44. LANDLORD'S WORK:
Landlord shall have no obligation to decorate the demised premises or
to make any installations, alterations, improvements or additions of any kind to
adapt or equip the demised premises for the use provided for and contemplated by
this Lease which shall be the sole responsibility of Tenant.
45. ALTERATIONS:
Tenant shall not make any alterations, additions or improvements to the
demised premises without Landlord's prior written consent.
All alterations, decorations, installations, additions or improvements upon the
demised premises made by either party, including without limitation all
paneling, decorations, partitions, railings, floors, galleries and the like,
shall, unless Landlord elects otherwise (which election shall be made by written
notice to Tenant not less than thirty (30) days prior to the expiration or other
termination of this Lease) become the property of Landlord, and shall remain
upon, and be surrendered with, said premises as a part thereof at the end of the
term. At the expiration of the term hereof, Tenant shall be entitled to remove
all removable trade fixtures at its own cost and expense, provided said fixtures
have not become affixed to the demised premises and further provided Tenant
restores the demised premises to its original condition. In the event Landlord
shall elect to have all or any such alterations, decorations, installations,
additions or improvements removed by Tenant as set forth above, then such
alterations, decorations, installations, additions or improvements as landlord
shall select, shall be removed by Tenant at Tenant's expense and Tenant shall
restore the demised premises to its original condition, at its own cost and
expense, at or prior to the expiration of the term.
46. INDEMNITY:
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<PAGE>
Tenant agrees to indemnify and hold Landlord harmless form and against
any and all claims by or on behalf of any person or persons, firm or firms,
corporation or corporations arising form any work or thing whatsoever done by or
on behalf of Tenant in or about the demised premises and will further indemnify
and hold Landlord harmless form and against any and all claims arising from any
breach or default on the part of Tenant to be performed pursuant to the terms of
this Lease, or arising from any act or negligence of Tenant, or any of its
agents, contractors, servants employees, licensees or invitee, and from and
against all cost, reasonable attorney's fees, expenses and liabilities incurred
in or about any such claim or action or proceeding be brought against Landlord
by reason of any such claim, Tenant, upon notice form Landlord, covenants to
resist or defend, at Tenant's expense, such action or proceeding by counsel
reasonably satisfactory to landlord.
47. EXCULPATORY CLAUSE:
Not withstanding anything contained herein to the contrary, Tenant
shall look solely to the estate and property of Landlord in the land and
building of which the demised premises form a part for the satisfaction of
Tenant's remedies for the collection of a judgment of other judicial process
requiring the payment of money by Landlord as result of any negligence, default
or breach by Landlord with respect of any of the terms, covenants and conditions
or this Lease to be observed and/or performed by Landlord, and not other
property or assets of Landlord or any or its individual partners shall be
subject to levy, execution or other enforcement procedure for the satisfaction
of Tenant's remedies.
48. INVOLUNTARY ASSIGNMENT:
Notwithstanding any provision herein contained to the contrary,
Landlord shall not be required to consent to any involuntary assignment of this
Lease or of the interest of Tenant in this Lease by operation of law. Each of
the following acts shall be considered an involuntary assignment:
(a) If Tenant is or becomes bankrupt or insolvent or is a
debtor-in-possession under any insolvency statute, such as "Chapter XI"
proceedings under the Bankruptcy Act, or where Tenant makes an assignment for
the benefit of creditors or institutes a proceeding under the Bankruptcy Act in
which Tenant is a bankrupt or a debtor or a debtor-in-possession, or if any
proceeding is instituted against Tenant under the Bankruptcy Act which is not
dismissed within sixty (60) days' or if Tenant a partnership or consists of more
than one person or entity is or becomes bankrupt or insolvent or makes an
assignment for the benefit of creditor, or in the event any court, court
officer, referee, judge, trustee or judicial officer attempts to assign or offer
the subject Lease for sale at auction or otherwise; or
(b) If a writ of attachment or execution is levied on this
Lease; or
(c) If, in any proceeding or action to which Tenant is a
party, a receiver is appointed with authority to take possession of the demised
premises.
Any such involuntary assignment shall constitute a default by Tenant
hereunder, and Landlord shall have the right to terminate this Lease, in which
case this Lease shall not be treated as an asset of Tenant. Any such termination
shall be made by Landlord in writing sent to Tenant by certified mail, return
receipt requested.
Ten (10) days after notifying Tenant of such termination, Landlord
shall be entitled to immediate possession of the demised premises and may
institute summary proceedings against Tenant or may take other suitable
proceeding or action to obtain possession thereof.
49. DEFAULT:
(a) Non-payment of rent or any other breach of this Lease by Tenant
shall be the basis for summary proceedings and Tenant by signing this Lease or
assuming the obligations thereunder through assignment of otherwise hereby
consents to the jurisdiction of any court to immediately dispossess Tenant in
such summary proceedings.
If Landlord shall be compelled to institute an action or summary
proceedings against Tenant based upon a default hereunder by Tenant, then Tenant
shall be liable to Landlord for any expenses incurred by Landlord as a result
thereof, including but not limited to costs, disbursements and reasonable
attorney's fees. The amount of any such expenses shall be deemed to be
"additional rent" hereunder and shall be due form Tenant to Landlord on the
first day of the next month following the expenditure of such sums by Landlord.
(b) If the demised premises shall be vacated or abandoned, or in the
event of a cancellation or termination hereof either by operation of law or by
the issuance of a dispossess warrant or by the service of a notice of
termination based on a default of Tenant as herein provided, Tenant shall,
nevertheless, remain and continue liable to Landlord in a sum equal to all fixed
rent and all additional rent herein reserved for the balance of the term herein
originally granted; and Landlord may re-enter the demised premises, using such
force for that purpose as may be necessary without being liable to any
prosecution for said re-entry or the use of such force, and Landlord may repair
or alter the demised premises in such manner as Landlord may deem necessary or
advisable, and/or let or relet the demised premises or any or all parts thereof
for the whole or any part of the remainder of the original term hereof or whole
or any of the remainder of the original term hereof or for a longer period in
Landlord's mane or as the agent of tenant, and, out of any rent so collected or
received, Landlord shall first pay to itself the expense or cost or retaking,
repossessing, repairing and/or altering the demised premises and the expense of
removing all persons and property therefrom, including attorney's fees, and then
shall pay itself any cost or expense sustained in securing any new tenant or
tenants, including advertising, attorney's fees and brokerage fees, and then
shall pay to itself any balance remaining on account of the liability of Tenant
to Landlord for the sum equal to the rents and additional rents reserved herein
and then unpaid by Tenant for the remainder of the term original herein demised.
Any entry or re-entry by Landlord, whether had or taken under summary
proceedings or otherwise, shall not absolve or discharge tenant from liability
hereunder.
(c) Should any rent so collected by Landlord after deduction of the
aforementioned payments therefrom be insufficient to fully pay to Landlord a sum
equal to all fixed rent and additional rent herein reserved, the balance of such
deficiency shall be paid by Tenant on the rent days above specified, that is,
upon each of such rent days Tenant shall pay to Landlord the amount of the
deficiency then existing; and Tenant shall be and remain liable for any such
amount thereof, or a sum equal to the amount of all rent and additional rent
herein reserved, if there shall be no reletting, shall survive the issuance of
any dispossess warrant of other termination hereof bases upon a default by
Tenant and Tenant hereby expressly waives any defense that might be predicated
upon the issuance of such dispossess warrant of such termination or cancellation
of the term hereof.
(d) Suit or suits for the recovery of any such deficiency or damages,
or for sum equal to any installment of installment of rent or additional rent
payable hereunder, may be brought by Landlord from time to time at Landlord's
election, and nothing herein contained shall be deemed to require landlord to
await the date whereon this Lease of the term hereof word have expired by
limitation had there been no such default by Tenant or no such termination to
cancellation.
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<PAGE>
(e) Tenant hereby waives any and all right to recover or regain
possession of the demised premises or to reinstate or to redeem this Lease as
permitted or provided by or under any statute, law or decision now or hereafter
in force and effect.
50. WAIVER OF COUNTERCLAIM:
Tenant waives any and all rights to interpose any counterclaim in any
summary proceedings for the non-payment of rent; and any and all claims that may
be asserted by Tenant shall only be made the subject of separate action and in
such separate action, it is agreed that trial by jury is waived.
51. PERMITS:
Tenant covenants that Tenant will not use or suffer or permit any
persons to use the demised premises for any unlawful purpose and to obtain and
maintain at Tenant's sole cost and expense all licenses and permit form any and
all governmental authorities having jurisdiction of the demised premises which
may be necessary for the conduct of Tenant's business therein. Tenant further
covenants to comply with all applicable laws, resolutions, codes, rules and
regulation of any department, bureau, agency or any governmental authority
having jurisdiction over the operations, occupancy, maintenance and use of the
demised premises for the purposes set forth herein. Tenant will indemnify and
hold Landlord harmless form and against any and all claims. penalties, loss,
applicable law, rule or regulation of any governmental authority having
jurisdiction over Tenant's use and occupancy of the subject premises. Tenant
shall keep in full force and effect all necessary certificates of occupancy for
the purposes for which the demised premises are rented.
52. LIENS:
Tenant agrees not to suffer or permit, during the demised term, any
mechanic's or other lien for work, labor or services and/or materials furnished
or otherwise to attach to and become a lien upon the premises as a result of any
work done by or on behalf of Tenant. If such lien shall so attach, Tenant shall,
within thirty (30) days after notice thereof, either pay or satisfy such lien or
procure the discharge of such lien or record in such manner as may be permitted
by law. Should Tenant fail or refuse to discharge any such lien within said
thirty (30) day period, then Landlord is hereby authorized to add the amount of
such lien to any regular installment of rent thereafter becoming due as
additional rent and satisfy such lien out of such additional rent so paid or in
the event of non-payment thereof, to declare a default hereunder.
53. CONDEMNATION:
(a) If the whole of the demised premises shall be acquired or condemned
or any public or quasi-public use or purpose, this Lease and the term hereof
shall end as of the date of the vesting of title with the same effect as if said
date were the expiration date of the term. In such event the fixed rent and any
additional rent shall be apportioned as of the date of expiration or sooner
termination of this Lease.
(b) If only a part of the demised premises shall be so acquired or
condemned, then, except as otherwise provided in this paragraph, this Lease and
the demised term shall continue in force and effect but, from and after the date
of the vesting of title, the fixed rent shall be reduced in the proportion which
the area of the part of the demised premises (other than the parking lot and
sidewalk, if any) so acquired or condemned bears to the total area of the
demised premises) immediately prior to such acquisition or condemnation. If a
part of the demised premises shall be so acquired or condemned and, if by reason
of such acquisition or condemnation, Tenant no longer has reasonable means of
access to the demised premises, or cannot reasonably operate its business
thereon, Tenant, at Tenant's option, may give Landlord, within forty-five (45)
days next following the date upon which Tenant shall have received notice of
vesting or title, five (5) days written notice of termination is given by
Tenant, this Lease and the term hereof shall come to an end and expire upon the
expiration of said five (5) days with the same effect as if such date was the
date of expiration of this Lease. If a part of the demised premises shall be so
acquired or condemned and this Lease and the demised term shall not be
terminated pursuant to the foregoing provisions of this paragraph, Landlord
shall restore that part of the demised premises not so acquired or condemned to
the condition which it was in prior to such acquisition or condemnation.
Landlord shall only be liable for such restoration expenses to the extent of any
condemnation award it may receive on account thereof. In the event of the
termination of this Lease and the term hereof pursuant to the provisions of this
paragraph, the fixed rent and any additional rent shall be apportioned as of the
date of expiration or sooner termination.
(c) In the event of any such acquisition or condemnation of all or any
part of the demised premises, Landlord shall be entitled to receive the entire
award for any such acquisition or condemnation. Tenant shall have no claim
against Landlord for the value of any unexpired portion of the term. Nothing
contained in this paragraph shall be deemed to prevent Tenant form making a
claim against the condemning authority for the value of Tenant's personal
property which is compensable in law, such as trade fixtures.
54. ASSIGNMENT AND SUBLETTING:
Neither this Lease nor any portion of Tenant's interest therein shall
be assigned or sublet, without the prior written consent of Landlord which
consent shall not be unreasonably withheld or unduly delayed.
(a) Any proposed assignment or sublet must be approved by the Landlord,
and shall require Landlord's prior consent in written which consent shall not be
unreasonably withheld. A request for Landlord's consent shall be in writing
setting forth the following: (i) the names of the principals of the proposed
assignee and their home addresses; (ii) the background and experience of the
proposed assignee with respect to the use set forth in this Lease, and (iii)
evidence of financial responsibility, including such financial statements as
Landlord may require; all of the foregoing so that Landlord may be in position
to determine whether or not the requested consent should be given, it being the
intention of Landlord that the proposed assignee shall conduct business
operations on a quality standard similar to the standards of Tenant.
(b) That at the time of any such permitted assignment or sublet, Tenant
shall have complied with and performed all of the terms, covenants and
conditions of this Lease imposed upon and required to be compiled with and
performed by Tenant to the date of such assignment or sublet.
(c) In the event Tenant assigns this Lease, or sublets any portion of
the premises, such assignment of sublet shall be evidenced by and instrument in
writing duly executed and acknowledged in duplicate by the Tenant and the
assignee or subtenant as the case may be. Such assignee or subtenant shall
expressly accept and assume and agree to perform all of the terms and provisions
in this Lease contained to be kept, observed and performed by the Tenant, and an
executed duplicate original of such instrument, together with the address of the
assignee of subtenant shall be deliver to the Landlord, all before any such
assignment or sublease shall become effective. All instruments of assignment or
sublease and assumption shall be prepared by the attorney for the Landlord at
the cost and expense of the Tenant.
(d) Tenant and subsequent assignees or subtenants, notwithstanding any
such assignment or sublease and notwithstanding the acceptance of rent by
Landlord form such assignee or subtenant, shall always remain liable for the
payment of rent and additional rent hereunder
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<PAGE>
and for the performance of all of the agreements, conditions, covenants and
terms herein contained on the part of the Tenant herein to be kept, observed and
performed.
(e) The use of the premises shall be restricted to the same use set
forth herein.
(f) If the tenant is a corporation, any dissolution, merger,
consolidation or reorganization of Tenant or the sale or other transfer of more
than forty-nine (49%) percent of the capital stock of the Tenant or the sale of
any portion of the assets of the Tenant outside "the ordinary course of
business" shall be deemed an assignment under the terms of this paragraph and
subject to the requirement of Landlord's prior consent hereunder.
55. SIGNS:
Tenant is herewith permitted to erect a sign on the outside of the
demised premises advertising the conduct of Tenant's business therein, provided
however, that it be installed erected in a non-hazardous manner and further
provided that in the installation or erection thereof, Tenant does not in any
respect deface, damage or mar any portion of the demised premises. Furthermore,
Tenant shall obtain all necessary permits for such sign from any and all
municipal departments having jurisdiction thereof and shall maintain said sign
in compliance with all municipal laws and ordinances governing same. The Tenant
shall be responsible for and maintain their signs on the exterior of the
building; and repair any damage to the building; and provide the required
liability insurance for same.
56. GARBAGE:
Tenant agrees that it will be responsible for handling and disposing of
all rubbish, garbage and waste from the demised premises at the sole cost and
expense of Tenant in accordance with the regulations established by Landlord, if
any. Tenant further agrees not to permit the accumulation of any rubbish or
garbage in, on or about any part of the demised premises.
57. NOTICES:
All notices, requests, demands or other communications desired or
required to be given under any of the provisions hereof shall be in writing and
shall be deemed to have been duly given on the date mailed if sent by certified
mail, return receipt requested, addressed to Tenant at the demised and to
Landlord at 20 Eastern Concourse, Amity Harbor, New York 11701, with copies to
Landlord's attorneys, Alfonso Duarte ESQ. 199-14 24th Road, Whitestone, New York
11357 or at such other or additional addresses and the parties may designate by
such notice to the other.
58. "AS IS"
Tenant does herewith acknowledge and declare that it is full familiar
with the premises and environs, and the buildings and improvements thereon, and
accepts said premises and environs, the buildings and improvements thereon, in
an "as is" condition. Landlord makes no representation or warranty as to the
fitness, feasibility or use of the demised premises, and any violations against
the demised premises shall be removed promptly by Tenant at its sole cost and
expense.
The Landlord will provide that the plumbing, heating and electrical systems will
be in working order at the inception of this Lease.
59. NO OFFER TO LEASE:
The submission of this Lease by Landlord for execution by Tenant does
not constitute and offer by Landlord to lease the demised premises to Tenant.
This Lease shall not be effective until it has been fully executed by Landlord
and Tenant and copies and counterparts have been delivered to the prospective
parties.
60. ATTORNEY'S FEES:
In the event Landlord shall be required to commence any legal
proceeding against Tenant on account of a default of breach by Tenant under this
Lease, Tenant shall be obligated to pay to Landlord the reasonable attorney's
fees and costs incurred in such legal proceedings by Landlord and for which
Landlord shall receive final judgment.
61. CAPTIONS:
The captions are inserted only as a matter of convenience and for
reference and in no way define, limit or describe the scope or intent of this
Lease nor in any way affect this Lease.
62. ENTIRE AGREEMENT BETWEEN PARTIES:
This Lease contains the entire agreement and understanding between the
parties with respect to the subject matter hereof, supersedes all prior
agreements between said parties with respect to the subject matter hereof and
cannot be amended or modified except by written agreement signed by all of the
parties hereto.
63. SEVERABILITY:
The unenforceability, invalidity or illegality of any provision of this
Lease shall not render the other provisions unenforceable, invalid or illegal.
64. SUCCESSORS:
This Lease shall be binding on and insure to the benefit of the parties
hereof and their legal representatives, successors, heirs and assigns.
65. LATE CHARGES:
In the event that any rent or additional rent payment hereunder is not
received by Landlord on or before the tenth (the) day after such payment is due
under the Lease, Tenant agrees to pay Landlord a late payment fee of five (5%)
percent of the payment so overdue. Such late payment fee shall be paid together
with the said overdue payment of rent or additional rent. Such late payment fee
is not is a penalty but is a
-10-
<PAGE>
mutually agreed upon administrative charge of defray the expenses incurred by
Landlord on account of such late payment. Acceptance of such late payment fee
shall not be deemed a waiver of Landlord's right to declare a default under this
Lease for non-payment.
In addition, Tenant shall pay Landlord a fee of FIFTY ($50.00) DOLLARS
for each check of Tenant given to Landlord which is returned unpaid by
Landlord's bank to defray the expenses incurred by Landlord as a result of such
returned check.
66. SECURITY DEPOSIT:
At all times during the term of this Lease, Tenant shall maintain on
deposit with Landlord a sum equal to two (2) months' rent (as per the rent
schedule set forth in Article 36 above) as security for the due and faithful
payment, as herein provided, of the rent, additional rent, charges and damages
payable by Tenant under this Lease or pursuant to law and for the due and
faithful payment herein provided, of the rent, additional rent, charges and
damages payable by Tenant under this Lease or pursuant to law and for the due
and faithful keeping, observance and performance of all the other covenants,
agreements, terms, provisions and conditions of this Lease on the part of Tenant
to be kept, observed and performed if at any time shall be in default of any
payment of any such rent or in the keeping, observance or performance of any
such other covenant, agreement, term provision or condition, Landlord may at its
option apply the security so on deposit with Landlord to the payment of any such
rent or to the payment of the costs incurred by Landlord in curing such default.
If as a result of any such application of all or any part of such security, the
amount of security so on deposit with Landlord shall be less than two (2)
months' current rent tenant shall forthwith deposit with Landlord cash in an
amount equal to the deficiency. If at the expiration of the term of this Lease,
Tenant shall not be in default in the payment of such rent, additional rent,
charge of damage or in the keeping observance or performance of any such other
covenant, agreement observance or performance of any such other covenant,
agreement, term, provision or condition of this Lease, then Landlord shall,
within a reasonable time after the expiration of said term, return said
security, if any, then on deposit with Landlord to Tenant pursuant to this
Article 66.
In the event of transfer of Landlord's interest in the premises, Landlord shall
have the right to transfer the security to the transferee and Landlord shall,
without any further agreement between the parties, thereupon by released by
Tenant form all liability for the return of such security; and Tenant agrees to
look to the new Landlord solely for the return of said security; and it is
agreed that the provisions hereof shall apply to every transfer of assignment
make of the security to a new Landlord. Tenant further covenants that it will
not assign or encumber of attempt to assign to encumber said security or any
part thereof and that neither Landlord nor its successors or assigns shall be
bound by any such assignment, encumbrance, attempted assignment or attempted
encumbrance. If the security deposit earns any interest it shall be for the
Landlord's benefit in order to defray the expenses of maintaining such account.
Any failure or refusal on the part of Tenant, its successors or assigns
to timely make said security deposits required hereunder shall be deemed to be a
material default of the terms of this Lease.
67. The Landlord agrees to give the Tenant an option to renew the lease for a
period of FIVE (5) years with the acceptance of the terms by both parties, which
are to be negotiated. This provision shall not apply if the Landlord desires to
sell the building or utilize leased space for themselves. The Tenant shall give
written notice, by certified mail, return receipt requested, of at least 90 days
prior to the expiration of the Lease.
68. The Landlord shall allow the Tenant to utilize front portion of the basement
to the beginning of the storage box and area under the stairs for storage only.
The space between the storage box and the stairs shall be kept open and clear.
The remainder of the basement shall be for the Landlord's use. The Landlord
shall have accessibility to the basement.
69. The Tenant is responsible for the installation and maintenance
of their antenna and any damages caused by same.
IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
this Agreement as of the day and year first written above.
/s/ Sam Savarese
------------------------------------------
SAM SAVARESE, Landlord
X/s/ John Rogers
------------------------------------------
AMERICAN MEDICAL ALERT CORP.
by John Rogers - Vice President
GABRIEL E. MERLE
Notary Public, State of New York
No. 30-4745569 - Nassau County
Commission Expires January 31, 1996
/s/Gabriel E. Merle
---------------------------
-11-
Mailed Lease 6/16/92
LEASE
This Lease made June June 16, 1995 between LaGrange State
Bank, as trustee under Trust #4812, of the Village of LaGrange, in the County of
Cook and State of Illinois, hereinafter called "Landlord" and American Medical
Alert Corporation, hereinafter called "Tenant".
PREMISES
Room 103 and 105 in the ofice Building located at the commonly
know address of: 475 West 55th. Street, Contryside Illinois.
TERM
Comprising of office space on the first floor of said Building
for a term of (2) two years, commencing July 10th 1995 and ending July 9, 1997.
RENT
1. - The Tenant shall pay to the Landlord as rent for the
Premises the sum of One thousand two hundred and fourty dollars ($1,240.00 in
advance on the first day of each month during the term. Rental payment as to be
made to Landlord at 8649 Heather Drive, Burr Ridge, Ill. 60521, or as
designated.
2. - The Landlord warrants and represents that neither the
present use of the Building, nor the use of the Premises as a business office is
in violation of any law, order, ordonance, requirement or regulation of any
governmental authority, and it covenants that it shall maintain the premises in
connection with any duty imposed upon it under the terms of the Lease and under
any other agreement, in such a manner so as to comply with all present and
future laws, orders, ordonances, requirements and regulations of all
governmental authorities affecting the Premises.
TENANT'S USE
3. - The Tenant shall use and occupy the Premises as a business and for the
normal and customary uses of operating.
SUBLETTING AND ASSIGNMENT
4. The Tenant shall not sublet the premises or any part
thereof, nor assign this Lease, without the prior written consent of the
Landlord, which consent shall not unreasonably be withheld by the Landlord.
-1-
<PAGE>
END OF TERM
5. The Tenant shall, at the expiration of the term, or any
renewal or extension thereof, surrender the Premises in as good condition as the
time of the initial possession is delivered to Tenant, except for ordinary wear
and tear.
SERVICES
6. The Tenant shall pay its electric and heating bills,
however, as part of the consideration for the payment of the rent above
specified, the Landlord, at its own cost expense, shall furnish, supply and
properly maintain for the Tenant the following services, utilities and
equipment;
(a) Heating System
(b) Air Conditioning System
(c) Hot and Cold Water
(d) Adequate Parking for Tenant and Staff
(e) General Security
REPAIRS
7. The Landlord shall, at its sole cost and expense, make all
repairs in and to the building and Premises, except when the disrepair
(exclusive of any disrepair resulting from fire, smoke or explosion) is directly
attributable to the negligence of the Tenant, its servants, agents or employees.
In the event breakdown or needed repairs to Premises and equipment herein
referred to, the Tenant shall notify the Landlord or its agent of such breakdown
or needed repairs and the Landlord shall immediately cause such repair and or
replacement to be made; however, should the Landlord fail to begin to make
repairs and or replacements as are necessary to correct such condition within
ten (10) days from the date of notice (except that in the event of a breakdown
in the heating or air conditioning system or any condition requiring repairs of
any emergency nature, the period shall instead be limited to two (2) days). The
Tenant may, but shall not be obligated to do so, cause such repairs and/or
replacements to be made and the cost thereof shall be paid to the Tenant by the
Landlord upon demand or at the option of the Tenant to be deducted from the rent
payable. The tenant shall permit the Landlord and authorized representatives of
the Landlord to enter the Premises at times convenient to the tenant and upon
reasonable notice to the Tenant (except in case of emergency) for the purpose of
inspecting, making any repairs and performing any work therein as may be
necessary for the Landlord to comply with the provisions of this Article.
Landlord, in the performance of any such work, shall cause as little
inconvenience, annoyance, disturbance or damage to the Tenant as may reasonably
be possible under the circumstances.
-2-
<PAGE>
ALTERATION
8. The Landlord does hereby agree that the Tenant, at its own
expense, may rearrange the Premises from time to time as may, in the opinion of
the Tenant, be necessary; provided, however, that any such rearrangement shall
not adversely affect the structural soundness of the Building. The Landlord
further agrees that at the end of the term or any renewal thereof the Tenant may
quit or surrender the Premises as rearranged subject, only to the provisions of
Article 5 hereof. It is expressly agreed that the Tenant may securely attach to
the premises, with screws or otherwise, such fixtures or other articles as may
be convenient for the conduct of its business, including but not limited to,
desks, counters, partitions, shelving, lighting, fixtures and safes. Said
fixtures may be maintained during the continuance of the term and any renewal or
extension thereof, and all such installed by the Tenant shall remain the
personal property of the Tenant and at its election may be removed by the Tenant
at, or prior to, the expiration of the term or a renewal or extension thereof,
provided that the Tenant shall repair any damage caused by such removal.
DAMAGE OR DESTRUCTION
9. In case of the total destruction of the Building or of the
premises by any cause whatsoever either during the term or prior thereto, or
during any renewal or extension period, or in the case of such partial
destruction thereof as to render the Premises wholly untenantable and unfit for
the Tenant's occupancy, then in any such event, the term shall cease and
terminate as of the date of such damage of destruction, and the rent, including
rents paid in advance, shall be adjusted and apportioned as of such damage or
destruction; provided, however, that should the Premises be capable of
restoration to its previous good tenantable condition within sixty (60) days
from the happening of such damage, the Landlord shall enter and at its sole cost
and expense repair the same with all reasonable speed, and the Lease shall
continue in full force and effect, but no rent shall accrue after said damage
until such time as the repairs shall have been completed. Delay of more than
fifteen (15) days by the Landlord in commencing repairs in a case in which the
Premises are capable of restoration within sixty (60) days, shall entitle the
Tenant to declare the Lease terminated as of the date of the happening of such
damage. In the event of the partial destruction of the Premises not rendering
the Premises wholly untenantable by any cause whatsoever, the Premises shall be
immediately repaired or restored by and at the sole cost and expense of the
Landlord and the rent, until the completion of such repairs or restoration,
shall abate in proportion to the area of Premises which is unusable by the
Tenant.
The Landlord expressly warrants that it has and will maintain
sufficient insurance to carry out the terms of the lease.
-3-
<PAGE>
INSURER'S LIABILITY
10. The Landlord hereby expressly releases and discharges the
Tenant, its servants, agents and employees, from any claim or cause of action
for any loss or damage whatsoever resulting from any fire, smoke or explosion in
the Building or the Premises it being the intention of the parties that the
Landlord shall look only to its insurance carrier for payment of such loss.
EXTERIOR MAINTENANCE
11. The Landlord shall maintain in good repair and keep clean
the parking area, and all driveways and walks in front of or adjacent to the
building, and shall promptly remove all ice and snow therefrom, and the Landlord
does hereby agree to indemnify and hold the Tenant harmless from all loss,
damage or claim arising out of the Landlord's failure in this regard.
12. So long as the Tenant shall perform and observe all the
covenants, agreements and undertakings of this Lease on the Tenant's part to be
performed and observed, the Tenant shall have quiet peaceful and uninterrupted,
use and enjoyment of the premises.
CONDEMNATION
13. In the event of the partial condemnation of the Building
or the parking area, the Tenant shall have the option to cancel the Lease
effective as of the date governmental authority takes physical possession of the
property.
SIGNS
14. - Permission is given the Tenant to letter its entry door
to its specific premises with its name. No exterior sign or window lettering
shall be permitted on the property without prior written consent of the
Landlord. The Landlord shall erect a marquis announcing the address of the
Buulding.
15. - At the termination of this lease Tenant will yield up
immediate possession of the premises to Landlord, in good condition and repair,
loss by fire, smoke or casualty, and ordinary wear and tear excepted, and will
return the keys therefor to Landlord at the place of payment of rent. If Tenant
retains possession of the premises or any part thereof after termination of the
term by lapse of time or otherwise, said possession shall be considered a
tenancy at sufferance of $120.00 per day for the time Tenant remains in
possession., Tenant shall also pay to Landlord all damages sustained by Landlord
resulting from retention of possession by tenant. The provisions of this
paragraph shall not constitute a waiver by Landlord of any right of reentry as
herein after set forth nor shall receipt an any rent or any other act in
apparent affirmance of tenancy operate as a waiver of the right to terminate
this Lease for a breach of any of the covenants herein.
-4-
<PAGE>
SECURITY DEPOSIT
16. - Tenant shall pay a security deposit in the sum of
$1,240.00 at the time of payment of the first month's rent under this Lease,
which said security deposit shall be retained by the Landlord until the
expiration of this Lease by lapse of time or otherwise. Upon vacation of the
Premises the Landlord shall examine the premises and if in good condition,
ordinary wear and tear excepted, Landlord shall return said security deposit to
Tenant. If Premises are damaged by Tenant, Landlord shall use said security
deposit to repair such damage, at which time the balance of said security
deposit if any, shall be returned to Tenant.
OPTION
17. - If Tenant is in good standing and has met all the terms,
conditions and covenants of this Lease, Tenant shall have an option to extend
this Lease for 2 years, starting July 1st. 1997. Tenant shall give written
notice to Landlord not less than four months prior to the expiration of term of
Tenant's intent to exercise the option, said notice to be sent Registered or
Certified Mail. Return receipt requested. In the event that Tenant exercise the
option, the rent shall be raised or lowered in accordance with the cost of
living index of the Federal Government in the same proportions said index is
raised or lowered in comparing the period of the initial, year of this Lease and
the date sexty days prior to the commencement of the extension.
PRONOUNS
18. - The use of the neuter singular pronoun in referring to
the Landlord shall, nevertheless, be deemed a proper reference even though the
Landlord may be an individual, a trustee, a corporation, a partnership or a
group of two or more individuals or corporation.
ENTIRE AGREEMENT
19. - This Lease embodies the entire agreement between the
parties.. There are no Promises, terms, conditions, obligations referring to the
subject matter other than those contained herein. There may be no modification
on this Lease, except in writing executed with the same formalities as this
Lease.
-5-
<PAGE>
GM
JAY FOR File
CAPTIONS
20. - The captions are inserted only as a matter of convenience
and for reference and in no way define limit or describe the scope of this
Lease nor the intent of any provisions thereof.
LAGRANGE STATE BANK
AS TRUSTEE UNDER TRUST #4812
BY LESSEE /s/ Wilfred L. Mossey BY LESSOR /s/ Madeleine Bibea
----------------------
(Authorized Company Officer)
-6-
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement Nos.
33-48385, 33- 48297, and 33-91806 of American Medical Alert Corp. on Form S-8 of
our report dated March 3, 1995 appearing in this Annual Report on Form 10-KSB of
American Medical Alert Corp. for the year ended December 31, 1995.
/s/ Deloitte & Touche LLP
- -------------------------
DELOITTE & TOUCHE LLP
New York, New York
March 27, 1996
Independent Auditors' Consent
We consent to the incorporation by reference in Registration Statement Nos.
33-48385, 33-91806, and 33-48297 of American Medical Alert Corp. on Form S-8 of
our report dated February 23, 1996 appearing in this Annual Report on Form
10-KSB of American Medical Alert Corp. for the year ended December 31, 1995.
MARGOLIN, WINER & EVENS LLP
Garden City, New York
March 27, 1996
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<CIK> 0000700721
<NAME> AMERICAN MEDICAL ALERT CORP.
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 319,989
<SECURITIES> 0
<RECEIVABLES> 1,266,938
<ALLOWANCES> 30,000
<INVENTORY> 1,116,810
<CURRENT-ASSETS> 2,877,046
<PP&E> 4,785,755
<DEPRECIATION> 1,937,646
<TOTAL-ASSETS> 5,750,042
<CURRENT-LIABILITIES> 688,743
<BONDS> 458,949
0
0
<COMMON> 55,047
<OTHER-SE> 4,352,303
<TOTAL-LIABILITY-AND-EQUITY> 5,750,042
<SALES> 889,256
<TOTAL-REVENUES> 6,177,302
<CGS> 545,231
<TOTAL-COSTS> 2,371,267
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 55,694
<INCOME-PRETAX> 1,327,736
<INCOME-TAX> 586,000
<INCOME-CONTINUING> 741,736
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 741,736
<EPS-PRIMARY> 0.13
<EPS-DILUTED> 0
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