<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended: June 30, 1997
Commission file number 0-1739
------
MADISON BANCSHARES GROUP, LTD.
(Exact Name of Small Business Issue as Specified In Its Charter)
Pennsylvania 23-2512079
------------ ----------
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
1767 Sentry Parkway West, Blue Bell, PA 19422
(Address of principal executive offices) (Zip Code)
(215) 641-1111
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since
last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the past 12 months (or for such shorter periods 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
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the Issuer's classes
of common stock, as of the latest practicable date.
1,044,033 shares of Issuer's Common Stock, par value $1 per share, issued
and outstanding as of August 6,1997.
<PAGE>
PART 1
ITEM 1 - FINANCIAL STATEMENTS
SEE ANNEX A
1
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
This report contains "forward-looking" statements. Madison Bancshares
Group, Ltd. is including this statement for the express purpose of
availing itself of the protections of the safe harbor provided by the
Private Securities Litigation Reform Act of 1995 with respect to all
such forward-looking statements. Examples of forward-looking
statements include, but are not limited to (a) projections of changes
in capital-to-assets ratio, (b) statements of plans and objectives of
the Company or its management or Board of Directors, (c) statements of
future economic performance and (d) statements of assumptions
underlying other statements and statements about the Company or its
business.
Presented herein are the results of operations of Madison Bancshares
Group, Ltd. (the "Company") and its wholly owned subsidiary, The
Madison Bank (the "Bank"), for the quarters ended June 30, 1997 and
1996, respectively.
CAPITAL RESOURCES
The total number of shares of common stock outstanding on June 30,
1997 was 1,044,033 as compared to 971,360 at December 31, 1996. On
February 20, 1997, 72,673 shares of common stock were issued pursuant
to a 7-1/2% stock dividend declared on January 21, 1997. The book
value per share of the Company's common stock at December 31, 1996 was
$7.64 and $7.95 per share at June 30, 1997, as adjusted for the stock
dividend.
During the six month period, January 1, 1997 to June 30, 1997, the
Bank's total assets increased by approximately $8,200,000. or
approximately 8% to $114,185,147.
The chart below depicts various capital ratios applicable to state
chartered Federal Reserve member banks and compares the Bank's actual
ratios at June 30, 1997 and December 31, 1996, respectively, which
exceeded the levels required for a bank to be classified as
well-capitalized.
Regulatory Actual Actual
Ratio Minimum 12/31/96 6/30/97
----- ---------- -------- -------
Qualifying Total Capital to
Risk Weighted Assets................ 8.0% 10.09% 10.55%
Tier 1 Capital, net of intangibles
to Risk Weighted Assets............. 4.0% 9.08% 9.44%
Tier 1 Leverage Ratio of Capital to
Total Adjusted Average Assets....... 4.0% 8.37% 7.55%
2
<PAGE>
The Company's capital-to-assets ratio decreased from 7.52% as of
December 31, 1996 to 7.27% as of June 30, 1997. The decrease in the
capital-to-assets ratio for the six months and quarter ended June 30,
1997, was attributable to the growth of assets at a faster rate than
retained earnings. Management anticipates that its capital-to-assets
ratio will decline in future periods as the Company's assets continue
to grow. The Company's average return on equity as of December 31,
1996, was 7.04%; and its return on average assets was .61%. As of
June 30, 1997, the Company's average return on equity was 8.03% and
its return on average assets was .59%.
LIQUIDITY
The Bank's Asset/Liability Management Committee, comprised of the
members of the Bank's Executive Committee and its Treasurer, are
responsible for managing the liquidity position and interest rate
sensitivity of the Bank. The Committee's function is to balance the
Bank's interest sensitive assets and liabilities, while providing
adequate liquidity for projected needs. The primary objective of the
Asset/Liability Committee is to optimize net interest margin in an
ever changing rate environment.
Due to the nature of the Company's business, some degree of interest
rate risk is inherent and appropriate. Management attempts to manage
the level of earnings exposure arising from interest rate movements.
Interest rate sensitivity is measured by the difference between
interest earning assets and interest bearing liabilities which mature
or reprice within a specific time interval ("Gap"). A positive Gap
indicates that interest earning assets exceed interest bearing
liabilities within a given interval. A positive Gap position results
in increased net interest income when rates increase and a
corresponding decrease when rates decline.
In the opinion of the Company's management, the effect of any future
inflation, reflected in a higher costs of funds environment, would be
minimal since the Bank has the ability to quickly increase yields on
its interest earning assets (primarily short term investments and
commercial loans) through the matching of funds.
At June 30, 1997, the risk management review indicated that if
interest rates change in the future, the general effect on profits of
the Bank's Gap position, within a one year period, would be plus or
minus (+ or -) $83,350 or .08 basis points. Management believes that
any impact will not be significant.
Management attempts to structure the Balance Sheet to provide for the
repricing of assets and liabilities in approximately equal amounts.
3
<PAGE>
RESULTS OF OPERATIONS
As of June 30, 1997, the Company held deposits aggregating
$95,485,466, representing an increase of approximately 9.5% from
deposits of $87,199,991 held at December 31, 1996. Of the deposits
held at June 30, 1997, $16,460,565, or approximately 17%, were
non-interest bearing deposits. At June 30, 1997 total deposit
accounts numbered 6,613 and outstanding loans receivable in connection
with loans made to 1,331 loan accounts totaled approximately
$98,310,105 (excluding loan loss reserve and deferred loan fees). The
following tables and graphs set forth a comparative breakdown of the
Company's deposits and loans outstanding as of June 30, 1997 and
December 31, 1996, respectively.
Deposit Liabilities
<TABLE>
<CAPTION>
June 30, 1997 December 31, 1996
---------------------- ----------------------
% of % of
Type of Account Balance Portfolio Balance Portfolio
--------------- ----------- --------- ----------- ---------
<S> <C> <C> <C> <C>
Non-Interest bearing (1).... 16,460,565 17% 14,660,464 17%
Interest bearing (2)........ 6,219,117 7 4,564,916 5
Money Market (3)............ 13,632,284 14 14,409,382 17
Savings (4)................. 4,826,840 5 4,571,352 5
CD's Under 100M (5)......... 30,265,466 32 25,649,521 33
CD's Over 100M (6).......... 24,081,194 25 23,344,356 23
---------- ---- ----------- ----
Totals...................... $95,485,466 100% $87,199,991 100%
----------- ---- ----------- ----
----------- ---- ----------- ----
</TABLE>
06/30/97 12/31/96
[CHART] [CHART]
4
<PAGE>
Loans Outstanding
<TABLE>
<CAPTION>
June 30, 1997 December 31, 1996
---------------------- ----------------------
% of % of
Type of Account Balance Portfolio Balance Portfolio
--------------- ----------- --------- ----------- ---------
<S> <C> <C> <C> <C>
Real Estate Loans, Mortgages(1)........ $44,283,632 45% $44,800,169 48%
Commercial Loans (2)................... 44,168,458 45 38,685,537 41
Consumer Loans (3)..................... 8,791,488 9 8,348,462 9
Residential Loans Held for Sale (4).... 1,066,527 1 2,111,618 2
----------- -- ----------- ---
Totals................................. $98,310,105 100% $93,945,786 100%
----------- -- ----------- ---
----------- -- ----------- ---
</TABLE>
06/30/97 12/31/96
[CHART] [CHART]
Net interest income, the difference between the interest earned on
loans and other investments and the interest paid on deposits and
other borrowings, is the primary source of the Bank's and the
Company's earnings.
5
<PAGE>
The graph below sets forth the Bank's interest income and interest
expense growth for the period from June 30, 1996, through June 30,
1997:
[CHART]
For the six months ended June 30, 1997, the Company had net income of
$326,986, or $.31 per share, as compared to net income of $260,914 or
$.25 per share during the six month period ended June 30, 1996. For
the quarter ended June 30, 1997, the Company had a profit of $164,329
or $.16 per share as compared to $101,973, or $.10 per share for the
quarter ended June 30, 1996. The increase in net income from the
quarter and six months ended June 30, 1997 was attributable to asset
growth of the Bank, specifically loan growth.
The Bank's net interest income, after provision for loan losses was
$2,348,438 and $2,037,833 for the six months ended June 30, 1997 and
June 30, 1996, respectively. Interest income was $4,600,980 for the
six months ended June 30, 1997, as compared to $3,896,429 the six
months ended June 30, 1996. For the quarters ended June 30, 1997 and
1996, the Bank's interest income was $2,339,168 and $1,959,218.
Interest expense on deposits and borrowed funds increased from
$1,641,096 for the six months ended June 30, 1996, to $2,072,542 for
the six months ended June 30, 1997, a 26% increase.
6
<PAGE>
The increase in interest income was due primarily to growth in loans.
The increase in interest expense was due to growth in deposits and
borrowed funds, as the graph below depicts.
[CHART]
As of December 31, 1996, the Bank had $875,438 in its allowance for
loan losses, representing .96% of outstanding loans receivable.
During the first six months of 1997 the Bank added $180,000 to the
reserve. Loans charged off against the reserve during second quarter
of 1997 amounted to $100,096. There were no recoveries to previously
charged off loans during the six months ended June 30, 1997. The
allowance for loan loss reserve was $955,342 at June 30, 1997,
representing .97% of outstanding loans receivable. Management
believes that the allowance for loan losses is reasonable and adequate
to cover any known losses or any losses reasonably expected in the
portfolio.
Other real estate owned at June 30, 1997 totaled $509,118. This
represents one property in Bryn Mawr, Pennsylvania in connection with
which the Bank has entered into a lease purchase agreement. The Bank
receives a monthly rental fee. The property is in excellent condition
and continues to be well maintained.
During the period from January 1, 1997, to June 30, 1997, non-interest
expenses were $2,188,950 as compared to $1,840,994 during the same
period in 1996. Of this amount, $1,113,360, or approximately 51%, was
attributable to salary and related employee benefits as compared to
$832,835, or 45% during the first six months of 1996. The increased
salary expense was due to branch expansion and asset growth.
For the quarter ended June 30, 1997, non-interest expense totaled
$1,120,503 as compared to $970,172 during the same quarter of 1996, an
increase of 15%.
7
<PAGE>
Salary expenses were $561,744 for the second quarter 1997 as compared
to $397,772 in the second quarter 1996. The increase in salary and
related expenses was due to increased staffing for branch expansion to
accommodate the Bank's growth.
Combined occupancy and equipment expenses for the six months ended
June 30, 1997 were $458,277 as compared to $352,832 during the same
period in 1996. For the quarter ended June 30, 1997, occupancy and
equipment expenses were $234,107 as compared to $181,520 for the
quarter ended June 30, 1996. The increase was due to annual increases
in rent expenses, the lease of additional space at the Bank's main
office and the addition of new branches.
For the six months ended June 30, 1997, business development expenses
totaled $78,344 as compared to $56,957 for the six months ended June
30, 1996, a 38% increase. For the quarter ended June 30, 1997,
business development expenses totaled $45,907 as compared to $29,572
for the quarter ended June 30, 1996. The increased expense was
directly attributed to a higher level of community involvement and
sales promotions in connection with branch expansion.
Stationary and supplies expenses increased by 115% for the six months
ended June 30, 1997, to $85,624 as of June 30, 1997 from $39,878 as of
June 30, 1996. For the quarter ended June 30, 1997, supplies expense
was $54,005 as compared to $20,026 for the quarter ended June 30,
1996, a 170% increase. These increases were attributable to the Bank
introducing an array of new products and services, including a debit
card and club accounts, and of the Company's brochures and internal
documents as well as an increase in the usage of supplies as a result
of asset and personnel growth.
For the six months ended June 30, 1997, other operating expenses
totaled $247,023, or approximately 11% of total other expenses, as
compared to $248,350, or 13%, during the same period in 1996. For the
quarter ended June 30, 1997, these expenses totaled $126,242 as
compared to $138,112 for the quarter ended June 30, 1996. Other
operating expenses were comprised primarily of Director fees, business
promotional materials, telephone, fidelity insurance premium, and
shares and loan taxes.
Income tax expense for the six months and quarter ended June 30, 1997
was $178,000 and $92,000 as compared to $147,475 and $68,415 for the
six months and quarter ended June 30, 1996. The tax provision
increased 21% due to the increase in net income.
Interest income on investment securities relates primarily to interest
on U.S. Government Obligations and Municipal Bonds. Interest income
decreased $35,095 to $124,002 for the six months ended June 30, 1997
from $159,097 for the six months ended June 30, 1996. For the quarter
ended June 30, 1997, interest income on investment securities
decreased $13,978 to $58,753 from $72,731 at June 30, 1996. The
decrease is a direct result of the change in liquidity position of the
Company. Secondary earning assets declined
8
<PAGE>
resulting in a migration to borrowed funds resulted as funding of
asset growth outpaced the deposit growth during the six months ended
June 30, 1997 as compared to the six months ended June 30, 1996.
Interest income on other securities is comprised primarily of Federal
Home Loan Bank stock dividends and Federal Reserve Bank stock
dividends. For the six months and quarter ended June 30, 1997, the
dividend amounts were $30,853 and $13,720 as compared to $16,886 and
$9,977 for the six months and quarter ended June 30, 1996. This
increase was due to an increased investment in Federal Home Loan Bank
Stock in order to comply with regulatory guidelines.
Interest income on temporary investments represents Federal Funds
sold. For the six months and quarter ended June 30, 1997, interest
income on federal funds sold was $52,856 and $29,199 as compared to
$60,883 and $22,005 for the six months and quarter ended June 30,
1996.
Total interest and fees on loans as of June 30, 1997 was $4,393,269 as
compared to $3,659,563 for the six months ended June 30, 1996, and
$2,237,496 for the quarter ended June 30, 1997 as compared to
$1,854,505 for the quarter ended June 30, 1996. The Bank experienced
a 24% loan growth while the yield on the portfolio decreased from
9.75% to 9.25% during this same period. The decrease in rates from
June 30, 1996 to June 30, 1997 had little overall effect on earnings
due to the Bank's ability to respond to market fluctuations by
repricing liabilities on a timely basis with market fluctuations and
the increased loan growth.
Other income of $345,498 for the period from January 1, 1997, to June
30, 1997, was primarily comprised of service charges on deposit
accounts and gains on sales of mortgage loans in the secondary market.
During the same period in 1996, other income totaled $211,550. The
increase was due to refinancings of mortgage loans and growth in
service charges on deposit accounts. For the quarter ended June 30,
1997, other income increased to $190,218 from $110,813 for the quarter
ended June 30, 1996, primarily due to growth in service charges on
deposit accounts.
RECENT DEVELOPMENTS
On July 14, 1997, the Pennsylvania Department of Banking and the
Federal Reserve Bank approved the application for the Bank to
establish a branch at 8000 Verree Road, Philadelphia, Pennsylvania.
The Company expects that the branch will be opened within one year.
The Bank plans to start construction on the site in late fall.
On June 19, 1997, subject to approval by the Pennsylvania Department
of Banking and the Federal Reserve Bank, the Bank entered into a lease
agreement with PAREC Lansdale Office Associates to rent approximately
3,799 square feet of office space located at 100 Main Street,
Lansdale, Pennsylvania for the purpose of establishing a branch
location, from an existing closed branch site. Application to
establish a branch at this location
9
<PAGE>
was filed on July 2, 1997 with the Pennsylvania Department of
Banking and the Federal Reserve Bank. On August 5, 1997 the
Pennsylvania Department of Banking granted approval of the
application. The Lansdale Branch is scheduled to open on or about
August 25, 1997.
10
<PAGE>
PART II - OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS
Not Applicable.
ITEM 2 CHANGES IN SECURITIES
Not Applicable.
ITEM 3 DEFAULTS UPON SENIOR SECURITIES
Not Applicable.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) On May 20, 1997 the Company held its Annual Meeting of
Stockholders. As of the record date the total number of votes
eligible to cast at the Annual Meeting was 1,044,033. The following
proposals were presented for a vote by the company's stockholders:
PROPOSAL I - Election of Four (4) Directors.
PROPOSAL II - Ratification of the Appointment of Deloitte &
Touche LLP as the Company's independent auditors for the 1997
fiscal year.
PROPOSAL III - Ratification of the Company's 1997 Stock Option
Plan.
(b) At the Company's Annual Meeting all nominees were re-elected to a
three year term.
(c) PROPOSAL I. ELECTION OF DIRECTORS. Four directors were nominated by the
Company to stand for re-election to the Board. As set forth below each of
the Company's nominees were re-elected.
Name of Nominee Votes For Votes Withheld Abstain
--------------- --------- -------------- -------
Gary E. Daniels.............. 679,951 36,683 0
Philip E. Hughes, Jr. ....... 679,951 36,683 0
Kathleen A. Kucer, M.D. ..... 679,951 36,683 0
Blaine W. Scott, III......... 679,951 36,683 0
11
<PAGE>
PROPOSAL II. RATIFICATION OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT
AUDITORS FOR THE 1997 FISCAL YEAR.
Votes For Votes Withheld Abstain
- --------- -------------- -------
710,799 0 5,835
PROPOSAL III. RATIFICATION OF THE COMPANY'S 1997 STOCK OPTION PLAN.
Votes For Votes Withheld Abstain
- --------- -------------- -------
709,833 6,801 0
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits Filed
Page Number in
Exhibit Number Sequential Numbering System
- -------------- ---------------------------
2 None ----
4 Amended and Restated Articles *
of Incorporation, as amended, and
Amended and Restated Bylaws of
the Issuer
10 Lease by and between The Madison,
Bank and PAREC Lansdale Office
Associates, dated June 19, 1997 ----
11 Not Applicable ----
15 Not Applicable ----
18 Not Applicable ----
19 None ----
20 None ----
23 None ----
12
<PAGE>
24 None ----
25 None ----
27 Financial Data Schedule ----
28 None ----
____________________
* Incorporated by reference from the Issuer's Registration Statement on
Form S-1 No. 33-27146
(b) Reports on Form 8-K
The Company did not file any Reports on Form 8-K during the
quarter ended June 30, 1997.
13
<PAGE>
ANNEX A
14
<PAGE>
MADISON BANCSHARES GROUP, LTD. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Unaudited)
<TABLE>
<CAPTION>
JUNE 30, 1997 DECEMBER 31, 1996
ASSETS -------------- -----------------
<S> <C> <C>
Cash and Cash Equivalents:
Cash and amounts due from banks............................................. $ 6,371,156 $ 4,381,957
Federal funds sold.......................................................... 3,460,000 925,000
-------------- -----------------
Total cash and cash equivalents........................................... 9,831,156 5,306,957
Investment Securities:
Held to maturity (fair value--1997 $2,109,670;1996 $2,559,503).............. 2,106,821 2,108,206
Available for sale (amortized cost 1997 $2,969,313; 1996 $4,750,585)........ 2,963,256 3,585,406
Loans (Net of allowance for loan losses-
1997, $955,342; 1996, $875,438)............................................. 96,057,287 90,783,582
Mortgage loans held for sale.................................................. 1,066,527 2,111,618
Real Estate Owned............................................................. 509,118 511,618
Furniture, Equipment and Leasehold Improvements............................... 547,556 584,533
Accrued interest receivable................................................... 672,554 641,570
Other Assets.................................................................. 430,872 337,385
-------------- -----------------
TOTAL......................................................................... $ 114,185,147 $ 105,970,875
-------------- -----------------
-------------- -----------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Noninterest-bearing demand deposits......................................... $ 16,460,565 $ 14,660,464
Interest-bearing demand deposits............................................ 6,219,117 4,564,916
Savings deposits............................................................ 4,826,840 4,571,352
Money market deposits....................................................... 13,632,284 14,409,382
Time deposits............................................................... 54,346,660 48,993,877
-------------- -----------------
Total Deposits............................................................ 95,485,466 87,199,991
Borrowed Funds................................................................ 9,400,000 10,000,000
Accrued Interest Payable...................................................... 960,707 704,707
Accrued Expenses and Other Liabilities........................................ 34,686 91,957
-------------- -----------------
Total Liabilities......................................................... 105,880,859 97,996,655
-------------- -----------------
Commitments
Shareholders Equity:
Preferred stock, $5 par value--authorized 5,000,000 shares; issued and
outstanding, 0 shares. Common stock, $1 par value--authorized 20,000,000
shares; issued and outstanding, 1997, 1,044,033 shares; 1996, 971,360
shares.................................................................... 1,044,033 971,360
Capital surplus............................................................. 7,821,575 7,185,686
Accumulated deficit......................................................... (557,482) (175,907)
Net unrealized losses on available for sale securities...................... (3,838) (6,919)
-------------- -----------------
Total shareholders' equity................................................ 8,304,288 7,974,220
-------------- -----------------
TOTAL......................................................................... $ 114,185,147 $ 105,970,875
-------------- -----------------
-------------- -----------------
</TABLE>
15
<PAGE>
MADISON BANCSHARES GROUP, LTD. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
FOR THE PERIODS ENDED JUNE 30, 1997 AND 1996
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
-------------------------- --------------------------
1997 1996 1997 1996
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Interest income:
Interest and fees on loans............................. $ 2,237,496 $ 1,854,505 $ 4,393,269 $ 3,659,563
Interest and dividends on investment securities:
US Government obligations............................ 46,557 60,506 99,602 134,641
Municipal bonds...................................... 12,196 12,225 24,400 24,456
Other securities..................................... 13,720 9,977 30,853 16,886
Interest on temporary investments.................... 29,199 22,005 52,856 60,883
------------ ------------ ------------ ------------
2,339,168 1,959,218 4,600,980 3,896,429
------------ ------------ ------------ ------------
Interest expense:
Interest on:
Demand deposits...................................... 28,421 19,988 54,345 38,420
Savings and money market deposits.................... 151,059 156,557 295,097 318,524
Time deposits........................................ 750,913 594,448 1,466,253 1,253,105
Federal Funds Purchased.............................. 132,161 30,978 256,847 31,047
------------ ------------ ------------ ------------
1,062,554 801,971 2,072,542 1,641,096
------------ ------------ ------------ ------------
Net interest income before provision for loan losses..... 1,276,614 1,157,247 2,528,438 2,255,333
Provision for loan losses................................ 90,000 127,500 180,000 217,500
------------ ------------ ------------ ------------
Net interest income after provision for loan losses...... 1,186,614 1,029,747 2,348,438 2,037,833
------------ ------------ ------------ ------------
Other noninterest income:
Gain on sale of mortgage loans....................... 11,942 13,531 49,343 29,150
Service charges on deposit accounts.................. 161,047 82,957 257,548 153,123
Other................................................ 17,229 14,325 38,607 29,277
------------ ------------ ------------ ------------
Total noninterest income........................... 190,218 110,813 345,498 211,550
------------ ------------ ------------ ------------
Other noninterest expenses:
Salary and employee benefits......................... 561,744 397,772 1,113,360 832,835
Occupancy............................................ 176,147 130,221 343,424 256,563
Equipment............................................ 57,960 51,299 114,853 96,269
Computer processing.................................. 62,644 51,694 122,062 101,341
Deposit insurance.................................... 4,368 1,000 6,368 1,500
Legal................................................ 8,874 32,391 14,924 49,826
Professional fees.................................... 16,795 14,255 34,000 33,880
Business development................................. 45,907 29,572 78,344 56,957
Office and stationary supplies....................... 54,005 20,026 85,624 39,878
Advertising.......................................... 5,817 13,830 28,968 33,595
Proxy related expenses............................... 90,000 90,000
Other operating...................................... 126,242 138,112 247,023 248,350
------------ ------------ ------------ ------------
Total other noninterest expenses................... 1,120,503 970,172 2,188,950 1,840,994
------------ ------------ ------------ ------------
Income before income taxes............................... 256,329 170,388 504,986 408,389
Provision for income taxes............................... 92,000 68,415 178,000 147,475
------------ ------------ ------------ ------------
Net income............................................... $ 164,329 $ 101,973 $ 326,986 $ 260,914
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Net income per common share.............................. $ 0.16 $ 0.10 $ 0.31 $ 0.25
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Weighted average number of shares........................ 1,044,033 1,039,224 1,044,033 1,039,224
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
</TABLE>
See Notes to Consolidated Financial Statements
16
<PAGE>
MADISON BANCSHARES GROUP, LTD. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE PERIODS ENDED JUNE 30, 1997 AND 1996
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
------------------------ ------------------------
1997 1996 1997 1996
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES:
Net income............................................... $ 164,329 101,973 $ 326,986 260,914
Adjustments for non-cash items included in net income:
Depreciation and amortization.......................... 31,984 35,437 71,399 66,898
Provision for loan losses.............................. 90,000 127,500 180,000 217,500
Net amortization of bond premium/discount.............. (4,532) 9,046 (2,683) 9,232
Amortization of deferred fees & costs, net............. (37,488) 2,857 (55,801) (42,604)
Gain on sale of mortgage notes......................... (26,192) (13,531) (49,343) (29,150)
Changes in assets and liabilities which provided (used)
cash:
Mortgage loans held for resale......................... (335,845) 588,674 1,094,434 (566,693)
Interest receivable.................................... 9,175 (29,229) (30,984) (21,906)
Other assets........................................... 128,072 (70,098) (93,487) (278,780)
Accrued interest payable............................... 146,167 (235,274) 256,000 7,959
Accrued expenses and other liabilities................. (19,870) 70,527 (57,271) (208,182)
----------- ----------- ----------- -----------
Net cash provided by (used in) operating activities........ 145,800 587,882 1,639,250 (584,812)
----------- ----------- ----------- -----------
INVESTING ACTIVITIES:
Proceeds from sale of investment securities available for
sale................................................... 50,800 129,300
Proceeds from maturity of investment securities available
for sale............................................... 500,000 500,000 500,000 2,600,000
Purchase of investment securities...................... (2,698,431) (2,804,431)
Net change in loans to customers....................... (3,515,213) (2,367,268) (5,397,904) (6,187,079)
Purchase of furniture, equipment and leasehold
improvements......................................... (26,547) (35,939) (34,422) (96,995)
Additions to real estate owned........................... 500 (3,190) 2,500 (3,190)
----------- ----------- ----------- -----------
Net cash used in investing activities.................... (2,990,460) (4,604,828) (4,800,526) (6,491,695)
----------- ----------- ----------- -----------
FINANCING ACTIVITIES:
Increase (decrease) in demand, savings and time deposits. 4,849,779 (6,079,520) 8,285,475 (5,690,651)
Increase (decrease) in borrowed funds.................... (600,000) 10,000,000 (600,000) 10,000,000
Proceeds from issuance of common stock................... 46,078 46,078
----------- ----------- ----------- -----------
Net cash provided financing activities..................... 4,249,779 3,966,558 7,685,475 4,355,427
----------- ----------- ----------- -----------
Net increase (decrease) in cash and cash equivalents....... 1,405,119 (50,388) 4,524,199 (2,721,080)
Cash and cash equivalents, beginning of period............. 8,426,037 7,802,310 5,306,957 10,473,002
----------- ----------- ----------- -----------
Cash and cash equivalents, end of period................... $ 9,831,156 $ 7,751,922 $ 9,831,156 $ 7,751,922
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Supplemental disclosures of cash flow information:
Interest paid.............................................. $ 916,389 $ 1,037,245 $ 1,816,542 $ 1,633,137
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Taxes paid................................................. $ 150,000 $ 100,000 $ 275,000 $ 461,527
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Supplemental disclosures of noncash investing activities
Unrealized loss (gain) on available for sale securities.... $ 6,989 $ 3,847 $ (3,838) $ 18,741
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
</TABLE>
See Notes to Consolidated Financial Statements
17
<PAGE>
MADISON BANCSHARES GROUP, LTD. AND SUBSIDIARY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1997
1. BASIS OF PRESENTATION:
The accompanying unaudited consolidated financial statements were prepared
in accordance with instructions for quarterly reports on Form 10-Q and,
therefore, do not include information or footnotes necessary for a
complete presentation of financial condition, results of operations,
shareholders' equity and cash flows in conformity with generally accepted
accounting principles. However, the financial statements reflect all
adjustments which in the opinion of management are necessary for fair
statement of financial results and that all adjustments are of a normal
recurring nature. The results of operations for the six month periods
ended June 30, 1997 and 1996 are not necessarily indicative of the results
which may be expected for the entire fiscal year.
2. PRINCIPLES OF CONSOLIDATION:
The consolidated financial statements include the accounts of Madison
Bancshares Group, Ltd. and its wholly owned subsidiary, Madison Bank (the
Bank). All material intercompany balances and transactions have been
eliminated.
3. STOCK DIVIDENDS:
On January 21, 1997, the Board of Directors declared a 7-1/2% stock
dividend on Common Stock outstanding. The dividend was paid on February
20, 1997 to shareholders of record on February 5, 1997. This resulted in
an additional issuance of 72,673 shares of common stock.
On January 11, 1996, the Board of Directors declared a 7-1/2% stock
dividend on Common Stock outstanding. The dividend was paid on February
15, 1996 to shareholders of record on January 31, 1996. This resulted in
an additional issuance of 67,185 shares of common stock.
The stock dividends were recorded at fair market value. Average shares and
all per share amounts included in the financial statements for 1997 and
1996 are based on the increased number of shares giving retroactive effect
to this stock dividend.
4. PROVISION FOR INCOME TAXES:
The provision for income taxes is computed in accordance with Statement of
Financial Accounting Standards (SFAS) No. 109.
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
-------------------- ----------------------
6/30/97 6/30/96 6/30/97 6/30/96
--------- --------- ---------- ----------
<S> <C> <C> <C> <C>
Provision for current income taxes................................. $ 92,000 $ 89,415 $ 178,000 $ 168,475
Provision for deferred income taxes................................ (21,000) (21,000)
--------- --------- ---------- ----------
Total.......................................................... $ 92,000 $ 68,415 $ 178,000 $ 147,475
--------- --------- ---------- ----------
--------- --------- ---------- ----------
</TABLE>
5. NET INCOME PER SHARE:
Net income per share of common stock is based upon the weighted average
number of shares outstanding during the period of 1,044,033 in June, 1997
and 1,039,224 in June, 1996, after giving effect to the stock issuance of
6,601 shares in exercised options in 1996 and prior stock dividends.
dividends.
18
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Issuer
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Madison Bancshares Group, Ltd.
______________________________
Vito A. DeLisi
Executive Vice President
______________________________
E. Cheryl Hinkle
Vice President
Date Executed: August 6, 1997
19
<PAGE>
CENTURY PLAZA OFFICE BUILDING
AGREEMENT OF LEASE made this 14th day of June, 1997, by and between PAREC
LANSDALE OFFICE ASSOCIATES, a Pennsylvania limited partnership, acting by and
through its General Partner, Parec Realty Partners, with its principal place of
business c/o Parec Realty, Inc., 731 Skippack Pike, P.O. Box 1205, Blue Bell,
Pennsylvania 19422 ("Landlord"), party of the first part, and Madison Bank, a
Pennsylvania corporation, with a place of business at 1767 Sentry Parkway West,
Blue Bell, PA 19422 ("Tenant"), party of the second part.
WITNESSETH THAT, for and in consideration of the rents, covenants and
agreements herein contained and intending to be legally bound hereby, the
parties hereto covenant and agree as follows:
1. Reference Data. As used in this Lease, the following terms shall be
defined as indicated and refer to the data set forth in this section 1.
PREMISES: that 3,799 rentable square foot portion of the Century Plaza
Office Building (the "Building") constructed on certain land
(the "Land") located at 100 Main Street, Lansdale, Pennsylvania,
with C1 zoning in Montgomery County, Pennsylvania, as further
identified in Exhibit "A" attached hereto and made a part hereof.
TERM: Ten (10) years.
COMMENCEMENT DATE: Defined in Section 4.
BASE RENT:
Year 1: $9,497.50 annually; no base rent shall be paid for the first
six months, $1,582.92 monthly for months seven through
twelve.
Year 2: $37,990.00 annually; payable in twelve equal monthly
installments of $3,165.83
Year 3: $47,487.50 annually; payable in twelve equal monthly
installments of $3,957.29
Year 4: $56,985.00 annually; payable in twelve equal monthly
installments of $4,748.75
Year 5: $66,482.50 annually; payable in twelve equal monthly
installments of $5,540.21
Year 6: $70,281.50 annually; payable in twelve equal monthly
installments of $5,856.79
<PAGE>
Year 7: $70,281.50 annually; payable in twelve equal monthly
installments of $5,856.79
Year 8: $70,281.50 annually; payable in twelve equal monthly
installments of $5,856.79
Year 9: $70,281.50 annually; payable in twelve equal monthly
installments of $5,856.79
Year 10: $70,281.50 annually; payable in twelve equal monthly
installments of $5,856.79
The first monthly installment, in the amount of $1,582.92 (applicable to
month seven of Lease Year 1) shall be paid upon the execution of this Lease.
EXPENSE STOP: Tenant shall pay its pro-rata share of increases in
Operating Expenses annually in excess of the actual
Operating Expenses for the calendar year 1998.
ADDITIONAL RENT: Sums not including Base Rent which Tenant is obligated to
pay to Landlord from time to time pursuant to the terms of
this Lease.
PERMITTED USES: Tenant shall use and occupy the Premises for general office
use and retail bank business only.
SECURITY DEPOSIT: No security deposit.
TENANT'S PROPORTIONATE SHARE:
6.7 percent (determined by dividing the area of the Premises
by the area of the Building [56,484 square feet].
ACTIVE BROKER: Penn American Real Estate Company, Mike Tyrrell.
2. Demise. Landlord hereby demises and lets to Tenant and Tenant hereby
leases from Landlord the Premises for the Term, upon the conditions and
limitations set forth herein. This Lease shall not be binding upon Landlord
unless Landlord's mortgagee shall have approved this Lease within ten (10) days
from the date hereof.
2
<PAGE>
3. Construction by Tenant.
A. Tenant shall, without cost to Landlord, complete, alter or improve
the Premises in accordance with the memorandum of work, plans and specifications
to be attached hereto as Exhibit "B" (the "Memorandum of Work") and Exhibit "C"
(the "Plans and Specifications") and made a part hereof. Landlord shall approve
the Memorandum of Work and Plans and Specifications attached hereto as Exhibits
"B" and "C," respectively. All the aforesaid work shall be done in compliance
with applicable laws and lawful ordinances.
B. Tenant, its agents, employees and contractors, shall at all times
prior to the commencement of the Term have the right, at Tenant's own risk and
responsibility, to enter the Premises for the purpose of taking measurements and
installing its furnishings and equipment.
4. Term. The Term shall commence on the date when Tenant, with
Landlord's consent, assumes possession of the Premises or any part thereof. In
any event such Term shall not commence later than November 1, 1997. The
commencement and expiration dates of the Term, when determined as above
provided, shall be confirmed by an addendum to this Lease.
5. Rent.
A. Tenant shall pay to Landlord during the Term the Base Rent,
without notice or demand, in the monthly installments specified in Section 1, in
advance on the first day of each calendar month of the Term. If the Term
commences other than on the first day of a calendar month, then the installments
of Base Rent for the first calendar month during which Tenant is obligated to
pay Base Rent hereunder and the last calendar month of the Term shall be
adjusted proportionately.
B. If Tenant fails to pay when due any Rent or any other sum within
ten (10) days after its due date, then Tenant shall pay a late charge in the
amount of five percent (5%) of the amount of such delinquent payment or
payments, as the case may be. Such late charge is intended to compensate
Landlord for additional expenses incurred by Landlord in processing such late
payments. The late charge provided for herein is in addition to and is
cumulative with all other rights and remedies of Landlord provided for
hereunder. Nothing herein contained is intended to violate any applicable law,
code or regulation, and in all instances all such charges shall be automatically
reduced to any maximum applicable legal rate or charge. Such charge shall be
imposed monthly for each late payment.
6. Rental Adjustments.
If Landlord's Real Estate Taxes (as herein defined) shall increase in
any one Lease Year over the amount of Landlord's Real Estate Taxes for the
immediately preceding Lease Year, Tenant shall pay as Additional Rent its
Proportionate Share of any such increase in Real Estate Taxes. Real Estate
Taxes shall mean real property taxes and other taxes or surcharges levied in
lieu
3
<PAGE>
of such taxes, general and special public assessments, taxes or surcharges
imposed by any governmental authority pursuant to anti-pollution or
environmental legislation other than charges or penalties imposed on Landlord,
prior owners or other tenants at the Building for which Tenant is not
responsible, taxes on the rentals of the Building or the use, occupancy or
renting of space therein. Real Estate Taxes shall not be included within the
definition of Landlord's Operating Expense. Tenant's Proportionate Share of the
increase in Real Estate Taxes payable in any one year shall not be affected by
the "collar" on Operating Expenses more particularly described below.
Such Proportionate Share of the increase in Real Estate Taxes shall be
paid in the following manner: within one hundred twenty (120) days following
the end of the first and each succeeding Operating Year, Landlord shall furnish
Tenant a statement setting forth (i) the Real Estate Taxes for the preceding
Operating Year and (ii) Tenant's Proportionate Share of the increase in Real
Estate Taxes for such Operating Year. Within fifteen (15) days following the
receipt of such statement, Tenant shall pay to Landlord as Additional Rent
Tenant's Proportionate Share of the increase in Real Estate Taxes for such
Operating Year.
If Landlord's Operating Expense for any Operating Year shall be
greater than the Expense Stop, Tenant shall pay to Landlord as Additional Rent
an amount equal to the product obtained by multiplying the difference by
Tenant's Proportionate Share (the amount of such difference is hereinafter
referred to as the "Operating Expense Excess"). If Tenant occupies the Premises
or a portion thereof for less than a full Operating Year, the Operating Expense
Excess will be calculated in proportion to the amount of time in such Operating
Year that Tenant occupied the Premises. Notwithstanding the foregoing, the
Operating Expense Excess shall be calculated each Lease Year commencing after
calendar year 1998 assuming that the minimum Operating Expense for any such year
is 103% of the Operating Expense for the immediately preceding calendar year
(regardless of the actual amount of the Operating Expense for such calendar
year) and that the maximum Operating Expense for any such year is 107% of the
Operating Expense for the immediately preceding calendar year (regardless of the
actual amount of the Operating Expense for such year). The foregoing minimum
and maximum annual adjustment of Operating Expense is referred to herein as the
"collar".
Such Operating Expense Excess shall be paid in the following manner:
within one hundred twenty (120) days following the end of the first and each
succeeding Operating Year, Landlord shall furnish Tenant an Operating Expense
Statement setting forth (i) the Operating Expense for the preceding Operating
Year and (ii) Tenant's Proportionate Share of the Operating Expense Excess for
such Operating Year. Within fifteen (15) days following the receipt of such
Operating Expense Statement (the "Expense Excess Date"), Tenant shall pay to
Landlord as Additional Rent the Tenant's Proportionate Share of the Operating
Expense Excess for such Operating Year.
As used in this Section 6 and Section 1 where applicable, the
following words and terms shall be defined as hereinafter set forth:
4
<PAGE>
i) "Operating Year" shall mean each calendar year, or other
period of twelve (12) months as hereafter may be adopted by Landlord as its
fiscal year, occurring during the Term.
ii) "Operating Expense Statement" shall mean a statement in
writing signed by Landlord, setting forth in reasonable detail (a) the Operating
Expense for the preceding Operating Year, and (b) Tenant's Proportionate Share
of the Operating Expense Excess for such Operating Year, or portion thereof.
The Operating Expense Statement for each Operating Year shall be sent by
Landlord to Tenant each year during the Term.
iii) "Operating Expense" shall mean the following expenses
incurred by Landlord in connection with the operation, repair and maintenance of
the Building and the Land:
a) Premiums and fees for fire and extended coverage
insurance, insurance against loss of rentals for space in the Building and
public liability insurance, all in normal and customary amounts and coverages
(with additional policies against additional risks) as may be required by
Landlord or the holder of any mortgage on the Building, as well as the premiums
and fees for the insurance described in Section 9.D below;
b) All water and sewer charges, electricity, heat and
other utilities not separately metered to tenants in the Building (provided,
however, that Landlord covenants and agrees to use commercially reasonable
efforts to separately meter and exclude from Operating Expenses any such
utilities for any tenant at the Building whose use thereof substantially exceeds
amounts attributable to normal office users);
c) Janitorial service, maintenance and repair costs,
including repairs and replacements described in section 7 below, repairs and
replacements of supplies and equipment, snow removal and paving, lawn and
general grounds upkeep, maintenance and repair, and the costs of all labor,
material and supplies incidental thereto and any costs incurred in connection
with the construction of improvements required by any governmental authority,
other than capital expenditures;
d) Wages, salaries, fees, other compensation and payments,
and disability benefits, hospitalization, medical, surgical, union and general
welfare benefits (including group life insurance), any pension, retirement or
life insurance plan and other benefits (along with any taxes imposed upon
employers in connection therewith) with respect to such persons employed by
Landlord for rendering service in the normal operation, cleaning, maintenance,
management and repair of the Building, excluding capital improvements;
e) Management fees not to exceed six percent (6%) of Base
Rent payable to the managing agent for the Premises, if any, and if there shall
be no managing agent or if the managing agent is a company affiliated with
Landlord, the management fees that would
5
<PAGE>
customarily be charged for the management of the Premises by an independent,
first-class managing agent in the Philadelphia suburban area, not to exceed
six percent (6%) of Base Rent.
Notwithstanding the foregoing, Operating Expenses shall not include expenditures
for any of the following:
a) The costs for alterations or additions which are
considered capital improvements or replacements under generally accepted
accounting principles other than improvements required by any governmental
authority.
b) Repairs or other work occasioned by fire, windstorm or
other insured casualty or hazard, to the extent that Landlord shall receive
proceeds of such insurance.
c) Repairs for which Landlord is responsible pursuant to
Section 7 below, and work for which Landlord is responsible under Section 3
above, or similar capital improvements to other leasable spaces within the
Building, and capital repairs, such as major roof replacement.
d) Repairs or rebuilding necessitated by condemnation.
e) Depreciation and amortization of the Building.
f) The salaries and benefits of executive officers of
Landlord, if any.
g) Net income, franchise or capital stock taxes payable by
Landlord.
h) Interest on debt or amortization of principal on any
mortgages or other obligations of Landlord.
i) Extraordinary insurance premiums that may be imposed
upon Landlord or the Building by reason of a particular tenant's use or
operation of its premises.
7. Maintenance of Premises.
(a) Landlord shall be responsible, at its sole cost and expense, to
keep the exterior foundations and walls of the Building in good order and
repair; provided that Tenant shall give Landlord reasonable notice of the need
for such repair. Landlord shall be responsible, as an Operating Expense (except
to the extent any of the following are excluded from the definition of Operating
Expenses), to keep the roof, floors, sewage system, any other underground
utilities, plumbing, electrical, heating and air conditioning systems, all down
spouts, gutters, sidewalks, the
6
<PAGE>
parking lot, driveways, all common interior portions of the Building and all
common fixtures and appurtenances therein in good order and repair.
(b) Tenant shall, throughout the term, and at its sole cost and
expense, take good care of the Premises and the other improvements now or
hereafter comprising all or any part of the Premises, the electrical systems and
facilities located in the Premises, and the fixtures and appurtenances therein
and maintain the same in good order and condition, and promptly at Tenant's own
cost and expense make all repairs necessary to maintain such good order and
condition, except for repairs which Landlord agrees to make pursuant to the
previous paragraph. Tenant shall, at its sole cost and expense, repair and
replace all damage or injury to the Premises, including any portion of the
Premises which Landlord is obligated to maintain pursuant to the previous
paragraph of this Section 7, caused by (i) the negligence or willful conduct of
Tenant or its employees, agents, invitees, licensees, subtenants, or
contractors, or (ii) as the result of all or any of them moving in or out of the
Premises or by installation or removal of furniture, fixtures or other property,
which repairs and replacements shall be in quality and class equal to the
original work or installations. If Tenant fails to make such repairs or
replacements after fifteen (15) days' prior written notice from Landlord (with
the exception of emergencies, which shall not require prior notice), the same
may be made by Landlord and such expense shall be collectible as Additional Rent
and paid by Tenant within fifteen (15) days after rendition of a bill therefor.
(c) Landlord shall not be liable by reason of any injury to or
interference with Tenant's business arising from the making of any repairs,
alterations, additions or improvements in or to the Premises or to any
appurtenances or equipment therein, except to the extent such repairs, etc., are
necessitated by the negligence or willful act of Landlord, its agents, employees
or contractors. Except as expressly provided in sections 10 and 11 hereof, there
shall be no abatement of rent because of such repairs, alterations, additions or
improvements.
8. No Other Services by Landlord; Utilities.
A. Landlord shall not be required to render any services to Tenant
or to make any repairs or replacements to the Premises, except as provided in
sections 7, 11 and 12 hereof.
B. Tenant shall be solely responsible for and shall promptly pay all
rents, costs and charges for electricity, telephone, security systems, and any
other service used or consumed in or servicing the Premises and all other costs
and expenses involved in the care, management and use thereof.
C. Tenant shall pay as Additional Rent, promptly upon presentation
of bills therefor, Tenant's Proportionate Share of all electricity, heat, light
and power consumed in the operation of the Building. Landlord shall bill Tenant
the regular retail rate of PECO or any successor utility company.
7
<PAGE>
9. Insurance.
A. Tenant, at Tenant's expense, shall maintain in effect throughout
the Term, insurance against claims for personal injury (including death) and
property damage, under a policy of general public liability insurance, in
amounts not less than $1,000,000 combined single limit in respect of bodily
injury (Including death) and $1,000,000 for property damage.
B. Prior to the commencement of the Term, Tenant shall provide
Landlord with certificates of the insurance policies herein required of Tenant.
All policies shall provide that coverage thereunder may not be reduced or
terminated without at least thirty (30) days prior written notice to Landlord.
Tenant shall furnish to Landlord throughout the Term replacement certificates at
least thirty (30) days prior to the expiration date of the then current policies
and, upon request of Landlord, shall supply to Landlord copies of all policies
herein required of Tenant. The insurance policy referred to in subsection A
above shall name Landlord as an additional insured, but only with respect to
liability arising out of Tenant's use and occupancy of the Premises.
C. Each of the parties hereto hereby holds harmless and releases the
other from all liability for all injury, loss or damage which may be inflicted
upon persons or the property of such party, even if such liability results from
the negligence of the other party; provided, however, that this release shall be
effective only (i) during such time as the applicable insurance policy carried
by such party names the other party as a co-insured or contains a clause to the
effect that this release shall not affect said policy or the right of the
insured to recover thereunder, and (ii) to the extent of the coverage of such
policy. If any policy does not permit such a waiver, and if the party to
benefit therefrom requests that such a waiver be obtained, the other party
agrees to obtain an endorsement to its insurance policies permitting such waiver
of subrogation, if available, and if an additional premium is charged for such
waiver, the party benefiting therefrom shall pay same promptly upon being billed
therefor.
D. Landlord, as an Operating Expense, will keep the buildings and
the improvements now or hereafter located on the Premises insured against "all
risk" of loss with an insurer in an amount at least equal to replacement value.
"All risk" shall mean at a minimum coverage for special causes of loss perils.
Such insurance shall also provide for "loss of rents" insurance in the amount of
actual loss sustained. Any deductible must be borne by Landlord.
E. Landlord waives all rights of recovery and rights of subrogation
(subject to the provisions of Section 9.C above) for damage caused by any of the
perils insured against under the policy obtained pursuant to Section 9.D above.
This waiver shall apply whether or not the loss is due or alleged to be due to
any actions or inactions or other negligence on the part of Tenant.
8
<PAGE>
10. Casualty.
A. If the Premises shall be damaged or destroyed by fire or other
casualty, Tenant shall promptly notify Landlord, and Landlord shall repair the
damaged portions of the Premises (but not any of the Tenant's property therein
or improvements or alterations made by the Tenant unless the same are insured
under the policy referred to in Section 9.D above), except that if, in
Landlord's reasonable judgment, the damage would require more than sixty days
work to repair, or if the insurance proceeds (excluding rent insurance) which
Landlord anticipates receiving must be applied to repay any mortgages
encumbering the Building or are otherwise inadequate to pay the cost of such
repair, then the Landlord shall have the right to terminate this Lease by so
notifying Tenant, which notice shall specify a termination date not less than
fifteen (15) days after its transmission. If Landlord is so required to repair,
the work shall be commenced promptly and completed with due diligence.
B. During the period when Tenant shall be deprived of possession of
the Premises by reason of such damage, Tenant's obligation to pay Base Rent
under Section 5 and Operating Expense Allowance under Section 6 shall abate as
of the date of the casualty in the proportion which the damaged area of the
Premises bears to the entire Premises (except if the damaged area renders the
entire Premises unusable or not reasonably fit for its intended use).
C. If Landlord does not restore the Premises or the affected portion
to tenantability within one hundred eighty (180) days after such casualty
(provided that the nature of the damage is such that it reasonably could be
repaired within one hundred eighty (180) days after commencement of work), or so
commences restoration and pursues the same with due diligence if restoration
cannot be completed within such one hundred eighty (180) days, Tenant may then
terminate this Lease, retroactive to the date of casualty; provided, however,
such one hundred eighty (180) day period shall be extended by causes delaying
the work of restoration which are beyond Landlord's reasonable control, not to
exceed an additional sixty (60) days.
11. Condemnation.
A. If all or a substantial portion of the Premises is taken through
the exercise of the power of eminent domain, this Lease shall terminate on the
date when possession of the Premises is required by the condemning authority.
If only part of the Premises is taken, then (i) if the condemnation award is
insufficient to restore the remaining portion of the Premises or if such award
must be applied to repay any mortgages encumbering the Premises, or (ii) if a
substantial portion of the Premises is so taken, and it is commercially
impossible for Tenant to continue its business within the Premises, then
Landlord in the case of (i) above and Tenant in the case of (ii) above shall
have the right to terminate this Lease on the date when the condemned portion of
the Premises is required to be delivered to the condemning authority, which
right shall be exercisable by the exercising party so notifying the other party
no later than thirty (30) days prior to such date; provided, however, that in
the event Tenant elects to terminate this Lease because parking areas have
9
<PAGE>
been condemned, Landlord shall have the right to negate Tenant's election to
terminate by replacing the parking spaces so condemned with additional
parking spaces located on land contiguous to the Premises.
B. If this Lease is not so terminated after a partial condemnation,
then after the date when the condemned portion of the Premises is delivered to
the condemnor, the Base Rent shall be reduced effective as of the date of
delivery in the proportion which the condemned area bears to the entire area of
the Premises.
C. Tenant shall have the right to claim against the condemnor only
for removal and moving expenses and business dislocation damages which may be
separately payable to tenants in general under Pennsylvania law, provided such
payment does not reduce the award otherwise payable to Landlord. Subject to the
foregoing, Tenant hereby waives all claims against Landlord with respect to a
condemnation, and hereby assigns to Landlord all claims against the condemnor
including, without limitation, all claims for leasehold damages and diminution
in the value of Tenant's leasehold estate. Tenant shall also have the right to
make claim for the loss of leasehold improvements and fixtures installed by
Tenant at its expense so long as the payment for the taking of such leasehold
improvements or fixtures does not reduce the award otherwise payable to
Landlord.
12. Tenant's Fixtures. Tenant shall have the right to install trade
fixtures, machinery and equipment (excluding alterations, improvements and
additions which are governed by Section 13) required by Tenant or used by it in
its business, provided that same do not impair the structural strength of the
Building and further provided that such trade fixtures, machinery and equipment
shall be limited to items normally used in an office/warehouse building. Tenant
shall remove all such trade fixtures, machinery and equipment prior to the end
of the Term, and Tenant shall repair and restore any damage to the Premises
caused by such installation or removal.
13. Alterations. Tenant shall not, without on each occasion, first
obtaining Landlord's prior written consent, make any alterations, improvements
or additions to the Premises, except that Tenant may, without the consent of
Landlord but with prior written notice to Landlord, make minor improvements to
the interior of the Premises provided that they do not impair the structural
strength, operation or value of the Premises. Tenant agrees to pay for such
alterations, etc. and to indemnify, save and hold Landlord harmless from any
cost, expense or liens arising in connection therewith. All alterations,
improvements and additions, except for minor alterations and improvements as
aforesaid, upon completion of construction thereof, shall become part of the
Premises and the property of Landlord without payment therefor by Landlord and
shall be surrendered to Landlord at the end of the Term; provided, however, that
Tenant shall, prior to the end of the Term, remove all such alterations and
improvements, or the parts thereof specified by Landlord, from the Premises and
shall repair all damage caused by installation and removal. For purposes of
this Section 13, "minor improvements" shall be defined as those improvements
costing no more than $2,000.
10
<PAGE>
14. Mechanics' Liens. Tenant shall not, in the making of any repairs or
alterations, suffer or permit any mechanic's laborer's or materialman's lien to
be filed against the Premises or any part thereof by reason of labor or
materials supplied or claimed to have been supplied to Tenant; and if any such
lien shall be filed, Tenant, within thirty days after notice of filing, shall
cause it to be discharged of record (by payment, payment into court or bonding).
15. Use of Premises. Tenant shall use the Premises only for the Permitted
Use. Tenant will not occupy or use the Premises, or permit any portion of the
Premises to be occupied or used, for any business or purpose other than the
Permitted Use or for any use or purpose which is unlawful, in part or in whole,
disreputable in any manner, or extra hazardous on account of fire, nor permit
anything to be done which shall in any way cause substantial noise, vibrations,
fumes, or increase the rate of insurance on the Building or contents or cause
any cancellation of any insurance policy covering the Building or any portion of
its contents; and in the event that there shall be any increase in the rate of
insurance on the Building or contents created by Tenant's acts or conduct of
business, Tenant hereby agrees to pay to Landlord the amount of such increase on
demand. Tenant will conduct its business and control its agents, employees and
invitees in such a manner as not to create any nuisance, nor interfere with or
disturb the possession of other tenants or Landlord in the management of the
Building.
Tenant shall open the Premises for business to the public on or before the
Rent Commencement Date and thereafter operate the entire Premises during the
Lease Term for the Permitted Use in a high-class and reputable manner,
maintaining at all times in the Premises a staff of employees.
Except as provided herein, Tenant shall not, without the prior written
consent of Landlord, which may be granted or withheld in Landlord's sole
discretion, but which granting or withholding shall not be unreasonably delayed,
paint, install lighting or decorations, or install any signs, window or door
lettering or advertising media of any type on or about the Premises or any part
thereof. All signs installed by Tenant shall be removed by Tenant at its
expense upon the expiration or sooner termination of this Lease.
Notwithstanding the foregoing, Tenant shall have the right from time to
time and at any time to install and thereafter change displays in the windows of
the Premises, provided that Tenant shall give Landlord written notice of any
such installation or change thereto promptly after the occurrence thereof, and
further provided that Landlord shall have the right, upon written notice to
Tenant, to require that Tenant remove any display or portion thereof that
Landlord, in its sole discretion, determines to be offensive or otherwise
unacceptable. Immediately upon receipt of any such notice, Tenant shall remove
the displays or portions thereof as required in such notice.
16. Environmental Matters. Without limiting the generality of Section 15
hereof, Tenant shall conduct all activity in compliance with all federal, state,
and local laws, statutes, ordinances, rules, regulations, orders and
requirements of common law concerning protection of the environment
11
<PAGE>
or human health ("Environmental Law"). Tenant shall also cause its
subtenants (if subtenants are permitted by this Lease), licenses, invitees,
agents, contractors, subcontractors and employees to comply with all
Environmental Laws. Tenant and its permitted subtenants, licensees, invitees,
agents, contractors and subcontractors shall obtain, maintain, and comply
with all necessary environmental permits, approvals, registrations and
licenses.
Tenant shall not use or store Hazardous Materials (as hereafter
defined) in the Premises except for such Hazardous Materials of the types and
quantities as are commonly used in business offices similar to Tenant's,
including by way of example and not limitation, photocopier toner fluid and
correction fluid (the "Excepted Materials"). In addition to and not in
limitation of the foregoing, Tenant, its permitted subtenants, licensees,
invitees, agents, contractors, subcontractors and employees shall not generate,
refine, produce, transfer, process or transport Hazardous Materials on, above,
beneath or near the Premises of the Building, provided that nothing herein is
intended to prohibit the lawful transfer to and from the Premises of the
Excepted Materials. As used herein, the term "Hazardous Materials" shall
include, without limitation, all of the following: (1) hazardous substances, as
such term is defined in the Comprehensive Environmental Response, Compensation
and Liability Act ("CERCLA"), 42 U.S.C. Section 9601 (14), as amended by the
Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499, 100
Stat. 1613 (Oct. 17, 1986) ("SARA"); (2) regulated substances, within the
meaning of Title I of the Resource Conservation and Recovery Act, 42 U.S.C.
Sections 69916991(I), as amended by SARA; (3) any element, compound or material
which can pose a threat to the public health or the environment when released
into the environment; (4) hazardous waste as defined in the Pennsylvania Solid
Waste Management Act, PA Stat. Ann. Title 35 Section 6018.103 (Purdon Supp.
1987); (5) hazardous material designated under the Pennsylvania Hazardous
Materials Transportation Act Pa. Stat. Ann Title 75 Sections 8303 Purdon Supp.
1987); (6) any substance which may be the subject of liability pursuant to the
Pennsylvania Clean Streams Law, Pa Stat. Ann. Title 35, Sections 691.1 to
691.1001 (Purdon Supp. 1987); (7) an object or material which is contaminated
with any of the foregoing; (8) any other substance designated by any of the
Environmental Laws or a federal, state or local agency as detrimental to public
health, safety and the environment.
a. Tenant, its permitted subtenants, licensees, invitees,
agents, contractors, subcontractors and employees shall not release, spill,
pump, pour, emit, empty, dump or otherwise discharge or allow to escape
Hazardous Materials into the environment, and Tenant shall take all action
necessary to remedy the results of any such release, spillage, pumping, pouring,
emission, emptying, dumping, discharge or escape.
b. Tenant shall protect, indemnify and save Landlord harmless
from and against any and all liability, loss, damage, cost or expense (including
reasonable attorneys' fees) that Landlord may suffer or incur as a result of any
claims, demands, damages, losses, liabilities, costs, charges, suits, orders,
judgments or adjudications asserted, assessed, filed or entered against Landlord
or the Building, by any third-party, including without limitation, any
governmental authority, arising from the breach of Environmental Laws by Tenant,
its subtenants, licensees, or
12
<PAGE>
otherwise arising from the alleged generation, refining, production, storage,
handling, use, transfer, processing, transportation, release, spillage,
pumping, pouring, emission, emptying, dumping, discharge or escape of
Hazardous Materials on, from or affecting the Premises or the Building as the
result of the act or omission of Tenant, its subtenants, licenses, invitees,
agents, contractors, subcontractors and/or employees including, without
limitation, liability for costs and expenses of abatement, correction,
clean-up or other remedy, fines, damages, bodily injury (including death) and
property damage.
c. Tenant shall supply Landlord with copies of any written
communication between Tenant and any governmental agency or instrumentality
concerning or relating to Environmental Laws.
17. Rules and Regulations. Tenant covenants and agrees that Tenant, its
employees, agents, invitees, licensees and other visitors, shall observe
faithfully, and comply strictly with, such reasonable Rules and Regulations as
Landlord or Landlord's agents may, after notice to Tenant, from time to time
adopt with respect to the Building and common areas.
18. Governmental Regulations. Tenant shall throughout the term of this
Lease, at Tenant's sole cost and expense, promptly comply with all laws and
ordinances and notices, orders, rules, regulations and requirements of all
federal, state and municipal governments and appropriate departments,
commissions, boards and officers thereof, and notices, orders, rules and
regulations of the National Board of Fire Underwriters, or any other body now or
hereafter constituted exercising similar functions, relating to the use and
occupancy of the Premises by Tenant, exterior as well as interior, foreseen or
unforeseen, ordinary as well as extraordinary, or to the fixtures and equipment
thereof; provided, however, that Tenant shall not be required to comply with the
foregoing laws, ordinances and notices with respect to the exterior walls unless
the need for such compliance arises out of Tenant's use, manner of use or
occupancy of, or installations within or upon the Premises. Without limiting
the generality of the foregoing, Tenant shall keep in force at all times all
licenses, consents and permits necessary for the lawful use of the Premises for
the purposes herein provided and Tenant shall pay all personal property taxes,
income taxes, license fees, and other taxes which are or may be assessed, levied
or imposed upon Tenant in connection with Tenant's operation of its business
upon the Premises. Tenant shall likewise observe and comply with the
requirements of all policies of public liability, fire and other policies of
insurance at any time in force with respect to the Premises.
19. Signs. Except for signs which are located wholly within the interior
of the Premises and which are not visible from the exterior of the Premises, no
signs shall be placed, erected or maintained at any place upon the Premises or
the Building without Landlord's written approval. Notwithstanding the foregoing
to the contrary, Landlord hereby consents to the installation by Tenant, at
Tenant's sole cost and expense, of signs of the same size and location as those
signs most recently located on the Building and/or upon the Premises by the
former tenant of the Premises,
13
<PAGE>
Mellon Bank; provided, however, that Tenant shall be responsible at Tenant's
cost for complying with any laws and regulations pertaining to the
installation and maintenance of such signs.
20. Landlord's Entry. Landlord and its agents, contractors and invitees
shall have the right to enter the Premises at all reasonable times to inspect
the same, to exhibit same to prospective purchasers, tenants and mortgagees, and
to make any necessary repairs thereto. Landlord shall not be liable in any
manner to Tenant by reason of such entry or the performance of repair work in
the Premises and the obligations of Tenant hereunder shall not thereby be
affected.
21. Indemnification. The parties hereto shall each indemnify the other
from and against any and all losses, costs (including reasonable counsel fees),
claims, suits, actions and causes of action, whether legal or equitable,
sustained or arising by reason of the indemnifying party's default in any of its
obligations hereunder, or of the fault or neglect of the indemnifying party or
of the failure by the indemnifying party or any of its officers, agents,
employees or invitees to fulfill any duty toward the public, or any person or
persons whomsoever, which the indemnifying party, by reason of its occupancy or
use of the Premises, may owe, or arising from or in any way related to the
alleged generation, manufacture, production, processing, refining, handling,
treatment, storage, deposit, disposal, burial, dumping, injecting, spilling,
leaking or other use, placement or release in, on or affecting the Premises or
the Building of a Hazardous Substance or otherwise arising from any other
alleged violation of any of the Environmental Laws, including, but not limited
to, liability for costs and expenses of abatement, correction or clean-up,
fines, damages, response costs or penalties, or liability for personal injury or
property damage.
22. Curing Tenant's Defaults. If Tenant shall default in performing any
of its obligations hereunder, Landlord may (but shall not be so obliged), in
addition to Landlord's other rights and remedies and without waiver of such
default, cure such default on behalf of Tenant, thereby entering and possessing
the Premises if deemed necessary by Landlord, provided that Landlord shall have
first given Tenant written notice of such default and Tenant shall have failed
within fifteen (15) days following said written notice to cure or diligently to
pursue the cure of said default (which notice and opportunity to cure shall not
be required in case of emergency). Tenant, upon demand of Landlord, shall
reimburse Landlord for all costs (including reasonable counsel fees, not to
exceed five percent (5%) of the amount so demanded) incurred by Landlord with
respect to such default, and, if Landlord so elects, Landlord's efforts to cure
the same, which costs shall be deemed Additional Rent hereunder.
23. Default.
A. Events of Default. If
i) Tenant fails to pay any installment of Base Rent when due
and such failure continues for a period of five (5) days after notice by or on
behalf of Landlord; provided,
14
<PAGE>
however, that Landlord need not give any such notice, and Tenant shall not be
entitled to any such period of grace, more than twice in any twelve (12)
month period,
ii) Tenant fails to pay any Operating Expense Excess or
Additional Rent when due and such failure continues for a period of ten (10)
days after written notice from Landlord,
iii) Tenant vacates the Premises,
iv) Tenant fails to observe or perform any of Tenant's other
obligations herein contained and such failure continues for more than fifteen
(15) days after written notice from Landlord,
v) Tenant makes an assignment for the benefit of creditors,
vi) Tenant commits an act of bankruptcy or files a petition or
commences any proceeding under any bankruptcy or insolvency law,
vii) a petition is filed or any proceeding is commenced against
Tenant under any bankruptcy or insolvency law and is not dismissed within thirty
(30) days,
viii) Tenant is adjudicated a bankrupt, or
ix) a receiver or other official is appointed for Tenant or for
a substantial part of Tenant's assets or for Tenant's interests in this Lease,
an Event of Default shall be deemed to Exist and Tenant shall be in default
hereunder.
B. Landlord's Remedies. If an Event of Default occurs hereunder, at
the option of Landlord:
i) the balance of the Base Rent and all Additional Rent and all
other sums to which Landlord is entitled hereunder shall be deemed to be due,
payable and in arrears, as if payable in advance hereunder. Any acceleration of
the rent by Landlord shall not constitute a waiver of any right or remedy of
Landlord, and if Tenant shall fail to pay the accelerated rent upon Landlord's
demand, then Landlord may thereafter terminate this Lease, as aforesaid.
OR
ii) this Lease and the Term shall, without waiver of Landlord's
other rights and remedies, terminate without any right of Tenant to save the
forfeiture. Immediately upon such termination by Landlord, Landlord shall have
the right to recover possession of the Premises.
15
<PAGE>
C. Damages. Unless and until Landlord shall have terminated this
Lease under subsection 23.B above, Tenant shall remain fully liable and
responsible to perform all of the covenants and to observe all of the conditions
of this Lease throughout the remainder of the Term; and, in addition, Tenant
shall pay to Landlord, upon demand and as Additional Rent, the total sum of all
costs, losses and expenses, including reasonable counsel fees (not to exceed
five percent (5%) of the amounts claimed), as Landlord incurs, directly or
indirectly, because of any Event of Default having occurred.
If Landlord terminates Tenant's leasehold estate and this Lease as
provided in subsection 23.B. above, Landlord shall have the unrestricted right
to relet the Premises or any part(s) thereof, to such Tenant(s), on such
provisions and for such period(s) as Landlord may deem appropriate. It is
understood that Landlord shall have no obligation to have the Premises available
for reletting or otherwise endeavor to relet so long as Landlord (or any related
entity) has other comparable vacant space or property available for leasing to
others in the general geographical area of the Premises; and that
notwithstanding nonavailability of other space or property, Landlord's
obligation to mitigate damages shall be limited to such efforts as Landlord, in
its sole reasonable judgment, deems appropriate.
The damages which Landlord shall be entitled to recover from Tenant in
such case shall be the sum of:
i) all Base Rent and Additional Rent accrued and unpaid as of
the termination date;
ii) a) all costs and expenses incurred by Landlord in
recovering possession of the Premises,
b) the costs and expenses of restoring the Premises to the
condition in which the same were to have been surrendered by Tenant as of the
expiration of the Term,
c) the costs of reletting (exclusive of those covered by
the foregoing b) including brokerage fees (only to the extent any brokerage fees
paid in connection with this Lease have not been amortized) and reasonable
counsel fees; AND
iii) all Base Rent and other charges (including Additional Rent
when the same can be determined) otherwise payable by Tenant over the remainder
of the Term:
--LESS--
iv) all rent, including Additional Rent to the extent that the
same would have been payable by Tenant, as Landlord may receive from other
tenant(s) by reason of the leasing of
16
<PAGE>
the Premises or part thereof during or attributable to any period falling
within the otherwise remainder of the Term.
The damage sums payable by Tenant under the preceding provisions of
this subsection 23.C. shall be payable on demand from time to time as the
amounts are determined; and if from Landlord's subsequent receipt of rent as
aforesaid from reletting, there be any excess payment(s) by Tenant by reason
of the crediting of such rent thereafter received, the excess payment(s)
shall be refunded by Landlord to Tenant, without interest.
D. Interest Due on Unpaid Amounts. Any sums payable by Tenant
hereunder which are not paid within ten (10) days after the same shall be due
shall bear interest from that day until paid at the rate of two percent (2%)
over the then prime rate being charged by Corestates Bank for ninety (90) day
loans to major corporate borrowers (unless such rate be usurious as applied to
Tenant, in which case the highest permitted legal rate shall apply).
E. Waivers by Landlord, etc. No act or forbearance by Landlord shall
be deemed a waiver or election of any right or remedy by Landlord with respect
to Tenant's obligations hereunder, unless and to the extent that Landlord shall
execute and deliver to Tenant a written instrument to such effect, and any such
written waiver by Landlord shall not constitute a waiver or relinquishment for
the future of any obligation of Tenant. Landlord's acceptance of any payment
from Tenant while an Event of Default is continuing under this Lease (regardless
of any endorsement on any check or any writing accompanying such payment) may be
applied by Landlord to Tenant's obligations then due hereunder, in any priority
as Landlord may elect, and such acceptance by Landlord shall not operate as an
accord and satisfaction or constitute a waiver of any right or remedy of
Landlord with regard to Tenant's obligations hereunder.
24. Quiet Enjoyment. So long as Tenant is not in default under the
covenants and agreements of this Lease, Tenant's quiet and peaceful enjoyment of
the Premises shall not be disturbed or interfered with by Landlord or by any
person claiming by, through or under Landlord.
25. Assignment and Subletting. Tenant shall not assign, pledge, mortgage
or otherwise transfer or encumber this Lease, nor sublet all or any part of the
Premises or permit the same to be occupied or used by anyone other than Tenant
or its employees or any subsidiary, parent or affiliated company of Tenant
without Landlord's prior written approval, which Landlord agrees not
unreasonably to withhold. It will not be unreasonable for Landlord to withhold
consent if the reputation, financial responsibility, or business of a proposed
assignee or subtenant is unsatisfactory to Landlord.
Tenant's request for approval shall be in writing and contain the
name, address and description of the business of the proposed assignee or
subtenant, its most recent financial statement and other evidence of financial
responsibility, its intended use of the Premises, and the terms and conditions
of the proposed assignment or subletting.
17
<PAGE>
Within fifteen (15) days from receipt of such request, Landlord shall
either:
A. grant consent, or
B. refuse consent, or
C. require Tenant to execute an assignment or lease or sublease
of Tenant's interest hereunder to Landlord or its designee upon the same terms
and conditions as are contained herein, together with an assignment of Tenant's
interest as sublessor in any such proposed sublease, or
D. if the request is for consent to a proposed assignment of
this Lease, terminate this Lease and the Term hereof effective as of the last
day of the month in which the request was received.
Each assignee or sublessee of Tenant's interest hereunder shall assume
and be deemed to have assumed this Lease and shall be and remain liable jointly
and severally with Tenant for all payments and for the due performance of all
terms, covenants, conditions and provisions herein contained on Tenant's part to
be observed and performed. No assignment shall be binding upon Landlord unless
the assignee shall deliver to Landlord an instrument in recordable form
containing a covenant or assumption by the assignee, but the failure or refusal
of an assignee to execute the same shall not release assignee from its liability
as set forth herein.
Any assignment or subletting shall terminate any right in Tenant (as
may otherwise be provided for herein) to renew or extend the Term of this Lease
or any right of expansion to new or additional space, and shall likewise
terminate and render void and of no effect any prior exercise of any of the
rights enumerated above (except and only to the extent that a renewal term is
then in effect).
Any consent by Landlord hereunder shall not constitute a waiver of
strict future compliance by Tenant of the provisions of this Section 25 or a
release of Tenant from the full performance by Tenant of any of the terms,
covenants, provisions or conditions in this Lease contained.
26. Subordination. This Lease is and shall be subject and subordinate at
all times to all mortgages and other encumbrances now or hereafter placed upon
the Premises without the necessity of any further instrument or act on the part
of Tenant to effectuate such subordination. Tenant shall from time to time
execute and deliver within ten (10) days following the request of Landlord or
Landlord's mortgagee, grantee or lessor, recordable instruments evidencing such
subordination and Tenant's agreement to attorn to the holder of such prior
right. Notwithstanding the foregoing, any mortgagee may, at any time,
subordinate its mortgage to this Lease, without Tenant's consent, by
18
<PAGE>
notice in writing to Tenant, whereupon this Lease shall be deemed prior to
such mortgage without regard to their respective dates.
27. Tenant's Certificates. Tenant shall, from time to time, within
fifteen (15) days after Landlord's request, execute and deliver to Landlord a
recordable written instrument(s) certifying that this Lease is unmodified and in
full effect (or if there have been modifications, that it is in effect as
modified), and the dates to which rental charges have been prepaid by Tenant, if
any, and whether or not Landlord is in default of any of its obligations
hereunder. Tenant agrees that such statement may be relied upon by any
mortgagee, purchaser or assignee of Landlord's interest in this Lease or the
Premises.
28. Acceptance; Surrender. By entry and possession of the Premises,
Tenant hereby acknowledges that Tenant has examined the Premises and accepts the
same as being in the condition called for by this Lease. Tenant shall, at the
end of the Term, promptly surrender the Premises in good order and condition and
in conformity with the applicable provisions of this Lease, excepting only
reasonable wear and tear and damage by fire or other insured casualty.
29. Holding Over. This Lease shall expire absolutely and without notice
on the last day of the Term, provided that if Tenant, with the prior written
consent of Landlord, retains possession of the Premises or any part thereof
after the termination of this Lease by expiration of the Term or otherwise, a
month-to-month tenancy shall be deemed to exist, and Tenant shall continue to
pay the Base Rent and Additional Rent due hereunder. If such holding over
exists without Landlord's prior written consent, Tenant shall pay Landlord, as
partial compensation for such unlawful retention, an amount calculated on a per
diem basis for each day of such continued unlawful retention, equal to twice the
Base Rent for the time Tenant thus remains in possession. Such payments for
unlawful retention shall not limit any rights or remedies of Landlord resulting
by reason of the wrongful holding over by Tenant or create any right in Tenant
to continue in possession of the Premises.
30. Notices. All notices, requests and consents herein required or
permitted from either party to the other shall be in writing and shall be deemed
given when received or rejected by the addressee, registered or certified mail,
return receipt requested, postage prepaid, addressed to Landlord at its address
aforesaid, with a copy to any mortgagee designated by Landlord, or, as the case
may be, addressed to Tenant c/o its President at its address aforesaid, or to
such other address as the party to receive same may designate by notice to the
other.
31. Broker. Landlord represents and warrants to Tenant that Landlord has
not dealt with any broker or agent in connection with the negotiation for or the
obtaining of this Lease, other than a representative of Penn-American Real
Estate Company acting as agent for Landlord and the Active Broker. Landlord
agrees to indemnify and hold Tenant harmless from and against all cost,
liability or claim for commission or other compensation by any broker or agent
claiming to be employed or contracted by Landlord other than Penn-American Real
Estate Company with respect to the Premises.
19
<PAGE>
Tenant represents and warrants to Landlord that Tenant has not dealt with
any broker or agent in connection with the negotiations for or the obtaining of
this Lease, other than Penn-American Real Estate Company and Active Broker, and
Tenant agrees to indemnify and hold Landlord harmless from and against any and
all cost, liability or claim for commission or other compensation by any broker
or agent, other than Active Broker, claiming to be employed by Tenant or
claiming to have called the Premises to Tenant's attention.
32. Definition of Parties. The word "Landlord" is used herein to include
the Landlord named above and any subsequent person who succeeds to the rights of
Landlord herein, each of whom shall have the same rights and remedies as he
would have had had he originally signed this Lease as Landlord, but neither
Landlord nor any such person shall have any liability hereunder after he ceases
to hold a fee or leasehold interest in the Premises, except for obligations
which may have theretofore accrued; and in all events, Tenant shall look solely
to the Premises and rent derived therefrom for enforcement of any obligation
hereunder or by law assumed or enforceable against Landlord or such other
person. The word Tenant is used herein to include the party named above as
Tenant as well as its or their respective heirs, personal representatives,
successors and assigns, each of whom shall be under the same obligations, and
disabilities and have only such rights, privileges and powers as he would have
possessed had he originally signed this Lease as Tenant.
33. Entire Agreement; Interpretation. This Lease constitutes the entire
agreement between the parties hereto with respect to the Premises and there are
no other agreements or understandings. This Lease shall not be modified except
by written instrument executed by both parties. The captions herein are for
convenience only, and are not part of the Lease. This Lease shall be construed
in accordance with the laws of the Commonwealth of Pennsylvania.
34. Renewal Term
(a) Provided no Event of Default under this Lease has occurred and is
continuing, Tenant shall have the right and option, exercisable by giving
written notice thereof to Landlord at least six (6) months prior to the
expiration of the initial Term (or any such renewal term), to renew the term of
this Lease for two (2) additional five (5) year terms and upon the giving of any
such notice the Lease Term shall automatically be renewed for an additional
period of five years, and no further instrument of renewal need be executed. As
used in this Lease, the term "Lease Term" shall mean the original term and any
renewal term for which Tenant has given notice of its intention to renew. If
Tenant fails to give notice of its intention to renew the Lease Term, this Lease
shall automatically terminate upon the expiration of the then-current Lease
Term, and Tenant shall have no further rights of renewal.
(b) Each renewal term shall be upon the same terms and conditions as
set forth herein for the immediately preceding term except that (i) the Base
Rent payable during each year of each renewal term shall be increased from the
Base Rent for the previous Lease year by the percentage increase in the Consumer
Price Index for all Urban Consumers, published by the Bureau of Labor
20
<PAGE>
Statistics of the United States Department of Labor ("CPI"), and (ii) prior
to the commencement of the first renewal term, Landlord, at Landlord's sole
cost and expense, shall repaint and recarpet the Premises to the building
standard finish then in effect for new leases at the Building.
Notwithstanding the foregoing, the increase in Base Rent for each year of
each renewal term shall in no event be less than three percent or more than
seven percent above the Base Rent for the immediately preceding Lease Year.
(c) Base Rent shall be payable in advance on the first day of each
month during each Renewal Term. Tenant shall continue to be responsible during
the Renewal Term for all other payments required under the Lease.
IN WITNESS WHEREOF, the parties hereto have executed this Lease, under
seal, as of the day and year first above written.
LANDLORD:
PAREC LANSDALE OFFICE ASSOCIATES
By: Parec Realty Partners, its sole general
partner
By: Parec Realty, Inc., its sole general
partner
ATTEST:
By: /S/ Robert A. Ayerly
/S/ David S. Gray ----------------------------------
- -------------------------- Name: ROBERT A. AYERLY
Name: DAVID S. GRAY Title: PRESIDENT
Title: VICE PRESIDENT
TENANT:
MADISON BANK
ATTEST:
By: /S/ ILLEGIBLE By: /S/ ILLEGIBLE
--------------------------- ---------------------------
Name: Name:
Title: Title:
21
<PAGE>
EXHIBIT "A"
Diagram showing the premises that 3,799 rentable square foot portion
of the Century Plaza Office Building (the "Building") constructed
on certain land (the "Land") located at 100 Main Street, Lansdale,
Pennsylvania, with C1 zoning in Montgomery County, Pennsylvania.
22
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<CIK> 0000846809
<NAME> MADISON BANCSHARES
<MULTIPLIER> 1,000
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<EXCHANGE-RATE> 1
<CASH> 6,371
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 3,460
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 2,963
<INVESTMENTS-CARRYING> 2,107
<INVESTMENTS-MARKET> 2,110
<LOANS> 98,079
<ALLOWANCE> 955
<TOTAL-ASSETS> 114,185
<DEPOSITS> 95,485
<SHORT-TERM> 9,400
<LIABILITIES-OTHER> 995
<LONG-TERM> 0
0
0
<COMMON> 1,044
<OTHER-SE> 7,261
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</TABLE>
