<PAGE>
U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended April 3, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT
Commission File Number 0-9478
SPECTRUM LABORATORIES, INC.
Incorporated pursuant to the laws of the State of Delaware
-----------------
Internal Revenue Service - Employer Identification Number 95-4718363
23022 La Cadena Drive, Laguna Hills, California 92653
Address of principal executive offices
Issuer's Telephone Number (949) 581-3500
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
--- ---
Number of shares of Common Stock outstanding as of April 30, 1999: 5,311,968
<PAGE>
Spectrum Laboratories, Inc.
<TABLE>
<CAPTION>
Page
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<S> <C>
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet as of April 3, 1999 3
Consolidated Statements of Income for the Three Months Ended
April 3, 1999 and April 4, 1998 4
Consolidated Statements of Cash Flows for the Three Months Ended
April 3, 1999 and April 4, 1998 5
Notes to Consolidated Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition 7
Part II - OTHER INFORMATION
Item 1. Legal Proceedings 9
Item 2. Changes in Securities 9
Item 3. Defaults Upon Senior Securities 9
Item 4. Submission of Matters to a Vote of Security Holders 9
Item 5. Other Information 9
Item 6. Exhibits and Reports on Form 8-K 9
Signature 10
</TABLE>
2
<PAGE>
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
SPECTRUM LABORATORIES, INC.
CONSOLIDATED BALANCE SHEET
AS OF APRIL 3, 1999
(DOLLARS IN THOUSANDS, EXCEPT PAR VALUE)
(UNAUDITED)
<CAPTION>
<S> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 1,043
Accounts receivable 1,554
Inventories 1,577
Prepaid expenses 203
Deferred taxes 377
---------------
Total current assets 4,754
Equipment and leasehold improvements 2,154
Goodwill 2,658
Other assets 464
---------------
TOTAL ASSETS $ 10,030
===============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Current portion of long-term debt $ 1,021
Accounts payable 722
Accrued expenses and other current liabilities 1,001
---------------
Total current
liabilities 2,744
LONG-TERM DEBT, less current portion 1,380
MINORITY INTEREST 2,000
SHAREHOLDERS' EQUITY
Common stock, par value $.01: 25,000,000 shares authorized;
5,311,968 issued and outstanding 53
Preferred stock, par value $.01: 10,000,000 shares authorized;
none issued or outstanding
Additional paid in capital 8,026
Accumulated deficit (4,173)
---------------
TOTAL SHAREHOLDERS' EQUITY 3,906
---------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 10,030
===============
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3
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<TABLE>
SPECTRUM LABORATORIES, INC.
CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS ENDED APRIL 3, 1999 AND APRIL 4, 1998
(IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)
(UNAUDITED)
<CAPTION>
1999 1998
---------- ----------
<S> <C> <C>
NET SALES $ 3,297 $ 3,200
COSTS AND EXPENSES
Cost of sales 1,671 1,639
Selling 340 461
General and administrative 731 789
Research and development 163 150
Other expense, primarily interest 48 79
---------- ----------
2,953 3,118
Total costs and expenses
Income before provision for income taxes 344 82
Provision for income taxes 141 9
---------- ----------
Net income $ 203 $ 73
========== ==========
Earnings per share
Basic $ .04 $ .02
========== ==========
Diluted $ .04 $ .02
========== ==========
Weighted average shares outstanding
Basic 5,312 4,815
========== ==========
Diluted 5,459 4,821
========== ==========
</TABLE>
4
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<TABLE>
SPECTRUM LABORATORIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED APRIL 3, 1999 AND APRIL 4, 1998
(IN THOUSANDS)
(UNAUDITED)
<CAPTION>
1999 1998
---------------- ----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 203 $ 73
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 175 159
Minority interest in loss of subsidiary (5)
Change in assets and liabilities:
(Increase) decrease in accounts receivables (35) 5
Decrease in inventories 119 1
(Increase) decrease in prepaid expenses (80) 40
Increase in other assets (28) (7)
Decrease in accounts payable (45) (91)
Increase in accrued expenses and other current liabilities 220 58
Other 10
---------------- ----------------
Net cash provided by operating activities 539 233
---------------- ----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of equipment and leasehold improvements (75) (113)
Increase in investments (483)
Advances to principal shareholder (39) (24)
Proceeds from the sale of equipment 29
---------------- ----------------
Net cash used in investing activities (85) (620)
----------------- ----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on debt (266) (314)
Proceeds from issuance of debt 275
---------------- ----------------
Net cash used in financing activities (266) (39)
----------------- ----------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 188 (426)
CASH AND CASH EQUIVALENTS, beginning of period 855 1,135
---------------- ----------------
CASH AND CASH EQUIVALENTS, end of period $ 1,043 $ 709
================ ================
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5
<PAGE>
NOTES TO CONSOLIDATED STATEMENTS
Note 1 - Basis of Presentation
The accompanying unaudited financial statements consolidate the accounts of
Spectrum Laboratories, Inc. and its subsidiaries, SLI Acquisition Corp.,
Spectrum Europe B.V. and Spectrum Chromatography (collectively, the Company).
All significant intercompany transactions have been eliminated in consolidation.
In the opinion of management, the accompanying unaudited interim consolidated
financial statements contain all adjustments (consisting only of normal
recurring accruals) necessary to present fairly the financial position of the
Company as of April 3, 1999 and the results of its operations and its cash flows
for the three months ended April 3, 1999 and April 4, 1998. Certain information
and footnote disclosures normally included in the financial statements have been
condensed or omitted pursuant to rules and regulations of the Securities and
Exchange Commission, although the Company believes that the disclosures in the
unaudited interim financial statements are adequate to make the information
presented not misleading.
Note 2 - Reorganization
On September 30, 1998, Spectrum Medical Industries, Inc. (SMI), which formerly
owned 79.9% of Spectrum Laboratories, Inc. merged with Spectrum Laboratories,
Inc. (SLI). The merger was a combination of two companies under common control
and has been accounted for in a manner similar to a pooling of interests. The
consolidated financial statements of Spectrum Laboratories, Inc. for the period
ended April 4, 1998 are those of Spectrum Medical Industries, Inc. and
subsidiaries and have been restated to reflect the effects of the merger with
Spectrum Laboratories, Inc. In connection with this reorganization, SMI
distributed its 79.9% ownership in SLI, 1,013,543 shares, to the stockholders of
SMI and the Company effected a one-for-ten reverse stock split and
reincorporated in Delaware. This reverse stock split has been accounted for as
if it occurred as of the beginning of the earliest period presented in these
consolidated financial statements. Accordingly, stock options and corresponding
exercise prices have been adjusted to reflect the reverse split.
Note 3 - Inventories
Inventories are stated at the lower of cost, determined using the first-in,
first-out method, or net realizable value and are composed of the following (in
thousands):
Raw materials $ 939
Work in progress 33
Finished goods 605
----------
$ 1,577
==========
Note 4 - Earnings per Share
Basic earnings per share is computed by dividing the net income attributable to
the common stockholders by the weighted average number of common shares
outstanding during the period. There is no adjustment in the net income
attributable to common stockholders. Diluted earnings per share reflects the
potential dilution that could occur from common shares issuable through stock
options (146,592 and 5,289 shares in the fiscal periods 1999 and 1998,
respectively).
Note 5 - Income Taxes
At January 2, 1999, the Company had net operating loss carryforwards for federal
income tax purposes available to offset future taxable income. Certain of these
loss carryforwards are available to offset separate taxable income of one of the
companies and are limited to approximately $298,000 of that entity's income
annually. Any unused net operating loss is carried forward. As a result of the
limitation, it is possible that more than $5,000,000 of the entity's net
operating loss may expire without utilization.
The income tax provision for 1998, as a percentage of income before the tax
provision, is lower than expected primarily because SMI, prior to its merger
into the Company, was an S corporation and, hence, paid no federal income taxes
and had a low state income tax rate.
6
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Note 6 - Product Group Information
The Company's product groups are based on specific product characteristics and
are grouped into laboratory products and operating room disposable products.
Laboratory products consist primarily of: (1) membranes used to concentrate,
separate and purify dissolved or suspended molecules that are sold primarily to
laboratories and (2) hollow fiber membrane devices that allow components
retained by a membrane to be concentrated including filters utilized for micro
and ultrafiltration separations that are sold to biotech and pharmaceutical
companies. Operating room disposable products consist of sterile plastic
surgical drapes and cloth bandages that are sold primarily to hospitals.
Revenue by product group is as follows (in thousands):
1999 1998
--------- ---------
Laboratory products $ 2,874 $ 2,769
Operating room disposable products 423 431
--------- ---------
$ 3,297 $ 3,200
========= =========
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following discussion should be read in conjunction with the Consolidated
Financial Statements and Notes thereto contained elsewhere within this Report on
Form 10-QSB. Except for the historical information contained herein, the
following discussion may contain forward-looking statements that involve risks
and uncertainties. The actual future results of the Company could differ
materially from those discussed here. Factors that could cause or contribute to
such differences include, but are not limited to, those discussed in this report
and those factors discussed in the Company's Form 10-KSB for the year ended
January 2, 1999, as filed with the Securities and Exchange Commission and, from
time to time, in the Company's other reports on file with the Commission.
In September 1998, Spectrum Medical Industries, Inc. (SMI), which formerly owned
approximately 79.9% of the Company, was merged into the Company. As a result,
the operating results of all periods presented include the operations of SMI and
those of Chromatography, which was formerly a subsidiary of SMI and is now a
subsidiary of the Company.
Results of Operations
Selling and general and administrative expenses for the first quarter of fiscal
1999 decreased 14% from the first quarter of fiscal 1998. The decrease was
primarily due to cost reduction measures implemented during the third quarter of
1998.
The income tax provision for 1998, as a percentage of income before the tax
provision, is lower than expected primarily because SMI, prior to its merger
into the Company, was an S corporation and, hence, paid no federal income taxes
and had a low state income tax rate.
Liquidity and Capital Resources
In the first quarter of 1999, $539,000 of cash was generated from operating
activities. Net income before the non-cash expenses of depreciation and
amortization was the primary source of the positive cash flow. The cash flow was
offset, to a large extent, by the purchase of equipment and payments on debt.
Significant non-operating outflows of cash during the remainder of fiscal 1999
may result from the relocations of the Company's California operations, from
three locations to one, and a bank loan of approximately $300,000 that becomes
due on June 1, 1999, although this due date may be extended.
Management of the Company believes that cash on hand and cash expected to be
generated from operations will be sufficient to meet cash requirements for the
remainder of fiscal 1999.
7
<PAGE>
Year 2000 Matters
The Year 2000 issue is the result of computer programs being written using two
digits rather than four to define the applicable year. Any of the Company's
hardware or computer programs that have time-sensitive software may recognize a
date using "00" as the year 1900 rather than the Year 2000. The Company is in
the process of converting from existing hardware and accounting software to
hardware and software programs that are Year 2000 compliant.
The Company has had formal communications with substantially all of its
significant suppliers and large customers to determine the extent to which the
Company's interface systems are vulnerable to those third parties' failure to
remediate their own Year 2000 issue. Although the results of these
communications did not indicate that any problems were expected, there can be no
guarantee that the systems of other companies on which the Company's operations
rely will be timely converted and would not have an adverse effect on the
Company's ability to obtain products and services from vendors or collect
receivables from customers.
The Company will utilize both internal and external resources to reprogram, or
replace, and test the software and equipment for Year 2000 modifications and
anticipates completing these modifications no later than September 1999. The
total cost of the Year 2000 project is estimated at $50,000, is being funded
through operating cash flows, and the costs are being expensed as incurred.
Approximately $16,000 had been expended as of April 3, 1999.
The costs of the project and the date on which the Company believes it will
complete the Year 2000 modifications are based on management's best estimates,
which were derived from assumptions of future events, including the continued
availability of certain resources, third-party modification plans and other
factors. However, there can be no guarantee that these estimates will be
achieved and actual results could differ materially from those anticipated.
Specific factors that might cause such material differences include, but are not
limited to, the availability and cost of personnel trained in this area, the
ability to locate and correct all relevant computer codes and hardware, and
similar uncertainties.
Management is of the opinion that the year 2000 issue will not pose significant
operational problems for the Company. However, should these conversions by the
Company and by its significant suppliers and customers not be successfully
completed on a timely basis, a potential worst-case effect on the Company could
be a significant disruption of operations, including, among other things, an
inability to obtain materials from vendors, make timely shipments to customers,
a temporary inability to process transactions, send invoices to its customers,
or engage in similar normal business activities. The Company does not have a
contingency back-up plan in case such conversions are not completed on a timely
basis.
8
<PAGE>
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Change in Securities
None
Item 3. Defaults upon Senior Securities
Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and reports on Form 8-K
(a) Exhibits
Exhibit 10.20 - Sublease agreement dated January 19, 1999 between
Millipore Corporation and Spectrum Laboratories, Inc.
(b) Reports on Form 8-K filed during the quarter ended April 3, 1999.
Report, dated September 30, 1998, regarding the merger of
Spectrum Medical Industries, Inc. into Spectrum Laboratories,
Inc. Financial statements submitted with this Report were as
follows:
A. Financial Statements of Spectrum Medical Industries, Inc.
1. Audited Consolidated Financial Statements of Spectrum
Medical Industries, Inc. and Subsidiaries as of January
3, 1998 and December 31, 1996 and for each year then
ended
2. Unaudited Consolidated Balance Sheet as of October 3,
1998
3. Unaudited Consolidated Statements of Operations for the
nine months ended October 3, 1998 and September 30,
1997
4. Unaudited Consolidated Statement of Shareholders'
Equity for the period January 4, 1998 through October
3, 1998
5. Unaudited Consolidated Statements of Cash Flows for the
nine months ended October 3, 1998 and September 30,
1997
B. Pro Forma Financial Information of Spectrum Medical
Industries, Inc. and Spectrum Laboratories, Inc.
1. Unaudited Pro Forma Consolidated Balance Sheets as of
October 3, 1998
2. Unaudited Pro Forma Consolidated Statements of
Operations for the years ended January 3, 1998 and
December 31, 1996 and nine months ended October 3, 1998
and September 30, 1997
9
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
SPECTRUM LABORATORIES, INC.
(Registrant)
/s/ F. Jesus Martinez
- ----------------------
Signature
F. Jesus Martinez
President
Date: May 17, 1999
/s/ Larry D. Womack
- -----------------------
Signature
Larry D. Womack
Vice President Finance
Date: May 17, 1999
10
<PAGE>
AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION
STANDARD SUBLEASE
(Long-form to be used with pre-1996 AIR leases)
1. PARTIES. This Sublease, dated, for reference purposes only, January 19,
1999 is made by and between Millipore Corporation ("Sublessor") and Spectrum
Laboratories, Inc. ("Sublessee").
2. PREMISES. Sublessor hereby subleases to Sublessee and Sublessee hereby
subleases from Sublessor for the term, at the rental, and upon all of the
conditions set forth herein, that certain real property, including all
improvements therein, and commonly known by the street address of 18617
Broadwick, Rancho Domiguez located in the County of Los Angeles, State of
California and generally described as (describe briefly the nature of the
property) a +/-55,500 square foot concrete tilt-up industrial building commonly
known as 18617 Broadwick shown on Exhibit "A" attached hereto
("PREMISES").
3. TERM.
3.1 TERM. The term of this Sublease shall be for six (6) years five and
one/half (5 1/2) months commencing on March 1, 1999 and ending on July 14, 2005
unless sooner terminated pursuant to any provision hereof.
3.2 DELAY IN COMMENCEMENT. Sublessor agrees to use its best
commercially reasonable efforts to deliver possession of the Premises by the
commencement date. If, despite said efforts, Sublessor is unable to deliver
possession as agreed, Sublessor shall not be subject to any liability therefor,
nor shall such failure affect the validity of this Sublease. Sublessee shall
not, however, be obligated to pay Rent or perform its other obligations until it
receives possession of the Premises. If possession is not delivered within sixty
days after the commencement date, Sublessee may, at its option, by notice in
writing within ten days after the end of such sixty day period, cancel this
Sublease, in which event the Parties shall be discharged from all obligations
hereunder. If such written notice is not received by Sublessor within said ten
day period, Sublessee's right to cancel shall terminate. Except as otherwise
provided, if possession is not tendered to Sublessee when required and Sublessee
does not terminate this Sublease, as aforesaid, any period of rent abatement
that Sublessee would otherwise have enjoyed shall run from the date of delivery
of possession and continue for a period equal to what Sublessee would otherwise
have enjoyed under the terms hereof, but minus any days of delay caused by the
acts or omissions of Sublessee. If possession is not delivered within 120 days
after the commencement date, this Sublease shall automatically terminate unless
the Parties agree, in writing, to the contrary.
4. RENT.
4.1 BASE RENT. Sublessee shall pay to Sublessor as Base Rent for the
Premises equal monthly payments as stated in Paragraph 4.1 of the Addendum in
advance, on the First (1st) day of each month of the term hereof. Sublessee
shall pay Sublessor upon the execution hereof $13,875 as Base Rent for March,
1999
Base Rent for any period during the term hereof which is for less than one month
shall be a pro rata portion of the monthly installment.
4.2 RENT DEFINED. All monetary obligations of Sublessee to Sublessor
under the terms of this Sublease (except for the Security Deposit) are deemed to
be rent ("RENT"). Rent shall be payable in lawful money of the United States to
Sublessor at the address stated herein or to such other persons or at such other
places as Sublessor may designate In writing.
5. SECURITY DEPOSIT. Sublessee shall deposit with Sublessor upon execution
hereof $ 27 ,750 as security for Sublessee's faithful performance of Sublessee's
obligations hereunder. If Sublessee fails to pay Rent or other charges due
hereunder, or otherwise defaults with respect to any provision of this Sublease,
Sublessor may use, apply or retain all or any portion of said deposit for the
payment of any Rent or other charge in default or for the payment of any other
sum to which Sublessor may become obligated by reason of Sublessee's default, or
to compensate Sublessor for any loss or damage which Sublessor may suffer
thereby. If Sublessor so uses or applies all or any portion of said deposit,
Sublessee shall within ten days after written demand therefore forward to
Sublessor an amount sufficient to restore said Deposit to the full amount
provided for herein and Sublessee's failure to do so shall be a material breach
of this Sublease. Sublessor shall not be required to keep said Deposit separate
from its general accounts. If Sublessee performs all of Sublessee's obligations
hereunder, said Deposit, or so much thereof as has not therefore been applied by
Sublessor, shall be returned, without payment of interest to Sublessee (or at
Sublessor's option, to the last assignee, if any, of Sublessee's interest
hereunder) at the expiration of the term hereof, and after Sublessee has vacated
the Premises. No trust relationship is created herein between Sublessor and
Sublessee with respect to said Security Deposit.
6. USE.
6.1 AGREED USE. The Premises shall be used and occupied only for
general offices, warehouse, manufacturing and distribution of hospital products
and for no other purpose.
6.2 ACCEPTANCE OF PREMISES AND LESSEE. Sublessee acknowledges that:
(a) it has been advised by Brokers to satisfy itself with respect to
the condition of the Premises (including but not limited to the electrical, HVAC
and fire sprinkler systems, security, environmental aspects, and compliance with
Applicable Requirements), and their suitability for Sublessee's intended use,
(b) Sublessee has made such investigation as it deems necessary with
reference to such matters and assumes all responsibility therefor as the same
relate to its occupancy of the Premises, and
(c) neither Sublessor, Sublessor's agents, nor any Broker has made any
oral or written representations or warranties with respect to said matters other
than as set forth in this Sublease.
In addition, sublessor acknowledges that:
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1997-American Industrial Real Estate Association
REVISED FORM SBL-1-3/97E
<PAGE>
(a) Broker has made no representations, promises or warranties
concerning Sublessee's ability to honor the Sublease or suitability' to occupy
the Premises, and
(b) it is Sublessor's sole responsibility to investigate the financial
capability and/or suitability of all proposed tenants.
7. MASTER LEASE
7.1 Sublessor is the lessee of the Premises by virtue of a lease,
hereinafter the "Master Lease", a copy of which is attached hereto marked
Exhibit 1, wherein The Carson Companies is the lessor, hereinafter the "MASTER
LESSOR".
7.2 This Sublease is and shall be at all times subject and subordinate
to the Master Lease.
7.3 The terms, conditions and respective obligations of Sublessor and
Sublessee to each other under this Sublease shall be the terms and conditions of
the Master Lease except for those provisions of the Master Lease which are
directly contradicted by this Sublease in which event the terms of this Sublease
document shall control over the Master Lease. Therefore, for the purposes of
this Sublease, wherever in the Master Lease the word "Lessor" is used it shall
be deemed to mean the Sublessor herein and wherever in the Master Lease the word
"Lessee" is used it shall be deemed to mean the Sublessee herein.
7.4 During the term of this Sublease and for all periods subsequent for
obligations which have arisen prior to the termination of this Sublease,
Sublessee does hereby expressly assume and agree to perform and comply with, for
the benefit of Sublessor and Master Lessor, each and every obligation of
Sublessor under the Master Lease except for the following paragraphs which are
excluded therefrom:
None
7.5 The obligations that Sublessee has assumed under paragraph 7.4
hereof are hereinafter referred to as the "SUBLESSEE'S ASSUMED OBLIGATIONS". The
obligations that Sublessee has not assumed under paragraph 7.4 hereof are
hereinafter referred to as the "SUBLESSOR'S REMAINING OBLIGATIONS".
7.6 Sublessee shall hold Sublessor free and harmless from all
liability, judgments, costs, damages, claims or demands, including reasonable
attorneys fees, arising out of Sublessee's failure to comply with or perform
Sublessee's Assumed Obligations.
7.7 Sublessor agrees to maintain the Master Lease during the entire
term of this Sublease, subject, however, to any earlier termination of the
Master Lease without the fault of the Sublessor, and to comply with or perform
Sublessor's Remaining Obligations and to hold Sublessee free and harmless from
all liability, judgments, costs, damages, claims or demands arising out of
Sublessor's failure to comply with or perform Sublessor's Remaining Obligations.
7.8 Sublessor represents to Sublessee that the Master Lease is in full
force and effect and that to Sublessor's actual knowledge no default exists on
the part of any Party to the Master Lease.
8. ASSIGNMENT OF SUBLEASE AND DEFAULT.
8.1 Sublessor hereby assigns and transfers to Master Lessor the
Sublessor's interest in this Sublease, subject however to the provisions of
Paragraph 8.2 hereof.
8.2 Master Lessor, by executing this document, agrees that until a
Default shall occur in the performance of Sublessor's Obligations under the
Master Lease, that Sublessor may receive, collect and enjoy the Rent accruing
under this Sublease. However, if Sublessor shall Default in the performance of
its obligations to Master Lessor then Master Lessor may, at its option, receive
and collect, directly from Sublessee, all Rent owing and to be owed under this
Sublease. Master Lessor shall not, by reason of this assignment of the Sublease
nor by reason of the collection of the Rent from the Sublessee, be deemed liable
to Sublessee for any failure of the Sublessor to perform and comply with
Sublessor's Remaining Obligations.
8.3 Sublessor hereby irrevocably authorizes and directs Sublessee upon
receipt of any written notice from the Master Lessor stating that a Default
exists in the performance of Sublessor's obligations under the Master Lease, to
pay to Master Lessor the Rent due and to become due under the Sublease.
Sublessor agrees that Sublessee shall have the right to rely upon any such
statement and request from Master Lessor, and that Sublessee shall pay such Rent
to Master Lessor without any obligation or right to inquire as to whether such
Default exists and notwithstanding any notice from or claim from Sublessor to
the contrary and Sublessor shall have no right or claim against Sublessee for
any such Rent so paid by Sublessee.
8.4 No changes or modifications shall be made to this Sublease without
the consent of Master Lessor.
9. CONSENT OF MASTER LESSOR.
9.1 In the event that the Master Lease requires that Sublessor obtain
the consent of Master Lessor to any subletting by Sublessor then, this Sublease
shall not be effective unless, within ten days of the date hereof. Master Lessor
signs this Sublease thereby giving its consent to this Subletting.
9.2 In the event that the obligations of the Sublessor under the Master
Lease have been guaranteed by third parties then neither this Sublease, nor the
Master Lessor's consent, shall be effective unless, within 10 days of the date
hereof, said guarantors sign this Sublease thereby giving their consent to this
Sublease.
9.3 In the event that Master Lessor does give such consent then:
(a)Such consent shall not release Sublessor of its obligations or
alter the primary liability of Sublessor to pay the Rent and perform and comply
with all of the obligations of Sublessor to be performed under the Master Lease.
(b) The acceptance of Rent by Master Lessor from Sublessee or
anyone else liable under the Master Lease shall not be deemed a waiver by Master
Lessor of any provisions of the Master Lease.
(c) The consent to this Sublease shall not constitute a consent
to any subsequent subletting or assignment.
(d) In the event of any Default of Sublessor under the Master
Lease, Master Lessor may proceed directly against any Sublessor, guarantors or
anyone else liable under the Master Lease or this Sublease without first
exhausting Master Lessor's remedies against any other person or entity liable
thereon to Master Lessor.
(e) CROSSED OUT AND DELETED
(f) In the event that Sublessor shall Default in its obligations
under the Master Lease, then Master Lessor, at its option and without being
obligated to do so, may require Sublessee to attorn to Master Lessor in which
event Master Lessor shall undertake the obligations of Sublessor under this
Sublease from the time of the exercise of said option to termination of this
Sublease but Master Lessor shall not be liable for any prepaid Rent nor any
Security Deposit paid by Sublessee, nor shall Master Lessor be liable for any
other Defaults of the Sublessor under the Sublease.
9.4 The signatures of the Master Lessor and any Guarantors of
Sublessor at the end of this document shall constitute their consent to the
terms of this Sublease.
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1997-American Industrial Real Estate Association
REVISED FORM SBL-1-3/97E
<PAGE>
9.5 Master Lessor acknowledges that, to the best of Master Lessor's
knowledge, no Default presently exists under the Master Lease of obligations to
be performed by Sublessor and that the Master Lease is in full force and effect.
9.6 In the event that Sublessor Defaults under its obligations to be
performed under the Master Lease by Sublessor, Master Lessor agrees to deliver
to Sublessee a copy of any such notice of default. Sublessee shall have the
right to cure any Default of Sublessor described in any notice of default within
ten days after service of such notice of default on Sublessee. If such Default
is cured by Sublessee then Sublessee shall have the right of reimbursement and
offset from and against Sublessor.
10. BROKERS FEE.
10.1 Upon execution hereof by all parties, Sublessor shall pay to CB
Richard Ellis Per Separate Agreement a licensed real estate broker, ("BROKER"),
a fee as set forth In a separate agreement between Sublessor and Broker, or in
the event there is no such separate agreement, the sum of $_____________for
brokerage services rendered by Broker to Sublessor in this transaction.
10.2 CROSSED OUT AND DELETED
10.3 CROSSED OUT AND DELETED
10.4 CROSSED OUT AND DELETED
10.5 Any transferee of Sublessor's interest in this Sublease, or of Master
Lessor's interest in the Master Lease, by accepting an assignment thereof, shall
be deemed to have assumed the respective obligations of Sublessor or Master
Lessor under this Paragraph 10.
Broker shall be deemed to be a third-party beneficiary of this paragraph 10.
11. ATTORNEY'S FEES. If any party or the Broker named herein brings an
action to enforce the terms hereof or to declare rights hereunder, the
prevailing party in any such action, on trial and appeal, shall be entitled to
his reasonable attorney's fees to be paid by the losing party as fixed by the
Court.
12. ADDITIONAL PROVISIONS. If there are no additional provisions, draw a
line from this point to the next printed word after the space left here. If
there are additional provisions place the same here.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Page 3 of 4
1997-American Industrial Real Estate Association
REVISED FORM SBL-1-3/97E
<PAGE>
ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AMERICAN
INDUSTRIAL REAL ESTATE ASSOCIATION OR BY ANY REAL ESTATE BROKER AS TO THE LEGAL
SUFFICIENCY, LEGAL EFFECT. OR TAX CONSEQUENCES OF THIS SUBLEASE OR THE
TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO:
1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS SUBLEASE.
2 RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE
PREMISES. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE
PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PROPERTY, THE STRUCTURAL
INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, AND THE SUITABILITY
OF THE PREMISES FOR SUBLESSEE'S INTENDED USE.
WARNING: IF THE SUBJECT PROPERTY IS LOCATED IN A STATE OTHER THAN CALIFORNIA,
CERTAIN PROVISIONS OF THE SUBLEASE MAY NEED TO BE REVISED TO COMPLY WITH THE
LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED.
Executed at: Bedford, MA Millipore Corporation
on: February 2, 1999 By: /s/ Edward Lang /s/ MSL
Address: 80 Ashby Road By Ed Lang, Corporate Vice-President
"Sublessor' (Corporate Seal)
Executed at: Los Angeles Spectrum Laboratories, Inc.
on: Jan 29, 1999 By: /s/ signature
Address: 18617 Broadwick, 90220 By: CEO
"Sublessee" (Corporate Seal)
Executed at:
on: By
Address: By
"Master Lessor" (Corporate Seal)
NOTE: These forms are often modified to meet changing requirements of law and
needs of the Industry. Always write or call to make sure you are utilizing the
most current form: AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION, 700 So. Flower
St., Suite 600, Los Angeles, CA 90017. (213) 687-8777.
Page 4 of 4
1997-American Industrial Real Estate Association
REVISED FORM SBL-1-3/97E
<PAGE>
ADDENDUM FOR THE SUBLEASE DATED JANUARY 19, 1999 BY AND BETWEEN MILLIPORE
CORPORATION AS "SUBLESSOR" AND SPECTRUM LABORATORIES, INC. AS "SUBLESSEE" FOR
THE PROPERTY LOCATED AT 18617 BROADWICK, RANCHO DOMINGUEZ, CALIFORNIA
- --------------------------------------------------------------------------------
4.1 BASE RENT:
The Base Rent shall be Thirteen Thousand Eight Hundred Seventy-Five
Thousand Dollars ($13,875.00) triple net for the first six (6) months
and thereafter adjusted to Twenty-Two Thousand Two Hundred Dollars
($22,200.00) triple net per month plus rent adjustment per Lease
Addendum. In addition and without limitation, Sublessee shall pay for
all property taxes, property insurance, property maintenance, and
utilities of the subject Premises.
13. CONDITION OF PREMISES:
Sublessor shall deliver the Premises to Sublessee in "as is" condition.
AGREED AND ACCEPTED
MILLIPORE CORPORATION SPECTRUM LABORATORIES, INC.
By: /s/ Edward Lang MSL By: /s/ signature
Date: Date: Jan 29, 1999
<PAGE>
RENT ADJUSTMENT(S)
STANDARD LEASE ADDENDUM
Dated January 19, 1999
By and Between (SUBLessor) Millipore Corporation
(SUBLessee) Spectrum Laboratories, Inc.
ADDRESS OF PREMISES:18617 Broadwick, Rancho Dominguez, CA
Paragraph _______
A. RENT ADJUSTMENTS:
The monthly rent for each month of the adjustment period(s) specified below
shall be increased using the method(s) indicated below (Check Method(s) to be
Used and Fill in Appropriately)
[x] I. Cost of Living Adjustment(s) (COLA)
a. On (Fill in COLA Dates):September 1, 2001 and March 1, 2004
the Base Rent shall be adjusted by the change, If any, from the Base Month
specified below, in the Consumer Price Index of the Bureau of Labor Statistics
of the U.S. Department of Labor for (select one): [x] CPI W (Urban Wage Earners
and Clerical Workers) or [ ] CPI U (All Urban Consumers), for (Fill In Urban
Area): Los Angeles, Anaheim, and Riverside, All items (1982-1984=100), herein
referred to as "CPI". The increase shall be based upon a minimum of three
percent (3%) per annum and a maximum of seven percent (7%) per annum, cumulative
and noncompounded.
b. The monthly rent payable in accordance with paragraph A.l.a. of this
Addendum shall be calculated as follows: the Base Rent set forth in paragraph
1.5 of the attached Lease, shall be multiplied by a fraction the numerator of
which shall be the CPI of the calendar month two months prior to the month(s)
specified in paragraph A.l.a. above during which the adjustment is to take
effect, and the denominator of which shall be the CPI of the calendar month
which is two months prior to (select one): [x] the first month of the term of
this Lease as set forth in paragraph 1.3 ("Base Month") or [ ] (Fill In Other
"Base Month"): _______________ ____________________________ The sum, so
calculated shall constitute the new monthly rent hereunder, but in no event,
shall any such new monthly rent be less than the rent payable for the month
immediately preceding the rent adjustment.
c. In the event the compilation and/or publication of the CPI shall be
transferred to any other governmental department or bureau or agency or shall be
discontinued, then the index most nearly the same as the CPI shall be used to
make such calculation. In the event that the Parties cannot agree on such
alternative index, then the matter shall be submitted for decision to the
American Arbitration Association in accordance with the then rules of said
Association and the decision of the arbitrators shall be binding upon the
parties. The cost of said Arbitration shall be paid equally by the Parties.
II. THIS SECTION IS CROSSED OUT AND DELETED
Initials /s/ Initials: /s/
RENT ADJUSTMENTS
Page 1 of 2
<PAGE>
THE TOP PART OF THIS FORM IS CROSSED OUT AND DELETED
B. NOTICE:
Unless specified otherwise herein, notice of any such adjustments, other
then Fixed Rental Adjustments, shall be made as specified in paragraph 23 of the
Lease.
C. BROKER'S FEE:
The Brokers specified in paragraph 1.10 shall be paid a Brokerage Fee for
each adjustment specified above in accordance with paragraph 15 of the
Lease.
Initials /s/ Initials: /s/
RENT ADJUSTMENTS
Page 2 of 2
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<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-01-2000
<PERIOD-START> JAN-03-1999
<PERIOD-END> APR-03-1999
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<SECURITIES> 0
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<PP&E> 8,935
<DEPRECIATION> 6,781
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<BONDS> 1,380
0
0
<COMMON> 53
<OTHER-SE> 3,853
<TOTAL-LIABILITY-AND-EQUITY> 10,030
<SALES> 3,297
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<CGS> 1,671
<TOTAL-COSTS> 1,671
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