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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/30/20 Biolase, Inc 10-K 12/31/19 90:24M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.39M
2: EX-4.9 Instrument Defining the Rights of Security Holders HTML 52K
3: EX-10.12 Material Contract HTML 428K
4: EX-10.13 Material Contract HTML 220K
5: EX-10.29 Material Contract HTML 58K
6: EX-21.1 Subsidiaries List HTML 24K
7: EX-23.1 Consent of Experts or Counsel HTML 28K
8: EX-31.1 Certification -- §302 - SOA'02 HTML 33K
9: EX-31.2 Certification -- §302 - SOA'02 HTML 34K
10: EX-32.1 Certification -- §906 - SOA'02 HTML 27K
11: EX-32.2 Certification -- §906 - SOA'02 HTML 27K
57: R1 Document and Entity Information HTML 89K
27: R2 Consolidated Balance Sheets HTML 120K
37: R3 Consolidated Balance Sheets (Parenthetical) HTML 52K
85: R4 Consolidated Statements Of Operations And HTML 109K
Comprehensive Loss
58: R5 Consolidated Statements Of Redeemable Preferred HTML 115K
Stock And Shareholders' Equity
29: R6 Consolidated Statements Of Redeemable Preferred HTML 26K
Stock And Shareholders' Equity (Parenthetical)
38: R7 Consolidated Statements Of Cash Flows HTML 149K
84: R8 Basis of Presentation HTML 51K
59: R9 Summary of Significant Accounting Policies HTML 276K
51: R10 Supplementary Balance Sheet Information HTML 140K
22: R11 Intangible Assets and Goodwill HTML 68K
72: R12 Income Taxes HTML 241K
80: R13 Debt HTML 106K
50: R14 Commitments and Contingencies HTML 93K
21: R15 Redeemable Preferred Stock and Stockholders' HTML 410K
Equity
71: R16 Segment Information HTML 51K
79: R17 Concentrations HTML 91K
49: R18 Subsequent Events HTML 34K
23: R19 Schedule II-Consolidated Valuation and Qualifying HTML 119K
Accounts and Reserves
55: R20 Summary of Significant Accounting Policies HTML 372K
(Policies)
83: R21 Summary of Significant Accounting Policies HTML 246K
(Tables)
40: R22 Supplementary Balance Sheet Information (Tables) HTML 146K
31: R23 Intangible Assets and Goodwill (Tables) HTML 65K
54: R24 Income Taxes (Tables) HTML 241K
82: R25 Debt (Tables) HTML 76K
39: R26 Commitments and Contingencies (Tables) HTML 79K
30: R27 Redeemable Preferred Stock and Stockholders' HTML 334K
Equity (Tables)
56: R28 Segment Information (Tables) HTML 48K
81: R29 Concentrations (Tables) HTML 91K
76: R30 Basis of Presentation - Additional Information HTML 133K
(Detail)
69: R31 Summary of Significant Accounting Policies - HTML 130K
Additional Information (Detail)
24: R32 Schedule of Reconciliation of Cash, Cash HTML 38K
Equivalents, and Restricted Cash (Detail)
52: R33 Estimated Useful Lives of Property, Plant and HTML 39K
Equipment (Detail)
77: R34 Summary of Opening and Closing Balances of HTML 40K
Contract Liabilities (Detail)
70: R35 Summary of Disaggregation of Revenues Related to HTML 33K
Geographic Areas (Detail)
25: R36 Summary of Revenues Disaggregated by Timing of HTML 34K
Goods and Services Transferred (Detail)
53: R37 Summary of Sales by End Market (Detail) HTML 34K
78: R38 Changes in Initial Product Warranty Accrual and HTML 42K
Expenses Under Initial and Extended Warranties
(Detail)
68: R39 Classification of Compensation Expense Associated HTML 39K
with Share-Based Payments (Detail)
88: R40 Assumptions Used in Estimating Fair Value of Stock HTML 35K
Options Granted (Detail)
63: R41 Components of Accounts Receivable, Net of HTML 36K
Allowance (Detail)
32: R42 Supplementary Balance Sheet Information - HTML 44K
Additional Information (Detail)
41: R43 Components of Inventory (Detail) HTML 36K
89: R44 Summary of Property, Plant, and Equipment (Detail) HTML 51K
64: R45 Components of Accrued Liabilities (Detail) HTML 51K
33: R46 Intangible Assets and Goodwill - Additional HTML 34K
Information (Detail)
42: R47 Intangible Assets and Related Accumulated HTML 53K
Amortization (Detail)
90: R48 Summary of Income Tax Current and Deferred HTML 48K
Provision (Detail)
62: R49 Federal Income Tax Provision Compared With HTML 55K
Statutory Rates (Detail)
66: R50 Summary of Net Deferred Tax Assets and Net HTML 85K
Deferred Tax Liabilities (Detail)
75: R51 Income Taxes - Additional Information (Detail) HTML 52K
47: R52 Summary of Unrecognized Tax Benefits (Detail) HTML 33K
19: R53 Debt - Summary of Principal Outstanding and HTML 36K
Unamortized Discount (Detail)
65: R54 Debt - Additional Information (Detail) HTML 299K
74: R55 Debt - Summary of Future Minimum Principal HTML 48K
Payments (Detail)
46: R56 Commitments and Contingencies - Additional HTML 128K
Information (Detail)
18: R57 Commitments and Contingencies - Information HTML 36K
related to Right-of-use Assets and Liabilities
(Detail)
67: R58 Future Minimum Rental Commitments Under Lease HTML 53K
Agreements (Detail)
73: R59 Redeemable Preferred Stock and Stockholders' HTML 858K
Equity - Additional Information (Detail)
45: R60 Summary of Warrant Activity (Detail) HTML 56K
35: R61 Summary of Option Activity (Detail) HTML 60K
61: R62 Options Outstanding and Exercisable (Detail) HTML 68K
87: R63 Cash Proceeds Along with Fair Value Disclosures HTML 37K
Related to Grants, Exercises, and Vesting Options
(Detail)
44: R64 Summary of Unvested Restricted Stock Units HTML 39K
(Detail)
34: R65 Segment Information - Additional Information HTML 40K
(Detail)
60: R66 Summary of Long-Lived Assets by Geographic HTML 34K
Location (Detail)
86: R67 Concentrations - Summary of Net Revenue from HTML 53K
Various Products (Detail)
43: R68 Concentrations - Additional Information (Detail) HTML 36K
36: R69 Subsequent Events - Additional Information HTML 51K
(Detail)
20: R70 Consolidated Valuation and Qualifying Accounts and HTML 40K
Reserves (Detail)
26: XML IDEA XML File -- Filing Summary XML 156K
48: EXCEL IDEA Workbook of Financial Reports XLSX 123K
12: EX-101.INS XBRL Instance -- biol-20191231 XML 4.34M
14: EX-101.CAL XBRL Calculations -- biol-20191231_cal XML 254K
15: EX-101.DEF XBRL Definitions -- biol-20191231_def XML 884K
16: EX-101.LAB XBRL Labels -- biol-20191231_lab XML 2.06M
17: EX-101.PRE XBRL Presentations -- biol-20191231_pre XML 1.49M
13: EX-101.SCH XBRL Schema -- biol-20191231 XSD 294K
28: ZIP XBRL Zipped Folder -- 0001564590-20-013794-xbrl Zip 279K
Exhibit 10.29
FOURTH AMENDMENT TO
CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of March 24, 2020, is entered into by and among BIOLASE, INC., a Delaware corporation (“Borrower”), each of the undersigned financial institutions (individually each a “Lender” and collectively “Lenders”) and SWK FUNDING LLC, a Delaware limited liability company, in its capacity as administrative agent for the other Lenders (in such capacity, “Agent”).
RECITALS
WHEREAS, Borrower, Agent and Lenders entered into that certain Credit Agreement dated as of November 9, 2018 (as heretofore amended and as the same may be further amended, modified or restated from time to time, being hereinafter referred to as the “Credit Agreement”); and
WHEREAS, Borrower, Agent and Lenders have agreed to amend certain provisions of the Credit Agreement as more fully set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:
ARTICLE I
Definitions
1.1Capitalized terms used in this Amendment are defined in the Credit Agreement, as amended hereby, unless otherwise stated.
ARTICLE II
Amendments to Credit Agreement
2.1Amendments to Section 1.1. Effective as of the date hereof, Section 1.1 of the Credit Agreement is hereby amended by deleting the definition of “Operating Burn” therefrom.
2.2Amendments to Section 7.13. Effective as of the date hereof, Section 7.13 of the Credit Agreement is hereby amended and restated to read as follows:
7.13.1Consolidated Unencumbered Liquid Assets.
Not permit the Consolidated Unencumbered Liquid Assets as of any date of determination to be less than $3,000,000.
7.13.2Minimum Aggregate Revenue.
Not permit the Aggregate Revenue for the consecutive month period ending on the last Business Day of any Fiscal Quarter set forth
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in the table below (designated by “Q” in the table below) to be less than the applicable amount set forth in the table below for such period.
|
Minimum LTM Aggregate Revenue as of the end of: |
|
|
Twelve (12) month period ending Q3 2019 |
$40,000,000 |
|
Twelve (12) month period ending Q4 2019 |
$40,000,000 |
|
Three (3) month period ending Q1 2020 |
$8,500,000 |
|
Twelve (12) month period ending Q2 2020 |
$41,000,000 |
|
Twelve (12) month period ending Q3 2020 |
$42,000,000 |
|
Twelve (12) month period ending Q4 2020 |
$43,000,000 |
|
Twelve (12) month period ending Q1 2021 |
$44,000,000 |
|
Twelve (12) month period ending Q2 2021 |
$44,000,000 |
|
Twelve (12) month period ending Q3 2021 |
$45,000,000 |
|
Twelve (12) month period ending Q4 2021 and each Fiscal Quarter thereafter |
$46,000,000 |
7.13.3Minimum EBITDA.
Not permit the EBITDA of Borrower and its Subsidiaries for the consecutive month period ending on the last Business Day of any Fiscal Quarter set forth in the table below (designated by “Q” in the table below) to be less than the applicable amount set forth in the table below for such period.
|
Minimum LTM EBITDA as of the end of: |
|
|
Twelve (12) month period ending Q3 2019 |
-($12,000,000) |
|
Twelve (12) month period ending Q4 2019 |
-($10,000,000) |
|
Three (3) month period ending Q1 2020 |
-($2,000,000) |
|
Twelve (12) month period ending Q2 2020 |
-($7,000,000) |
|
Twelve (12) month period ending Q3 2020 |
-($6,000,000) |
2
|
-($5,000,000) |
|
|
Twelve (12) month period ending Q1 2021 |
-($3,000,000) |
|
Twelve (12) month period ending Q2 2021 |
-($2,500,000) |
|
Twelve (12) month period ending Q3 2021 |
-($2,000,000) |
|
Twelve (12) month period ending Q4 2021 and each Fiscal Quarter thereafter |
-($2,000,000) |
ARTICLE III
Conditions Precedent
3.1Conditions Precedent. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent in a manner satisfactory to Agent, unless specifically waived in writing by Agent in its sole discretion:
(A).Agent shall have received (i) this Amendment duly executed by Borrower and (ii) that certain Second Consolidated, Amended and Restated Warrant to Purchase Stock executed by Borrower in favor of Agent.
(B).The representations and warranties contained herein and in the Credit Agreement and the other Loan Documents, as each is amended hereby, shall be true and correct as of the date hereof, as if made on the date hereof, except for such representations and warranties as are by their express terms limited to a specific date.
(C).Agent shall have received payment, for the benefit of Lenders, of an amendment fee in the amount of $25,000, which shall be deemed fully-earned and non-refundable as of the date hereof.
(D).No Default or Event of Default (other than the Specified Non-Compliance Items) under the Credit Agreement, as amended hereby, shall have occurred and be continuing, unless such Default or Event of Default has been otherwise specifically waived in writing by Agent.
ARTICLE IV
Limited Waiver, Ratifications, Representations and Warranties
4.1Limited Waiver.
(a)Borrower was or is expecting to be in non-compliance, with each requirement of Section 7.13.2 and Section 7.13.3 of the Credit Agreement in each case for the periods ending December 31, 2019 and March 31, 2020, which failures constitute or
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would constitute Events of Default under Section 8.1.4 of the Credit Agreement (the “Specified Non-Compliance Items”). Agent, on behalf of itself and the Lenders, hereby waives the Specified Non-Compliance Items effective as of the date hereof.
(b) Except as specifically set forth above in relation to the Specified Non-Compliance Items, nothing contained in this Amendment or any other communication between Agent, any Lender, Borrower or any other Loan Party shall be a waiver of any past, present or future non-compliance, violation, Default or Event of Default of Borrower under the Credit Agreement or any Loan Document. Except as specifically set forth above in relation to the Specified Non-Compliance Items, Agent and each Lender hereby expressly reserves any rights, privileges and remedies under the Credit Agreement and each Loan Document that Lender may have with respect to any non-compliance, violation, Default or Event of Default, and any failure by Agent or any Lender to exercise any right, privilege or remedy as a result of the violations set forth above shall not directly or indirectly in any way whatsoever either (i) impair, prejudice or otherwise adversely affect the rights of Agent or any Lender, except as set forth herein, at any time to exercise any right, privilege or remedy in connection with the Credit Agreement or any Loan Document, (ii) amend or alter any provision of the Credit Agreement or any Loan Document or any other contract or instrument or (iii) constitute any course of dealing or other basis for altering any obligation of Borrower or any rights, privilege or remedy of Agent or any Lender under the Credit Agreement or any Loan Document or any other contract or instrument. Nothing in this Amendment shall be construed to be a consent by Agent or any Lender to any prior, existing or future violations of the Credit Agreement or any Loan Document.
4.2Ratifications. The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Credit Agreement and the other Loan Documents, and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Credit Agreement and the other Loan Documents are ratified and confirmed and shall continue in full force and effect. Borrower, Lenders and Agent agree that the Credit Agreement and the other Loan Documents, as amended hereby, shall continue to be legal, valid, binding and enforceable in accordance with their respective terms. Borrower agrees that this Amendment is not intended to and shall not cause a novation with respect to any or all of the Obligations.
4.3Representations and Warranties. Borrower hereby represents and warrants to Agent and Lenders that (a) the execution, delivery and performance of this Amendment, any and all other Loan Documents executed and/or delivered in connection herewith have been authorized by all requisite action (as applicable) on the part of Borrower and will not violate the organizational documents of Borrower; (b) Borrower’s directors and/or managers have authorized the execution, delivery and performance of this Amendment any and all other Loan Documents executed and/or delivered in connection herewith; (c) the representations and warranties contained in the Credit Agreement, as amended hereby, and any other Loan Document are true and correct on and as of the date hereof and on and as of the date of execution hereof as though made on and as of each such date (except to the extent such representations and warranties expressly relate to an earlier date); (d) except as it relates to the Specified Non-Compliance Items, no Default or Event of Default under the Credit Agreement, as amended hereby, has occurred and is continuing; (e) Loan
4
Parties are in full compliance in all material respects with all covenants and agreements contained in the Credit Agreement and the other Loan Documents, as amended hereby; and (f) except as disclosed to Agent, no Loan Party has amended its organizational documents since the date of the Credit Agreement.
ARTICLE V
Miscellaneous Provisions
5.1Survival of Representations and Warranties. All representations and warranties made in the Credit Agreement or any other Loan Document, including, without limitation, any document furnished in connection with this Amendment, shall survive the execution and delivery of this Amendment and the other Loan Documents, and no investigation by Agent or any Lender or any closing shall affect the representations and warranties or the right of Agent and each Lender to rely upon them.
5.2Reference to Credit Agreement. Each of the Credit Agreement and the other Loan Documents, and any and all other Loan Documents, documents or instruments now or hereafter executed and delivered pursuant to the terms hereof or pursuant to the terms of the Credit Agreement, as amended hereby, are hereby amended so that any reference in the Credit Agreement and such other Loan Documents to the Credit Agreement shall mean a reference to the Credit Agreement, as amended hereby.
5.3Expenses of Agent. As provided in the Credit Agreement, Borrower agrees to pay on demand all costs and expenses incurred by Agent, or its Affiliates, in connection with the preparation, negotiation, and execution of this Amendment and the other Loan Documents executed pursuant hereto and any and all amendments, modifications, and supplements thereto, including, without limitation, the reasonable fees and costs of legal counsel, and all costs and expenses incurred by Agent and each Lender in connection with the enforcement or preservation of any rights under the Credit Agreement, as amended hereby, or any other Loan Documents, including, without, limitation, the reasonable fees and costs of legal counsel.
5.4Severability. Any provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Amendment and the effect thereof shall be confined to the provision so held to be invalid or unenforceable.
5.5Successors and Assigns. This Amendment is binding upon and shall inure to the benefit of Agent and each Lender and Borrower and their respective successors and assigns, except that no Loan Party may assign or transfer any of its rights or obligations hereunder without the prior written consent of Agent.
5.6Counterparts. This Amendment may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same instrument. This Amendment may be executed by facsimile or electronic (.pdf) transmission, which facsimile or electronic (.pdf) signatures shall be considered original executed counterparts for purposes of this Section 5.6, and each party to this
5
Amendment agrees that it will be bound by its own facsimile or electronic (.pdf) signature and that it accepts the facsimile or electronic (.pdf) signature of each other party to this Amendment.
5.7Effect of Waiver. No consent or waiver, express or implied, by Agent to or for any breach of or deviation from any covenant or condition by Borrower shall be deemed a consent to or waiver of any other breach of the same or any other covenant, condition or duty.
5.8Headings. The headings, captions, and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment.
5.9Applicable Law. THE TERMS AND PROVISIONS OF SECTIONS 10.17 (GOVERNING LAW) AND 10.18 (FORUM SELECTION; CONSENT TO JURISDICTION) OF THE CREDIT AGREEMENT ARE HEREBY INCORPORATED HEREIN BY REFERENCE, AND SHALL APPLY TO THIS AMENDMENT MUTATIS MUTANDIS AS IF FULLY SET FORTH HEREIN.
5.10Final Agreement. THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, EACH AS AMENDED HEREBY, REPRESENT THE ENTIRE EXPRESSION OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF ON THE DATE THIS AMENDMENT IS EXECUTED. THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS AMENDED HEREBY, MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. NO MODIFICATION, RESCISSION, WAIVER, RELEASE OR AMENDMENT OF ANY PROVISION OF THIS AMENDMENT SHALL BE MADE, EXCEPT BY A WRITTEN AGREEMENT SIGNED BY Borrower AND AGENT.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, this Amendment has been executed and is effective as of the date first written above.
BORROWER:
BIOLASE., INC.,
a Delaware corporation
By:/s/ John R. Beaver
Name:John R. Beaver
Title:Chief Financial Officer
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SWK FUNDING LLC,
as Agent and a Lender
By: SWK Holdings Corporation,
its sole Manager
By: /s/ Winston Black
Name:Winston Black
Title:Chief Executive Officer and President
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 3/31/20 | 10-Q, 8-K | |||
| Filed on: | 3/30/20 | |||
| 3/24/20 | ||||
| For Period end: | 12/31/19 | SD | ||
| 11/9/18 | ||||
| List all Filings | ||||