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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/09/13 Biolase, Inc 10-Q 6/30/13 111:10M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size 1: 10-Q Quarterly Report HTML 512K 2: EX-10 Ex-10.1 HTML 73K 3: EX-10 Ex-10.2 HTML 67K 4: EX-10 Ex-10.3 HTML 36K 5: EX-31 Ex-31.1 HTML 37K 6: EX-31 Ex-31.2 HTML 37K 7: EX-32 Ex-32.1 HTML 31K 8: EX-32 Ex-32.2 HTML 31K 108: R1 Document and Entity Information HTML 51K 64: R2 Consolidated Balance Sheets HTML 146K 60: R3 Consolidated Balance Sheets (Parenthetical) HTML 58K 18: R4 Consolidated Statements Of Operations And HTML 116K Comprehensive Loss 63: R5 Consolidated Statements Of Cash Flows HTML 145K 40: R6 Basis of Presentation HTML 54K 89: R7 Recent Accounting Pronouncements HTML 40K 42: R8 Stock-Based Awards and Per Share Information HTML 220K 47: R9 Inventory HTML 46K 19: R10 Property, Plant, and Equipment HTML 62K 44: R11 Intangible Assets and Goodwill HTML 104K 88: R12 Accrued Liabilities and Deferred Revenue HTML 119K 82: R13 Lines Of Credit and Other Borrowings HTML 55K 61: R14 Commitments and Contingencies HTML 45K 101: R15 Segment Information HTML 65K 86: R16 Concentrations HTML 38K 17: R17 Income Taxes HTML 49K 22: R18 Subsequent Events HTML 38K 100: R19 Accounting Policies (Policies) HTML 112K 105: R20 Stock-Based Awards and Per Share Information HTML 200K (Tables) 110: R21 Inventory (Tables) HTML 43K 103: R22 Property, Plant, and Equipment (Tables) HTML 59K 74: R23 Intangible Assets and Goodwill (Tables) HTML 96K 20: R24 Accrued Liabilities and Deferred Revenue (Tables) HTML 124K 39: R25 Segment Information (Tables) HTML 56K 29: R26 Basis of Presentation - Additional Information HTML 54K (Detail) 28: R27 Classification of Compensation Expense Associated HTML 39K with Share-Based Payments (Detail) 49: R28 Assumptions Used in Estimating Fair Value of Stock HTML 42K Options Granted (Detail) 73: R29 Summary of Option Activity (Detail) HTML 82K 84: R30 Cash Proceeds Along with Fair Value Disclosures HTML 49K Related to grants Exercises and Vesting Options (Detail) 34: R31 Stock Based Awards and Per Share Information - HTML 109K Additional Information (Detail) 50: R32 Components of Inventory (Detail) HTML 42K 95: R33 Inventory - Additional Information (Detail) HTML 35K 31: R34 Summary of Property, Plant, and Equipment (Detail) HTML 46K 79: R35 Property, Plant, and Equipment - Additional HTML 32K Information (Detail) 80: R36 Intangible Assets Related to Accumulated HTML 62K Amortization and Goodwill (Detail) 53: R37 Intangible Assets and Goodwill - Additional HTML 34K Information (Detail) 27: R38 Components of Accrued Liabilities (Detail) HTML 53K 76: R39 Changes In Initial Product Warranty Accrual and HTML 48K Expenses Under Initial and Extended Warranties (Detail) 33: R40 Summary of Deferred Revenue (Detail) HTML 47K 48: R41 Lines of Credit and Other Borrowings - Additional HTML 97K Information (Detail) 85: R42 Commitments and Contingencies - Additional HTML 48K Information (Detail) 36: R43 Summary of Net Revenue by Geographic Location HTML 35K (Detail) 75: R44 Segment Information - Additional Information HTML 40K (Detail) 59: R45 Concentrations - Additional Information (Detail) HTML 48K 30: R46 Income Taxes - Additional Information (Detail) HTML 69K 91: R47 Subsequent Events - Additional Information HTML 45K (Detail) 58: XML IDEA XML File -- Filing Summary XML 113K 111: XML.R1 Document and Entity Information XML 138K 46: XML.R2 Consolidated Balance Sheets XML 354K 72: XML.R3 Consolidated Balance Sheets (Parenthetical) XML 139K 57: XML.R4 Consolidated Statements Of Operations And XML 423K Comprehensive Loss 54: XML.R5 Consolidated Statements Of Cash Flows XML 391K 16: XML.R6 Basis of Presentation XML 61K 66: XML.R7 Recent Accounting Pronouncements XML 49K 15: XML.R8 Stock-Based Awards and Per Share Information XML 237K 35: XML.R9 Inventory XML 57K 52: XML.R10 Property, Plant, and Equipment XML 73K 43: XML.R11 Intangible Assets and Goodwill XML 117K 37: XML.R12 Accrued Liabilities and Deferred Revenue XML 134K 92: XML.R13 Lines Of Credit and Other Borrowings XML 65K 45: XML.R14 Commitments and Contingencies XML 52K 104: XML.R15 Segment Information XML 74K 69: XML.R16 Concentrations XML 49K 67: XML.R17 Income Taxes XML 57K 71: XML.R18 Subsequent Events XML 49K 32: XML.R19 Accounting Policies (Policies) XML 159K 62: XML.R20 Stock-Based Awards and Per Share Information XML 232K (Tables) 83: XML.R21 Inventory (Tables) XML 54K 87: XML.R22 Property, Plant, and Equipment (Tables) XML 71K 94: XML.R23 Intangible Assets and Goodwill (Tables) XML 110K 51: XML.R24 Accrued Liabilities and Deferred Revenue (Tables) XML 148K 26: XML.R25 Segment Information (Tables) XML 68K 98: XML.R26 Basis of Presentation - Additional Information XML 193K (Detail) 70: XML.R27 Classification of Compensation Expense Associated XML 281K with Share-Based Payments (Detail) 99: XML.R28 Assumptions Used in Estimating Fair Value of Stock XML 124K Options Granted (Detail) 21: XML.R29 Summary of Option Activity (Detail) XML 189K 81: XML.R30 Cash Proceeds Along with Fair Value Disclosures XML 142K Related to grants Exercises and Vesting Options (Detail) 78: XML.R31 Stock Based Awards and Per Share Information - XML 1.17M Additional Information (Detail) 25: XML.R32 Components of Inventory (Detail) XML 85K 102: XML.R33 Inventory - Additional Information (Detail) XML 60K 23: XML.R34 Summary of Property, Plant, and Equipment (Detail) XML 291K 106: XML.R35 Property, Plant, and Equipment - Additional XML 76K Information (Detail) 96: XML.R36 Intangible Assets Related to Accumulated XML 438K Amortization and Goodwill (Detail) 90: XML.R37 Intangible Assets and Goodwill - Additional XML 78K Information (Detail) 93: XML.R38 Components of Accrued Liabilities (Detail) XML 114K 56: XML.R39 Changes In Initial Product Warranty Accrual and XML 145K Expenses Under Initial and Extended Warranties (Detail) 41: XML.R40 Summary of Deferred Revenue (Detail) XML 110K 109: XML.R41 Lines of Credit and Other Borrowings - Additional XML 1.15M Information (Detail) 77: XML.R42 Commitments and Contingencies - Additional XML 84K Information (Detail) 97: XML.R43 Summary of Net Revenue by Geographic Location XML 179K (Detail) 24: XML.R44 Segment Information - Additional Information XML 146K (Detail) 68: XML.R45 Concentrations - Additional Information (Detail) XML 411K 38: XML.R46 Income Taxes - Additional Information (Detail) XML 344K 65: XML.R47 Subsequent Events - Additional Information XML 228K (Detail) 55: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 1.17M 9: EX-101.INS XBRL Instance -- biol-20130630 XML 1.51M 11: EX-101.CAL XBRL Calculations -- biol-20130630_cal XML 140K 12: EX-101.DEF XBRL Definitions -- biol-20130630_def XML 711K 13: EX-101.LAB XBRL Labels -- biol-20130630_lab XML 989K 14: EX-101.PRE XBRL Presentations -- biol-20130630_pre XML 799K 10: EX-101.SCH XBRL Schema -- biol-20130630 XSD 168K 107: ZIP XBRL Zipped Folder -- 0001564590-13-000300-xbrl Zip 128K
Exhibit 10.1
AMENDMENT NO. 2 TO LOAN and security AGREEMENT
This Amendment No. 2 to Loan and Security Agreement (“Amendment”) is made on May 7, 2013 (“Amendment No. 2 Effective Date”) between Biolase, Inc., a Delaware corporation (“Borrower”) and Comerica Bank, a Texas banking association, (“Bank”).
Borrower and Bank entered into a Loan and Security Agreement dated May 24, 2012, as amended by Amendment No. 1 to Loan and Security Agreement dated August 6, 2012 (“Loan Agreement”) providing terms and conditions governing certain loans and other credit accommodations extended by Bank to Borrower (“Obligations”). Borrower and Bank have agreed to amend the terms of the Loan Agreement as provided in this Amendment.
Accordingly, Borrower and Bank agree as follows:
1. Capitalized Terms. In this Amendment, capitalized terms that are used without separate definition shall have the meanings given to them in the Loan Agreement. | ||||||
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2. Amendments. The Loan Agreement is amended as follows: | ||||||
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(a) Section 2.3(a) is amended to read in its entirety as follows: | |||||
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“(a) Interest Rates – Advances. Except as set forth in Section 2.3(b), the Advances shall bear interest, on the outstanding daily balance thereof, as set forth in the Prime Referenced Rate Addendum attached hereto as Exhibit F (“Rate Addendum”).” | ||||
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(b) Section 6.7 is amended to read in its entirety as follows: | |||||
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“6.7 Financial Covenants. Borrower shall maintain the following financial ratios and covenants: | ||||
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(a) Liquidity Ratio. As of the end of each month, commencing with May 31, 2012, a ratio of (i) cash plus Eligible Accounts plus Eligible Ex-Im Accounts plus Inventory Reliance Amount to (ii) the outstanding principal amount of the Obligations, at not less than 1.25:1.00. For this purpose, “Inventory Reliance Amount” means, on any date of determination, the sum of (1) the amount determined under part (b) of the Borrowing Base (being the portion attributable to Eligible Inventory) plus (2) the amount available to be borrowed under the Ex-Im Facility Loans based upon Eligible Export-Related Inventory as defined in the Ex-Im Facility Documents. | |||
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“(b) EBITDA. As of the end of each fiscal quarter, commencing with the fiscal quarter ending March 31, 2013, an EBITDA of not less than the amount set forth below for the applicable measurement date, measured in each case for the three (3) months then-ending: | |||
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Measurement Date |
Minimum EBITDA | |
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–$2,500,000.00 | ||
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–$500,000.00 | ||
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+$750,000.00 | ||
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+$1,900,000.00 | ||
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March 31, 2014 and thereafter |
[to be determined as follows] | |
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For each fiscal quarter ending on or after March 31, 2014, Bank shall establish an EBITDA measurement based upon Borrower’s Board of Directors-approved financial and business projections and budget, sales projections, and operating plans for the fiscal year ending December 31, 2014 (“2013 Plan”), which 2014 Plan shall be delivered to Bank no later than November 30, 2013, and shall be reasonably satisfactory to Bank.” | |||
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(c) The following terms which are defined in Exhibit A are given the following amended definitions: | ||||
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“Borrowing Base” means an amount equal to: | |||
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(a) Eighty percent (80.0%) of Eligible Accounts plus | ||
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(b) the least of the following: | ||
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(i) Fifty percent (50.0%) of Eligible Inventory, or | |
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(ii) $2,500,000.00 for any consecutive 30 day period in any fiscal quarter (“Higher Limit Period”), and $1,500,000.00 at all other times, provided that there is at least 30 days between each Higher Limit Period, or | |
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(iii) the amount determined under clause (a); | |
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as each of the foregoing is determined by Bank with reference to the most recent Borrowing Base Certificate delivered by Borrower. | |||
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“Ex-Im Facility Documents” means the Ex-Im Facility Letter Agreement, the Loan Authorization Notice, the Borrower Agreement, and Economic Impact Certification, each dated as of May 24, 2012, and the $4,000,000 Master Revolving Note dated May ___, 2013. | |||
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“Revolving Line” means a Credit Extension of up to Six Million and 00/100 Dollars ($6,000,000.00). | |||
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“Revolving Maturity Date” means May 1, 2014. | |||
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(d) Exhibit D (the form of Borrowing Base Certificate) is amended entirely to be in the form of attached Amended Exhibit D. | ||||
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(e) Exhibit E (the form of Compliance Certificate) is amended entirely to be in the form of attached Amended Exhibit E. | ||||
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(f) Exhibit F (the Daily Adjusting LIBOR Rate Addendum) is replaced entirely with attached Amended Exhibit F -- Prime Referenced Rate Addendum to Loan and Security Agreement. | ||||
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3. Representations. Borrower represents and agrees that: | |||||
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(a) Except as expressly modified in this Amendment, (i) the representations and warranties set forth in the Loan Agreement and in each of the Loan Documents remain true and correct in all respects, except to the extent that they expressly speak as of a specific prior date, and (ii) the covenants set forth in the Loan Agreement continue to be satisfied in all respects, and are legal, valid and binding obligations with the same force and effect as if entirely restated in this Amendment. | ||||
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(b) When executed, this Amendment will be a duly authorized, legal, valid, and binding obligation of Borrower enforceable in accordance with its terms, and will not conflict with or violate any of Borrower’s organization documents or any agreement, instrument, law, or order to which Borrower or any material portion of its assets is subject or bound. | ||||
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(c) The corporate resolutions delivered to Bank on or about May 24, 2012 remain in full force and effect, have not been amended, repealed or rescinded in any respect and may continue to be relied upon by Bank until written notice to the contrary is received by Bank, the officers named therein continue to hold those offices, and Borrower continues to be in good standing under the laws of the State of Delaware. | ||||
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(d) Except for events or conditions for which Bank has given or is concurrently giving its written waiver, no Event of Default exists or has occurred and is continuing uncured or unwaived as of the Effective Date. | ||||
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4. Conditions Precedent. The effectiveness of this Amendment is subject to Bank’s receipt of or Borrower’s satisfaction of all of the following: | |||||
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(a) this Amendment; | ||||
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(b) execution and delivery by the Guarantors of the Acknowledgement and Consent of Guarantors as set forth below; | ||||
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(c) payment of a facility fee of $30,000.00 in connection the Revolving Line; and | ||||
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(d) such other documents and completion of such other matters as Bank may reasonably deem necessary or appropriate. | ||||
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5. No Other Changes. Except as specifically provided in this Amendment, it does not vary the terms and provisions of any Loan Documents. This Amendment shall not impair the rights, remedies, and security given in and by the Loan Documents. The terms of this Amendment shall control any conflict between its terms and those of the Loan Agreement. | |||||
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6. Ratification. Except for the modifications under this Amendment, the parties ratify and confirm the Loan Agreement and the Loan Documents and agree that they remain in full force and effect. | |||||
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7. Further Modification; No Reliance. This Amendment may be altered or modified only by written instrument duly executed by Borrower and Bank. In executing this Amendment, Borrower is not relying on any promise or commitment of Bank that is not in writing signed by Bank. This Amendment shall not be more strictly construed against any one of the parties as compared to any other. | |||||
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8. Successors and Assigns. This Amendment shall inure to the benefit of and be binding upon the parties and their respective successors and assigns. | |||||
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9. Governing Law. The parties agree that the terms and provisions of this Amendment shall be governed by and construed in accordance with the internal laws of the State of California, without regard to principles of conflicts of law. | |||||
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10. No Defenses. Borrower acknowledges, confirms, and warrants to Bank that as of the date hereof Borrower has absolutely no defenses, claims, rights of set-off, or counterclaims against Bank under, arising out of, or in connection with, this Amendment, the Loan Agreement, the Loan Documents and/or the individual advances under the Indebtedness, or against any of the indebtedness evidenced or secured thereby. | |||||
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11. Expenses. Borrower shall promptly pay all reasonable and actually incurred out-of-pocket fees, costs, charges, expenses, and disbursements of Bank incurred in connection with the preparation, execution, and delivery of this Amendment, and the other documents contemplated by this Amendment. | |||||
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12.Counterparts. This Amendment may be executed in one or more counterparts, and by separate parties on separate counterparts, all of which shall constitute one and the same agreement. | |||||
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This Amendment No. 2 to Loan and Security Agreement is executed and delivered as of the Amendment No. 2 Effective Date.
Comerica Bank
By: /s/ Lake T. McGuire Name: Lake T. McGuire Title: Vice President |
Biolase, Inc.
By: /s/ Frederick D. Furry Name: Frederick D. Furry Title: Chief Financial Officer |
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This ‘10-Q’ Filing | Date | Other Filings | ||
---|---|---|---|---|
12/31/14 | 10-K, 10-K/A, SD | |||
5/1/14 | ||||
3/31/14 | 10-Q | |||
12/31/13 | 10-K, 10-K/A, SD | |||
11/30/13 | ||||
9/30/13 | 10-Q | |||
Filed on: | 8/9/13 | UPLOAD | ||
For Period end: | 6/30/13 | |||
5/7/13 | 8-K | |||
3/31/13 | 10-Q | |||
8/6/12 | ||||
5/31/12 | ||||
5/24/12 | 8-K | |||
List all Filings |