UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 4, 2020

 

PSYCHEMEDICS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

Delaware   1-13738   58-1701987
(State or Other Jurisdiction   (Commission File Number)   (I.R.S. Employer
of Incorporation)       Identification No.)

 

289 Great Road, Acton, Massachusetts   01720
(Address of Principal Executive Offices)   (Zip Code)

 

(978) 206-8220

(Registrant’s Telephone Number, Including Area Code)

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Class Trading Symbol(s) Name of each exchange on which registered
Common stock. $0.005 par value PMD The Nasdaq Stock Market, LLC.

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT

 

On November 4th, 2020 Psychemedics Corporation (the “Company”) entered into a conditional waiver and Amendment No 1. to Master Loan and Security Agreement (collectively the “Waiver and Amendment”) with Banc of America Leasing & Capital, LLC (the “Lender”).

 

The Waiver and Amendment waived a certain event of default under, and amended certain terms and conditions of, that certain Master Loan and Security Agreement and related documentation dated March 19, 2014, as amended, between the Company and the Lender (collectively the “Equipment Loan Arrangement”).

 

The Waiver and Amendment amended the Equipment Loan Arrangement in order to, among other things, waive, for the quarters ended December 31, 2020, March 31, 2021 and June 30, 2021, any minimum required funded debt to EBITDA ratio and any minimum required fixed charge coverage ratio. The Waiver and Amendment also added a requirement that the Company maintain a cash balance of at least $1,500,000 as of the end of each fiscal quarter. It also imposed a minimum required EBITDA of $1 for the fourth quarter of fiscal 2020 and $225,000 for each of the first and second quarters of fiscal 2021. It also prohibits the payment of dividends or other similar payment distributions to shareholders during the period commencing on November 1, 2020 through June 30, 2021. Thereafter such dividends and other payments may resume, provided that the funded debt to EBITDA ratio and fixed charge coverage ratio shall have been satisfied at the time of such payments. The Waiver and Amendment also waived an event of default that existed under the Equipment Loan Arrangement regarding the required funded debt to EBITDA ratio and fixed charge coverage ratio for the 12-month period ended September 30, 2020.

 

The foregoing summary of the material terms of the Waiver and Amendment is qualified in its entirety by the full text of the Waiver and Amendment which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.

 

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

 

The information set forth in Item 1.01 of this Form 8-K is hereby incorporated by reference into this Item 2.03.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

 

(d) Exhibits

 

The following exhibits are filed herewith:

 

10.1 Conditional Waiver and Amendment No 1. to Master Loan and Security Agreement Amendment dated November 4, 2020 between Psychemedics Corporation and Banc of America Leasing & Capital, LLC

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  PSYCHEMEDICS CORPORATION
Dated: November 5, 2020    
     
     
  By: /s/ Neil L. Lerner
    Neil L. Lerner,
    Vice President - Finance
     

 

 

 

 

 

Exhibit 10.1

 

 

 

November 04, 2020

 

 

Psychemedics Corporation

125 Nagog Park, Ste 200

Acton, MA 01720

Attn: Neil Lerner

 

 

 

 

Re:   Conditional Waiver

 

 

Dear Mr. Lerner

 

Reference is made to that certain Master Loan and Security Agreement No. 26928-70000 dated as of March 19, 2014 (as amended, modified or supplemented from time to time, the “Master Loan Agreement”) between Banc of America Leasing & Capital, LLC (“BALC”) and Psychemedics Corporation (the “Company”). The Master Loan Agreements, collectively with all exhibits, addenda, Equipment Notes, certificates, riders and other documents and instruments executed and delivered to BALC in connection therewith, which evidence, secure, guaranty, or relate to the Master Loan Agreement, are collectively referred to as the “Equipment Finance Documents.” Capitalized terms not otherwise defined herein shall have the meanings ascribed them in the Equipment Finance Documents.

 

The Master Loan Agreement includes (through an Addendum thereto) financial covenants applicable to the Company. As you know, the Company was not in compliance with certain of the financial covenants set forth in the Master Loan Agreement. Specifically, the Company was not in compliance with both the Funded Debt to EBITDA and the Fixed Charge Coverage Ratio applicable to the Company for the fiscal period ended September 30, 2020 (the “Covenant Breach”). The Covenant Breach resulted in the occurrence of an Event of Default under the Equipment Finance Documents (the “Specified Event of Default”). The Company has asked that BALC waive the Specified Event of Default.

 

Subject to the terms of this letter, BALC hereby agrees to waive the Specified Event of Default, for the period ending September 30, 2020 only (the “Waiver”); provided, however, that, as a condition to, and in consideration of, BALC providing the Waiver, the Company shall execute and deliver to BALC the amendments to the Master Loan Agreement delivered to the Company simultaneously herewith, which amendment revises the financial covenants set forth in the Master Loan Agreement (the “Amendment”).

 

This letter does not constitute, except as expressly provided herein, a consent to any action of the Company under the Equipment Finance Documents or a waiver of any right, power or remedy of BALC under the Equipment Finance Documents, nor constitute a waiver of any other provision of the Equipment Finance Documents. Except as expressly provided herein, BALC reserves all of its rights and remedies available in respect of the Equipment Finance Documents and under applicable law. By signing below, the Company hereby acknowledges and agrees that each and every term and condition of the Equipment Finance Documents is hereby ratified and confirmed and shall remain in full force and effect, without waiver or modification, except as expressly provided herein, and that nothing contained or implied herein shall be construed as a future consent or waiver of any other term or condition contained in the Equipment Finance Documents.

 

This letter and the waiver contained herein shall not apply to any of the Notes that BALC has assigned to a third party unless such third party has approved or consented to the terms of this letter.

 

 

 

Please sign below to signify your acknowledgment, acceptance and approval of the terms of this letter agreement and return this letter agreement, together with an executed copy of the Amendment, to my attention no later than November 13, 2020. Failure to return a countersigned copy of this letter and the executed Amendment on or before the date indicated above shall nullify the Waiver contained herein and, under such circumstances, BALC may, in its sole and absolute discretion, choose to exercise its rights and remedies under the terms of the Equipment Finance Documents and applicable law.

 

 

  Very truly yours,
   
 

BANC OF AMERICA LEASING & CAPITAL, LLC

     
     
  By: /s/ Alison Hook
  Name: Alison R Hook
  Title: Senior Vice President
     

 

 

 

ACKNOWLEDGED, ACCEPTED AND AGREED TO THIS 5th DAY OF November , 2020

 

 

Psychemedics Corporation

 
     
     
By: /s/ Neil Lerner  
Name: Neil Lerner  
Title: VP Finance  
   

 

 

 

 

 

 

Bank of America

Banc of America Leasing & Capital, LLC

 

Amendment Number 001

to Master Loan and Security Agreement No. 26928-70000

 

This Amendment Number 001 (this “Amendment”) is made as of this 4th day of November, 2020, to Master Loan and Security Agreement No. 26928-70000 dated as of March 19, 2014 (together with all addenda, amendments, notes, schedules, and riders thereto, the “Agreement”), between Banc of America Leasing & Capital, LLC (“Lender”) and Psychemedics Corporation (“Borrower”).

 

W I T N E S S E T H:

 

WHEREAS, Lender and the Borrower are parties to the Agreement, which includes that certain Addendum to Master Loan and Security Agreement that adds certain financial covenants to the Agreement (the “Addendum”); and

 

WHEREAS, Lender and Borrower desire to amend certain provisions of the Agreement (and, in particular, provisions in the Addendum) as set forth in this Amendment.

 

NOW, THEREFORE, in consideration of the mutual covenants and premises as hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

 

1. The Agreement is hereby amended by adding the following sentence to the end of Section 1.a. set forth in the Addendum:

 

“Notwithstanding anything to the contrary set forth herein, compliance with the foregoing Funded Debt to EBITDA ratio shall be waived for the fiscal quarters ending December 31, 2020, March 31, 2021 and June, 2021.”

 

2. The Agreement is hereby amended by adding the following sentence to the end of Section 1.b. set forth in the Addendum:

 

“Notwithstanding anything to the contrary set forth herein, compliance with the foregoing Fixed Charge Coverage Ratio shall be waived for the fiscal quarters ending December 31, 2020, March 31, 2021 and June, 2021.”

 

3. The Agreement is hereby amended by adding new Sections 1.c. and 1.d. to the Addendum as follows:

 

“c. Other Covenants: maintain (1) minimum cash balances of $1,500,000, measured as of the end of each fiscal quarter, and (2) minimum quarterly EBITDA of (i) $1, for the fiscal quarter ending December 31, 2020 and (ii) $225,000, for the fiscal quarters ending March 31, 2021 and June 30, 2021. The covenants set forth in this subsection c. shall be measured through the fiscal quarter ending June, 2021 only.

 

d. During the period commencing November 1, 2020 and continuing through June 30, 2021, Borrower shall not pay dividends or remit similar payments to its shareholders or other equity holders, such payments to be resumed when Borrower can satisfy the covenants set forth in a. and b. above on or about the fiscal quarter ending September 30, 2021.”

 

4. Except as amended hereby, the Agreement (and the Addendum) shall remain in full force and effect and is in all respects hereby ratified and affirmed. To the extent that the provisions of this Amendment conflict with the provisions of the Agreement, the provisions of this Amendment shall control. Capitalized terms not otherwise defined herein shall have the meanings ascribed them in the Agreement (including the Addendum).

 

5. This Amendment shall apply to all Equipment Notes now existing (except any Equipment Notes that Lender has assigned to a third party unless such third party has approved or consented to this Amendment) or hereafter entered into under the Agreement.

 

 

IN WITNESS WHEREOF, the parties, each by its duly authorized officer or agent, have duly executed and delivered this Amendment, which is intended to take effect as a sealed instrument, as of the day and year first written above.

 

 

Psychemedics Corporation (Borrower)

 

Banc of America Leasing & Capital, LLC (Lender)

         
         
By: /s/ Neil Lerner   By: /s/ Alison Hook
Name: Neil Lerner   Name: Alison R Hook
Title: VP Finance   Title: Senior Vice President