<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ___________________ TO ________________________
COMMISSION FILE NUMBER 0-19371
PHARMCHEM LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA 77-0187280
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
1505-A O'BRIEN DRIVE
MENLO PARK, CALIFORNIA 94025
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (415) 328-6200
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such report(s), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
As of July 31, 1997, the registrant had outstanding 5,735,854 shares of
Common Stock, no par value.
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PHARMCHEM LABORATORIES, INC.
QUARTERLY REPORT ON FORM 10-Q
INDEX
<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements ...............................................3
Condensed Consolidated Interim Balance Sheets at
June 30, 1997 (unaudited) and December 31, 1996 (audited)..................................4
Condensed Consolidated Interim Statements of Operations
(unaudited) for the Three Months and Six Months ended
June 30, 1997 and 1996.....................................................................5
Condensed Consolidated Interim Statements of
Cash Flows (unaudited) for the Six Months ended
June 30, 1997 and 1996 ...................................................................6
Notes to Condensed Consolidated Interim Financial Statements (unaudited) ..................7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations .................................................................8
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders .....................................12
Item 6. Exhibits and Reports on Form 8-K ........................................................12
SIGNATURE ..........................................................................................13
</TABLE>
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
1. Condensed Consolidated Financial Statements
The condensed consolidated interim financial statements included herein
have been prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations, although the Company believes
that the disclosures made are adequate to make the information presented not
misleading. It is suggested that the condensed consolidated interim financial
statements be read in conjunction with the consolidated financial statements and
the notes thereto for the year ended December 31, 1996 included in the Company's
Annual Report on Form 10-K.
These financial statements have been prepared in all material respects
in conformity with the standards of accounting measurements set forth in
Accounting Principles Board Opinion No. 28, "Interim Financial Reporting," and
the rules and regulations as specified in the Securities and Exchange Act of
1934 and reflect all adjustments, consisting only of normal recurring
adjustments which, in the opinion of management, are necessary to summarize
fairly the Company's consolidated financial position, the results of its
operations and its cash flows for the periods presented. The results of
operations for such interim periods are not necessarily indicative of the
results to be expected for the full year.
3
<PAGE> 4
PHARMCHEM LABORATORIES, INC.
CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
-------- --------
(Unaudited) (Audited)
ASSETS (In thousands)
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 307 $ 240
Accounts receivable, net 7,857 8,168
Inventory 1,785 1,014
Other current assets 863 1,122
-------- --------
TOTAL CURRENT ASSETS 10,812 10,544
-------- --------
PROPERTY AND EQUIPMENT, net 6,806 6,578
OTHER ASSETS 1,005 986
GOODWILL, net 3,268 3,360
======== ========
TOTAL ASSETS $ 21,891 $ 21,468
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Current portion of long-term debt $ 3,659 $ 2,335
Accounts payable 3,431 3,238
Accrued compensation 726 998
Accrued collectors and other liabilities 2,227 2,266
-------- --------
TOTAL CURRENT LIABILITIES 10,043 8,837
-------- --------
LONG TERM DEBT, net of current portion 970 1,205
DEFERRED CREDITS 155 139
SHAREHOLDERS' EQUITY
Common stock, no par value, 10,000 shares authorized, 5,735 and 5,695
shares issued and outstanding at June 30, 1997
and December 31, 1996, respectively 18,996 18,915
Accumulated deficit (8,273) (7,628)
-------- --------
TOTAL SHAREHOLDERS' EQUITY 10,723 11,287
======== ========
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 21,891 $ 21,468
======== ========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
interim financial statements.
4
<PAGE> 5
PHARMCHEM LABORATORIES, INC.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
---------------------- ----------------------
1997 1996 1997 1996
-------- -------- -------- --------
(In thousands, except per share amounts)
<S> <C> <C> <C> <C>
NET SALES $ 10,003 $ 10,771 $ 19,061 $ 20,638
COST OF SALES 8,014 8,240 15,170 15,866
-------- -------- -------- --------
GROSS PROFIT 1,989 2,531 3,891 4,772
OPERATING EXPENSES
Selling, general and administrative 2,029 1,796 4,092 3,679
Research and development 83 463 167 914
Amortization of goodwill 46 46 92 92
-------- -------- -------- --------
Total operating expenses 2,158 2,305 4,351 4,685
-------- -------- -------- --------
INCOME (LOSS) FROM OPERATIONS (169) 226 (460) 87
Interest expense (99) (133) (184) (245)
Other income (expense), net 1 (11) (1) 62
-------- -------- -------- --------
Total other expenses (98) (144) (185) (183)
-------- -------- -------- --------
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES (267) 82 (645) (96)
PROVISION FOR INCOME TAXES -- -- -- --
-------- -------- -------- --------
NET INCOME (LOSS) $ (267) $ 82 $ (645) $ (96)
======== ======== ======== ========
NET INCOME (LOSS) PER SHARE $ (0.05) $ 0.01 $ (0.11) $ (0.02)
======== ======== ======== ========
Weighted average number of common shares outstanding 5,719 5,791 5,722 5,598
======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
interim financial statements.
5
<PAGE> 6
PHARMCHEM LABORATORIES, INC.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
--------------------
1997 1996
------- -------
(In thousands)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (645) $ (96)
Adjustments to reconcile net loss to net cash used in operating
activities:
Depreciation and amortization 956 959
Loss (gain) on disposition of property and equipment 2 (50)
Changes in operating assets and liabilities:
Accounts receivable, net 311 (589)
Inventory (771) 412
Other current assets 259 (213)
Accounts payable and other accrued liabilities (126) (877)
Deferred credits 16 --
------- -------
Changes in operating assets and liabilities 647 (358)
------- -------
Net cash provided by (used in) operating activities 2 (454)
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (1,099) (1,736)
Proceeds from sale of property and equipment -- 230
Increase in other assets (14) (94)
------- -------
Net cash used in investing activities (1,113) (1,600)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from revolving line of credit and long-term debt 8,903 6,223
Principal payments on revolving line of credit and long-term debt (7,806) (4,712)
Proceeds from exercise of stock options 81 30
------- -------
Net cash provided by financing activities 1,178 1,541
------- -------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 67 (513)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 240 647
------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 307 $ 134
======= =======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest $ 153 $ 107
======= =======
Cash paid for taxes $ 6 $ 27
======= =======
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
interim financial statements.
6
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PHARMCHEM LABORATORIES, INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Unaudited)
1. Net Income (Loss) per Share
Net income per share data has been computed using the weighted average
number of common shares outstanding and dilutive common equivalent shares, which
represent shares issuable upon the exercise of outstanding options, during the
period (using the treasury method). For periods with a net loss, the common
equivalent shares were excluded from the calculation of the loss per share
because the effect of including such shares in the computation would be
anti-dilutive.
The Financial Accounting Standards Board recently issued Statement of
Financial Accounting Standards ("SFAS") No. 128 "Earnings Per Share." SFAS No.
128 requires the presentation of basic earnings per share ("EPS") and, for
companies with complex capital structures, diluted EPS. SFAS No. 128 is
effective for annual and interim periods ending after December 15, 1997 and
requires restatement of all prior-period EPS data presented. The Company expects
basic EPS will be equivalent to primary EPS as presented in the accompanying
condensed consolidated financial statements.
2. Debt
In February and May 1997, PharmChem amended its revolver and term loan
credit agreement ("Credit Agreement") with a bank with respect to certain
financial covenants. The amendments provide for greater flexibility to
covenants for quarterly profitability and cash flow coverage. As of June 30,
1997, the Company was in compliance with all covenants of the Credit Agreement.
7
<PAGE> 8
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
FORWARD LOOKING STATEMENTS
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" contains forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934 and Section 27A of the
Securities Act of 1933, which are subject to the "safe harbor" created by these
Sections. The Company's actual future results could differ materially from those
projected in the forward-looking statements. Some factors which could cause
future actual results to differ materially from the Company's recent results and
those projected in the forward-looking statements are described in the Company's
Annual Report on Form 10-K for the year ended December 31, 1996. The Company
assumes no obligation to update the forward-looking statements or such factors.
RESULTS OF OPERATIONS
The following table sets forth for the periods indicated certain
financial data (dollars in thousands):
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
----------------------------------------- -----------------------------------------
1997 1996 1997 1996 1997 1996 1997 1996
-------- -------- ----- ----- -------- -------- ----- -----
(As a % of net sales) (As a % of net sales)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
NET SALES:
Public and private employers $ 4,533 $ 5,181 45.3% 48.1% $ 8,362 $ 9,504 43.9% 46.1%
Criminal justice agencies 3,854 4,285 38.6 39.8 7,462 8,144 39.1 39.5
Drug rehabilitation programs 363 420 3.6 3.9 749 1,052 3.9 5.1
Domestic product sales 161 84 1.6 0.8 419 162 2.2 0.7
Medscreen 1,092 801 10.9 7.4 2,069 1,776 10.9 8.6
-------- -------- ----- ----- -------- -------- ----- -----
Total net sales 10,003 10,771 100.0 100.0 19,061 20,638 100.0 100.0
COST OF SALES 8,014 8,240 80.1 76.5 15,170 15,866 79.6 76.9
-------- -------- ----- ----- -------- -------- ----- -----
GROSS PROFIT 1,989 2,531 19.9 23.5 3,891 4,772 20.4 23.1
-------- -------- ----- ----- -------- -------- ----- -----
OPERATING EXPENSES:
Selling, general and administrative 2,029 1,796 20.3 16.7 4,092 3,679 21.4 17.8
Research and development 83 463 0.8 4.3 167 914 0.9 4.4
Amortization of goodwill 46 46 0.5 0.4 92 92 0.5 0.5
-------- -------- ----- ----- -------- -------- ----- -----
Total operating expenses 2,158 2,305 21.6 21.4 4,351 4,685 22.8 22.7
-------- -------- ----- ----- -------- -------- ----- -----
INCOME (LOSS) FROM OPERATIONS (169) 226 (1.7) 2.1 (460) 87 (2.4) 0.4
-------- -------- ----- ----- -------- -------- ----- -----
OTHER EXPENSE, net (98) (144) (1.0) (1.3) (185) (183) (1.0) (0.9)
-------- -------- ----- ----- -------- -------- ----- -----
NET INCOME (LOSS) $ (267) $ 82 (2.7)% 0.8% $ (645) $ (96) (3.4)% (0.5)%
======== ======== ===== ===== ======== ======== ===== =====
</TABLE>
8
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Net sales for the three months ended June 30, 1997 decreased $768,000
(7.1%) to $10,003,000 in 1997 from $10,771,000 in 1996. Medscreen, the
Company's U.K. operation, reported an increase of $291,000 (36.3%) which was
more than offset by a decrease in domestic urine revenues of $1,136,000
(11.5%), principally from criminal justice agencies. Product sales of
PharmScreen(TM) and PharmChek(R) increased $77,000 (91.7%) over the prior year.
The Company's domestic specimen volume decreased 22.2% from comparable 1996
levels. This decrease in volume is principally attributed to sales to the U.S.
Army included in the prior year's results together with lower criminal justice
revenues.
Net sales for the six months ended June 30, 1997 decreased $1,577,000
(7.6%) to $19,061,000 in 1997 from $20,638,000 in 1996. Medscreen reported an
increase of $293,000 (16.5%) which was more than offset by a decrease in
domestic urine revenues of $2,127,000 (11.4%), principally from criminal
justice agencies. Product sales of PharmScreen(TM) and PharmChek(R) increased
$257,000 (158.6%) over the prior year. The Company's domestic specimen volume
decreased 16.4% from comparable 1996 levels. The volume reduction reflects the
August 1996 loss of the U.S. Army contract and continued lower urine revenues
from criminal justice agencies.
Cost of sales for the three months ended June 30, 1997 decreased $226,000
(2.7%) to $8,014,000 in 1997 from $8,240,000 in 1996. Cost of sales as a
percentage of net sales increased to 80.1% in 1997 from 76.5% in 1996. Gross
profit as a percentage of net sales decreased to 19.9% in 1997 from 23.5% in
1996.
Cost of sales for the six months ended June 30, 1997 decreased $696,000
(4.4%) to $15,170,000 in 1997 from $15,866,000 in 1996, and cost of sales as a
percentage of net sales increased to 79.6% in 1997 from 76.9% in 1996. Gross
profit as a percentage of net sales decreased to 20.4% in 1997 from 23.1% in
1996. The deterioration in the gross profit margin in 1997 reflects the
continued underabsorption of fixed costs resulting from lower domestic specimen
volume.
Selling, general and administrative (SG&A) expenses for the three
months ended June 30, 1997 increased $233,000 (13.0%) to $2,029,000 in 1997 from
$1,796,000 in 1996. SG&A expenses as a percentage of net sales increased to
20.3% in 1997 from 16.7% in 1996.
SG&A expenses for the six months ended June 30, 1997 increased $413,000
(11.2%) to $4,092,000 in 1997 from $3,679,000 in 1996. SG&A expenses as a
percentage of net sales increased to 21.4% in 1997 from 17.8% in 1996. These
increases reflect the Company's continued investment in the sales, marketing,
information systems and administrative infrastructure.
Research and Development (R&D) costs for the three months ended June
30, 1997 decreased $380,000 (82.1%) to $83,000 in 1997 from $463,000 in 1996.
R&D costs as a percentage of net sales decreased to 0.8% in 1997 from 4.3% in
1996.
9
<PAGE> 10
R&D costs for the six months ended June 30, 1997 decreased $747,000
(81.7%) to $167,000 in 1997 from $914,000 in 1996. R&D costs as a percentage of
net sales decreased to 0.9% in 1997 from 4.4% in 1996. These expenses include
the cost associated with the development and commercialization of new laboratory
methods and other drug testing systems. The decreases are due primarily to
significant expenditures in the prior year for PharmChek(R).
Loss from operations for the three months ended June 30, 1997 was
$169,000 compared to income of $226,000 in 1996. Loss from operations for the
six months ended June 30, 1997 was $460,000 compared to income from operations
of $87,000 in 1996.
Other expenses, including interest expense and interest income, for the
three months ended June 30, 1997 decreased to $98,000 in 1997 from $144,000 in
1996, reflecting lower interest expense.
Other expenses, including interest expense and interest income, for the
six months ended June 30, 1997 was relatively unchanged reflecting lower
interest expense partially offset by a decrease in interest income and the 1996
gain on sale of equipment.
Net loss for the three months ended June 30, 1997 was $267,000 or $0.05
per share in 1997 as compared to net income of $82,000 or $0.01 per share in
1996. Net loss for the six months ended June 30, 1997 was $645,000 or $0.11 per
share in 1997 compared to a net loss of $96,000 or $0.02 per share in 1996.
LIQUIDITY AND CAPITAL RESOURCES
The Company's operations during the six months ended June 30, 1997 and
1996 provided cash and used cash of approximately $2,000 and $454,000,
respectively. The improvement in cash flow from operations between 1997 and
1996 principally reflects improved working capital despite an increased net
loss. As of June 30, 1997, the Company had $307,000 in cash and cash
equivalents. During 1997, the Company used approximately $1,099,000 in cash to
acquire property and equipment. In March 1996, the Company completed the
financing and delivery of $1,147,000 of laboratory equipment.
The Company maintains a Credit Agreement with a bank. All borrowings
are secured by a lien on all assets of the Company. The Credit Agreement
provides for borrowings under the revolver limited to 75% of qualified account
receivables. As of June 30, 1997, approximately $2,790,000 and $278,000 were
outstanding under the $5,000,000 revolver and term loan, respectively.
Year-to-date net borrowings on the revolver and term loan were approximately
$1,097,000 at June 30, 1997. The revolver bears interest at the bank reference
rate plus 0.5% (8.75% at June 30, 1997). The term loan bears interest at the
bank reference rate plus 1.0% (9.25% at June 30, 1997). The Credit Agreement
expires in November 1997. The Company expects to enter into a new credit
agreement prior to the expiration of the existing Credit Agreement.
10
<PAGE> 11
The Credit Agreement contains certain financial covenants which, among
others, require the Company to maintain certain levels of net worth, cash flow
and profitability, and restricts the payment of dividends. In February and May
1997, PharmChem amended its Credit Agreement with respect to certain financial
covenants. As of June 30, 1997, the Company was in compliance with all covenants
of the Credit Agreement.
The Company anticipates that existing cash balances, amounts available
under existing and future credit agreements and funds to be generated from
future operations will be sufficient to fund operations and forecasted capital
expenditures through 1997.
IMPACT OF RECENT ACCOUNTING PRONOUNCEMENT
The Financial Accounting Standards Board recently issued Statement of
Financial Accounting Standards (SFAS) No. 128 "Earnings Per Share." SFAS No. 128
requires the presentation of basic earnings per share (EPS) and, for companies
with complex capital structures, diluted EPS. SFAS No. 128 is effective for
annual and interim periods ending after December 15, 1997 and requires
restatement of all prior-period EPS data presented. The Company expects basic
EPS will be equivalent to primary EPS as presented in the accompanying condensed
consolidated financial statements.
In June 1997, the FASB issued SFAS No. 131 "Disclosures about Segments
of a Business Enterprise." SFAS No. 131 establishes standards for disclosures
about segments of an enterprise and is effective for annual periods beginning
after December 15, 1997. The Company expects to include the SFAS No. 131
disclosures in its consolidated financial statements for the year ended
December 31, 1998.
11
<PAGE> 12
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
At the Annual Meeting of the Company held on May 20, 1997, the
Company's shareholders took the following actions:
(a) The following directors were elected to serve until the next
Annual Meeting:
Joseph W. Halligan - - 4,661,413 shares in favor and 102,087 shares
withheld;.
Richard D. Irwin - - 4,661,713 shares in favor and 101,787 shares
withheld; and
Thomas S. Volpe - - 4,661,713 shares in favor and 101,787 shares
withheld.
(b) Approval of the adoption of the 1997 Equity Incentive Plan by
a vote of 2,636,780 shares in favor, 123,961 shares against
and 20,054 shares abstained.
(c) Ratification of the appointment of KPMG Peat Marwick LLP as
Independent Public Accountants for the Company for the 1997
fiscal year, by a vote of 4,747,028 shares in favor, 4,205
shares against and 12,267 shares abstained.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
10.34 Loan Modification Agreement between Silicon Valley
Bank and PharmChem Laboratories, Inc. dated
May 9, 1997.
(b) Reports on Form 8-K:
On April 7, 1997, the Company filed a Form 8-K with respect
to a change in Independent Public Accountants. The Company's
Board of Directors approved the appointment of KPMG Peat
Marwick LLP to replace Arthur Andersen LLP for the 1997
fiscal year.
12
<PAGE> 13
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 thereunto duly authorized.
PharmChem Laboratories, Inc.
(Registrant)
Date: August 12, 1997 By: /s/ David A. Lattanzio
-------------------------------
David A. Lattanzio
Chief Financial Officer and Vice President,
Finance and Administration (Principal
Financial and Accounting Officer)
13
<PAGE> 14
INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBITS
- ------ --------
10.34 Amendment No. 6 to Loan and Security Agreement
27.1 Financial Data Schedule
<PAGE> 1
EXHIBIT 10.34
AMENDMENT NO. 6 TO LOAN AND SECURITY AGREEMENT
This Amendment No. 6 to Loan and Security Agreement (this "Amendment")
is made as of May 9, 1997, by and among PharmChem Laboratories, Inc. and
PharmChem Laboratories Operations, Inc. (individually, a "Borrower" and
collectively, the "Borrowers") and Silicon Valley Bank ("Bank").
RECITALS
A. Borrowers and Bank are parties to, among other documents, a Loan and
Security Agreement dated as of November 17, 1994, as such agreement may be
amended from time to time (the "Loan Agreement").
B. Borrower and Bank desire to modify the Loan Agreement, in accordance
with the terms and conditions of this Amendment.
C. Subject to the representations and warranties of the Borrowers
herein and upon the terms and conditions set forth in this Amendment, the Bank
is willing to so amend the Loan Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing Recitals and
intending to be legally bound, the parties hereto agree as follows:
SECTION 1. THE BORROWERS' REPRESENTATIONS AND WARRANTIES. Each of the
Borrowers represents and warrants that, immediately before and immediately after
giving effect to this Amendment, no event shall have occurred and be continuing
which constitutes an Event of Default.
SECTION 2. AMENDMENTS TO THE LOAN AGREEMENT.
2.1 DEFINITIONS. The definition of "Applicable Margin" in Section
1.1 of the Loan Agreement is hereby amended in its entirety as follows:
"Applicable Margin" means: (a) in the case of an Advance under
Facility A, one half of one percent (0.500%); and (b) in the case of Facility B,
one percent (1.000%). Notwithstanding the foregoing, the Applicable Margin, in
both cases, will increase by one half of one percent (0.500%) over the otherwise
effective Applicable Margin, upon Borrowers violation of any financial covenant
set forth in Sections 6.8, 6.9, 6.10, 6.11, or 6.12. The effective date of such
Applicable Margin change will be the first day of the month following Bank's
receipt of Borrowers financial statements showing Borrowers' violation of such
financial covenant.
2.2 Section 6.11 entitled "Cash Flow Coverage" is hereby amended
in part to provide that the ratio shall now be calculated on a rolling four (4)
quarter basis (rather than quarterly annualized basis) beginning as of the
quarter ended March 31, 1997.
2.3 Section 6.12 entitled "Profitability" is hereby amended in its
entirety as follows:
Borrowers shall not permit a maximum cumulative loss in excess of
$750,000.00 for the quarters ending March 31, 1997 through September 30, 1997.
SECTION 3. LIMITATION. The amendments set forth in this Amendment shall
be limited precisely as written and shall not be deemed (a) to be a modification
of any other term or condition of the Loan Agreement or of any other instrument
or agreement referred to therein or to prejudice any right or remedy which the
Bank may now have or may have in the future under or in connection with the Loan
Agreement or any instrument or agreement referred to therein; or (b) to be a
consent to any future amendment or modification to any instrument or agreement
the execution and delivery of which is
<PAGE> 2
consented to hereby, or to any waiver of any of the provisions thereof. Except
as expressly amended hereby, the Loan Agreement shall continue in full force and
effect.
SECTION 4. EFFECTIVENESS.
4.1. This Amendment shall be deemed to be effective as of the date
first written above, provided, however, that such effectiveness is subject to
the conditions precedent that Bank shall have received, in form and substance
satisfactory to Bank and its counsel, the following:
(a) The execution and deliver of a copy hereof; whether the same
or different copies, by each of the Borrowers, to the Bank;
(b) Bank's receipt of the Reaffirmation of Guaranty, executed by
the Guarantor.
SECTION 5. RELEASE AND WAIVER. EACH BORROWER HEREBY REPRESENTS AND
WARRANTS TO THE BANK THAT IS HAS NO KNOWLEDGE OF ANY FACTS THAT WOULD SUPPORT A
CLAIM, COUNTERCLAIM, DEFENSE OR RIGHT OF SET-OFF, AND HEREBY RELEASES BANK FROM
ALL LIABILITY ARISING UNDER OR WITH RESPECT TO AND WAIVES ANY AND ALL CLAIMS,
COUNTERCLAIMS, DEFENSES AND RIGHTS OF SET-OFF, AT LAW OR IN EQUITY, THAT ANY
BORROWER MAY HAVE AGAINST BANK EXISTING AS OF THE DATE OF THIS AMENDMENT ARISING
UNDER OR RELATED TO THIS AMENDMENT, THE LOAN AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS OR THE LOANS CONTEMPLATED HEREBY OR THEREBY OR TO ANY ACT OR OMISSION
TO ACT BY THE BANK WITH RESPECT HERETO OR THERETO.
SECTION 6. COUNTERPARTS. This Amendment may be executed in any number
of counterparts, and by different parties hereto in separate counterparts, with
the same effect as if the signatures to each such counterpart were upon a single
instrument. All counterparts shall be deemed an original of this Amendment.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the first date above written.
BORROWERS: BANK:
PHARMCHEM LABORATORIES, INC. SILICON VALLEY BANK
BY: /s/ David A. Lattanzio BY: /s/ Gary Reagan
------------------------------- ----------------------------
NAME: David A. Lattanzio NAME: Gary Reagan
----------------------------- --------------------------
TITLE: Chief Financial Officer TITLE: Vice President
---------------------------- -------------------------
PHARMCHEM LABORATORIES OPERATIONS, INC.
BY: /s/ David A. Lattanzio
-------------------------------
NAME: David A. Lattanzio
-----------------------------
TITLE: Chief Financial Officer
----------------------------
<TABLE> <S> <C>
<ARTICLE> 5
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