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Tuesday, April 8, 2014

KBS Modular Homes in Maine Sold

Here is the press release followed by a news article about the sale of KBS Building Systems to Aetrium.



FOR IMMEDIATE RELEASE: April 3, 2014 
CONTACT: Paul Askegaard 
Aetrium Incorporated 
(651) 704-1812 
NASDAQ: ATRM 

AETRIUM ACQUIRES KBS BUILDING SYSTEMS

ST. PAUL, MINN (04/03/14) – Aetrium Incorporated (Nasdaq: ATRM) (“Aetrium” or the
“Company”) announced today that it has acquired substantially all of the assets of KBS Building
Systems, Inc. and certain of its affiliated entities. KBS, which is based in South Paris, Maine,
manufactures, sells, and distributes modular housing units for both residential and commercial
use. KBS’s website is http://www.kbs-homes.com.

“Aetrium is excited to expand its operations through the acquisition of KBS, which we believe
will generate long-term value for our shareholders,” stated Jeffrey E. Eberwein, Chairman of the
Board of Directors of the Company.

Consideration for the acquisition included $5 million in cash, a $5.5 million six-month
promissory note made by a wholly-owned subsidiary of Aetrium, the assumption and payoff of
approximately $1.4 million in debt, and the assumption of certain other liabilities related to the
purchased assets. The acquisition was financed by $6.5 million in loans ($0.5 million of which is
convertible into Aetrium common stock) from Lone Star Value Investors, LP, an investment fund
managed by Mr. Eberwein.




This press release may contain forward-looking statements made in reliance upon the safe harbor
provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking statements include all statements
that do not relate solely to historical or current facts, and can be identified by the use of words
such as “may,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” “believe,”
“potential,” “should,” “continue” or the negative versions of those words or other comparable
words. These forward-looking statements are not guarantees of future actions or performance.
These forward-looking statements are based on information currently available to us and our
current plans or expectations, and are subject to a number of uncertainties and risks that could
significantly affect current plans, anticipated actions and our future financial condition and
results. Certain of these risks and uncertainties are described in greater detail in our filings with
the Securities and Exchange Commission. We are under no obligation to (and expressly disclaim
any such obligation to) update or alter our forward-looking statements, whether as a result of new
information, future events or otherwise.
About Aetrium

Aetrium is based in North St. Paul, Minnesota. Its common stock is publicly traded on the Nasdaq
market under the symbol ATRM. More information about Aetrium is available on the internet at
www.Aetrium.com.




This is from a news article about the sale:

The shares of computer-chip testing firm Aetrium Inc. shot up more than 40 percent Friday, a day after it took the unusual step of acquiring an unrelated business in the housing industry.

Since 1982, the firm has been building machines that handle and test computer chips. But on Thursday, the electronics firm announced that it had acquired the assets of a commercial and residential modular housing business from Maine-based KBS Building Systems for $11.9 million.

“They are very different businesses, and we will operate them separately,” Paul Aske­gaard, Aetrium’s treasurer and secretary, said in an interview Friday. “We’re in transition. We had a management change a few months ago, and we thought this was a good opportunity for long-term growth in shareholder value.”

The effect in the stock market was immediate. Shares in the North St. Paul firm jumped 42 percent, or $1.80, to $6.10 on Nasdaq Friday.

It was a striking change of fortune for a stock that has plummeted more than 61 percent over the last five years, 46 percent in the last year alone.

No analysts follow Aetrium, which has had $13.8 million in cumulative net losses in the past three years.

Askegaard declined to comment on the diversification move, or whether the firm planned to exit the computer chip testing market, where it is a relatively small player.
The move into an unrelated business field follows Aetrium’s fight with dissident shareholders last year over the company’s lackluster financial performance. The battle was resolved in a settlement that gave the dissidents five of 11 board seats. Subsequently, CEO Joseph Levesque was replaced by Daniel Koch.

The diversification into modular housing appears related to the company’s hopes to generate earnings that could be partly sheltered from taxation through its accumulated $76 million in tax loss carryforward. The carryforward reduces a company’s tax liability during a high-earning year by including earlier losses to reduce taxable income.

Earlier this year, board chairman Jeff Eberwein called the tax loss carryforward “a significant asset.” However, the company warned at the time that “Aetrium’s use of those tax assets could be substantially limited if the company experiences an ownership change.”

As a result, Aetrium’s board in February adopted a “Tax Benefit Preservation Plan” that would dilute the ownership of any shareholder that tried to increase its holdings to 5 percent or more of Aetrium’s shares without board approval. To take effect, shareholders must approve the plan at the annual meeting in May



3 comments:

Anonymous said...

Just wondering why a semiconductor company would be looking to expand it's operations with the acquisition of a modular home company!

Rob Ebbets said...

It's a weird transaction. Seems to be some kind of financial deal involving carry-forward losses for tax avoidance, according to their SEC filings. Can't believe they'll be investing in the future. I feel sorry for the employees and builders at KBS.

Anonymous said...

With the changes in the IRS code concerning writing off acquired companies, this transaction makes no sense. I agree that the employees will be getting the shaft before too long when the plant closes.