Subsequent Events | 3 Months Ended |
Mar. 31, 2014 |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
10 | SUBSEQUENT EVENTS | | | |
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| ● | Securities Purchase Agreement | | |
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On April 1, 2014, in order to finance the acquisition of KBS described below, we entered into a Securities Purchase Agreement (the “LSV Financing Agreement”) with Lone Star Value Investors, LP (“LSV”) pursuant to which LSV purchased for $6.5 million in cash, (i) an unsecured promissory note made by Aetrium in the principal amount of $6.0 million (the “LSV Promissory Note”), bearing interest at 10.0% per annum, with interest payable semiannually and any unpaid principal and interest due on April 1, 2019, and (ii) an unsecured convertible promissory note made by Aetrium in the principal amount of $0.5 million (the “LSV Convertible Promissory Note”, and together with the “LSV Promissory Note”, the “LSV Notes”), bearing interest at 5.0% per annum, with interest payable semiannually and any unpaid principal and interest due on April 1, 2019. At any time after July 30, 2014, at LSV’s option, the unpaid principal amount of the LSV Convertible Promissory Note may be converted into shares of our common stock at $4.66 per share. Aetrium may prepay the LSV Notes at any time after a specified amount of advance notice to LSV. |
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The LSV Notes provide for customary events of default, the occurrence of any of which may result in the principal and unpaid interest then outstanding becoming immediately due and payable. Additionally, pursuant to the LSV Financing Agreement, we agreed to enter into a registration rights agreement with LSV on usual and customary terms and conditions approved by the parties in their reasonable discretion. |
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LSV owns 60,588 shares of our common stock, or approximately 5.6% of the shares outstanding. Jeffrey E. Eberwein, Aetrium’s Chairman of the Board, is the founder and chief executive officer of Lone Star Value Management, LLC, the investment manager of LSV, and is the manager of Lone Star Value Investors GP, LLC, the general partner of LSV. LSV was granted a waiver under our Tax Benefits Preservation Plan to permit the purchase and conversion of the LSV Convertible Promissory Note. |
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Aetrium’s entry into the LSV Financing Agreement was approved by a Special Committee of our Board of Directors consisting solely of independent directors. |
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| ● | KBS Acquisition | | |
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On April 2, 2014, Aetrium and KBS Builders, Inc., a wholly-owned subsidiary of Aetrium (“KBS Builders”), entered into an Asset Purchase Agreement (the “KBS Purchase Agreement”) with KBS Building Systems, Inc., Maine Modular Haulers, LLC, All-Set, LLC (d/b/a KBS Homes), Paris Holdings, LLC (collectively, “KBS”), and the principal owner of KBS, pursuant to which we purchased substantially all of KBS’s assets related to its business of manufacturing, selling, and distributing modular housing units for residential and commercial use. Consideration for the acquisition included (i) $5.0 million in cash, (ii) an unsecured promissory note issued to KBS by KBS Builders in the principal amount of $5.5 million, bearing interest at 4.0% per annum with all principal and interest due on October 1, 2014 (the “KBS Note”), (iii) the assumption and payoff of approximately $1.4 million of debt and (iv) the assumption of certain other liabilities of KBS related to the purchased assets. |
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The KBS Purchase Agreement contains representations, warranties and covenants customary for transactions of this type. Under the KBS Purchase Agreement, Aetrium guarantees performance by KBS Builders of its obligations under the KBS Purchase Agreement, the KBS Note and related agreements, and the principal owner of KBS guarantees its performance of its obligations. The KBS Note provides for customary events of default, as well as an event of default if we fail to perform under the KBS Purchase Agreement, the occurrence of any of which may result in the principal and unpaid interest then outstanding becoming immediately due and payable. |
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| ● | Transfer of Test Handler Product Line | | |
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On April 22, 2014, we entered into an agreement (the “Agreement”) in which we transferred the assets related to our business of designing, manufacturing, marketing and servicing equipment used in the handling of integrated circuits to BSA, a wholly owned subsidiary of Boston Semi Equipment LLC (“BSE”). The Agreement contains representations, warranties and covenants customary for transactions of this type. |
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The Agreement provided for the following: |
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| ● | BSA will pay to Aetrium a royalty on all revenue related to the Test Handler product line over five years (April 22, 2014 through December 31, 2018) that will start at 15% and decline over time to 3%, subject to certain qualifications and adjustments. | | |
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| ● | Aetrium transferred all inventories, certain equipment, intellectual property, and certain other assets associated with the Test Handler product line to BSA. | | |
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| ● | BSA assumed certain liabilities related to the Test Handler product line, including certain accounts payable, accrued expenses and product support and warranty obligations. | | |
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| ● | BSA and Aetrium executed a sublease and transition services agreement providing for BSA to continue to operate the Test Handler product line in approximately 15,000 square feet within Aetrium’s leased facility in North St. Paul, MN and for each party to provide certain administrative services to the other. The sublease provides for initial monthly rental payments of $19,930 and the term extends through August 31, 2015. | | |
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| ● | Sixteen of Aetrium’s employees that were associated with the Test Handler product line were hired by BSA. | | |
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We are in the process of fully evaluating the fair value of our contingent consideration, but we expect to record a pre-tax gain of approximately $0.9 million on the transfer of the Test Handler product line, estimated as follows (in thousands): |
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Proceeds: | | |
Fair value of contingent consideration (royalty stream) | | $ | 2,000 | |
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Carrying value of net assets transferred: | | | | |
Inventories | | | 1,230 | |
Equipment | | | 26 | |
Accounts payable | | | (116 | ) |
Accrued liabilities | | | (82 | ) |
Total net assets transferred | | | 1,058 | |
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Gain on sale | | $ | 942 | |
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As of March 31, 2014, the decision to sell the Test Handler product line was not considered probable. As such, the operating results of the Test Handler product line were not included in discontinued operations. |
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| ● | Employee Claim for Severance Benefits | | |
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On April 25, 2014, we received notice that an employee is seeking to obtain severance benefits pursuant to a change of control agreement with Aetrium. We intend to vigorously challenge the employee’s claim for such benefits. We estimate the charges we may incur in the future related to this claim are in the range of $0 to $290,000. |