AETRIUM INC
10-Q, 1999-11-15
INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 10-Q

                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934


                For the quarterly period ended September 30, 1999

                          Commission File No. 000-22166



                              AETRIUM INCORPORATED
             (Exact name of registrant as specified in its charter)



         MINNESOTA                                     41-1439182
(State or other jurisdiction               ( I.R.S. Employer Identification No.)
    of incorporation or
       organization)


2350 HELEN STREET, NO. ST. PAUL, MINNESOTA                              55109
 (Address of principal executive offices)                             (Zip Code)


                                 (651) 704-1800
               (Registrant's telephone number including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Exchange Act during the past 12
months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.
                                          YES      X           NO
                                               -----------         ------------


Number of shares of Common Stock, $.001 par value, outstanding as      9,436,035
of November 5, 1999                                                    ---------




<PAGE>




                              AETRIUM INCORPORATED

                                      INDEX



<TABLE>
<CAPTION>

                                                                                            PAGE
<S>                                                                                          <C>
PART I.  FINANCIAL INFORMATION

       Item 1.  Financial Statements:

                  Consolidated Balance Sheets as of September 30, 1999 (unaudited)
                  and December 31, 1998                                                      3-4

                  Consolidated Statements of Operations (unaudited) for the three
                  months and nine months ended September 30, 1999 and 1998                    5

                  Consolidated Statements of Cash Flows (unaudited) for the nine
                  months ended September 30, 1999 and 1998                                    6

                  Notes to unaudited consolidated financial statements                       7-8

       Item 2.    Management's Discussion and Analysis of Financial Condition and
                  Results of Operations                                                     9-12



PART II.  OTHER INFORMATION

       Item 1.    Legal Proceedings                                                           13

       Item 2.    Changes in Securities                                                       13

       Item 3.    Defaults Upon Senior Securities                                             13

       Item 4.    Submission of Matters to a Vote of Security Holders                         13

       Item 5.    Other Information                                                           13

       Item 6.    Exhibits and Reports on Form 8-K                                            13



SIGNATURES                                                                                    14


</TABLE>
                                       2
<PAGE>


PART 1. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


                              AETRIUM INCORPORATED

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                     ASSETS

                                                                           September 30,        December 31,
                                                                               1999                 1998
                                                                   -------------------- --------------------
                                                                            (Unaudited)           (Audited)
                                                                           (in thousands, except share data)
<S>                                                                           <C>                  <C>
Current Assets:
   Cash and cash equivalents                                                  $15,083              $18,133
   Accounts receivable, net                                                     7,794                7,191
   Refundable income taxes                                                          0                3,182
   Inventories                                                                 10,557               14,335
   Deferred taxes                                                               1,946                1,946
   Other current assets                                                           283                  360
                                                                   -------------------- --------------------
      Total current assets                                                     35,663               45,147
                                                                   -------------------- --------------------

Property and equipment:
   Furniture and fixtures                                                       1,966                1,949
   Equipment                                                                    5,989                5,718
                                                                   -------------------- --------------------
                                                                                7,955                7,667
   Less accumulated depreciation and
   amortization                                                                (5,171)              (3,903)
                                                                   -------------------- --------------------
      Property and equipment, net                                               2,784                3,764
                                                                   -------------------- --------------------

Noncurrent deferred taxes                                                      11,730                6,038
Intangible and other assets, net                                               16,091               17,495
                                                                   -------------------- --------------------

                Total assets                                                  $66,268              $72,444
                                                                   ==================== ====================


</TABLE>


        See accompanying notes to the consolidated financial statements.



                                       3
<PAGE>

                              AETRIUM INCORPORATED

                           CONSOLIDATED BALANCE SHEETS

                      LIABILITIES AND SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                      September 30,        December 31,
                                                                          1999                 1998
                                                                   -------------------- --------------------
                                                                       (Unaudited)           (Audited)
                                                                      (in thousands, except share data)
<S>                                                                           <C>                    <C>
Current liabilities:
   Trade accounts payable                                                     $ 2,612              $   721
   Accrued compensation and commissions                                         1,724                1,933
   Other accrued expenses                                                       2,808                3,005
                                                                   -------------------- --------------------
      Total current liabilities                                                 7,144                5,659
                                                                   -------------------- --------------------

Shareholders' equity:
   Common stock, $.001 par value; 30,000,000
    shares authorized; 9,436,035 and 9,471,642
    shares issued and outstanding, respectively                                    10                   10
   Additional paid-in capital                                                  59,962               60,304
   Retained earnings (accumulated deficit)                                      (848)                6,471
                                                                   -------------------- --------------------
      Total shareholders' equity                                               59,124               66,785
                                                                   -------------------- --------------------

          Total liabilities and shareholders' equity                          $66,268              $72,444
                                                                   ==================== ====================

</TABLE>


        See accompanying notes to the consolidated financial statements.





                                       4
<PAGE>

                              AETRIUM INCORPORATED

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                          Three months ended September 30,       Nine months ended September 30,
                                                             1999                 1998               1999                1998
                                               ---------------------- ------------------ ------------------ -------------------
                                                                          (in thousands, except per share data)
<S>                                                         <C>                <C>                <C>                <C>
Net sales                                                   $10,106            $12,009            $26,176            $48,598
Cost of goods sold                                            5,753              7,044             17,743             29,394
                                               ---------------------- ------------------ ------------------ ------------------
   Gross profit                                               4,353              4,965              8,433             19,204
                                               ---------------------- ------------------ ------------------ ------------------

Operating expenses:
    Selling, general, and administrative                      4,768              5,123             13,347             14,944
    Research and development                                  2,265              3,214              7,347              9,691
    Unusual charges                                               0                  0                352              6,527
                                               ---------------------- ------------------ ------------------ ------------------
        Total operating expenses                              7,033              8,337             21,046             31,162
                                               ---------------------- ------------------ ------------------ ------------------

Loss from operations                                        (2,680)            (3,372)           (12,613)           (11,958)
Other income, net                                               143                206                419                725
                                               ---------------------- ------------------ ------------------ ------------------
Loss before income taxes                                    (2,537)            (3,166)           (12,194)           (11,233)
Provision for income taxes                                    1,015                950              4,875              3,630
                                               ---------------------- ------------------ ------------------ ------------------

Net loss                                                   $(1,522)           $(2,216)           $(7,319)           $(7,603)
                                               ====================== ================== ================== ==================



Net loss per common share:
          Basic                                              $(.16)             $(.23)             $(.77)             $(.81)
          Diluted                                            $(.16)             $(.23)             $(.77)             $(.81)

Weighted average common shares outstanding :
          Basic                                               9,475              9,640              9,481              9,382
          Diluted                                             9,475              9,640              9,481              9,382


</TABLE>

        See accompanying notes to the consolidated financial statements.



                                       5
<PAGE>




                              AETRIUM INCORPORATED

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                  Nine months ended September 30,
                                                                                     1999                 1998
                                                                              ------------------- ---------------------
                                                                                          (in thousands)
<S>                                                                                    <C>                   <C>
Cash flows from operating activities:
   Net loss                                                                            $(7,319)              $(7,603)
   Adjustments to reconcile net loss to net
     cash provided by (used in) operating activities:
       Depreciation and amortization                                                      2,684                 2,195
       Acquisition-related  charge                                                            0                 3,900
       Write-off of intangibles                                                               0                 2,080
       Deferred taxes                                                                   (5,692)               (3,221)
       Changes in assets and liabilities, net of effects of acquired business:
           Accounts receivable, net                                                       (603)                 3,111
           Refundable income taxes                                                        3,182                     0
           Inventories                                                                    3,778                 4,160
           Other current assets                                                              77                 (908)
           Intangible and other assets                                                       47                     0
           Trade accounts payable                                                         1,891               (1,391)
           Accrued compensation and commissions                                           (209)                 (115)
           Other accrued expenses                                                         (197)                   294
           Income taxes payable                                                               0                 (551)
                                                                              ------------------- ---------------------
           Net cash provided by (used in) operating activities                          (2,361)                 1,951
                                                                              ------------------- ---------------------

Cash flows from investing activities:
   Purchase of property and equipment                                                     (290)               (1,274)
   Purchases of a business and technology, net of cash acquired                               0               (8,835)
                                                                              ------------------- ---------------------
           Net cash used in investing activities                                          (290)              (10,109)
                                                                              ------------------- ---------------------

Cash flows from financing activities:
   Net proceeds from issuances of common stock                                              101                    73
   Repurchases of common stock                                                            (500)               (1,083)
                                                                              ------------------- ---------------------
          Net cash used in financing activities                                           (399)               (1,010)
                                                                              ------------------- ---------------------

Net decrease in cash and cash equivalents                                               (3,050)               (9,168)

Cash and cash equivalents at beginning of period                                         18,133                27,584

                                                                              ------------------- ---------------------
Cash and cash equivalents at end of period                                              $15,083               $18,416
                                                                              =================== =====================


</TABLE>


        See accompanying notes to the consolidated financial statements.




                                       6
<PAGE>


                              AETRIUM INCORPORATED

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.       INTERIM FINANCIAL REPORTING

         In the opinion of management, the accompanying unaudited consolidated
         financial statements include all adjustments necessary to present
         fairly the financial position, results of operations, and changes in
         cash flows for the interim periods presented.

         Certain footnote information has been condensed or omitted from these
         financial statements. Therefore, these financial statements should be
         read in conjunction with the consolidated financial statements and
         accompanying footnotes included in Form 10-K for the year ended
         December 31, 1998 as well as management's discussion and analysis of
         financial condition and results of operations presented herein.

2.       INVENTORIES

         Inventories consist of the following:
<TABLE>
<CAPTION>
                                                                            September 30,      December 31,
                                                                                1999               1998
                                                                                ----               ----
                                                                                   (in thousands)
<S>                                                                             <C>               <C>
           Purchased parts and completed subassemblies                          $6,329            $ 7,292
           Work-in-process                                                       2,826              4,221
           Finished goods, including demonstration equipment                     1,402              2,822
                                                                               -------            -------
              Total                                                            $10,557            $14,335
                                                                               =======            =======
</TABLE>

3.   NET INCOME (LOSS) PER COMMON SHARE

     Basic net income (loss) per share is computed by dividing net income (loss)
     by the weighted-average number of common shares outstanding during the
     period. Diluted net income (loss) per share is computed by dividing net
     income (loss) by the weighted-average number of common shares and common
     stock equivalent shares outstanding during the period. Common stock
     equivalents include stock options using the treasury stock method. For
     periods in which the company reports a net loss, common stock equivalents
     are excluded from the computations because they are antidilutive.


4.   ACQUISITION

     On April 1, 1998, the company acquired substantially all of the assets and
     assumed certain liabilities of the Equipment Division of WEB Technology,
     Inc., a privately held company. The Equipment Division specializes in the
     design, development, manufacturing and marketing of automatic burn-in board
     loaders/unloaders and a variety of other electromechanical equipment used
     by the semiconductor industry to handle and test integrated circuits. The
     purchase price totaled $23,567,500 including $7,835,000 of cash, 900,000
     shares of the company's common stock valued at $15,412,500 and $320,000 of
     acquisition-related costs. The company's consolidated financial statements
     include the results of the Equipment Division's operations since April 1,
     1998.




                                       7
<PAGE>



4.   ACQUISITION (CONTINUED)

     The acquisition was accounted for as a purchase and, accordingly, the net
     assets acquired were recorded at their estimated fair values at the date of
     the acquisition. The estimated fair value of acquired intangibles amounted
     to $20,698,423. Of this amount, $3,900,000 or 17% of the total purchase
     cost, was allocated to in-process research and development, which amount
     was expensed in the second quarter of 1998 as the underlying research and
     development projects had not yet reached technological feasibility and did
     not have alternative future uses. This amount is included in the caption
     "unusual charges" in the accompanying Statement of Operations.

     The following table presents the consolidated results of operations of the
     company for the nine months ended September 30, 1998 on an unaudited pro
     forma basis as if the acquisition of the Equipment Division had taken place
     on January 1, 1998 (in thousands, except per share data):

<TABLE>
<CAPTION>
                                                                      Nine Months Ended
                                                                      -----------------
             Unaudited Pro Forma                                      September 30, 1998
             -------------------                                      ------------------
<S>                                                                         <C>
             Net sales                                                      $51,592

             Net loss                                                       (5,035)
             Net loss per basic and diluted share                           $ (.52)
             ----------------------------------------------------- --------------------------

             Reported net loss per basic and diluted share
             before acquisition-related charge                              $ (.56)
             ----------------------------------------------------- --------------------------
</TABLE>

     The acquisition-related charge of $3,900,000 is not reflected in the pro
     forma results above. The unaudited pro forma results of operations are for
     comparative purposes only and do not necessarily reflect the results that
     would have occurred had the acquisition occurred at the beginning of the
     period presented or the results which may occur in the future.

5.   REPURCHASES OF COMMON STOCK

     In connection with the acquisition of the Equipment Division of WEB
     Technology, Inc. on April 1, 1998, the company entered into Right of First
     Refusal Agreements with certain shareholders of WEB Technology, Inc. In
     1998, the Board of Directors authorized the company to repurchase up to
     300,000 shares of common stock pursuant to such agreements. As of September
     30, 1999, the company had repurchased the total authorized quantity of
     300,000 shares for approximately $2.2 million, including 56,150 shares for
     $430,000 and 139,000 shares for $901,000 during the nine-month periods
     ended September 30, 1999 and 1998, respectively. In addition, the company
     repurchased 104,850 shares for $870,000 during the quarter ended December
     31, 1998.

     The company accounts for repurchased shares as retirements. The par value
     of repurchased shares is charged to the common stock account and the excess
     of the purchase cost over par value is charged to additional paid-in
     capital.




                                       8
<PAGE>



                              AETRIUM INCORPORATED


ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
           AND RESULTS OF OPERATIONS


           RESULTS OF OPERATIONS

                 NET SALES. Net sales were $10.1 million for the quarter ended
                 September 30, 1999 compared with $12.0 million for the
                 comparable quarter in 1998, a 16% decrease. Net sales for the
                 nine months ended September 30, 1999, were $26.2 million, a
                 decrease of 46 percent from the same period of 1998. Sales of
                 test handlers increased slightly in the third quarter of 1999
                 compared with the same period in 1998, but were offset by lower
                 equipment sales of other product lines. For the nine-month
                 period ended September 30, 1999, equipment sales in all product
                 areas remained below 1998 levels as a result of the severe
                 semiconductor equipment industry downturn that began in 1998
                 and continued into 1999. The decrease also reflects a decision
                 on the part of one of the company's significant test handler
                 customers to significantly reduce its capital spending in 1999.

                 GROSS PROFIT. Gross profit was 43.1% of net sales for the
                 quarter ended September 30, 1999 compared with 41.3% for the
                 comparable period in 1998. The gross profit margin improvement
                 resulted from cost reductions implemented during the past year
                 and a slightly more favorable revenue mix. Gross profit was
                 32.2 % of net sales for the nine months ended September 30,
                 1999 and 39.5% for the same period in 1998, including unusual
                 charges of $2.5 million and $3.7 million in 1999 and 1998,
                 respectively. The $2.5 million charge in 1999 includes
                 inventory write-downs resulting primarily from one of the
                 company's largest customers significantly reducing its 1999
                 capital spending as well as obsolescence associated with
                 upcoming transitions to new products. The $3.7 million charge
                 in 1998 included inventory write-downs related to management
                 decisions to discontinue certain products, delayed and reduced
                 expansion plans on the part of two large customers, and to
                 significantly reduced revenue levels resulting from the
                 semiconductor industry downturn in 1998. Excluding the unusual
                 charges, gross profit was 41.8% of net sales for the nine
                 months ended September 30, 1999 compared with 47.1% for the
                 same period in 1998. The decrease in 1999 resulted primarily
                 from under-absorbed manufacturing overhead due to the
                 significantly lower sales volume.

                 SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and
                 administrative expenses for the quarter ended September 30,
                 1999 were $4.8 million, compared with $5.1 million for the
                 comparable period in 1998, a 6% decrease. Commissions expense
                 was higher in 1999 due to mix despite lower sales, but was
                 offset by reduced wages expense resulting from workforce
                 reductions in the first and second quarters of 1999. Selling,
                 general and administrative expenses for the nine months ended
                 September 30, 1999 were $13.3 million compared with $14.9
                 million for the comparable period in 1998, a decrease of 11%.
                 The decrease in 1999 resulted from cost containment efforts
                 including workforce reductions and lower commissions on
                 significantly reduced revenue levels. These expense reductions
                 were offset somewhat in 1999 by the inclusion of a full nine
                 months of operations of the Equipment Division of WEB
                 Technology, Inc. which was acquired on April 1, 1998.
                 Amortization expense associated with acquisition-related
                 intangible assets currently amounts to approximately $.5
                 million per quarter and totaled $1.4 million for the nine
                 months ended September 30, 1999 compared with $ 1.1 million for
                 the same period in 1998.



                                       9
<PAGE>

                 RESEARCH AND DEVELOPMENT. Research and development expenses
                 were $2.3 million for the quarter ended September 30, 1999 and
                 represented 31 % of net sales. This compares with $3.2 million
                 for the comparable period in 1998, reflecting a 28% decrease.
                 Research and development expenses were $7.3 million for the
                 nine months ended September 30, 1999 compared with $9.7 million
                 for the comparable period in 1998, a 25% decrease. The
                 decreases in 1999 resulted from cost containment efforts
                 implemented during the past year, including a reduction in
                 research and development personnel. These expense reductions
                 were offset somewhat in 1999 by the inclusion of a full nine
                 months of operations of the Equipment Division of WEB
                 Technology, Inc.

                 UNUSUAL CHARGES. As a result of weak business conditions, the
                 company has continued to reduce costs. The company completed
                 workforce reductions resulting in severance and related costs
                 of $352,000 for the nine months ended September 30, 1999. These
                 reductions included the terminations of 48 employees resulting
                 in estimated annual cost savings of approximately $1.8 million.
                 The company also recorded unusual operating expense charges of
                 $6.5 million in the nine months ended September 30, 1998. Of
                 this amount, $3.9 million was related to the acquisition of the
                 Equipment Division of WEB Technology, for that portion of the
                 purchase price allocated to research and development projects
                 that were in process at the time of acquisition but had not yet
                 reached technological feasibility (See Note 4 to the unaudited
                 consolidated financial statements). The balance of unusual
                 charges recorded in the second quarter of 1998 were for
                 severance costs resulting from a reduction in work force and
                 the write-off of certain capitalized technology. The work force
                 reductions included the terminations of 50 employees resulting
                 in estimated annual savings of approximately $2.3 million.

                 OTHER INCOME, NET. Other income, net, which consists primarily
                 of interest income from the investment of excess funds,
                 amounted to $143,000 for the quarter ended September 30, 1999,
                 compared to $206,000 for the same period of 1998. Other income,
                 net, amounted to $419,000 for the nine months ended September
                 30, 1999 compared with $725,000 for the same period in 1998.
                 Interest income was lower in 1999 primarily due to a decrease
                 in the average level of invested funds, which were lower
                 primarily due to the cash outlays of $7.8 million for the
                 acquisition of the Equipment Division of WEB Technology in
                 April 1998, approximately $2.3 million used to repurchase
                 company shares at various times since April 1998, and cash used
                 to fund recent operating losses.

                 INCOME TAX EXPENSE (BENEFIT). The company recorded an income
                 tax benefit of approximately $4.9 million for the nine months
                 ended September 30, 1999 compared with an income tax benefit of
                 approximately $3.6 for the comparable period in 1998. The
                 income tax benefit in 1999 results from the operating loss
                 incurred for the period and generally represents refundable
                 income taxes that can be recovered through net operating loss
                 carrybacks to prior years and net operating loss carryforwards
                 which can be used to reduce taxable income in future years.

                 At September 30, 1999, the company has recorded net deferred
                 tax assets of $13.7 million. Based on its assessment of
                 prospective future taxable income and tax planning strategies
                 available to the company, management has determined that it is
                 more likely than not that it will realize its deferred tax
                 assets in future periods and that a valuation allowance is
                 therefore not required at this time. However, the company may
                 determine that it is necessary to provide a valuation allowance
                 for this asset in the future if it does not generate sufficient
                 taxable income as anticipated.



                                       10
<PAGE>




                 FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

                 The company has a $5.0 million line of credit agreement with
                 Harris Trust and Savings Bank in Chicago, Illinois. Borrowings
                 under this agreement are secured by receivables, inventories
                 and general intangibles. Borrowing is limited to a percentage
                 of eligible receivables and inventories. There were no line of
                 credit advances outstanding as of September 30, 1999 or
                 December 31, 1998.

                 The company believes its current cash balances and borrowings
                 available under its credit facility will be sufficient to meet
                 capital expenditure and working capital needs for at least 24
                 months. The company may acquire other companies, product lines
                 or technologies that are complementary to the company's
                 business, and the company's working capital needs may change as
                 a result of such acquisitions.

                 BUSINESS RISKS AND UNCERTAINTIES

                 A number of risks and uncertainties exist which could impact
                 the company's future operating results. These uncertainties
                 include, but are not limited to, general economic conditions,
                 competition, changes in rates of capital spending by
                 semiconductor manufacturers, the company's success in
                 developing new products and technologies, market acceptance of
                 new products, risks and unanticipated costs associated with
                 integrating acquired businesses, and other factors, including
                 those set forth in the company's SEC filings, including its
                 current report on Form 10-K for the year ended December 31,
                 1998.

                 YEAR 2000 ISSUES

                 Many existing computer programs use only two digits to identify
                 a year in the date field, with the result that data referring
                 to the year 2000 and subsequent years may be misinterpreted by
                 these programs. If present in the computer applications of the
                 company or third parties (such as customers, financial
                 institutions, and suppliers) and not corrected, this problem
                 may cause computer applications to fail or to create erroneous
                 results and could cause a disruption in operations and have an
                 adverse effect on the company's business and results of
                 operations.

                 The company has adopted a formal plan to evaluate its state of
                 readiness for the Year 2000 and to address any deficiencies.
                 The plan encompasses 1) information technology (IT) systems 2)
                 non-IT systems 3) company products and 4) systems of third
                 parties, including key suppliers.

                 INFORMATION TECHNOLOGY: The company's principal computer
                 systems that it uses for financial accounting, manufacturing,
                 inventory control, purchasing, sales administration,
                 engineering, and other business functions have been determined
                 to be substantially Year 2000 compliant. The company intends to
                 monitor such principal computer systems throughout the balance
                 of 1999 for any Year 2000 issues.

                 NON-IT SYSTEMS: The company has completed an evaluation of its
                 telephone, manufacturing equipment, facility heating and
                 cooling, and other non-IT systems for Year 2000 readiness.
                 These systems have been determined to be substantially Year
                 2000 compliant.

                 COMPANY PRODUCTS: The company has completed a series of tests,
                 utilizing industry standards, of the electronics systems of its
                 products, including certain product lines no longer being
                 manufactured but remaining in use at customer sites. Certain
                 products that are no longer being manufactured required a minor
                 software adjustment to address Year



                                       11
<PAGE>

                 2000 issues. A software upgrade was developed at a cost of
                 approximately $4,000 and has been supplied to affected
                 customers.

                 THIRD PARTIES: The company distributed a survey to its key
                 vendors and suppliers to assess their plans for bringing any
                 non-compliant systems into Year 2000 compliance. This study
                 focused particularly on suppliers of materials and services who
                 are either the sole source or one of a limited number of
                 potential suppliers. More than 250 suppliers were surveyed in
                 connection with this study, which was completed in October
                 1999. This study indicated that the company's key vendors and
                 suppliers do not anticipate significant Year 2000 issues. The
                 company's key distributors have represented that they are Year
                 2000 compliant.

                 Substantially all of the effort to evaluate the company's Year
                 2000 readiness has been made using internal personnel, and
                 therefore incremental expenses have been less than $50,000,
                 excluding the time of the company's personnel. Any employee
                 costs associated with the company 2000's readiness program have
                 been expensed as incurred. The company has achieved substantial
                 compliance on Year 2000 issues on its principal computer
                 systems in the course of normally planned hardware and software
                 upgrades, and thus has not incurred any significant expense to
                 date specifically to address Year 2000 issues. The company has
                 not incurred any material expenses in connection with its
                 evaluation of non-IT systems, and does not expect material
                 expenses in the future. The company has not incurred material
                 expenses to date in connection with the evaluation of its
                 products and the status of its vendors and suppliers with
                 respect to Year 2000 issues, and does not anticipate material
                 expenses in the future.

                 The only formal contingency plan adopted by the company
                 concerns certain purchased parts and materials for its products
                 that, should there be an interruption of deliveries from
                 vendors, could cause a disruption of the company's product
                 build schedules. As a result, the materials planning group of
                 the company continues to monitor its supplier base and qualify
                 additional sources of supply for purchased parts and materials
                 that are either critical or available from a limited number of
                 suppliers. The company will consider implementing or adopting
                 additional contingency plans as it continues to monitor its
                 Year 2000 readiness, and as new information becomes available.
                 The company believes that the most reasonably likely worst case
                 Year 2000 scenario would result from a disruption of prompt
                 deliveries of purchased materials and subassemblies used to
                 manufacture the company's products. This concern is being
                 addressed by the materials contingency plan mentioned above.
                 The company will determine the need for such additional plans
                 as part of its ongoing assessment of vendors and suppliers,
                 products, and internal systems.

                 Due to the complexity and pervasiveness of the Year 2000 issue,
                 and in particular the uncertainty regarding the Year 2000
                 compliance programs of the company's suppliers and other third
                 parties, no assurances can be given that there will not be
                 material adverse effects on the business or its results from
                 operations.




                                       12
<PAGE>






                              AETRIUM INCORPORATED


PART II.  OTHER INFORMATION

       Item 1.       Legal Proceedings

                     None which the company believes will have a material
                     adverse impact on its financial condition or results of
                     operations.


       Item 2.       Changes in Securities

                     None.


       Item 3.       Defaults on Senior Securities

                     None.


       Item 4.       Submissions of Matters to a Vote of Security Holders

                     None.


       Item 5.       Other Information

                     None.


       Item 6.       Exhibits and Reports on Form 8-K

                     (a)  Exh 27 - Financial Data Schedule.

                     (b)  Reports on Form 8-K

                          None.





                                       13
<PAGE>


                              AETRIUM INCORPORATED


                                   SIGNATURES




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.


                                      AETRIUM INCORPORATED
                                      (Registrant)



     Date: November 5, 1999   By:      /s/ Joseph C. Levesque
                                      -----------------------
                                      Joseph C. Levesque
                                      Chairman of the Board, President, and
                                      Chief Executive Officer

     Date: November 5, 1999   By:      /s/ Darnell L. Boehm
                                      ---------------
                                      Darnell L. Boehm
                                      Chief Financial Officer, Secretary, and
                                      Director




<TABLE> <S> <C>


<ARTICLE> 5
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               SEP-30-1999
<CASH>                                          15,083
<SECURITIES>                                         0
<RECEIVABLES>                                    7,794
<ALLOWANCES>                                         0
<INVENTORY>                                     10,557
<CURRENT-ASSETS>                                35,663
<PP&E>                                           7,955
<DEPRECIATION>                                   5,171
<TOTAL-ASSETS>                                  66,268
<CURRENT-LIABILITIES>                            7,144
<BONDS>                                              0
                                0
                                          0
<COMMON>                                            10
<OTHER-SE>                                      59,114
<TOTAL-LIABILITY-AND-EQUITY>                    66,268
<SALES>                                         26,176
<TOTAL-REVENUES>                                26,176
<CGS>                                           17,743
<TOTAL-COSTS>                                    8,433
<OTHER-EXPENSES>                                 7,347
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                               (12,194)
<INCOME-TAX>                                   (4,875)
<INCOME-CONTINUING>                            (7,319)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (7,319)
<EPS-BASIC>                                      (.77)
<EPS-DILUTED>                                    (.77)




</TABLE>


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