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Share Name | Share Symbol | Market | Type |
---|---|---|---|
ADDvantage Technologies Group Inc | NASDAQ:AEY | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.36 | 0.289 | 0.299 | 0 | 01:00:00 |
UNITED STATES
|
SECURITIES AND EXCHANGE COMMISSION
|
Washington, D.C. 20549
|
FORM 10-K
|
☒
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the fiscal year ended September 30, 2016
|
☐
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Commission file number
1-10799
|
ADDVANTAGE TECHNOLOGIES GROUP, INC
.
|
(Exact name of registrant as specified in its charter)
|
Oklahoma
|
73-1351610
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
1221 E. Houston, Broken Arrow, Oklahoma
|
74012
|
(Address of principal executive offices)
|
(Zip code)
|
Registrant’s telephone number: (918) 251-9121
|
Securities registered under Section 12(b) of the Act:
|
Title of each class
|
Name of exchange on which registered
|
Common Stock, $.01 par value
|
NASDAQ Global Market
|
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
|
Yes
☐
No
☒
|
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
|
Yes
☐
No
☒
|
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 reports), and (2) has been subject to such filing requirements for the past 90 days.
|
Yes
☒
No
☐
|
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during
the preceding 12 months (or for such shorter period that the registrant was required to submit and post s
uch files).
|
Yes
☒
No
☐
|
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
|
☒
|
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,
or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☒
|
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
|
Yes
☐
No
☒
|
The aggregate market value of the outstanding shares of common stock, par value $.01 per share, held by non-affiliates
computed by reference to the closing price of the registrant’s common stock as of March 31, 2016 was $9,984,120.
|
|
The number of shares of the registrant’s outstanding common stock, $.01 par value per share, was 10,134,235 as of
November 30, 2016.
|
|
Documents Incorporated by Reference
|
|
The identified sections of definitive Proxy Statement to be filed as Schedule 14A pursuant to Regulation 14A in connection with the Registrant’s 2017 annual meeting of shareholders are incorporated by reference into Part III of this Form 10-K. The Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K.
|
Page
|
||
PART I
|
||
Item 1.
|
Business.
|
|
Item 2.
|
Properties.
|
|
Item 3.
|
Legal Proceedings.
|
|
PART II
|
||
Item 5.
|
Market for Registrant's Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities.
|
|
Item 6.
|
Selected Financial Data.
|
|
Item 7.
|
Management's Discussion and Analysis of Financial Condition and Results
of Operations.
|
|
Item 8.
|
Financial Statements and Supplementary Data.
|
|
Item 9.
|
Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
|
|
Item 9A.
|
Controls and Procedures.
|
|
Item 9B.
|
Other Information.
|
|
PART III
|
||
Item 10.
|
Directors, Executive Officers and Corporate Governance.
|
|
Item 11.
|
Executive Compensation.
|
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
|
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence.
|
|
Item 14.
|
Principal Accounting Fees and Services.
|
|
PART IV
|
||
Item 15.
|
Exhibits, Financial Statement Schedules.
|
|
SIGNATURES
|
2016
|
2015
|
2014
|
||||||||||
United States
|
||||||||||||
Cable TV
|
$
|
21,936,344
|
$
|
23,975,197
|
$
|
25,738,706
|
||||||
Telco (a)
|
13,693,837
|
16,031,293
|
6,533,458
|
|||||||||
Canada, Central America, Asia, Europe, Mexico, South America and Other
|
||||||||||||
Cable TV
|
1,055,682
|
1,418,488
|
1,465,514
|
|||||||||
Telco (a)
|
1,977,401
|
2,308,642
|
2,151,014
|
|||||||||
$
|
38,663,264
|
$
|
43,733,620
|
$
|
35,888,692
|
·
|
we sell both new and refurbished Cable TV equipment as well as repair what we sell, while most of our competition does not offer all of these services;
|
·
|
we stock both new and refurbished inventory;
|
·
|
we stock a wide breadth of inventory, which many of our competitors do not due to working capital constraints;
|
·
|
we can reconfigure new and refurbished equipment to meet the different needs of our customers;
|
·
|
we can meet our customers’ timing needs for product due to our inventory on hand; and
|
·
|
we have experienced sales support staff that have the technical know-how to assist our customers regarding solutions for various products and configurations.
|
·
|
we stock a broad range of used inventory, which allows us to meet our customers’ timing needs;
|
·
|
we have experienced sales support staff that have strong relationships with our customers and technical knowledge of the products we offer;
|
·
|
we have the following quality certifications: TL9000 (telecommunications quality certification), ISO 14001 (environmental management certification), OHSAS18000 (occupational safety and health management certification), and R2 (EPA responsible recycling practices for electronics); and
|
·
|
we provide multiple services for our customers including deinstallation and decommission of products, storage and management of spares inventory and recycling.
|
·
|
Broken Arrow, Oklahoma – We own a facility in a suburb of Tulsa consisting of our headquarters, additional offices, warehouse and service center of approximately 100,000 square feet on ten acres, with an investment of $3.3 million, financed by a loan with a remaining balance of $0.9 million, due in monthly payments through 2021 at an interest rate of LIBOR plus 1.4%. In 2007, we also constructed a 62,500 square foot
|
|
warehouse facility on the rear of our existing property in Broken Arrow, OK, with an investment of $1.6 million, financed with cash flows from operations.
|
·
|
Deshler, Nebraska – We own a facility near Lincoln consisting of land and an office, warehouse and service center of approximately 8,000 square feet.
|
·
|
Warminster, Pennsylvania – We own a facility in a suburb of Philadelphia consisting of an office, warehouse and service center of approximately 12,000 square feet, with an investment of $0.6 million. We also lease property of approximately 2,000 square feet, with monthly rental payments of $1,467 through December 31, 2016. We also rent on a month-to-month basis another property of approximately 2,000 square feet, with monthly rental payments of $1,325.
|
·
|
Sedalia, Missouri – We own a facility near Kansas City consisting of land and an office, warehouse and service center of approximately 24,300 square feet. In 2007, we also constructed an 18,000 square foot warehouse facility on the back of our existing property in Sedalia, MO, with an investment of $0.4 million.
|
·
|
New Boston, Texas – We own a facility near Texarkana consisting of land and an office, warehouse and service center of approximately 13,000 square feet.
|
·
|
Suwanee, Georgia – We rent, on a month-to-month basis, a facility in a suburb of Atlanta consisting of an office and service center of approximately 5,000 square feet, with monthly rental payments of $3,060.
|
·
|
Phoenix, Arizona – We lease a facility in Phoenix, Arizona consisting of an office, service center and warehouse of approximately 6,300 square feet, with monthly rental payments of $3,690, and $3,815 through May 31, 2017, and 2018, respectively, plus monthly common area operating expenses of approximately $1,500.
|
·
|
Kingsport, Tennessee – We lease a facility in Kingsport, Tennessee consisting of office space, warehouse, and service center of approximately 14,000 square feet with monthly rental payments to a Company employee of $4,000 per month through December 31, 2018.
|
·
|
Jessup, Maryland – We lease a facility in a suburb of Baltimore consisting of an office, warehouse, and service center of approximately 88,000 square feet, with monthly rental payments of $42,025 increasing each year by 2.5% through November 30, 2023.
|
Item 5. |
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
|
Year Ended September 30, 2016
|
High
|
Low
|
||||||
First Quarter
|
$
|
2.38
|
$
|
1.30
|
||||
Second Quarter
|
$
|
2.07
|
$
|
1.57
|
||||
Third Quarter
|
$
|
2.04
|
$
|
1.67
|
||||
Fourth Quarter
|
$
|
2.31
|
$
|
1.70
|
||||
Year Ended September 30, 2015
|
High
|
Low
|
||||||
First Quarter
|
$
|
2.70
|
$
|
2.24
|
||||
Second Quarter
|
$
|
2.49
|
$
|
2.18
|
||||
Third Quarter
|
$
|
2.49
|
$
|
2.27
|
||||
Fourth Quarter
|
$
|
2.40
|
$
|
2.20
|
||||
Plan Category
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
(a)
|
Weighted-average exercise price of outstanding options, warrants and rights
(b)
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
(c)
|
|||||||||
Equity compensation plans approved by security holders
|
570,000
|
$
|
2.73
|
434,211
|
||||||||
Equity compensation plans not approved by security holders
|
0
|
0
|
0
|
|||||||||
Total
|
570,000
|
$
|
2.73
|
434,211
|
2016
|
2015
|
2014
|
2013
|
2012
|
||||||||||||||||
Sales
|
$
|
38,663
|
$
|
43,734
|
$
|
35,889
|
$
|
28,677
|
$
|
29,677
|
||||||||||
Income from operations
|
$
|
344
|
$
|
2,576
|
$
|
1,097
|
$
|
2,896
|
$
|
2,619
|
||||||||||
Income from continuing operations
|
$
|
294
|
$
|
1,498
|
$
|
659
|
$
|
1,772
|
$
|
939
|
||||||||||
Continuing operations earnings per share
|
||||||||||||||||||||
Basic
|
$
|
0.03
|
$
|
0.15
|
$
|
0.07
|
$
|
0.18
|
$
|
0.09
|
||||||||||
Diluted
|
$
|
0.03
|
$
|
0.15
|
$
|
0.07
|
$
|
0.18
|
$
|
0.09
|
||||||||||
Total assets
|
$
|
50,268
|
$
|
51,687
|
$
|
53,139
|
$
|
42,923
|
$
|
41,971
|
||||||||||
Long-term obligations inclusive
of current maturities
|
$
|
4,366
|
$
|
5,240
|
$
|
6,086
|
$
|
1,503
|
$
|
1,687
|
Year Ended September 30, 2016
|
Year Ended September 30, 2015 | |||||||||||||||||||||||
Cable TV
|
Telco
|
Total
|
Cable TV
|
Telco
|
Total
|
|||||||||||||||||||
Income (loss) from operations
|
$
|
1,478,676
|
$
|
(1,134,815
|
)
|
$
|
343,861
|
$
|
2,210,414
|
$
|
365,796
|
$
|
2,576,210
|
|||||||||||
Depreciation
|
322,076
|
99,874
|
421,950
|
296,876
|
111,827
|
408,703
|
||||||||||||||||||
Amortization
|
−
|
825,804
|
825,804
|
−
|
825,805
|
825,805
|
||||||||||||||||||
EBITDA
(a)
|
$
|
1,800,752
|
$
|
(209,137
|
)
|
$
|
1,591,615
|
$
|
2,507,290
|
$
|
1,303,428
|
$
|
3,810,718
|
(a) |
The Telco segment includes earn-out expenses of $0.2 and $0.7 million for the year ended September 30, 2016 and 2015, respectively, related to the acquisition of Nave Communications.
|
Year Ended September 30, 2015
|
Year Ended September 30, 2014
|
|||||||||||||||||||||||
Cable TV
|
Telco
|
Total
|
Cable TV
|
Telco
|
T
otal
|
|||||||||||||||||||
Income (loss) from operations
|
$
|
2,210,414
|
$
|
365,796
|
$
|
2,576,210
|
$
|
1,492,100
|
$
|
(395,001
|
)
|
$
|
1,097,099
|
|||||||||||
Depreciation
|
296,876
|
111,827
|
408,703
|
293,353
|
66,926
|
360,279
|
||||||||||||||||||
Amortization
|
−
|
825,805
|
825,805
|
−
|
481,722
|
481,722
|
||||||||||||||||||
EBITDA
(a)
|
$
|
2,507,290
|
$
|
1,303,428
|
$
|
3,810,718
|
$
|
1,785,453
|
$
|
153,647
|
$
|
1,939,100
|
(a) |
The Telco segment for the year ended September 30, 2014 includes acquisition-related costs of $0.6 million related to the acquisition of Nave Communications.
|
Index to Financial Statements
|
Page
|
Report of Independent Registered Public Accounting Firm
|
|
Consolidated Balance Sheets, September 30, 2016 and 2015
|
|
Consolidated Statements of Operations, Years ended
|
|
September 30, 2016, 2015 and 2014
|
|
Consolidated Statements of Changes in Shareholders’ Equity, Years ended
|
|
September 30, 2016, 2015 and 2014
|
|
Consolidated Statements of Cash Flows, Years ended
|
|
September 30, 2016, 2015 and 2014
|
|
Notes to Consolidated Financial Statements
|
September 30,
|
||||||||
2016
|
2015
|
|||||||
Assets
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
4,508,126
|
$
|
6,110,986
|
||||
Accounts receivable, net of allowance for doubtful accounts of
$250,000
|
4,278,855
|
4,286,377
|
||||||
Income tax receivable
|
480,837
|
−
|
||||||
Inventories, net of allowance for excess and obsolete
|
||||||||
inventory of $2,570,868 and $2,756,628, respectively
|
21,524,919
|
23,600,996
|
||||||
Prepaid expenses
|
323,289
|
153,454
|
||||||
Total current assets
|
31,116,026
|
34,151,813
|
||||||
Property and equipment, at cost:
|
||||||||
Land and buildings
|
7,218,678
|
7,218,678
|
||||||
Machinery and equipment
|
3,833,230
|
3,415,164
|
||||||
Leasehold improvements
|
151,957
|
151,957
|
||||||
Total property and equipment, at cost
|
11,203,865
|
10,785,799
|
||||||
Less: Accumulated depreciation
|
(4,993,102
|
)
|
(4,584,796
|
)
|
||||
Net property and equipment
|
6,210,763
|
6,201,003
|
||||||
Investment in and loans to equity method investee
|
2,588,624
|
–
|
||||||
Intangibles, net of accumulated amortization
|
4,973,669
|
5,799,473
|
||||||
Goodwill
|
3,910,089
|
3,910,089
|
||||||
Deferred income taxes
|
1,333,000
|
1,490,000
|
||||||
Other assets
|
135,988
|
134,678
|
||||||
Total assets
|
$
|
50,268,159
|
$
|
51,687,056
|
September 30,
|
||||||||
2016
|
2015
|
|||||||
Liabilities and Shareholders’ Equity
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
1,857,953
|
$
|
1,784,482
|
||||
Accrued expenses
|
1,324,652
|
1,358,681
|
||||||
Income tax payable
|
–
|
122,492
|
||||||
Notes payable – current portion
|
899,603
|
873,752
|
||||||
Other current liabilities
|
963,127
|
982,094
|
||||||
Total current liabilities
|
5,045,335
|
5,121,501
|
||||||
Notes payable, less current portion
|
3,466,358
|
4,366,130
|
||||||
Other liabilities
|
131,410
|
1,064,717
|
||||||
Total liabilities
|
8,643,103
|
10,552,348
|
||||||
Shareholders’ equity:
|
||||||||
Common stock, $.01 par value; 30,000,000 shares authorized;
10,634,893 and 10,564,221 shares issued, respectively;
10,134,235 and 10,063,563 shares outstanding, respectively
|
106,349
|
105,642
|
||||||
Paid in capital
|
(4,916,791
|
)
|
(5,112,269
|
)
|
||||
Retained earnings
|
47,435,512
|
47,141,349
|
||||||
Total shareholders’ equity before treasury stock
|
42,625,070
|
42,134,722
|
||||||
Less: Treasury stock, 500,658 shares, at cost
|
(1,000,014
|
)
|
(1,000,014
|
)
|
||||
Total shareholders’ equity
|
41,625,056
|
41,134,708
|
||||||
Total liabilities and shareholders’ equity
|
$
|
50,268,159
|
$
|
51,687,056
|
Years ended September 30,
|
||||||||||||
2016
|
2015
|
2014
|
||||||||||
Sales
|
$
|
38,663,264
|
$
|
43,733,620
|
$
|
35,888,692
|
||||||
Cost of sales
|
26,222,381
|
28,434,731
|
24,283,236
|
|||||||||
Gross profit
|
12,440,883
|
15,298,889
|
11,605,456
|
|||||||||
Operating, selling, general and administrative expenses
|
12,097,022
|
12,722,679
|
10,508,357
|
|||||||||
Income from operations
|
343,861
|
2,576,210
|
1,097,099
|
|||||||||
Other income (expense):
|
||||||||||||
Other income
|
459,636
|
−
|
–
|
|||||||||
Interest income
|
90,686
|
−
|
–
|
|||||||||
Loss from equity method investment
|
(184,996
|
)
|
−
|
–
|
||||||||
Interest expense
|
(236,024
|
)
|
(305,310
|
)
|
(217,910
|
)
|
||||||
Total other income (expense), net
|
129,302
|
(305,310
|
)
|
(217,910
|
)
|
|||||||
Income before income taxes
|
473,163
|
2,270,900
|
879,189
|
|||||||||
Provision for income taxes
|
179,000
|
773,000
|
220,000
|
|||||||||
Income from continuing operations
|
294,163
|
1,497,900
|
659,189
|
|||||||||
Discontinued operations:
|
||||||||||||
Loss from discontinued operations, net of tax
|
−
|
−
|
(36,211
|
)
|
||||||||
Loss on sale of discontinued operations, net of tax
|
−
|
−
|
(629,835
|
)
|
||||||||
Discontinued operations, net of tax
|
−
|
−
|
(666,046
|
)
|
||||||||
Net income (loss)
|
$
|
294,163
|
$
|
1,497,900
|
$
|
(6,857
|
)
|
|||||
Earnings (loss) per share:
|
||||||||||||
Basic
|
||||||||||||
Continuing operations
|
$
|
0.03
|
$
|
0.15
|
$
|
0.07
|
||||||
Discontinued operations
|
−
|
−
|
(0.07
|
)
|
||||||||
Net income (loss)
|
$
|
0.03
|
$
|
0.15
|
$
|
(0.00
|
)
|
|||||
Diluted
|
||||||||||||
Continuing operations
|
$
|
0.03
|
$
|
0.15
|
$
|
0.07
|
||||||
Discontinued operations
|
−
|
−
|
(0.07
|
)
|
||||||||
Net income (loss)
|
$
|
0.03
|
$
|
0.15
|
$
|
(0.00
|
)
|
|||||
Shares used in per share calculation:
|
||||||||||||
Basic
|
10,107,483
|
10,055,052
|
10,021,431
|
|||||||||
Diluted
|
10,111,545
|
10,055,052
|
10,049,440
|
Common Stock
|
Paid-in
|
Retained
|
Treasury
|
|||||||||||||||||||||
Shares
|
Amount
|
Capital
|
Earnings
|
Stock
|
Total
|
|||||||||||||||||||
Balance, September 30, 2013
|
10,499,138
|
$
|
104,991
|
$
|
(5,578,500
|
)
|
$
|
45,650,306
|
$
|
(1,000,014
|
)
|
$
|
39,176,783
|
|||||||||||
Net loss
|
–
|
–
|
–
|
(6,857
|
)
|
–
|
(6,857
|
)
|
||||||||||||||||
Restricted stock issuance
|
42,726
|
428
|
135,572
|
–
|
–
|
136,000
|
||||||||||||||||||
Share based compensation expense
|
–
|
–
|
130,047
|
–
|
–
|
130,047
|
||||||||||||||||||
Balance, September 30, 2014
|
10,541,864
|
$
|
105,419
|
$
|
(5,312,881
|
)
|
$
|
45,643,449
|
$
|
(1,000,014
|
)
|
$
|
39,435,973
|
|||||||||||
Net income
|
–
|
–
|
–
|
1,497,900
|
–
|
1,497,900
|
||||||||||||||||||
Restricted stock, net of forfeited
|
22,357
|
223
|
58,944
|
–
|
–
|
59,167
|
||||||||||||||||||
Share based compensation expense
|
–
|
–
|
141,668
|
–
|
–
|
141,668
|
||||||||||||||||||
Balance, September 30, 2015
|
10,564,221
|
$
|
105,642
|
$
|
(5,112,269
|
)
|
$
|
47,141,349
|
$
|
(1,000,014
|
)
|
$
|
41,134,708
|
|||||||||||
Net income
|
–
|
–
|
–
|
294,163
|
–
|
294,163
|
||||||||||||||||||
Restricted stock issuance
|
70,672
|
707
|
121,794
|
–
|
–
|
122,501
|
||||||||||||||||||
Share based compensation expense
|
–
|
–
|
73,684
|
–
|
–
|
73,684
|
||||||||||||||||||
Balance, September 30, 2016
|
10,634,893
|
$
|
106,349
|
$
|
(4,916,791
|
)
|
$
|
47,435,512
|
$
|
(1,000,014
|
)
|
$
|
41,625,056
|
Years ended September 30,
|
||||||||||||
2016
|
2015
|
2014
|
||||||||||
Operating Activities
|
||||||||||||
Net income (loss)
|
$
|
294,163
|
$
|
1,497,900
|
$
|
(6,857
|
)
|
|||||
Net loss from discontinued operations
|
−
|
−
|
(666,046
|
)
|
||||||||
Net income from continuing operations
|
294,163
|
1,497,900
|
659,189
|
|||||||||
Adjustments to reconcile net income (loss) to net cash
|
||||||||||||
provided by (used in) operating activities:
|
||||||||||||
Depreciation
|
421,950
|
408,703
|
360,279
|
|||||||||
Amortization
|
825,804
|
825,805
|
481,722
|
|||||||||
Allowance for doubtful accounts
|
–
|
50,000
|
−
|
|||||||||
Provision for excess and obsolete inventories
|
951,282
|
600,000
|
601,351
|
|||||||||
(Gain) loss on disposal of property and equipment
|
(2,000
|
)
|
30,652
|
−
|
||||||||
Deferred income tax provision (benefit)
|
157,000
|
(341,000
|
)
|
(276,000
|
)
|
|||||||
Share based compensation expense
|
192,213
|
239,613
|
212,436
|
|||||||||
Loss from equity method investment
|
184,996
|
–
|
–
|
|||||||||
Cash provided (used) by changes in operating assets
and liabilities:
|
||||||||||||
Accounts receivable
|
115,479
|
2,057,203
|
(2,351,459
|
)
|
||||||||
Income tax receivablepayable
|
(603,329
|
)
|
342,596
|
38,686
|
||||||||
Inventories
|
1,140,895
|
(1,420,473
|
)
|
(2,188,205
|
)
|
|||||||
Prepaid expenses
|
(165,863
|
)
|
(17,359
|
)
|
(14,753
|
)
|
||||||
Other assets
|
(1,310
|
)
|
(3,250
|
)
|
−
|
|||||||
Accounts payable
|
15,514
|
(1,096,279
|
)
|
(78,670
|
)
|
|||||||
Accrued expenses
|
13,697
|
(330,544
|
)
|
838,479
|
||||||||
Net cash provided by (used in) operating activities −
continuing operations
|
3,540,491
|
2,843,567
|
(1,716,945
|
)
|
||||||||
Net cash provided by operating activities −
discontinued operations
|
−
|
−
|
280,462 | |||||||||
Net cash provided by (used in) operating activities
|
3,540,491
|
2,843,567
|
(1,436,483
|
)
|
||||||||
Investing Activities
|
||||||||||||
Acquisition of net operating assets, net of cash acquired
|
(178,000
|
)
|
−
|
(9,630,647
|
)
|
|||||||
Guaranteed payments for acquisition of business
|
(1,000,000
|
)
|
(1,000,000
|
)
|
−
|
|||||||
Investments in and loans to equity method investee
|
(3,040,839
|
)
|
–
|
−
|
||||||||
Distributions from equity method investee
|
267,219
|
–
|
−
|
|||||||||
Purchases of property and equipment
|
(317,810
|
)
|
(172,649
|
)
|
(43,977
|
)
|
||||||
Net cash used in investing activities – continuing operations
|
(4,269,430
|
)
|
(1,172,649
|
)
|
(9,674,624
|
)
|
||||||
Net cash provided by investing activities −
discontinued operations
|
−
|
−
|
3,413,001 | |||||||||
Net cash used in investing activities
|
(4,269,430
|
)
|
(1,172,649
|
)
|
(6,261,623
|
)
|
||||||
Financing Activities
|
||||||||||||
Proceeds on notes payable
|
−
|
−
|
5,000,000
|
|||||||||
Payments on notes payable
|
(873,921
|
)
|
(846,029
|
)
|
(492,522
|
)
|
||||||
Net cash provided by (used in) financing activities
|
(873,921
|
)
|
(846,029
|
)
|
4,507,478
|
|||||||
Net increase (decrease) in cash and cash equivalents
|
(1,602,860
|
)
|
824,889
|
(3,190,628
|
)
|
|||||||
Cash and cash equivalents at beginning of year
|
6,110,986
|
5,286,097
|
8,476,725
|
|||||||||
Cash and cash equivalents at end of year
|
$
|
4,508,126
|
$
|
6,110,986
|
$
|
5,286,097
|
||||||
Supplemental cash flow information:
|
||||||||||||
Cash paid for interest
|
$
|
195,086
|
$
|
245,051
|
$
|
126,659
|
||||||
Cash paid for income taxes
|
$
|
597,200
|
$
|
944,000
|
$
|
62,000
|
||||||
Supplemental noncash investing activities:
|
||||||||||||
Deferred guaranteed payments for acquisition of business
|
$
|
−
|
$
|
−
|
$
|
(2,744,338
|
)
|
·
|
Level 1 – Quoted prices for identical assets in active markets or liabilities that we have the ability to access. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.
|
·
|
Level 2 – Inputs are other than quoted prices in active markets included in Level 1 that are either directly or indirectly observable. These inputs are either directly observable in the marketplace or indirectly observable through corroboration with market data for substantially the full contractual term of the asset or liability being measured.
|
·
|
Level 3 – Inputs that are not observable for which there is little, if any, market activity for the asset or liability being measured. These inputs reflect management’s best estimate of the assumptions market participants would use in determining fair value.
|
Assets acquired:
|
||||
Accounts receivable
|
$
|
107,957
|
||
Refurbished inventory
|
16,100
|
|||
Fixed assets - equipment
|
111,900
|
|||
Liabilities assumed:
|
||||
Current liabilities
|
(57,957
|
)
|
||
Net assets acquired
|
$
|
178,000
|
2016
|
2015
|
|||||||
New:
|
||||||||
Cable TV
|
$
|
15,087,495
|
$
|
16,255,487
|
||||
Refurbished:
|
||||||||
Cable TV
|
3,383,079
|
3,676,132
|
||||||
Allowance for excess and obsolete inventory
|
(2,219,586
|
)
|
(2,756,628
|
)
|
||||
Telco
|
5,625,213
|
6,426,005
|
||||||
Allowance for excess and obsolete inventory
|
(351,282
|
)
|
–
|
|||||
$
|
21,524,919
|
$
|
23,600,996
|
Gross
|
Accumulated
Amortization
|
Net
|
||||||||||
Intangible assets:
|
||||||||||||
Customer relationships – 10 years
|
$
|
4,257,000
|
$
|
(1,099,721
|
)
|
$
|
3,157,279
|
|||||
Technology – 7 years
|
1,303,000
|
(480,866
|
)
|
822,134
|
||||||||
Trade name – 10 years
|
1,293,000
|
(334,023
|
)
|
958,977
|
||||||||
Non-compete agreements – 3 years
|
254,000
|
(218,721
|
)
|
35,279
|
||||||||
Total intangible assets
|
$
|
7,107,000
|
$
|
(2,133,331
|
)
|
$
|
4,973,669
|
Gross
|
Accumulated
Amortization
|
Net
|
||||||||||
Intangible assets:
|
||||||||||||
Customer relationships – 10 years
|
$
|
4,257,000
|
$
|
(674,023
|
)
|
$
|
3,582,977
|
|||||
Technology – 7 years
|
1,303,000
|
(294,725
|
)
|
1,008,275
|
||||||||
Trade name – 10 years
|
1,293,000
|
(204,724
|
)
|
1,088,276
|
||||||||
Non-compete agreements – 3 years
|
254,000
|
(134,055
|
)
|
119,945
|
||||||||
Total intangible assets
|
$
|
7,107,000
|
$
|
(1,307,527
|
)
|
$
|
5,799,473
|
2017
|
$
|
776,421
|
||
2018
|
741,143
|
|||
2019
|
741,143
|
|||
2020
|
741,143
|
|||
2021
|
632,561
|
|||
Thereafter
|
1,341,258
|
|||
Total
|
$
|
4,973,669
|
2016
|
2015
|
2014
|
||||||||||
Continuing operations:
|
||||||||||||
Current
|
$
|
22,000
|
$
|
1,114,000
|
$
|
496,000
|
||||||
Deferred
|
157,000
|
(341,000
|
)
|
(276,000
|
)
|
|||||||
179,000
|
773,000
|
220,000
|
||||||||||
Discontinued operations – current
|
−
|
−
|
(385,000
|
)
|
||||||||
Total provision (benefit) for income taxes
|
$
|
179,000
|
$
|
773,000
|
$
|
(165,000
|
)
|
2016
|
2015
|
2014
|
||||||||||
Statutory tax rate
|
34.0
|
%
|
34.0
|
%
|
34.0
|
%
|
||||||
State income taxes, net of U.S. federal tax benefit
|
(4.4
|
)%
|
2.1
|
%
|
5.7
|
%
|
||||||
Net operating loss
|
−
|
(4.0
|
%)
|
(10.2
|
%)
|
|||||||
Return to accrual adjustment
|
1.5
|
%
|
(3.0
|
%)
|
1.0
|
%
|
||||||
Additional state tax deduction for federal taxes
|
−
|
−
|
(5.6
|
%)
|
||||||||
Charges without tax benefit
|
6.8
|
%
|
1.6
|
%
|
3.9
|
%
|
||||||
Tax credits and other exclusions
|
(0.1
|
%
)
|
3.3
|
%
|
(3.8
|
%)
|
||||||
Company’s effective tax rate
|
37.8
|
%
|
34.0
|
%
|
25.0
|
%
|
2016
|
2015
|
|||||||
Deferred tax assets:
|
||||||||
Net operating loss carryforwards
|
$
|
281,000
|
$
|
236,000
|
||||
Accounts receivable
|
97,000
|
96,000
|
||||||
Inventory
|
1,269,000
|
1,319,000
|
||||||
Intangibles
|
351,000
|
215,000
|
||||||
Accrued expenses
|
169,000
|
266,000
|
||||||
Stock options
|
226,000
|
212,000
|
||||||
Other
|
76,000
|
28,000
|
||||||
2,469,000 | 2,372,000 | |||||||
Deferred tax liabilities:
|
||||||||
Financial basis in excess of tax basis of certain assets
|
926,000
|
832,000
|
||||||
Investment in equity method investee
|
143,000
|
–
|
||||||
Other
|
67,000
|
50,000
|
||||||
Net deferred tax asset
|
$
|
1,333,000
|
$
|
1,490,000
|
2016
|
2015
|
|||||||
Employee costs
|
$
|
1,123,940
|
$
|
856,078
|
||||
Nave Communications earn-out
|
−
|
290,455
|
||||||
Taxes other than income tax
|
120,455
|
116,442
|
||||||
Interest
|
13,836
|
16,085
|
||||||
Other, net
|
66,421
|
79,621
|
||||||
$
|
1,324,652
|
$
|
1,358,681
|
2017
|
$
|
899,603
|
||
2018
|
908,859
|
|||
2019
|
2,143,601
|
|||
2020
|
184,008
|
|||
2021
|
184,008
|
|||
Thereafter
|
45,882
|
|||
Total
|
$
|
4,365,961
|
Options
|
Weighted Average
Exercise
Price
|
Aggregate
Intrinsic
Value
|
||||||||||
Outstanding at September 30, 2015
|
535,000
|
$
|
2.88
|
|||||||||
Granted
|
50,000
|
$
|
1.75
|
|||||||||
Exercised
|
−
|
$
|
–
|
$
|
0
|
|||||||
Expired
|
(10,000
|
)
|
$
|
5.78
|
||||||||
Forfeited
|
(5,000
|
)
|
$
|
3.00
|
||||||||
Outstanding at September 30, 2016
|
570,000
|
$
|
2.73
|
$
|
0
|
|||||||
Exercisable at September 30, 2016
|
403,334
|
$
|
2.81
|
$
|
0
|
Exercisable
|
Remaining
|
||||||||||
Stock Options
|
Stock Options
|
Contractual
|
|||||||||
Exercise Price
|
Outstanding
|
Outstanding
|
Life
|
||||||||
|
$1.750
|
50,000
|
0
|
9.6 years
|
|||||||
|
$3.210
|
200,000
|
133,334
|
7.5 years
|
|||||||
|
$2.450
|
250,000
|
200,000
|
5.5 years
|
|||||||
|
$3.001
|
60,000
|
60,000
|
1.9 years
|
|||||||
|
$3.450
|
10,000
|
10,000
|
0.4 years
|
|||||||
570,000
|
403,334
|
2016
|
2014
|
|||||||
Estimated fair value of options at grant date
|
$
|
34,350
|
$
|
244,400
|
||||
Black-Scholes model assumptions:
|
||||||||
Average expected life (years)
|
6
|
6
|
||||||
Average expected volatile factor
|
38
|
%
|
34
|
%
|
||||
Average risk-free interest rate
|
1.75
|
%
|
2.79
|
%
|
||||
Average expected dividends yield
|
–
|
–
|
2016
|
2015
|
2014
|
||||||||||
Fiscal year 2012 grant
|
$
|
17,417
|
$
|
33,044
|
$
|
55,369
|
||||||
Fiscal year 2014 grant
|
47,522
|
108,624
|
74,678
|
|||||||||
Fiscal year 2016 grant
|
8,745
|
–
|
–
|
|||||||||
Total compensation expense
|
$
|
73,684
|
$
|
141,668
|
$
|
130,047
|
2016
|
2015
|
2014
|
||||||||||
Fiscal year 2013 grant
|
$
|
−
|
$
|
–
|
$
|
29,167
|
||||||
Fiscal year 2014 grant
|
14,779
|
58,778
|
53,222
|
|||||||||
Fiscal year 2015 grant
|
25,000
|
39,167
|
−
|
|||||||||
Fiscal year 2016 grant
|
78,750
|
−
|
–
|
|||||||||
$
|
118,529
|
$
|
97,945
|
$
|
82,389
|
2016
|
2015
|
2014
|
||||||||||
Income from continuing operations
|
$
|
294,163
|
$
|
1,497,900
|
$
|
659,189
|
||||||
Discontinued operations, net of tax
|
−
|
−
|
(666,046
|
)
|
||||||||
Net income (loss) attributable to common shareholders
|
$
|
294,163
|
$
|
1,497,900
|
$
|
(6,857
|
)
|
|||||
Basic weighted average shares
|
10,107,483
|
10,055,052
|
10,021,431
|
|||||||||
Effect of dilutive securities:
|
||||||||||||
Stock options
|
4,062
|
−
|
28,009
|
|||||||||
Diluted weighted average shares
|
10,111,545
|
10,055,052
|
10,049,440
|
|||||||||
Earnings (loss) per common share:
|
||||||||||||
Basic
|
||||||||||||
Continuing operations
|
$
|
0.03
|
$
|
0.15
|
$
|
0.07
|
||||||
Discontinued operations
|
−
|
−
|
(0.07
|
)
|
||||||||
Net income (loss)
|
$
|
0.03
|
$
|
0.15
|
$
|
(0.00
|
)
|
|||||
Diluted
|
||||||||||||
Continuing operations
|
$
|
0.03
|
$
|
0.15
|
$
|
0.07
|
||||||
Discontinued operations
|
−
|
−
|
(0.07
|
)
|
||||||||
Net income (loss)
|
$
|
0.03
|
$
|
0.15
|
$
|
(0.00
|
)
|
2016
|
2015
|
2014
|
||||||||||
Stock options excluded
|
520,000
|
535,000
|
310,000
|
|||||||||
Weighted average exercise price of
|
||||||||||||
stock options
|
$
|
2.83
|
$
|
2.88
|
$
|
3.37
|
||||||
Average market price of common stock
|
$
|
1.90
|
$
|
2.38
|
$
|
2.76
|
2017
|
$
|
630,533
|
||
2018
|
617,892
|
|||
2019
|
552,868
|
|||
2020
|
554,390
|
|||
2021
|
568,250
|
|||
Thereafter
|
1,279,383
|
|||
Total
|
$
|
4,203,316
|
Fiscal Years Ended
|
||||||||||||
September 30,
2016
|
September 30,
2015
|
September 30,
2014
|
||||||||||
Sales
|
||||||||||||
Cable TV
|
$
|
22,996,998
|
$
|
25,396,779
|
$
|
27,206,743
|
||||||
Telco
|
15,800,424
|
18,835,116
|
8,710,267
|
|||||||||
Intersegment
|
(134,158
|
)
|
(498,275
|
)
|
(28,318
|
)
|
||||||
Total sales
|
$
|
38,663,264
|
$
|
43,733,620
|
$
|
35,888,692
|
||||||
Gross profit
|
||||||||||||
Cable TV
|
$
|
7,753,735
|
$
|
8,025,651
|
$
|
7,770,723
|
||||||
Telco
|
4,687,148
|
7,273,238
|
3,834,733
|
|||||||||
Total gross profit
|
$
|
12,440,883
|
$
|
15,298,889
|
$
|
11,605,456
|
||||||
Operating income (loss)
|
||||||||||||
Cable TV
|
$
|
1,478,676
|
$
|
2,210,414
|
$
|
1,492,100
|
||||||
Telco
|
(1,134,815
|
)
|
365,796
|
(395,001
|
)
|
|||||||
Total operating income
|
$
|
343,861
|
$
|
2,576,210
|
$
|
1,097,099
|
||||||
Segment assets
|
||||||||||||
Cable TV
|
$
|
25,201,697
|
$
|
26,494,430
|
$
|
29,241,335
|
||||||
Telco
|
15,122,911
|
17,094,713
|
17,781,114
|
|||||||||
Non-allocated
|
9,943,551
|
8,097,913
|
6,116,232
|
|||||||||
Total assets
|
$ | 50,268,159 | $ | 51,687,056 | $ | 53,138,681 |
First
Quarter
|
Second
Quarter
|
Third
Quarter
|
Fourth
Quarter
|
|||||||||||||
Fiscal year ended 2016
|
||||||||||||||||
Sales
|
$
|
8,249,668
|
$
|
10,587,187
|
$
|
10,060,242
|
$
|
9,766,167
|
||||||||
Gross profit
|
$
|
2,765,380
|
$
|
3,584,612
|
$
|
3,466,151
|
$
|
2,624,740
|
||||||||
Income (loss) from continuing
operations
|
$
|
23,994
|
$
|
145,630
|
$
|
316,086
|
$
|
(191,547
|
)
|
|||||||
Basic earnings (loss) from
continuing operations per
common share
|
$
|
0.00
|
$
|
0.01
|
$
|
0.03
|
$
|
(0.02
|
)
|
|||||||
Diluted earnings (loss) from
continuing operations per
common share
|
$
|
0.00
|
$
|
0.01
|
$
|
0.03
|
$
|
(0.02
|
)
|
|||||||
Fiscal year ended 2015
|
||||||||||||||||
Sales
|
$
|
10,837,158
|
$
|
11,366,539
|
$
|
11,902,391
|
$
|
9,627,532
|
||||||||
Gross profit
|
$
|
3,831,803
|
$
|
4,243,512
|
$
|
4,144,607
|
$
|
3,078,967
|
||||||||
Income from continuing
Operations
|
$
|
415,923
|
$
|
234,255
|
$
|
637,134
|
$
|
210,588
|
||||||||
Basic earnings from
continuing operations per
common share
|
$
|
0.04
|
$
|
0.02
|
$
|
0.06
|
$
|
0.02
|
||||||||
Diluted earnings from
continuing operations per
common share
|
$
|
0.04
|
$
|
0.02
|
$
|
0.06
|
$
|
0.02
|
||||||||
Fiscal year ended 2014
|
||||||||||||||||
Sales
|
$
|
6,119,733
|
$
|
8,313,815
|
$
|
9,323,158
|
$
|
12,131,986
|
||||||||
Gross profit
|
$
|
1,863,227
|
$
|
2,231,167
|
$
|
3,220,055
|
$
|
4,291,007
|
||||||||
Income (loss) from continuing
Operations
|
$
|
139,369
|
$
|
(243,264
|
)
|
$
|
143,726
|
$
|
619,358
|
|||||||
Basic earnings (loss) from
continuing operations per
common share
|
$
|
0.01
|
$
|
(0.02
|
)
|
$
|
0.01
|
$
|
0.06
|
|||||||
Diluted earnings (loss) from
continuing operations per
common share
|
$
|
0.01
|
$
|
(0.02
|
)
|
$
|
0.01
|
$
|
0.06
|
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|
2. |
The following financial statement Schedule II – Valuation and Qualifying Accounts for the years ended September 30, 2016, 2015 and 2014 is filed as part of this report. All other financial statement schedules have been omitted because they are not applicable or are not required or the information required to be set forth therein is included in the financial statements or notes thereto contained in Part II, Item 8 of this current report.
|
Balance at
|
Charged to
|
Balance at
|
||||||||||||||||||
Beginning
|
Costs and
|
End
|
||||||||||||||||||
of Year
|
Expenses
|
Write offs
|
Recoveries
|
of Year
|
||||||||||||||||
Year Ended September 30, 2016
|
||||||||||||||||||||
Allowance for Doubtful Accounts
|
$
|
250,000
|
14,899
|
(14,899
|
)
|
−
|
$
|
250,000
|
||||||||||||
Allowance for Excess and Obsolete Inventory
|
$
|
2,756,628
|
951,282
|
(1,137,042
|
)
|
−
|
$
|
2,570,868
|
||||||||||||
Year Ended September 30, 2015
|
||||||||||||||||||||
Allowance for Doubtful Accounts
|
$
|
200,000
|
44,514
|
−
|
5,486
|
$
|
250,000
|
|||||||||||||
Allowance for Excess and Obsolete Inventory
|
$
|
2,156,628
|
600,000
|
−
|
−
|
$
|
2,756,628
|
|||||||||||||
Year Ended September 30, 2014
|
||||||||||||||||||||
Allowance for Doubtful Accounts
|
$
|
300,000
|
–
|
(103,403
|
)
|
3,403
|
$
|
200,000
|
||||||||||||
Allowance for Excess and Obsolete Inventory
|
$
|
1,600,000
|
601,351
|
(208,056
|
)
|
163,333
|
$
|
2,156,628
|
3.1 |
Certificate of Incorporation of the Company and amendments thereto incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-KSB filed with the Securities and Exchange Commission by the Company on January 10, 2003 (File No. 033-39902-FW).
|
3.2 |
Bylaws of the Company, as amended, incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission by the Company on December 31, 2007 (File No. 001-10799).
|
4.1 |
Certificate of Designation, Preferences, Rights and Limitations of ADDvantage Media Group, Inc. Series A 5% Cumulative Convertible Preferred Stock and Series B 7% Cumulative Preferred Stock as filed with the Oklahoma Secretary of State on September 30, 1999 incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission by the Company on October 14, 1999 (File No. 033-39902-FW).
|
10.1 |
Senior Management Incentive Compensation Plan, incorporated by reference to the Current Report on Form 8-K filed with the Securities and Exchange Commission by the Company on March 9, 2007 (File No. 001-10799).
|
10.2 |
Employment Contract between the Company and Scott A. Francis, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission by the Company on September 18, 2008 (File No. 001-10799).
|
10.3 |
Amended and Restated Revolving Credit and Term Loan Agreement dated November 30, 2010, incorporated by reference to Exhibit 10.6 to the Company’s Form 10-K filed with the Securities and Exchange Commission on December 14, 2010 (File No. 001-10799).
|
10.4 |
Amendment One to Amended and Restated Revolving Credit and Term Loan Agreement dated November 30, 2011, incorporated by reference to Exhibit 10.6 to the Company’s Form 10-K filed with the Securities and Exchange Commission on December 15, 2011 (File No. 001-10799).
|
10.5 |
Employment Agreement dated April 2, 2012 between the Company and David L. Humphrey, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission by the Company on April 6, 2012 (File No. 001-10799).
|
10.6 |
Form of Non-Qualified Stock Option Agreement under the Company’s 1998 Incentive Stock Plan as amended, incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission by the Company on April 6, 2012 (File No. 001-10799).
|
10.7 |
Change in Control Agreement dated April 2, 2012 between the Company and Scott A. Francis, incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission by the Company on April 6, 2012 (File No. 001-10799).
|
10.8 |
Form of Restricted Stock Agreement under the Company’s 1998 Incentive Stock Plan as amended, incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities and Exchange Commission by the Company on April 6, 2012 (File No. 001-10799).
|
10.9 |
Amendment Two to Amended and Restated Revolving Credit and Term Loan Agreement dated November 30, 2012, incorporated by reference to Exhibit 10.11 to the Company’s Form 10-K filed with the Securities and Exchange Commission on December 11, 2012 (File No. 001-10799).
|
10.10 |
Amendment Three to Amended and Restated Revolving Credit and Term Loan Agreement dated November 29, 2013, incorporated by reference to Exhibit 10.12 to the Company’s Form 10-K/A filed with the Securities and Exchange Commission on December 13, 2013 (File No. 001-10799).
|
10.11 |
Stock Purchase Agreement by and among ADDvantage Acquisition Corp. and Carlton Douglas Nave, Edward Howe, Ryan Hecox, John Leigh, Peter Boettcher, and Michael Burch dated as of February 28, 2014, incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on March 6, 2014 (File 001-10799).
|
10.12 |
Amendment Four to Amended and Restated Revolving Credit and Term Loan Agreement dated March 3, 2014, incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed with the Securities and Exchange Commission on May 14, 2014 (File No. 001-10799).
|
10.13 |
Amendment Five to Amended and Restated Revolving Credit and Term Loan Agreement dated November 28, 2014, incorporated by reference to Exhibit 10.14 to the Company’s Form 10-K filed with the Securities and Exchange Commission on December 9, 2014 (File No. 001-10799).
|
10.14 |
The ADDvantage Technologies Group, Inc. 2015 Incentive Stock Plan, incorporated by reference to the Company's Form DEF 14A filed with the Securities and Exchange Commission on January 23, 2015 (File No. 001-10799).
|
10.15 |
Amendment Six to Amended and Restated Revolving Credit and Term Loan Agreement dated November 27, 2015, incorporated by reference to Exhibit 10.14 to the Company’s Form 10-K filed with the Securities and Exchange Commission on December 15, 2015 (File No. 001-10799).
|
10.16 |
Asset Purchase Agreement among Triton Miami Inc., Ross Himber, Bruce Tappen and Kevin Sadovnik and ADDvantage Triton, LLC dated as of October 14, 2016, incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on October 20, 2016 (File 001-10799).
|
10.17 |
Amendment Seven to Amended and Restated Revolving Credit and Term Loan Agreement dated October 14, 2016.
|
21.1 |
Listing of the Company's subsidiaries.
|
23.1 |
Consent of HoganTaylor LLP.
|
31.1 |
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
|
31.2 |
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
|
32.1 |
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2 |
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS |
XBRL Instance Document.
|
101.SCH |
XBRL Taxonomy Extension Schema.
|
101.CAL |
XBRL Taxonomy Extension Calculation Linkbase.
|
101.DEF |
XBRL Taxonomy Extension Definition Linkbase.
|
101.LAB |
XBRL Taxonomy Extension Label Linkbase.
|
101.PRE |
XBRL Taxonomy Extension Presentation Linkbase.
|
3.1 |
Certificate of Incorporation of the Company and amendments thereto incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-KSB filed with the Securities and Exchange Commission by the Company on January 10, 2003 (File No. 033-39902-FW).
|
3.2 |
Bylaws of the Company, as amended, incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission by the Company on December 31, 2007 (File No. 001-10799).
|
4.1 |
Certificate of Designation, Preferences, Rights and Limitations of ADDvantage Media Group, Inc. Series A 5% Cumulative Convertible Preferred Stock and Series B 7% Cumulative Preferred Stock as filed with the Oklahoma Secretary of State on September 30, 1999 incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission by the Company on October 14, 1999 (File No. 033-39902-FW).
|
10.1 |
Senior Management Incentive Compensation Plan, incorporated by reference to the Current Report on Form 8-K filed with the Securities and Exchange Commission by the Company on March 9, 2007 (File No. 001-10799).
|
10.2 |
Employment Contract between the Company and Scott A. Francis, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission by the Company on September 18, 2008 (File No. 001-10799).
|
10.3 |
Amended and Restated Revolving Credit and Term Loan Agreement dated November 30, 2010, incorporated by reference to Exhibit 10.6 to the Company’s Form 10-K filed with the Securities and Exchange Commission on December 14, 2010 (File No. 001-10799).
|
10.4 |
Amendment One to Amended and Restated Revolving Credit and Term Loan Agreement dated November 30, 2011, incorporated by reference to Exhibit 10.6 to the Company’s Form 10-K filed with the Securities and Exchange Commission on December 15, 2011 (File No. 001-10799).
|
10.5 |
Employment Agreement dated April 2, 2012 between the Company and David L. Humphrey, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission by the Company on April 6, 2012 (File No. 001-10799).
|
10.6 |
Form of Non-Qualified Stock Option Agreement under the Company’s 1998 Incentive Stock Plan as amended, incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission by the Company on April 6, 2012 (File No. 001-10799).
|
10.7 |
Change in Control Agreement dated April 2, 2012 between the Company and Scott A. Francis, incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission by the Company on April 6, 2012 (File No. 001-10799).
|
10.8 |
Form of Restricted Stock Agreement under the Company’s 1998 Incentive Stock Plan as amended, incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities and Exchange Commission by the Company on April 6, 2012 (File No. 001-10799).
|
10.9 |
Amendment Two to Amended and Restated Revolving Credit and Term Loan Agreement dated November 30, 2012, incorporated by reference to Exhibit 10.11 to the Company’s Form 10-K filed with the Securities and Exchange Commission on December 11, 2012 (File No. 001-10799).
|
10.10 |
Amendment Three to Amended and Restated Revolving Credit and Term Loan Agreement dated November 29, 2013, incorporated by reference to Exhibit 10.12 to the Company’s Form 10-K/A filed with the Securities and Exchange Commission on December 13, 2013 (File No. 001-10799).
|
10.11 |
Amendment Four to Amended and Restated Revolving Credit and Term Loan Agreement dated March 3, 2014, incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed with the Securities and Exchange Commission on May 14, 2014 (File No. 001-10799).
|
10.12 |
Stock Purchase Agreement by and among ADDvantage Acquisition Corp. and Carlton Douglas Nave, Edward Howe, Ryan Hecox, John Leigh, Peter Boettcher, and Michael Burch dated as of February 28, 2014, incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on March 6, 2014 (File 001-10799).
|
10.13 |
Amendment Five to Amended and Restated Revolving Credit and Term Loan Agreement dated November 28, 2014, incorporated by reference to Exhibit 10.14 to the Company’s Form 10-K filed with the Securities and Exchange Commission on December 9, 2014 (File No. 001-10799).
|
10.14 |
The ADDvantage Technologies Group, Inc. 2015 Incentive Stock Plan, incorporated by reference to the Company's Form DEF 14A filed with the Securities and Exchange Commission on January 23, 2015 (File No. 001-10799).
|
10.15 |
Amendment Six to Amended and Restated Revolving Credit and Term Loan Agreement dated November 27, 2015, incorporated by reference to Exhibit 10.14 to the Company’s Form 10-K filed with the Securities and Exchange Commission on December 15, 2015 (File No. 001-10799).
|
10.16 |
Asset Purchase Agreement among Triton Miami Inc., Ross Himber, Bruce Tappen and Kevin Sadovnik and ADDvantage Triton, LLC dated as of October 14, 2016, incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on October 20, 2016 (File 001-10799).
|
10.17 |
Amendment Seven to Amended and Restated Revolving Credit and Term Loan Agreement dated October 14, 2016.
|
21.1 |
Listing of the Company's subsidiaries.
|
23.1 |
Consent of HoganTaylor LLP.
|
31.1 |
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
|
31.2 |
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
|
32.1 |
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2 |
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS |
XBRL Instance Document.
|
101.SCH |
XBRL Taxonomy Extension Schema.
|
101.CAL |
XBRL Taxonomy Extension Calculation Linkbase.
|
101.DEF |
XBRL Taxonomy Extension Definition Linkbase.
|
101.LAB |
XBRL Taxonomy Extension Label Linkbase.
|
101.PRE |
XBRL Taxonomy Extension Presentation Linkbase.
|
1 Year ADDvantage Technologies Chart |
1 Month ADDvantage Technologies Chart |
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