-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OFTplccvxww5iH/FZxyZGk02jRERIQXLFq1xlNPeonF+qJqk2MGVx99haYCUPo75 WAO4wU4zhi//l6mwbhfMyw== 0000874292-00-000007.txt : 20000215 0000874292-00-000007.hdr.sgml : 20000215 ACCESSION NUMBER: 0000874292-00-000007 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADDVANTAGE TECHNOLOGIES GROUP INC CENTRAL INDEX KEY: 0000874292 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PROFESSIONAL & COMMERCIAL EQUIPMENT & SUPPLIES [5040] IRS NUMBER: 731351610 STATE OF INCORPORATION: OK FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 033-39902-FW FILM NUMBER: 543929 BUSINESS ADDRESS: STREET 1: 1605 EAST JOLA CITY: BROKEN ARROW STATE: OK ZIP: 74012 BUSINESS PHONE: 9182519121 MAIL ADDRESS: STREET 1: 1605 E IOLA CITY: BROKEN ARROW STATE: OK ZIP: 74012 FORMER COMPANY: FORMER CONFORMED NAME: ADDVANTAGE MEDIA GROUP INC /OK DATE OF NAME CHANGE: 19930328 10QSB 1 FORM 10-QSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [x] QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 1999 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period ________________ to ______________ Commission File number 1-10799 ADDvantage Technologies Group, Inc. (Exact name of small business issuer as specified in its charter) OKLAHOMA 73-1351610 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1605 E. Iola Broken Arrow, Oklahoma 74012 (Address of principal executive office) (Zip Code) (918) 251-9121 (Registrant's telephone number, including area code) ADDvantage Media Group, Inc. 5100 E. Skelly Drive Ste. 1080 Tulsa, Oklahoma 74135 December 31, 1998 (Former name, former address and former fiscal year, if changed since last report) Check whether the issuer (1) 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 Shares outstanding of the issuer's $.01 par value common stock as of February 1, 2000 is 9,720,845. Transitional Small Business Issuer Disclosure Format (Check one): Yes No x Part I - Financial Information Page ---- Financial Information: Item 1. Financial Statements Consolidated Balance Sheet December 31, 1999 3 Consolidated Statements of Income Three Months Ended December 31, 1999 and 1998 5 Consolidated Statements of Cash Flows Three Months Ended December 31, 1999 and 1998 6 Notes to Consolidated Financial Statements 8 Item 2. Management's Discussion and Analysis of the Financial Condition and Results of Operation 10 Part II - Other Information Item 2. Changes in Securities and Use of Proceeds 14 Item 4. Submission of Matter to a Vote of Security Holders 14 Item 6. Exhibits and Reports on Form 8-K 15 Signatures 17 2
ADDVANTAGE TECHNOLOGIES GROUP, INC. CONSOLIDATED BALANCE SHEET December 31, 1999 Assets Current assets: Cash $ 85,452 Accounts receivable 2,222,983 Inventories 13,415,609 Prepaid expenses 4,657 --------------- Total current assets 15,728,702 Property and equipment, at cost Machinery and equipment 937,806 Leasehold improvements 123,013 Other property and equipment 70,163 1,130,981 Less accumulated depreciation (618,820) --------------- Net property and equipment 512,162 Other assets: Deferred income taxes 1,210,094 Investment 660,000 Goodwill 1,521,539 Other assets 31,462 3,423,095 --------------- Total assets $ 19,663,958 ===============
See notes to consolidated financial statements 3
ADDVANTAGE TECHNOLOGIES GROUP, INC. CONSOLIDATED BALANCE SHEET December 31, 1999 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 1,633,883 Accrued income taxes 393,554 Bank Revolving Line of Credit 2,798,110 Dividends payable 310,000 Stockholder loans 1,150,000 --------------- Total current liabilities 6,285,547 Stockholders' equity: Preferred stock, 1,000,000 shares authorized, $1.00 par value, at stated value Series A, 5% cumulative convertible, 200,000 shares issued and outstanding with a stated value of $40 per share 8,000,000 Series B, 7% cumulative; 300,000 shares issued and outstanding with a stated value of $40 per share 12,000,000 Series C, convertible, 27,211 shares issued and outstanding with a stated value of $36.75 per share 1,000,000 Common stock, $.01 par value, 10,000,000 shares authorized; 9,720,845 shares issued and outstanding 97,209 Common stockholders' deficit (7,718,797) Total stockholders' equity 13,378,411 --------------- Total liabilities and stockholders' equity $ 19,663,958 ===============
See notes to consolidated financial statements 4
ADDVANTAGE TECHNOLOGIES GROUP, INC. STATEMENTS OF INCOME For three months ended December 31, 1999 and 1998 Three months Three months ended ended December 31, December 31, 1999 1998 (unaudited) (unaudited) --------------------------------- Net sales and service income $ 4,536,171 $ 4,782,325 Cost of sales 2,101,005 2,725,061 --------------------------------- Gross profit 2,435,166 2,057,264 Operating expenses 1,134,087 887,096 --------------------------------- Income from operations 1,301,079 1,170,168 Interest expense (67,554) (71,321) --------------------------------- Income before income taxes 1,233,524 1,098,846 Provision for income taxes 428,199 - --------------------------------- Net income 805,325 1,098,846 Preferred Dividends 310,000 - --------------------------------- Net income attributable to common stockholders $ 495,325 $ 1,098,846 ================================= Pro-forma net income (unaudited): Income before income taxes $ 1,098,846 Provision for income taxes 417,562 --------------- Pro-forma net income 681,285 Provision for preferred dividends 310,000 --------------- Pro-forma net income attributable to common stockholders $ 371,285 =============== Basic and Diluted Earnings per share $ 0.05 $ 0.04 =================================
See notes to consolidated financial statements 5
ADDVANTAGE TECHNOLOGIES GROUP, INC. STATEMENTS OF CASH FLOWS For three months ended December 31, 1999 and 1998 Three months Three months ended ended December 31, December 31, 1999 1998 ----------------------------- Cash Flows from Operating Activities Net income $ 805,325 $ 1,098,846 Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization 139,539 48,149 Provision for Deferred Income Tax 44,906 - Change in: Receivables 866,601 307,593 Prepaid expense 214,438 (38,621) Inventories (1,074,929) (721,104) Accounts payable and accrued liabilities 415,570 735,194 ------------------------------ Net cash provided by operating activities 1,411,451 1,430,057 ------------------------------ Cash Flows from Investing Activities Additions to property and equipment (205,986) (7,594) Cash acquired in LEE CATV merger 90,047 - Other (50,955) - ------------------------------ Net cash provided by (used in) investing activities (166,894) (7,594) ------------------------------ Cash Flows from Financing Activities Distributions to owners - (320,000) Net repayments under line of credit (858,378) (1,102,463) Repayments of stockholders advances (325,007) - Proceeds for exercise of common stock opt 7,437 - ------------------------------ Net cash used in financing activities (1,175,948) (1,422,463) ------------------------------ Net increase in cash 68,609 - Cash, beginning of period 16,843 - ------------------------------ Cash, end of period $ 85,452 $ - ==============================
See notes to consolidated financial statements 6
ADDVANTAGE TECHNOLOGIES GROUP, INC. STATEMENTS OF CASH FLOWS For the three months ended December 31, 1999 and 1998 Three months Three months ended ended December 31, December 31, 1999 1998 ----------------------------- Supplemental Cash Flow Information Interest paid for the period $ 67,554 $ 71,321 Supplemental Disclosure of Non-cash Investing and Financing Activities Acquisition of Lee CATV Corporation: Issuance of preferred stock $ 1,000,000 $ - Working capital other than cash 241,017 - Land and equipment 116,694 - Intangibles and other assets 1,276,229 - Assumption of note payable (723,987) -
See notes to consolidated financial statements 7 NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) Note 1 - Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial statements and do not include all information and footnotes required by generally accepted accounting principles for complete financial statements. However, the information furnished reflects all adjustments, consisting only of normal recurring adjustments which are, in the opinion of management, necessary in order to make the financial statements not misleading. On September 30, 1999, the former shareholders of TULSAT Corporation (formerly named DRK Enterprises, Inc.) assumed control of ADDvantage Media Group, Inc. ("ADDvantage Media", now named ADDvantage Technologies Group, Inc) pursuant to the Securities Exchange Agreement ("Agreement") entered into on September 16, 1999. Pursuant to the Agreement, the TULSAT shareholders transferred all the issued and outstanding common stock of TULSAT, along with $10,000,000 of TULSAT promissory notes, to ADDvantage Media in exchange for 8,000,000 shares of ADDvantage Media $.01 par value common stock, 200,000 shares of newly issued Series A 5% Cumulative Convertible Preferred Stock, par value $1.00 per share, with a stated value of $40.00 per share (convertible into ADDvantage Media common stock at a price of $4.00 per share), and 300,000 shares of newly issued Series B 7% Cumulative Preferred Stock, par value $1.00 per share, with a stated value of $40.00 per share. As a result of this transaction, TULSAT became a wholly owned subsidiary of ADDvantage Media and the former TULSAT owners acquired approximately 82% of the issued and outstanding common stock, and 100% of the issued and outstanding preferred stock of ADDvantage Media. TULSAT's management assumed management and control of ADDvantage Media. The transaction has been accounted for as a purchase of ADDvantage Media by TULSAT. The accompanying financial statements include the consolidated balance sheet of ADDvantage Media and TULSAT as of December 31, 1999. The statements of income and cash flows are those of the combined company for December 31, 1999 and those of TULSAT for the period ended December 31, 1998. Note 2 - Description of Business TULSAT sells new, surplus, and refurbished cable television equipment throughout North America in addition to being a repair center for various cable companies. TULSAT operates in one business segment. ADDvantage Media continues to market and sell the Shoppers Calculators-R- to various companies and entrepreneurs who use them to sell advertising within local stores. The advertising is positioned on patented solar-powered calculators attached to the handles of shopping carts. 8
Note 3 - Earnings per Share Pro-forma Three months Three months ended ended December 31, December 31, 1999 1998 ----------------------------- Basic EPS Computation: Net income $495,325 $371,285 Weighted average outstanding common 9,719,429 9,476,646 Basic and Diluted Earnings per Share $0.05 $0.04
Stock options and warrants were not included in the computation of diluted EPS as their effect is anti-dilutive. Note 4 - Acquistions and other events On November 22, 1999, Diamond W Investments, Inc. ("Diamond") was merged into a wholly-owned subsidiary of the Company. As a result, the former shareholders of Diamond received 27,211 shares of ADDvantage Media Series C Convertible Preferred Stock, par value $1.00 per share with a stated value of $36.75 per share (which are convertible into shares of ADDvantage Media common stock at a price of $3.675 per share), and a promissory note in the amount of $271,094, for a total merger consideration of $1,271,094. Diamond was established in 1986 as a full service repair and sales center, selling new and refurbished cable equipment and providing related services. On November 10, 1999, the ADDvantage Media Board of Directors approved an amendment to the certificate of incorporation to change the Company's name to "ADDvantage Technologies Group, Inc." The amendment to the certificate of incorporation was approved by a majority of the issued and outstanding shares of ADDvantage Media's common stock. The name change became effective on December 30, 1999. On October 19, 1999, the name of TULSAT was changed from D.R.K. Enterprises, Inc. to TULSAT Corporation. Note 5 - Revolving Line of Credit In January, ADDvantage received a Line of Credit increase to $l0,000,000. This will provide up to $6,000,000 in a revolving Line of Credit for working capital purposes and up to $4,000,000 for future acquisitions meeting Bank of Oklahoma credit guidelines. This should provide ADDvantage with the financial resources to help fund future business acquisitions or to establish new locations in strategic markets. 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Overview On September 30, l999, the former shareholders of TULSAT Corporation assumed control of ADDvantage Media Group, Inc. ("AMG", now named ADDvantage Technologies Group, Inc.) pursuant to the Securities Exchange Agreement ("Agreement") entered into on September l6, l999. Pursuant to the Agreement, the TULSAT shareholders transferred all the issued and outstanding common stock of TULSAT, along with $l0,000,000 of TULSAT promissory notes, to AMG in exchange for 8,000,000 shares of AMG $.0l par value common stock, 200,000 shares of newly issued Series A 5% Cumulative Convertible Preferred Stock, par value $l.00 per share, with a stated value of $40.00 per share (convertible into AMG common stock at a price of $4.00 per share), and 300,000 shares of newly issued Series B 7% Cumulative Preferred Stock, par value $l.00 per share, with a stated value of $40.00 per share. As a result of this transaction TULSAT became a wholly owned subsidiary of AMG and the former TULSAT owners acquired approximately 82% of the issued and outstanding common stock, and l00% of the issued and outstanding preferred stock of AMG. TULSAT'S management assumed control of AMG. On November 22, l999, Diamond W. Investments, Inc. ("Diamond") was merged into a wholly-owned subsidiary of AMG. As a result, the former shareholders of Diamond received 27,2ll share of AMG Series C Convertible Preferred Stock, par value of $l.00 per share, with a stated value of $36.75 per share (which are convertible into shares of ADDvantage Media common stock at a price of $3.675 per share), and a promissory note in the amount of $27l,000, for a total merger consideration of $l,27l,000. On November l0, l999, the AMG Board of Directors approved an amendment to the certificate of incorporation to change the Company's name to "ADDvantage Technologies Group, Inc." The amendment to the certificate of incorporation was approved by a majority of the issued and outstanding share of ADDvantage Media's common stock. The name change became effective on December 30, l999. Results of Operations TULSAT had previously elected to be taxed as an S Corporation for federal income tax purposes since its organization in l985. As a consequence, the taxable net earnings of TULSAT were taxed as income to TULSAT's stockholders in proportion to their individual stockholdings, and the payment of federal income taxes on such proportionate share of TULSAT's taxable earnings was the personal obligation of each stockholder. Immediately prior to the closing of the offering, TULSAT's status as a S Corporation automatically terminated and since then TULSAT has been treated as a C Corporation for income tax purposes as a wholly owned subsidiary of the Company. The Company anticipates being taxed at a combined effective rate of 38% based upon current federal and state income tax regulations. In order to present the results of operations for the three months ended December 31, 1998 on a basis comparable to that for the three months ended 10 December 31, 1999, a pro-forma provision for income taxes and preferred stock dividends has been presented for the 1998 period. Comparison of Results of Operations for the Three Months Ended December 3l, l999 and December 3l, l998 Net income attributable to common stockholders for the first quarter of fiscal 2000 was $495,325 or $.05 per share versus $l,098,846 for the first quarter last year ($371,285 attributable to common stockholders on a pro-forma basis, $.04 per share). TULSAT was taxed as an S Corporation under the Internal Revenue Code last year so accordingly, last year's results reflect no provision for income taxes or preferred stock dividends. The Company incurred income tax expense of $428,199 and preferred stock dividends of $310,000 for the quarter ended December 31, 1999. Gross profits increased $377,903 or 18.4% in the first quarter of the fiscal year 2000, as compared to l999. This increase was primarily due to a better mix of products sold with higher profit margins. Net Sales. Net Sales decreased $246,l54 or 5.1%, to $4,536,l7l in the first quarter of 2000 from $4,782,325 in the first quarter of l999. The decrease was attributable to purchases being postponed to the end of the year as the large Multiple System Operators (MSO) were reassessing their engineering and upgrades for the new acquisitions the result of the consolidation of the cable television industry. Lee CATV had sales of $262,812 since the merger. Cost of Goods Sold. Cost of goods sold decreased to $2,101,005 the first three months of 2000 from $2,725,06l for the first three months of l999. The decrease was primarily due to changes in product mix with higher profit margins. Operating Expenses. Operating expenses increased to $l,l34,087 in the first three months of 2000 from $887,096 in the first three months of l999. The increase in operating expenses was primarily due to the higher costs resulting from the acquisition of AMG and LEE CATV, and an increase in employee headcount as a result of being a public company. Income from Operations. Income from operations increased ll.2% to $l,301,079 for the first three months of 2000 from $l,l70,l68 for the first three months of 1999. Income from operations as a percentage of sales increased to 28.7% in the first three months of 2000 from 24.4% in the first quarter ended December 31, 1998. This increase was primarily due to the product mix with higher profit margins. Liquidity and Capital Resources The Company finances its operations primarily through internally generated funds and bank lines of credit totaling $4,500,000. At December 3l, l999, notes payable consist of a $2,798,ll0 balance outstanding due June 30, 2000, interest payable monthly at Chase Manhattan Prime less .5% (8.00% at December 31, l999). Net Cash provided by operating activities for the three-month period ended December 3l, l999 was $1,411,451 compared to $1,430,057 for the quarter ended December 31, 1998. 11 Borrowings under the line of credit are limited to the lesser of $4,500,000 or the sum of 80% of qualified accounts receivable and 25% of qualified inventory. The line of credit is collateralized by inventory, accounts receivable, equipment and fixtures, and general intangibles, and is guaranteed by certain shareholders up to an aggregate $l,000,000. In January, ADDvantage received a Line of Credit increase to $l0,000,000. This will provide up to $6,000,000 in a revolving Line of Credit for working capital purposes and up to $4,000,000 for future acquisitions meeting Bank of Oklahoma credit guidelines. This should provide ADDvantage with the financial resources to help fund future business acquisitions or to establish new locations in strategic markets. Stockholder loans include a $750,000 note bearing interest the same rate as the Company's bank line of credit, and is subordinate to the bank notes payable. An additional $27l,094 of the Diamond purchase is payable quarterly over two years at 8% to the former owners. Shareholder loans also include advances of $400,000 bearing interest at the same rate as the Company's line of credit. The Company has authorized the repurchase of up to $l,000,000 of its outstanding common stock from time to time in the open market at prevailing market prices or in privately negotiated transactions. The repurchased shares will be held in treasury and used for general corporate purposes including possible use in the company's employees stock plans or for acquisitions. Year 2000 The Company, like most other major companies, has addressed over the past several years a universal problem commonly referred to as "Year 2000 Compliance," which relates to the ability of computer programs and systems to properly recognize and process date sensitive information before and after January 1, 2000. To date, there have not been, and the Company does not expect there to be, any Year 2000 Compliance problems that are expected to have a material adverse effect on its financial condition or its results of operations. In addition, to date, the Company is not aware of any significant customer, vendor, supplier, financial organization or service provider who experienced critical Year 2000 Compliance problems. Forward Looking Statements Certain statements included in this report which are not historical facts are forward-looking statements. These forward-looking statements are based on current expectations, estimates, assumptions and beliefs of management; and words such as "expects," "anticipates," "intends," "plans," "believes," "projects", "estimates" and similar expressions are intended to identify such forward looking statements. These forward-looking statements involve risks and uncertainties, including, but not limited to, the future prospects for the business of the Company, the Company's ability to generate or to raise sufficient capital to allow it to make additional business acquisitions, changes or developments in the cable television business that could adversely affect the business or operations of the Company, general economic conditions, the availability of new and used equipment and other inventory and the Company's ability to fund the costs thereof, and other factors which may affect the 12 Company's ability to comply with future obligations. Accordingly, actual results may differ materially from those expressed in the forward-looking statements. 13 PART II - OTHER INFORMATION OTHER INFORMATION Item 2. Changes in Securities and Use of Proceeds On November 22, 1999, the Company issued a total of 27,211 shares of its Series C Convertible Preferred Stock, par value $1.00 per share, as part of the consideration for its acquisition of Diamond W Investments, Inc. or Diamond. Diamond merged with Lee CATV Corporation, a wholly-owned subsidiary of the Company. Lee was the surviving corporation and the outstanding shares of Diamond were converted into 27,211 shares of the Company's Series C preferred stock (each of which will be convertible into 10 shares of the Company's common stock) and a note payable in the original principal amount of $271,094. This transaction is more fully described in the Company's Current Report on Form 8-K filed December 7, 1999. The securities were issued pursuant to the exemption from registration requirements of the Securities Act of 1933, as amended, provided by Section 4(2) thereof for transactions not involving a public offering and Rule 506 promulgated under such act. The former shareholders of Diamond are two sophisticated individuals who are accredited investors capable of evaluating the risks of an investment in the Company's stock and bearing the financial risks of the investment. These persons had access to all material information regarding the Company that would have been included in a registration statement covering the securities if the shares had been offered publicly. No advertising or general solicitation was involved in the offering of the securities. The shares were acquired for investment purposes and not with a view to the distribution thereof. The certificates evidencing the shares contained an appropriate legend indicating the restrictive nature of the shares. Item 4. Submission of Matter to a Vote of Security Holders On November 10, 1999, the board of directors of the Company approved an amendment to the certificate of incorporation to change its name from "ADDvantage Media Group, Inc." to "ADDvantage Technologies Group, Inc." On November 10, 1999, the written consent approving the amendment was signed by David E. Chymiak, Kenneth A. Chymiak and Susan C. Chymiak, who were the beneficial owners of 8,059,000 shares of the Company's common stock. As a result, the amendment to the certificate of incorporation was approved by the majority of the issued and outstanding shares of the Company's common stock and no further votes were needed. A definitive information statement regarding this action was filed with the SEC and mailed to the Company's shareholders. 14 Item 6. Exhibits and Reports on Form 8-K (a) Exhibits pursuant to Item 601 of Regulation S-B. Exhibit 2.1 The Agreement and Plan of Merger, dated as of November 22, 1999, by and among ADDvantage Media Group, Inc., TULSAT Corporation, Lee CATV Corporation, Diamond W Investments, Inc., Randy L. Weideman and Deborah R. Weideman incorporated by reference to the Current Report on Form 8-K filed on December 7, 1999 (exhibits and schedules omitted) Exhibit 3.1 Certificate of Sixth Amendment to Certificate of Incorporation as filed with the Oklahoma Secretary of State on December 9, 1999 to be effective December 30, 1999 Exhibit 4.1 Certificate of the Designation, Preferences, Rights and Limitations of ADDvantage Media Group, Inc. Series C Convertible Preferred Stock as filed with the Secretary of State of Oklahoma on November 22, 1999 incorporated by reference to the Current Report on Form 8-K filed on December 7, 1999 Exhibit 10.1 Lease Agreement, dated November 22, 1999, by and between Randy L. Weideman and Deborah R. Weideman and Lee CATV Corporation incorporated by reference to the Current Report on Form 8-K filed on December 7, 1999 Exhibit 10.2 Employment Agreement, dated as of November 22, 1999, by and between Lee CATV Corporation, Randy L. Weideman and TULSAT Corporation incorporated by reference to the Current Report on Form 8-K filed on December 7, 1999 Exhibit 10.3 Noncompete Agreement, dated as of November 22, 1999, by and between Lee CATV Corporation and Deborah R. Weideman incorporated by reference to the Current Report on Form 8-K filed on December 7, 1999 Exhibit 27.1 Financial Data Schedule 15 (b) Reports on Form 8-K. The following current reports on Form 8-K were filed during the quarter ended December 31, 1999: Current Report on Form 8-K filed on October 14, 1999, reporting the change in control of the Company and the acquisition of TULSAT Corporation. Current Report on Form 8-K filed on December 7, 1999, reporting the acquisition of Diamond W Investments, Inc. Amendment No. 1 to Current Report on Form 8-K, filed October 14, 1999, filed on December 14, 1999, containing the financial statements of the Company for the year ended December 31, 1998 and the nine months ended September 30, 1999, together with the applicable pro-forma financial information. 16 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. ADDVANTAGE TECHNOLOGIES GROUP, INC. Signature Title Date - --------- ----- ---- ___________________ Director and President February 14, 2000 Kenneth A. Chymiak (Principal Executive Officer) ___________________ Controller February 14, 2000 Adam R. Havig (Principal Accounting Officer) 17 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 3.1 Certificate of Sixth Amendment to Certificate of Incorporation as filed with the Oklahoma Secretary of State on December 30, 1999 27.1 Financial Data Schedule 18 EX-3.1 2 CERTIFICATE OF SIXTH AMENDMENT CERTIFICATE OF SIXTH AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF ADDVANTAGE MEDIA GROUP, INC. TO: THE SECRETARY OF STATE OF OKLAHOMA State Capitol Building Oklahoma City, Oklahoma 73105 The undersigned Oklahoma corporation, for the purpose of amending its Certificate of Incorporation as originally filed on September 20, 1989, as provided by Section 1077 of the Oklahoma General Corporation Act, hereby states as follows: 1. The name of the corporation is: ADDvantage Media Group, Inc. 2. The date of filing its original Certificate of Incorporation with the Secretary of State of Oklahoma was September 20, 1989. Said Certificate of Incorporation was thereafter amended on December 14, 1990, February 14, 1991, June 20, 1991, July 8, 1992, September 14, 1992, and October 8, 1998. 3. Article I is hereby amended to read as follows: "ARTICLE I NAME ---- The name of the Corporation is ADDvantage Technologies Group, Inc." 4. All other provisions of the Amended Certificate of Incorporation of the Corporation not amended hereby shall remain in full force and effect. 5. This Sixth Amendment to the Certificate of Incorporation was set forth in a resolution duly adopted by the Board of Directors, which declared the adoption of the Amendment to be advisable and which ordered that the Amendment be considered by the shareholders of the Corporation entitled to vote thereon. Such Sixth Amendment was duly adopted in accordance with Sections 1073 and 1077 of the Oklahoma General Corporation Act by the written consent of the holders of a majority of the issued and outstanding shares of voting stock of the Corporation in lieu of a special meeting thereof, on November 10, 1999. 1 6. Such Sixth Amendment shall not become effective until December 30, 1999. IN WITNESS WHEREOF, said ADDvantage Media Group, Inc. has caused its corporate seal to be affixed hereto and this Sixth Amendment to be signed by its President and Secretary this 8th day of December, 1999. ADDVANTAGE MEDIA GROUP, INC. ATTEST: By /s/ Lynnwood R. Moore, Jr. By /s/ Kenneth A. Chymiak ------------------------------ -------------------------- Lynnwood R. Moore, Jr., Secretary Kenneth A. Chymiak, President 2 EX-27.1 3 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-QSB YEAR ENDED DEC. 31, 1999 AND QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 3-MOS SEP-30-2000 OCT-01-2000 SEP-30-2000 85,452 0 2,222,983 0 13,415,609 15,728,702 1,130,981 618,820 19,663,958 6,285,547 0 0 21,000,000 97,209 (7,718,797) 19,663,958 4,536,171 4,536,171 2,101,005 2,101,005 0 0 71,321 1,233,524 428,199 805,325 0 0 0 805,325 0.05 0.05
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