0001445260-14-000026.txt : 20140513 0001445260-14-000026.hdr.sgml : 20140513 20140513085656 ACCESSION NUMBER: 0001445260-14-000026 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140513 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140513 DATE AS OF CHANGE: 20140513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADDVANTAGE TECHNOLOGIES GROUP INC CENTRAL INDEX KEY: 0000874292 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DURABLE GOODS [5000] IRS NUMBER: 731351610 STATE OF INCORPORATION: OK FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10799 FILM NUMBER: 14835496 BUSINESS ADDRESS: STREET 1: 1221 E. HOUSTON CITY: BROKEN ARROW STATE: OK ZIP: 74012 BUSINESS PHONE: 9182519121 MAIL ADDRESS: STREET 1: 1221 EAST HOUSTON STREET CITY: BROKEN ARROW STATE: OK ZIP: 74012 FORMER COMPANY: FORMER CONFORMED NAME: ADDVANTAGE MEDIA GROUP INC /OK DATE OF NAME CHANGE: 19930328 8-K 1 q2_05132014-8k.htm QUARTER 2 2014 EARNINGS RELEASE 8-K q2_05132014-8k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported) May 13, 2014

ADDVANTAGE TECHNOLOGIES GROUP, INC.
(Exact name of Registrant as specified in its Charter)

Oklahoma
(State or other Jurisdiction of Incorporation)

1-10799
73-1351610
(Commission file Number)
(IRS Employer Identification No.)
   
1221 E. Houston, Broken Arrow Oklahoma
74012
(Address of Principal Executive Offices)
(Zip Code)

(918) 251-9121
(Registrant's Telephone Number, Including Area Code)


(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General InstructionA.2. below):

Written Communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4© under the Exchange Act (17 CFR 240.13e-4(c))


 
Item 2.02 Results of Operation and Financial Condition.
 
 
ADDvantage Technologies Group, Inc. (NASDAQ: AEY), today announced its financial results for the three month period ended March 31, 2014.  A copy of the press release is furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
 
 
Item 7.01 Regulation FD Disclosure.
 
As previously announced, the Company will host a conference call on Tuesday, May 13, 2014, at 12:00 p.m. Eastern Time featuring remarks by Ken Chymiak, Chairman of the Board, David Humphrey, President and Chief Executive Officer, Dave Chymiak, Chief Technology Officer, and Scott Francis, Chief Financial Officer. The conference call will be available via webcast and can be accessed through the Investor Relations section of ADDvantage's website, www.addvantagetechnologies.com. Please allow extra time prior to the call to visit the site and download any necessary software to listen to the Internet broadcast. The dial-in number for the conference call is 888-329-8877 (domestic) or 719-325-2463 (international). All dial-in participants must use the following code to access the call: 5168150. Please call at least five minutes before the scheduled start time.
 
For interested individuals unable to join the conference call, a replay of the call will be available through May 27, 2014 at 877-870-5176 (domestic) or 858-384-5517 (international). Participants must use the following code to access the replay of the call: 5168150. The online archive of the webcast will be available on the Company's website for 30 days following the call.

Item 9.01 Financial Statements and Exhibits.
 
 
(d) Exhibits
 
 
The following exhibit is furnished herewith:
 
Exhibit 99.1
Press Release dated May 13, 2014 issued by the Company.
 
 
 
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 hereunto duly authorized.

   
ADDvantage Technologies Group, Inc.
   
Date: May 13, 2014
   
 
 
By: /s/ Scott Francis
   
Scott Francis
   
Vice-President & Chief Financial Officer


Exhibit Index

Exhibit Number
Description
99.1
Press Release dated May 13, 2014 issued by the Company.
 
EX-99.1 2 pressrelease_05132014.htm PRESS RELEASE - Q2 2014 EARNINGS pressrelease_05132014.htm
ADDvantage Technologies Group, Inc.
1221 E. Houston
Broken Arrow, Oklahoma 74012

For further information
KCSA Strategic Communications
Company Contact:
Garth Russell / Diane Imas
Scott Francis        (9l8) 25l-9121
(212) 896-1250 / (212) 896-1242
grussell@kcsa.com / dimas@kcsa.com

ADDvantage Technologies Announces Financial Results for the
Fiscal Second Quarter of 2014
- - -

BROKEN ARROW, Oklahoma, May 13, 2014 – ADDvantage Technologies Group, Inc. (NASDAQ: AEY), today announced its results for the three month period ended March 31, 2014.

Total revenue for the three months ended March 31, 2014 increased 23% to $8.3 million compared with $6.8 million for the same period ended March 31, 2013.  The increase in revenue reflects sales of $1.1 million from Nave Communications, which was acquired February 28, 2014.
 
Net sales for the Cable TV segment increased 6% to $7.2 million for the three months ended March 31, 2014 from $6.8 million for the same period last year.  The increase in sales was due primarily to an increase in new equipment sales of $0.7 million, partially offset by a decrease in refurbished equipment sales of $0.2 million.  Equipment sales increased primarily as a result of supplying a major MSO with equipment for certain projects, partially offset by the continued decrease in plant expansions and bandwidth upgrades.

Net loss from continuing operations for the three month period ended March 31, 2014 was $0.3 million, or $0.03 per diluted share, compared with a net income from continuing operations of $0.3 million, or $0.03 per diluted share, for the same period of 2013. The decrease is primarily the result of acquisition-related expenses of $0.6 million in the Telco segment associated with the acquisition of Nave Communications and increased personnel costs in the Cable TV segment. Discontinued operations included the operations of Adams Global Communications prior to the sale on January 31, 2014 as well as the after tax loss on the sale of $0.6 million.

Total revenue for the six months ended March 31, 2014 decreased 2% to $14.4 million compared with $14.7 million for the same period ended March 31, 2013. The decrease in consolidated net sales was a result of a decrease in the Cable TV segment of $1.3 million, largely offset by an increase in the Telco segment of $1.1 million as a result of the Nave Communications acquisition.

Net sales for the Cable TV segment decreased 9% to $13.4 million for the six months ended March 31, 2014 from $14.7 million for the same period last year due primarily to a decrease in new equipment sales and refurbished equipment sales of $0.3 million and $0.8 million, respectively.  The decrease in equipment sales was due primarily to the continued decrease in plant expansions and bandwidth upgrades in the cable television industry and the absence of equipment sales as a result of Hurricane Sandy for the three months ended December 31, 2012, partially offset by supplying a major MSO equipment for certain projects.

Net loss from continuing operations for the six month period ended March 31, 2014 was $0.1 million, or $0.01 per diluted share, compared with a net income from continuing operations of $0.9 million, or $0.09 per diluted share, for the same period of 2013. The decrease is primarily the result of acquisition-related expenses of $0.6 million in the Telco segment associated with the acquisition of Nave Communications and decreased operating income of $1.0 million from the Cable TV segment. Discontinued operations included the operations of Adams Global Communications prior to the sale on January 31, 2014.
 
 

 
Cash and cash equivalents were $4.5 million as of March 31, 2014, compared with $8.5 million as of September 30, 2013.  As of March 31, 2014, we had inventory of $23.0 million compared with $18.0 million as of September 30, 2013.  The increase in inventory was due primarily to the acquisition of Nave Communications and new inventory purchases with certain manufacturer incentives.

On February 28, 2014, ADDvantage Technologies acquired all of the outstanding common stock of Nave Communications Company, a provider of quality used telecommunication networking equipment.  The preliminary purchase price for Nave Communications is estimated to be $12.5 million and includes approximately $10.1 million in upfront payments and $3.0 million in deferred payments over the next three years.  In addition, the Company will make future earn-out payments equal to 70% of Nave Communications’ annual EBITDA in excess of an EBITDA target of $2 million per year over the next three years.  We estimate that the earn-out payments will be between $0.7 million and $1.0 million annually over the next three years.

David Humphrey, President and CEO, commented, “During the quarter, we continued to move forward with our growth strategy.  We sold one of our business units, Adams Global Communications, in January as it had not been performing within our expectations. We also determined that it did not fit within our core distribution strategy as we continue to focus on our existing businesses to grow top-line revenue by realigning our sales team and adding additional product offerings. Also, as part of this strategy, we acquired Nave Communications in February to expand our reach into the broader telecommunications industry and are excited to bring aboard its management team, employees and operations to ADDvantage. With this acquisition, we believe that we could capitalize on growth opportunities in both the cable television and telecommunications industries and will continue to look for accretive acquisitions in the broader telecommunications industry.

“This quarter’s overall results were impacted by acquisition-related expenses associated with the acquisition of Nave Communications, which affected our profitability and cash flow.  As many of these costs are non-recurring, we expect that both of our operating segments will have positive operating income next quarter,” concluded Mr. Humphrey.
 
Earnings Conference Call
As previously announced, the Company will host a conference call on Tuesday, May 13, 2014, at 12:00 p.m. Eastern Time featuring remarks by Ken Chymiak, Chairman of the Board, David Humphrey, President and Chief Executive Officer, Dave Chymiak, Chief Technology Officer, and Scott Francis, Chief Financial Officer. The conference call will be available via webcast and can be accessed through the Investor Relations section of ADDvantage's website, www.addvantagetechnologies.com. Please allow extra time prior to the call to visit the site and download any necessary software to listen to the Internet broadcast. The dial-in number for the conference call is 888-329-8877 (domestic) or 719-325-2463 (international). All dial-in participants must use the following code to access the call: 5168150. Please call at least five minutes before the scheduled start time.
 
For interested individuals unable to join the conference call, a replay of the call will be available through May 27, 2014 at 877-870-5176 (domestic) or 858-384-5517 (international). Participants must use the following code to access the replay of the call: 5168150. The online archive of the webcast will be available on the Company's website for 30 days following the call.
 
About ADDvantage Technologies Group, Inc.
ADDvantage Technologies Group, Inc. supplies the cable television (CATV) and telecommunications industries with a comprehensive line of new and used system-critical network equipment and hardware from a broad range of leading manufacturers. The equipment and hardware ADDvantage distributes is used to acquire, distribute, and protect the communications signals carried on fiber optic, coaxial cable and wireless distribution systems, including television programming, high-speed data (Internet) and telephony. In addition, ADDvantage operates a national network of technical repair centers focused primarily on CATV equipment and recycles surplus and obsolete CATV and telecommunications equipment.

 
 

 
ADDvantage operates through its subsidiaries, Tulsat, Tulsat-Atlanta, Tulsat-Nebraska, Tulsat-Texas, NCS Industries, ComTech Services and Nave Communications. For more information, please visit the corporate web site at www.addvantagetechnologies.com.


The information in this announcement may include forward-looking statements.  All statements, other than statements of historical facts, which address activities, events or developments that the Company expects or anticipates will or may occur in the future, are forward-looking statements.  These statements are subject to risks and uncertainties, which could cause actual results and developments to differ materially from these statements.  A complete discussion of these risks and uncertainties is contained in the Company’s reports and documents filed from time to time with the Securities and Exchange Commission.

(Tables follow)


 
 

 


ADDVANTAGE TECHNOLOGIES GROUP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)

   
Three Months Ended March 31,
   
Six Months Ended March 31,
 
   
2014
   
2013
   
2014
   
2013
 
Sales
    8,313,815       6,764,102       14,433,549       14,663,599  
Cost of sales
    6,082,648       4,897,750       10,339,154       10,178,523  
Gross profit
    2,231,167       1,866,352       4,094,395       4,485,076  
Operating, selling, general and administrative expenses
    2,659,420       1,386,849       4,289,296       2,934,401  
Operating income (loss)
    (428,253 )     479,503       (194,901 )     1,550,675  
Interest expense
    25,011       6,509       30,994       13,390  
Income (loss) before provision for income taxes
    (453,264 )     472,994       (225,895 )     1,537,285  
Provision (benefit) for income taxes
    (176,000 )     180,000       (88,000 )     584,000  
Income (loss) from continuing operations
    (277,264 )     292,994       (137,895 )     953,285  
                                 
Discontinued operations:
                               
Income (loss) from discontinued operations, net of tax
    (60,444 )     3,315       (34,076 )     140,441  
Loss on sale of discontinued operations, net of tax
    (556,442 )           (556,442 )      
Discontinued operations, net of tax
    (616,886 )     3,315       (590,518 )     140,441  
                                 
Net income (loss)
  $ (894,150 )   $ 296,309     $ (728,413 )   $ 1,093,726  
                                 
Earnings (loss) per share:
                               
Basic
                               
Continuing operations
  $ (0.03 )   $ 0.03     $ (0.01 )   $ 0.09  
Discontinued operations
  $ (0.06 )   $ 0.00     $ (0.06 )   $ 0.02  
Total
  $ (0.09 )   $ 0.03     $ (0.07 )   $ 0.11  
Diluted
                               
Continuing operations
  $ (0.03 )   $ 0.03     $ (0.01 )   $ 0.09  
Discontinued operations
  $ (0.06 )   $ 0.00     $ (0.06 )   $ 0.02  
Total
  $ (0.09 )   $ 0.03     $ (0.07 )   $ 0.11  
Weighted average shares used in per
share calculation:
                               
Basic
    10,004,830       10,029,377       10,001,655       10,106,612  
Diluted
    10,004,830       10,029,501       10,001,655       10,106,906  

Segment Information:
                       
Sales
                       
Cable TV
  $ 7,248,191     $ 6,764,102     $ 13,367,925     $ 14,663,599  
Telco
    1,065,624             1,065,624        
Total sales
  $ 8,313,815     $ 6,764,102     $ 14,433,549     $ 14,663,599  
                                 
Gross profit
                               
Cable TV
  $ 1,852,660     $ 1,866,352     $ 3,715,888     $ 4,485,076  
Telco
    378,507             378,507        
Total gross profit
  $ 2,231,167     $ 1,866,352     $ 4,094,395     $ 4,485,076  
                                 
Operating income (loss)
                               
Cable TV
  $ 249,103     $ 479,503     $ 482,455     $ 1,550,675  
Telco
    (677,356 )           (677,356 )      
Total operating income (loss)
  $ (428,253 )   $ 479,503     $ (194,901 )   $ 1,550,675  


 
 

 


ADDVANTAGE TECHNOLOGIES GROUP, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS


   
March 31,
2014
(unaudited)
   
September 30,
2013
(unaudited)
 
Assets
           
Current assets:
           
Cash and cash equivalents
  $ 4,545,594     $ 8,476,725  
Accounts receivable, net of allowance of $200,000 and $300,000, respectively
    4,418,867       2,390,979  
Income tax refund receivable
    644,658       258,790  
Inventories, net of allowance for excess and obsolete
               
inventory of $2,050,000 and $1,600,000, respectively
    22,943,106       18,011,706  
Prepaid expenses
    167,783       106,509  
Deferred income taxes
    1,146,000       1,066,000  
Other current assets
    380,433        
Current assets of discontinued operations held for sale
    13,136       3,267,917  
Total current assets
    34,259,577       33,578,626  
                 
Property and equipment, at cost:
               
Land and buildings
    7,208,679       7,208,679  
Machinery and equipment
    3,594,233       2,991,412  
Leasehold improvements
    156,747       9,633  
Total property and equipment, at cost
    10,959,659       10,209,724  
Less accumulated depreciation and amortization
    (4,423,952 )     (3,831,238 )
Net property and equipment
    6,535,707       6,378,486  
                 
Intangibles, net of accumulated amortization
    9,197,344        
Goodwill
    2,070,085       1,150,060  
Other assets
    131,428       11,428  
Assets of discontinued operations held for sale
    1,512,440       1,997,520  
                 
Total assets
  $ 53,706,581     $ 43,116,120  

 
 

 

ADDVANTAGE TECHNOLOGIES GROUP, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS


   
March 31,
2014
(unaudited)
   
September 30,
2013
(unaudited)
 
Liabilities and Shareholders’ Equity
           
Current liabilities:
           
Accounts payable
  $ 4,619,435     $ 1,138,494  
Accrued expenses
    1,035,154       878,474  
Notes payable – current portion
    835,493       184,008  
Other current liabilities
    959,845        
Current liabilities of discontinued operations held for sale
    13,986       226,757  
Total current liabilities
    7,463,913       2,427,733  
                 
Notes payable, less current portion
    5,596,028       1,318,604  
Deferred income taxes
    185,000       193,000  
Other liabilities
    1,925,586        
                 
Shareholders’ equity:
               
Common stock, $.01 par value; 30,000,000 shares authorized;10,518,188 and 10,499,138 shares issued, respectively; and
10,017,530 and 9,998,480 shares outstanding, respectively
      105,182         104,991  
Paid in capital
    (5,491,007 )     (5,578,500 )
Retained earnings
    44,921,893       45,650,306  
Total shareholders’ equity before treasury stock
    39,536,068       40,176,797  
                 
Less: Treasury stock, 500,658 shares, at cost
    (1,000,014 )     (1,000,014 )
Total shareholders’ equity
    38,536,054       39,176,783  
                 
Total liabilities and shareholders’ equity
  $ 53,706,581     $ 43,116,120