x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
OR
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
FOR THE TRANSITION PERIOD FROM________________ TO ______________
|
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 office)
|
(918) 251-9121
|
(Registrant's telephone number, including area code)
|
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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 x No o
|
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 (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
|
Yes x No o
|
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 Rule12b-2 of the Exchange Act.
Large accelerated filer o Accelerated filero
Non-accelerated filer o (do not check if a smaller reporting company) Smaller reporting company x
|
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
|
Yes o No x
|
Shares outstanding of the issuer's $.01 par value common stock as of April 30, 2015 were
10,073,121.
|
PART I. FINANCIAL INFORMATION
|
||
Page
|
||
Item 1.
|
Financial Statements.
|
|
Consolidated Condensed Balance Sheets (unaudited)
|
||
March 31, 2015 and September 30, 2014
|
||
Consolidated Condensed Statements of Operations (unaudited)
|
||
Three and Six Months Ended March 31, 2015 and 2014
|
||
Consolidated Condensed Statements of Cash Flows (unaudited)
|
||
Six Months Ended March 31, 2015 and 2014
|
||
Notes to Unaudited Consolidated Condensed Financial Statements
|
||
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations.
|
|
Item 4.
|
Controls and Procedures.
|
|
PART II. OTHER INFORMATION
|
||
Item 6.
|
Exhibits.
|
|
SIGNATURES
|
March 31,
2015
|
September 30,
2014
|
|||||||
Assets
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$ | 4,824,227 | $ | 5,286,097 | ||||
Accounts receivable, net of allowance for doubtful accounts of
$200,000
|
6,401,011 | 6,393,580 | ||||||
Income tax refund receivable
|
− | 220,104 | ||||||
Inventories, net of allowance for excess and obsolete
|
||||||||
inventory of $2,456,628 and $2,156,628, respectively
|
24,784,340 | 22,780,523 | ||||||
Prepaid expenses
|
255,972 | 174,873 | ||||||
Deferred income taxes
|
1,457,000 | 1,416,000 | ||||||
Total current assets
|
37,722,550 | 36,271,177 | ||||||
Property and equipment, at cost:
|
||||||||
Land and buildings
|
7,222,279 | 7,208,679 | ||||||
Machinery and equipment
|
3,373,232 | 3,244,153 | ||||||
Leasehold improvements
|
141,237 | 206,393 | ||||||
Total property and equipment, at cost
|
10,736,748 | 10,659,225 | ||||||
Less accumulated depreciation
|
(4,390,403 | ) | (4,191,516 | ) | ||||
Net property and equipment
|
6,346,345 | 6,467,709 | ||||||
Intangibles, net of accumulated amortization
|
6,212,375 | 6,625,278 | ||||||
Goodwill
|
3,910,089 | 3,910,089 | ||||||
Other assets
|
131,428 | 131,428 | ||||||
Total assets
|
$ | 54,322,787 | $ | 53,405,681 |
March 31,
2015
|
September 30,
2014
|
|||||||
Liabilities and Shareholders’ Equity
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$ | 4,482,776 | $ | 2,880,761 | ||||
Accrued expenses
|
1,742,347 | 1,809,878 | ||||||
Accrued income taxes
|
44,190 | − | ||||||
Notes payable – current portion
|
859,757 | 845,845 | ||||||
Other current liabilities
|
960,607 | 983,269 | ||||||
Total current liabilities
|
8,089,677 | 6,519,753 | ||||||
Notes payable, less current portion
|
4,805,882 | 5,240,066 | ||||||
Deferred income taxes
|
175,000 | 267,000 | ||||||
Other liabilities
|
1,020,243 | 1,942,889 | ||||||
Shareholders’ equity:
|
||||||||
Common stock, $.01 par value; 30,000,000 shares authorized;
10,573,779 and 10,541,864 shares issued, respectively; and
10,073,121 and 10,041,206 shares outstanding, respectively
|
105,738 | 105,419 | ||||||
Paid in capital
|
(5,167,366 | ) | (5,312,881 | ) | ||||
Retained earnings
|
46,293,627 | 45,643,449 | ||||||
Total shareholders’ equity before treasury stock
|
41,231,999 | 40,435,987 | ||||||
Less: Treasury stock, 500,658 shares, at cost
|
(1,000,014 | ) | (1,000,014 | ) | ||||
Total shareholders’ equity
|
40,231,985 | 39,435,973 | ||||||
Total liabilities and shareholders’ equity
|
$ | 54,322,787 | $ | 53,405,681 |
Three Months Ended March 31,
|
Six Months Ended March 31,
|
|||||||||||||||
2015
|
2014
|
2015
|
2014
|
|||||||||||||
Sales
|
$ | 11,366,539 | $ | 8,313,815 | $ | 22,203,697 | $ | 14,433,549 | ||||||||
Cost of sales
|
7,123,027 | 6,082,648 | 14,128,382 | 10,339,154 | ||||||||||||
Gross profit
|
4,243,512 | 2,231,167 | 8,075,315 | 4,094,395 | ||||||||||||
Operating, selling, general and administrative expenses
|
3,803,155 | 2,659,420 | 6,878,614 | 4,289,296 | ||||||||||||
Operating income (loss)
|
440,357 | (428,253 | ) | 1,196,701 | (194,901 | ) | ||||||||||
Interest expense
|
79,102 | 25,011 | 164,523 | 30,994 | ||||||||||||
Income (loss) before provision for income taxes
|
361,255 | (453,264 | ) | 1,032,178 | (225,895 | ) | ||||||||||
Provision (benefit) for income taxes
|
127,000 | (176,000 | ) | 382,000 | (88,000 | ) | ||||||||||
Income (loss) from continuing operations
|
234,255 | (277,264 | ) | 650,178 | (137,895 | ) | ||||||||||
Discontinued operations:
|
||||||||||||||||
Loss from discontinued operations, net of tax
|
− | (60,444 | ) | − | (34,076 | ) | ||||||||||
Loss on sale of discontinued operations, net of tax
|
− | (556,442 | ) | − | (556,442 | ) | ||||||||||
Discontinued operations, net of tax
|
− | (616,886 | ) | − | (590,518 | ) | ||||||||||
Net income (loss)
|
$ | 234,255 | $ | (894,150 | ) | $ | 650,178 | $ | (728,413 | ) | ||||||
Earnings (loss) per share:
|
||||||||||||||||
Basic
|
||||||||||||||||
Continuing operations
|
$ | 0.02 | $ | (0.03 | ) | $ | 0.06 | $ | (0.01 | ) | ||||||
Discontinued operations
|
− | (0.06 | ) | − | (0.06 | ) | ||||||||||
Net income (loss)
|
$ | 0.02 | $ | (0.09 | ) | $ | 0.06 | $ | (0.07 | ) | ||||||
Diluted
|
||||||||||||||||
Continuing operations
|
$ | 0.02 | $ | (0.03 | ) | $ | 0.06 | $ | (0.01 | ) | ||||||
Discontinued operations
|
− | (0.06 | ) | − | (0.06 | ) | ||||||||||
Net income (loss)
|
$ | 0.02 | $ | (0.09 | ) | $ | 0.06 | $ | (0.07 | ) | ||||||
Shares used in per share calculation:
|
||||||||||||||||
Basic
|
10,051,844 | 10,004,830 | 10,046,525 | 10,001,655 | ||||||||||||
Diluted
|
10,051,844 | 10,004,830 | 10,046,525 | 10,001,655 |
Six Months Ended March 31,
|
||||||||
2015
|
2014
|
|||||||
Operating Activities
|
||||||||
Net income (loss)
|
$ | 650,178 | $ | (728,413 | ) | |||
Net loss from discontinued operations
|
− | (590,518 | ) | |||||
Net income (loss) from continuing operations
|
650,178 | (137,895 | ) | |||||
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
|
||||||||
Depreciation
|
198,887 | 160,177 | ||||||
Amortization
|
412,903 | 76,656 | ||||||
Provision for excess and obsolete inventories
|
300,000 | 300,000 | ||||||
Deferred income tax benefit
|
(133,000 | ) | (88,000 | ) | ||||
Share based compensation expense
|
125,306 | 61,851 | ||||||
Changes in assets and liabilities:
|
||||||||
Accounts receivable
|
(7,431 | ) | (376,746 | ) | ||||
Income tax refund receivable
|
220,104 | (385,868 | ) | |||||
Inventories
|
(2,303,817 | ) | (2,264,830 | ) | ||||
Prepaid expenses
|
(60,571 | ) | (35,441 | ) | ||||
Accounts payable
|
1,602,015 | 1,669,098 | ||||||
Accrued expenses
|
31,351 | 13,934 | ||||||
Net cash provided by (used in) operating activities – continuing operations
|
1,035,925 | (1,007,064 | ) | |||||
Net cash provided by operating activities – discontinued
operations
|
− | 257,401 | ||||||
Net cash provided by (used in) operating activities
|
1,035,925 | (749,663 | ) | |||||
Investing Activities
|
||||||||
Acquisition of business, net of cash acquired
|
− | (10,011,080 | ) | |||||
Guaranteed payments for acquisition of business
|
(1,000,000 | ) | − | |||||
Additions to machinery and equipment
|
(77,523 | ) | (23,476 | ) | ||||
Proceeds from sale of discontinued operations
|
− | 2,000,000 | ||||||
Net cash used in investing activities
|
(1,077,523 | ) | (8,034,556 | ) | ||||
Financing Activities
|
||||||||
Proceeds on notes payable
|
− | 5,000,000 | ||||||
Payments on notes payable
|
(420,272 | ) | (146,912 | ) | ||||
Net cash provided by (used in) financing activities
|
(420,272 | ) | 4,853,088 | |||||
Net decrease in cash and cash equivalents
|
(461,870 | ) | (3,931,131 | ) | ||||
Cash and cash equivalents at beginning of period
|
5,286,097 | 8,476,725 | ||||||
Cash and cash equivalents at end of period
|
$ | 4,824,227 | $ | 4,545,594 | ||||
Supplemental cash flow information:
|
||||||||
Cash paid for interest
|
$ | 105,564 | $ | 31,004 | ||||
Cash paid for income taxes
|
$ | 264,000 | $ | 27,000 | ||||
Supplemental noncash investing activities:
|
||||||||
Deferred guaranteed payments for acquisition of business
|
$ | − | $ | (2,744,338 | ) | |||
Working capital purchase price receivable
|
$ | − | $ | 380,433 |
March 31,
2015
|
September 30,
2014
|
|||||||
New:
|
||||||||
Cable TV
|
$ | 17,338,805 | $ | 16,949,713 | ||||
Refurbished:
|
||||||||
Cable TV
|
3,726,751 | 3,982,140 | ||||||
Telco
|
6,175,412 | 4,005,298 | ||||||
Allowance for excess and obsolete inventory
|
(2,456,628 | ) | (2,156,628 | ) | ||||
$ | 24,784,340 | $ | 22,780,523 |
March 31, 2015
|
||||||||||||
Gross
|
Accumulated
Amortization
|
Net
|
||||||||||
Intangible assets:
|
||||||||||||
Customer relationships – 10 years
|
$ | 4,257,000 | $ | (461,174 | ) | $ | 3,795,826 | |||||
Technology – 7 years
|
1,303,000 | (201,654 | ) | 1,101,346 | ||||||||
Trade name – 10 years
|
1,293,000 | (140,075 | ) | 1,152,925 | ||||||||
Non-compete agreements – 3 years
|
254,000 | (91,722 | ) | 162,278 | ||||||||
Total intangible assets
|
$ | 7,107,000 | $ | (894,625 | ) | $ | 6,212,375 |
September 30, 2014
|
||||||||||||
Gross
|
Accumulated
Amortization
|
Net
|
||||||||||
Intangible assets:
|
||||||||||||
Customer relationships – 10 years
|
$ | 4,257,000 | $ | (248,325 | ) | $ | 4,008,675 | |||||
Technology – 7 years
|
1,303,000 | (108,583 | ) | 1,194,417 | ||||||||
Trade name – 10 years
|
1,293,000 | (75,425 | ) | 1,217,575 | ||||||||
Non-compete agreements – 3 years
|
254,000 | (49,389 | ) | 204,611 | ||||||||
Total intangible assets
|
$ | 7,107,000 | $ | (481,722 | ) | $ | 6,625,278 |
·
|
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.
|
Three Months Ended March 31,
|
Six Months Ended March 31,
|
|||||||||||||||
2015
|
2014
|
2015
|
2014
|
|||||||||||||
Income (loss) from continuing operations
|
$ | 234,255 | $ | (277,264 | ) | $ | 650,178 | $ | (137,895 | ) | ||||||
Discontinued operations, net of tax
|
− | (616,886 | ) | − | (590,518 | ) | ||||||||||
Net income (loss) attributable to common shareholders
|
$ | 234,255 | $ | (894,150 | ) | $ | 650,178 | $ | (728,413 | ) | ||||||
Basic weighted average shares
|
10,051,844 | 10,004,830 | 10,046,525 | 10,001,655 | ||||||||||||
Effect of dilutive securities:
|
||||||||||||||||
Stock options
|
− | − | – | − | ||||||||||||
Diluted weighted average shares
|
10,051,844 | 10,004,830 | 10,046,525 | 10,001,655 | ||||||||||||
Earnings (loss) per common share:
|
||||||||||||||||
Basic
|
||||||||||||||||
Continuing operations
|
$ | 0.02 | $ | (0.03 | ) | $ | 0.06 | $ | (0.01 | ) | ||||||
Discontinued operations
|
− | (0.06 | ) | − | (0.06 | ) | ||||||||||
Net income (loss)
|
$ | 0.02 | $ | (0.09 | ) | $ | 0.06 | $ | (0.07 | ) | ||||||
Diluted
|
||||||||||||||||
Continuing operations
|
$ | 0.02 | $ | (0.03 | ) | $ | 0.06 | $ | (0.01 | ) | ||||||
Discontinued operations
|
− | (0.06 | ) | − | (0.06 | ) | ||||||||||
Net income (loss)
|
$ | 0.02 | $ | (0.09 | ) | $ | 0.06 | $ | (0.07 | ) |
Shares
|
Wtd. Avg.
Ex. Price
|
|||||||
Outstanding at September 30, 2014
|
560,000 | $ | 2.96 | |||||
Granted
|
– | – | ||||||
Exercised
|
– | – | ||||||
Expired
|
(15,000 | ) | $ | 4.62 | ||||
Forfeited
|
– | – | ||||||
Outstanding at March 31, 2015
|
545,000 | $ | 2.91 | |||||
Exercisable at March 31, 2015
|
195,000 | $ | 2.97 |
Six Months Ended
|
||||
March 31, 2015
|
||||
Fiscal year 2012 grant
|
$ | 16,522 | ||
Fiscal year 2014 grant
|
$ | 54,312 |
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
March 31,
2015
|
March 31,
2014
|
March 31,
2015
|
March 31,
2014
|
|||||||||||||
Sales
|
||||||||||||||||
Cable TV
|
$ | 5,792,272 | $ | 7,248,191 | $ | 12,625,291 | $ | 13,367,925 | ||||||||
Telco
|
5,813,777 | 1,065,624 | 9,850,071 | 1,065,624 | ||||||||||||
Intercompany
|
(239,510 | ) | − | (271,665 | ) | − | ||||||||||
Total sales
|
$ | 11,366,539 | $ | 8,313,815 | $ | 22,203,697 | $ | 14,433,549 | ||||||||
Gross profit
|
||||||||||||||||
Cable TV
|
$ | 1,787,639 | $ | 1,852,660 | $ | 3,822,484 | $ | 3,715,888 | ||||||||
Telco
|
2,455,873 | 378,507 | 4,252,831 | 378,507 | ||||||||||||
Total gross profit
|
$ | 4,243,512 | $ | 2,231,167 | $ | 8,075,315 | $ | 4,094,395 | ||||||||
Operating income (loss)
|
||||||||||||||||
Cable TV
|
$ | 347,839 | $ | 264,365 | $ | 966,650 | $ | 497,717 | ||||||||
Telco
|
92,518 | (692,618 | ) | 230,051 | (692,618 | ) | ||||||||||
Total operating income (loss)
|
$ | 440,357 | $ | (428,253 | ) | $ | 1,196,701 | $ | (194,901 | ) |
March 31,
2015
|
September 30,
2014
|
|||||||
Segment assets
|
||||||||
Cable TV
|
$ | 28,085,530 | $ | 29,241,335 | ||||
Telco
|
19,813,675 | 17,781,114 | ||||||
Non-allocated
|
6,423,582 | 6,383,232 | ||||||
Total assets
|
$ | 54,322,787 | $ | 53,405,681 |
Three Months Ended March 31, 2015
|
Three Months Ended March 31, 2014
|
|||||||||||||||||||||||
Cable TV
|
Telco
|
Total
|
Cable TV
|
Telco
|
Total
|
|||||||||||||||||||
Operating income (loss)
|
$ | 347,839 | $ | 92,518 | $ | 440,357 | $ | 264,365 | $ | (692,618 | ) | $ | (428,253 | ) | ||||||||||
Depreciation
|
70,149 | 29,930 | 100,079 | 76,444 | 14,757 | 91,201 | ||||||||||||||||||
Amortization
|
− | 206,451 | 206,451 | − | 76,656 | 76,656 | ||||||||||||||||||
EBITDA (a)
|
$ | 417,988 | $ | 328,899 | $ | 746,887 | $ | 340,809 | $ | (601,205 | ) | $ | (260,396 | ) |
(a)
|
The Telco segment includes earn-out expenses of $0.5 million and zero for the three months ended March 31, 2015 and 2014, respectively, related to the acquisition of Nave Communications. In addition, the Telco segment includes acquisition-related costs of $0.6 million for the three months ended March 31, 2014 related to the acquisition of Nave Communications.
|
Six Months Ended March 31, 2015
|
Six Months Ended March 31, 2014
|
|||||||||||||||||||||||
Cable TV
|
Telco
|
Total
|
Cable TV
|
Telco
|
Total
|
|||||||||||||||||||
Operating income (loss)
|
$ | 966,650 | $ | 230,051 | $ | 1,196,701 | $ | 497,717 | $ | (692,618 | ) | $ | (194,901 | ) | ||||||||||
Depreciation
|
141,713 | 57,174 | 198,887 | 145,420 | 14,757 | 160,177 | ||||||||||||||||||
Amortization
|
− | 412,903 | 412,903 | − | 76,656 | 76,656 | ||||||||||||||||||
EBITDA (a)
|
$ | 1,108,363 | $ | 700,128 | $ | 1,808,491 | $ | 643,137 | $ | (601,205 | ) | $ | 41,932 |
(a)
|
The Telco segment includes earn-out expenses of $0.7 million and zero for the six months ended March 31, 2015 and 2014, respectively, related to the acquisition of Nave Communications. In addition, the Telco segment includes acquisition-related costs of $0.6 million for the six months ended March 31, 2014 related to the acquisition of Nave Communications.
|
Exhibit No.
|
Description
|
31.1
|
Certification of Chief Executive Officer under Section 302 of the Sarbanes Oxley Act of 2002.
|
31.2
|
Certification of Chief Financial Officer under Section 302 of the Sarbanes Oxley Act of 2002.
|
32.1
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted 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.
|
Exhibit No.
|
Description
|
31.1
|
Certification of Chief Executive Officer under Section 302 of the Sarbanes Oxley Act of 2002.
|
31.2
|
Certification of Chief Financial Officer under Section 302 of the Sarbanes Oxley Act of 2002.
|
32.1
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted 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.
|
I have reviewed this quarterly report on Form 10-Q of ADDvantage Technologies Group, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of ADDvantage Technologies Group, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
c.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
d.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
)V"HI!FX0:8*14Y$(#_1I%A:8`BR4?[> ^IK[+3S,;DZON@+\
M-"2'@F]K]TOOOX$L*X?53M&0]S7+CR]@!284::(D]4Q"UQ@`/HF2OC,P(?S0
MO? U,3<1BF-XJXV%J)YBI!AGG!.*
M""%3J1,V(!!%**/KU3-@0BT9PEIJ%N*ES5ZP7(4`KA?J)\)$KJMQ *:E]#P ;(,_OLOAP.+V1;7D&8R5NBMHEJ240"=T*;NZ
MH#]_/%Q=4V(=[TK>Z@X*^@J6WBX_?ECLM-G8!L`19.AL01OG^CEC5C2@N$UT
M#QW^J;11W.'0U,SV!G@Y+%(M&Z7IE"DN.QH8YN82#EU54L"]%EL%G0LD!EKN
MT+]M9&\/;$I<0J>XV6S[*Z%5CQ1KV4KW.I!2HL3\L>ZTX>L6<[]D8RX.W,/@
MC%Y)8;35E4N0C@6CYYEOV`U#IN6BE)C`EYT8J`JZRN9W4\J6BZ$^OR3L[-$W
ML8W>?3:R_"H[P&+C-OD-6&N]\=#'TD_A8G:V^F'8@&^&E%#Q;>N^Z]T7D'7C
M<+Z(<"UTTWO#I(OT+MF=$+,'ED9?D"S5U_]/U#U\`8OP
M[^/&L@&T1S]8'S>9$]0(+9TCAD@V)Q01S0[YBAT!;VP0'Z.GQLBQ1,)AJA`B
M0>"3R'"H(B%!)$2^3J0J@3%V21!1'
%NP3XP'E__Q`#
MC._Q[7\```#__P,`4$L#!!0`!@`(````(0`(V,Z^U@(```8(```9````>&PO
M=V]R:W-H965TC>>6'!-B&\!AO`[PK^#%R5Q_/VO<
MSF)_=LFQE]SB%F/%`6E@=I%^R%V8,X0ED0?!],S$O;JHN)W/B!Z=Z0[CC9(I
M4VQ4QQ'TW>!&\91K/F8!$R2&\(&"4R>0I/(S[L_Y2"KX-XKC^"&(BN*8C5$P
M/6(%UWD[GWH"=:/,8:R.D3!5.*'IVT($.TLPK0MIGF4,?.H,BCJ#P[@>3CEC
MR2B14]'W!DD@6,59YL"G[J#(_,@
H`84AR\BJT3&TFI"1F1*5>_%UF;F"PA42P
M=W!TU%U2-6\`KTA:W]O@T?:(.A*4QC"Y"R)U="H/N=.%FJ#28=RTMI>\9'L4
MX80E(N/P2+(.V.4A8OJ>?*,/IN!1SK-]QAMVRM^P.EGI%6IQZ$;F'*R6,UM4
M*-*X0<8;-EZB%0@%JD:Z[;86+#4OJL'NP.&H55LA2-DTAB[&L?6!/5939"4:
MS!FC.L\)+/84RF/CX`T%*B!_QI30F-SA)>UOQ/%[H^I;+Q$2S:JT@LMVUZB$
M;3>R-SH\[(\.O,Q\;[AWV#\Z]E+=/__+O[F;]0Z&!_VCHP/O^?XQ;CP.C]SG
M[*D%N[%[5%\#"@M5BA8FAGM69W=]Z=!=I,=4_'#?NP7>.QP=]<=#+^6N*-;!
MB>[B+RW?6U%`7I`I-2A?CS#7PKF:5=RE3K7(;;NS82.-&4A``QO>YB?@AXTW
MF7J[@UT/(WPX],&%DI<5P5[5G2=W&.?Z],9#OWB!AX?N]`MJZ@-H:H6Z2U$K
MP5LT5+HCJSB.XGC"6H^Y)''%VA6@Y,4X!.+75*L[2J6B%*+Z)]>UPAZ(0[D1
M`D(%U08W$?87Q6$70J2GJ.M"U3*VQ(<7J)NH,@F0YEZJ+F6](-Y(W(K"K[^7
M8O0'ZBVLQ3'8DKUBU,(*1(&CQ]?H_>`O5>N3O+*Y!CJTX0-;R;93W(R'4D9,
M:"Y!PD"B#+1]]-$N\1A$Z&I,'R-&Q=!-C(O1)D*?59GUYLYT)/5U!#C]O-M;
MNQ@-C!BQ%GFILC0$F,UFTGD&1)DU).4AL6"N9JA#B>__0.^^/=>W8H,&4J_4
M,1J#:OX*2*LEDX3?^EK%FT!7>K9@.!A=PMLCNAM,AU^0#<-M#<''$L6/1'5*
M5/D7SA%W1_MZU@'G"P6)3@*@YH\8%4YDY!D8<%73V^FC(6T(C.X?#ZT;X&!4
M<,+$849&(E9K>`MDLWK.D+0;!)<2E<':V8G*D*J[V37ZR>I-HNF,I%K9.\*U
M$$W)=NY)#2)$V4A+K,VP@ADMS[$]A4W@%"@-/KC(O#:X5#X)
5\%T^[XXYR8C++XPU:U?*A9\@]6H)<7C,&J*?T.HTQ9TR$$EB-P^7
MWC;N5?8UAQ82FKM]R('(#7G\OT`;#*[`\
M2]->6([LCKE.3$U#!82+23P?,BR2D,*T[NVXJ$")_]OOWGVHG<$P0BY\P`\D>97!B[/W%IQO>]WC-BP5#RYV_F)W;%G7)RSWM
MEQ#E?+C,$$5Q4K_!7!+J:XEO)5J=$V7P;W3=MAW4H1S8A>I$%T4W(\RL
M;K8%4I"!4/7*&I[2IHAT5=VEEGYNF[051^L((NVV
M!8<5H.V!9&4:/I)-1A9AM-L:@_[A[*(&WP-U$I=?)2]^YPT#MZ%.FA[^9!7+
M-2N@9LN;A"UBX%%QNTVS9S85QL(`H9Z6],(D:Z8HPH090R
MTKHR1EK7"E&.J&"D=96,&EVV22G.KC&I$'<6885HS];'D;%[L2&>-E%%VB38
M9Y8:&17A',-2ERXV6$9[7\Q(MY=H=*&]5$DY^9@SG(QU7<['6$IW(M?H0B<*
MEE*#[O>G8SC'L$PS:'M.11IX19C(K-$*$XE$)!ISZEYLB%.
.8E#.S`"$TF@98
MS))[F$DP9:9W+%8-,
3YK!I'[>'Y]OI?_[(
M?[N:3D[G]>%QO6L/S>WT5W.:_G[W][_=O+7';Z>7ICE/R,/A=#M].9]?E[/9
M:?/2[->GB_:U.5#+4WO^0L/D8TT:A/9Y_6@+HU!Y0O5BP_110@"A%%B&*-
M6D6=(4HD8;NH=V914['BHLX198AR1`6B4J.ZJ*;'U/&Q[;$ZRG6M(KB'Y_7R
M^\.66IC&S)%1U:>CAXYQU8=0PY$:M1T):*)"D.3N_D`'QAQK\^R+`3?,5*-6
MNP>(0DE8A]P
]"-;$-9U9];H@$/]#:-#6=NCPQ!K=`2L7X?:
MR/6KK3419*1)&.JA$#E>&+($*C6%:#*/A4PF2&Z(6FU^/#C='EQ;L$6X$,(3
M(3,59&8)]Z.@VPU9P^=">"%DEH*L+.&K-5[7A:UXJCL7*Z`?VD%+%3O0!EGK
M@,L;/$2KVD*`J+QB+->&D4$AC,IJ39$S'PO"::FR*K%V.@F@*M+Z)[SEN[XWM^/4B)7KOHH9Z=F5L*:3]E*6DO9