0001445260-19-000014.txt : 20190307 0001445260-19-000014.hdr.sgml : 20190307 20190307172002 ACCESSION NUMBER: 0001445260-19-000014 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190301 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20190307 DATE AS OF CHANGE: 20190307 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: 19666780 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 03012019-8k.htm APPOINTMENT OF CFO
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) March 1, 2019

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On March 1, 2019, the Company appointed Kevin Brown, 43 years old, as Chief Financial Officer.  Scott Francis, who served as the Company’s CFO since 2008, has taken on the role of Chief Accounting Officer, a new position created at the Company, reporting to Mr. Brown. Since 2011, Mr. Brown has served as a Partner at 4M Investments ("4M"), a family office private investment firm. In this role he oversaw the performance and financial management of 4M's portfolio companies, including leading its telecom infrastructure efforts and evaluating tower, fiber, DAS and small cell opportunities. He has also served in several executive positions within 4M Investments' portfolio companies, including Global CFO, and ultimately the CEO, of Intercomp Global Services (2011-2014). Prior to 4M Investments, Mr. Brown worked at M7 Aerospace LP, serving in varying levels of seniority, including as its CFO and ultimately as its CEO. From 1998-2004, he worked in Strategy and Corporate Development at Crown Castle International, one of the largest telecom infrastructure businesses in the world.
 
Item 8.01 Other Events.

On March 6, 2019 the Company issued a press release announcing the appointment of Kevin Brown as Chief Financial Officer.  A copy of the press release is attached as Exhibit 99.1 to this Form 8-K.

Item 9.01   Financial Statements and Exhibits.
 
(d) Exhibits
 
The following exhibit is furnished herewith:
 
    
Exhibit 99.1
Press Release dated March 6, 2019 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:   March 6, 2019
   
 
 
By:      /s/ Scott Francis 
   
Scott Francis
   
Vice-President and Chief Accounting Officer


Exhibit Index

Exhibit Number
Description
99.1
Press Release dated March 6, 2019 issued by the Company.

EX-99.1 2 pressrelease_03062019.htm PRESS RELEASE DATED MARCH 6, 2019 ISSUED BY THE COMPANY
ADDvantage Technologies Group, Inc.
1221 E. Houston
Broken Arrow, Oklahoma 74012

For further information
KCSA Strategic Communications
Company Contact:
Elizabeth Barker
Scott Francis        (918) 251-9121
(212) 896-1203
ebarker@kcsa.com

ADDvantage Technologies Names New Chief Financial Officer
- - -
BROKEN ARROW, Oklahoma, March 6, 2019 – ADDvantage Technologies Group, Inc. (NASDAQ: AEY), today announced the appointment of Kevin Brown as its new Chief Financial Officer (“CFO”), effective March 1, 2019. Scott Francis, who served as the Company’s CFO since 2008, has taken on the role of Chief Accounting Officer, a new position created at the Company, reporting to Mr. Brown.

In his role as CFO, Mr. Brown’s day-to-day responsibilities will include accounting, financial reporting, treasury management, strategic financial planning, human resources, information technology, risk management, deal analysis and negotiations. This appointment comes at a time when the Company is undergoing significant change, including the anticipated divestment of its Cable TV segment in the third fiscal quarter 2019 and the implementation of an aggressive strategy to strengthen and expand the Telco segment. Mr. Brown will assist Joe Hart, President and Chief Executive Officer, and the Board of Directors in driving these initiatives and building value for shareholders.

Mr. Brown is a seasoned financial executive with extensive experience in the telecommunications industry. Since 2011, he has served as a Partner at 4M Investments (“4M”), a family office private equity investment firm. In this role he oversaw the performance and financial management of 4M’s portfolio companies, including leading its telecom infrastructure investment efforts and evaluating tower, fiber, DAS and small cell opportunities. He also has served in several executive positions within 4M Investments’ portfolio companies, including as Global CFO, and ultimately the CEO, of Intercomp Global Services (2011 – 2014). Intercomp Global Services grew to become the largest payroll and accounting services provider in The Commonwealth of Independent States (CIS), with over 600 employees across Russia, Ukraine and Kazakhstan. Mr. Brown led the sale and negotiations process to profitably sell the business to a private equity buyer. Prior to 4M Investments, Mr. Brown worked at M7 Aerospace LP, serving in varying levels of seniority, including as its CFO and ultimately as its CEO. He was an integral part of growing M7 Aerospace from a small aviation company into a $135 million Aerospace and Defense company with 650 employees.  Mr. Brown successfully led the company to a successful sale to a strategic buyer, Elbit Systems of America. From 1998 – 2004, he worked in Strategy and Corporate Development at Crown Castle International, one of the largest telecom infrastructure businesses in the world, where he was part of the Strategy and M&A team responsible for evaluating transactions, deal sourcing and due diligence efforts globally. Mr. Brown holds a BBA in Finance and Economics from Texas Tech University.

Joe Hart, President and CEO of ADDvantage Technologies, said, “Kevin’s senior management experience and strong financial acumen, complemented by his track record of successfully leading businesses across similar industries, make him uniquely suited to taking on the CFO role at ADDvantage Technologies. Kevin began his career in a key M&A role within the telecommunications industry and has further developed experience leading companies across a multitude of industries.  In his most recent role at a private equity family firm, he demonstrated his skill in identifying and analyzing strong growth opportunities in the telecommunication infrastructure and services markets, and we are proud he has chosen to join the team at ADDvantage at this critical period in our growth.

“On behalf of the Board, I would like to thank Scott for diligently leading the financial management of the Company over the past decade and for agreeing to take on a new role as Chief Accounting Officer to ensure the continued smooth running of the business. His contribution has been critical to ADDvantage
Technologies as it navigated the decline in the Cable TV segment as structural changes reduced the size of the market and entered the Telco market through several M&A transactions,” concluded Mr. Hart.

Kevin Brown commented, “ADDvantage is an undervalued business opportunity, with an established presence in the telecom market where there is significant opportunity for it to expand its services, secure new customers and grow both its top and bottom line. The recent acquisition of Fulton Technologies represents a significant milestone which, coupled with divesting the Cable TV segment, is expected to create a stronger company with improved growth prospects. I look forward to using my experience in the telecommunication and services sector to work alongside Joe to implement the Company’s strategic vision to continue to solidify, enhance and expand our Telco segment operations.”
About ADDvantage Technologies Group, Inc.
ADDvantage Technologies Group, Inc. (NASDAQ:  AEY) supplies the cable television (Cable TV) 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 sells 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. Through the acquisition of Fulton, the Company will provide turn-key wireless infrastructure services, such as the installation and decommissioning of equipment on cell sites, for wireless carriers, national integrators, and equipment manufacturers supporting the wireless carriers.  In addition, ADDvantage operates a national network of technical repair centers focused primarily on Cable TV equipment and recycles surplus and obsolete Cable TV and telecommunications equipment.

ADDvantage operates through its subsidiaries, Tulsat, Tulsat-Atlanta, Tulsat-Texas, NCS Industries, ComTech Services, Nave Communications, Triton Datacom, and Fulton Technologies. 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.