0001445260-19-000044.txt : 20190702 0001445260-19-000044.hdr.sgml : 20190702 20190702104722 ACCESSION NUMBER: 0001445260-19-000044 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190701 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20190702 DATE AS OF CHANGE: 20190702 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: 19935662 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 8-k_07012019.htm COMPLETION OF THE CABLE TV SEGMENT SALE
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) July 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(c) under the Exchange Act (17 CFR 240.13e-4(c))


 
Item 2.01 Completion of Acquisition or Disposition of Assets.


On July 1, 2019, the Company closed the sale of its Cable TV segment business to Leveling 8 Inc. (“Leveling 8”), which purchased all of the outstanding shares and limited liability membership interests of the Company’s Cable TV segment for a total purchase price of $10.3 million, subject to certain post closing adjustments.  Leveling 8 is a company owned 100% by David Chymiak, the Company’s Chief Technology Officer, President of Tulsat, substantial shareholder and a member of its Board of Directors.  The purchase price consists of $3.9 million of cash, less $2.1 million of cash previously received from the sales of the ComTech facility in March 2019 and the NCS facility in June 2019, and a $6.4 million promissory note bearing interest at 6% per annum. The note will be paid over five years and is personally guaranteed by David E. Chymiak.
 

Item 9.01.                                        Financial Statements and Exhibits.

     
(d) Exhibits
 
The following exhibit is furnished herewith:
 
Exhibit 99.1
Press Release dated July 2, 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: July 2, 2019
 
 
   
By: /s/ Scott Francis
   
          Scott Francis
   
          Vice-President & Chief Accounting Officer

Exhibit Index

Exhibit Number
Description
99.1
Press Release dated July 2, 2019 issued by the Company.



EX-99.1 2 pressrelease_07022019.htm PRESS RELEASE TO ANNOUNCE THE COMPLETION OF THE CABLE TV SEGMENT SALE
ADDvantage Technologies Group, Inc.
1221 E. Houston
Broken Arrow, Oklahoma 74012

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

ADDvantage Technologies Group, Inc. Closes Sales of Cable TV Segment for $10.3 million


Company also separately closes sale of its Warminster, Pennsylvania facility, which houses the Company’s NCS Industries business

BROKEN ARROW, OK—July 2, 2019 ADDvantage Technologies Group, Inc. (“ADDvantage” or the “Company”) today announced the closing of the sale of its Cable TV segment on July 1, 2019 to Leveling 8, Inc. (“Leveling 8”), which purchased all of the outstanding shares and limited liability company membership interests of the Company’s Cable TV segment for a total purchase price of $10.3 million, subject to certain post-closing adjustments. Leveling 8 is a company owned 100% by David E. Chymiak, the Company’s Chief Technology Officer, President of Tulsat, substantial ADDvantage shareholder and a member of its Board of Directors.  The purchase price consists of $3.9 million of cash, less $2.1 million of cash previously received from the sales of the ComTech facility in March 2019 and the NCS facility in June 2019, and a $6.4 million promissory note bearing interest at 6% per annum. The note will be paid over five years and is personally guaranteed by David E. Chymiak.
As previously announced in its press release dated March 29, 2019, the Company closed the sale of its Warminster, Pennsylvania facility, which houses the Company’s NCS Industries business within the Cable TV segment, to David Chymiak, LLC, a company controlled by David Chymiak, on June 14, 2019 for a purchase price of $0.7M.  This amount was deducted from the final proceeds received from the sale of the Cable TV Segment.
Through its cable television subsidiaries, ADDvantage operated a national network of technical repair centers focused primarily on supporting cable television equipment. These operations consisted of Tulsat, LLC (“Tulsat”), NCS Industries, Inc. (“NCS”), Addvantage Technologies Group of Missouri, Inc. (“ComTech”), Addvantage Technologies Group of Texas, Inc. (“Tulsat-Texas”), and Tulsat-Atlanta, L.L.C. (“Tulsat-Atlanta”). The sale proceeds will allow ADDvantage Technologies to commit more capital and resources to its expansion strategy in the Wireless Infrastructure Services and Telco segments.

Joe Hart, President and CEO of the Company, stated, “The sale of the Cable TV segment is a significant accomplishment and concludes our efforts to raise capital through the sale of real estate and our cable television business. This additional capital will allow us to solidify and expand our position in the telecommunications and wireless infrastructure services markets as we continue to invest in the long term growth of ADDvantage Technologies.”

About ADDvantage Technologies Group, Inc.

ADDvantage Technologies Group, Inc. (NASDAQ:  AEY) is a communications infrastructure services and equipment provider operating a diversified group of companies.  Through Fulton Technologies, the Company provides turn-key wireless infrastructure services including the installation, modification and upgrading of equipment on communication towers and small cell sites for wireless carriers, national integrators, tower owners and major equipment manufacturers.  Through its Nave Communications and Triton Datacom subsidiaries, ADDvantage sells equipment and hardware used to acquire, distribute, and protect the communications signals carried on fiber optic, coaxial cable and wireless distribution systems.  ADDvantage also offers repair services focused on telecommunication equipment and recycling surplus and related obsolete telecommunications equipment.

ADDvantage operates through its subsidiaries, Fulton Technologies, Nave Communications and Triton Datacom. 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.