ADDVANTAGE TECHNOLOGIES GROUP, INC. (NASDAQ:AEY) Files An 8-K Completion of Acquisition or Disposition of Assets

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ADDVANTAGE TECHNOLOGIES GROUP, INC. (NASDAQ:AEY) Files An 8-K Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets.

On October 14, 2016, ADDvantage Technologies Group, Inc. (the
Company) filed with the Securities and Exchange Commission (the
SEC) a Current Report on Form 8-K (the Original Form 8-K)
disclosing that it had on such date, completed its acquisition of
the net assets of Triton Miami, Inc. (Triton Miami), a provider
of quality used telecommunication networking equipment. The
Company formed a new subsidiary called ADDvantage Triton, LLC
(Triton). The acquisition of Triton Miami included approximately
$6.5 million in upfront payments, as well as $2.0 million in
deferred payments over the next three years. In addition, the
Company will make future annual earn-out payments equal to 60% of
Tritons annual EBITDA in excess of an EBITDA target of $1.2
million per year over the next three years. The transaction is
expected to be accretive to ADDvantages overall margins and
EBITDA in the current fiscal year. A copy of the press release
was furnished as Exhibit 99.1 to the Original Form 8-K.
This Current Report on Form 8-K/A is being filed with the SEC to
provide the disclosures required by Item 9.01 of Form 8-K,
including the required historical financial information of Triton
Miami and the required Pro Forma financial statements, and amends
and supplements the Original Form 8-K.
Except as otherwise provided herein, the other disclosures made
in the Original Form 8-K remain unchanged.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Exhibit 99.1 Audited balance sheet and the related statements of
income, stockholders equity and cash flows of Triton Miami, Inc.
as of and for the years ended December 31, 2015 and 2014, and the
notes related thereto and the related independent auditor’s
report of Morrison, Brown, Argiz, Farra, LLC.
Exhibit 99.2 Unaudited balance sheet as of September 30, 2016,
and statements of income and statements of cash flows for the
nine months ended September 30, 2016 and 2015 of Triton Miami,
Inc., and the notes related thereto.
(b) Pro Forma Financial Information.
Exhibit 99.3 Unaudited pro forma condensed combined balance sheet
and statement of income of ADDvantage Technologies Group, Inc.
and Triton Miami, Inc. for the year ended September 30, 2016. and
the notes related thereto.
(d) Exhibits
The following exhibits are furnished herewith:
Exhibit 2.1 Asset Purchase Agreement by and among Triton Miami,
Inc., Ross Himber, Bruce Tappen and Kevin Sadovnik and ADDvantage
Triton, LLC dated as of October 14, 2016, incorporated by
reference to Exhibit 2.1 to the Current Report on Form 8-K filed
by the Company with the Securities and Exchange Commission on
October 20, 2016.
Exhibit 23.1 Consent of Morrison, Brown, Argiz, Farra, LLC.
Exhibit 99.1 Audited balance sheet and the related statements of
income, stockholders equity and cash flows of Triton Miami, Inc.
as of and for the years ended December 31, 2015 and 2014, and the
notes related thereto and the related independent auditor’s
report of Consent of Morrison, Brown, Argiz, Farra, LLC.
Exhibit 99.2 Unaudited balance sheet as of September 30, 2016,
and statements of income and statements of cash flows for the
nine months ended September 30, 2016 and 2015 of Triton Miami,
Inc., and the notes related thereto.
Exhibit 99.3 Unaudited pro forma condensed combined balance sheet
and statement of income of ADDvantage Technologies Group, Inc.
and Triton Miami, Inc. for the year ended September 30, 2016 and
the notes related thereto.


About ADDVANTAGE TECHNOLOGIES GROUP, INC. (NASDAQ:AEY)

ADDvantage Technologies Group, Inc., through its subsidiaries, distributes and services a range of electronics and hardware for the cable television (Cable TV) and telecommunications (Telco) industries. The Company provides equipment repair services to cable operators. The Company has two segments: Cable Television (Cable TV) and Telecommunications (Telco). The Company’s Cable TV segment sells new, surplus and refurbished cable television equipment to cable television operators or multiple system operators (MSOs) or other resellers that sell to these customers throughout North America, Central America, South America and to other international regions. The Company’s Telco segment offers its customers a range of used telecommunication equipment across various manufacturers consisting of component parts to expand capacity, provides spares or replaces non-working components. The Telco segment’s switching equipment products originate, terminate and route voice traffic.

ADDVANTAGE TECHNOLOGIES GROUP, INC. (NASDAQ:AEY) Recent Trading Information

ADDVANTAGE TECHNOLOGIES GROUP, INC. (NASDAQ:AEY) closed its last trading session up +0.01 at 1.67 with 31,463 shares trading hands.