UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2020December 31, 2022
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-10799
ADDvantage Technologies Group, Inc.
(Exact name of registrant as specified in its charter)
Oklahoma73-1351610
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
1430 Bradley Lane, Suite 196, Carrollton, Texas75007
(Address of principal executive offices)(Zip code)
Registrant’s telephone number:  (918) 251-9121
Securities registered under Section 12(b) of the Act:
Title of each classTrading SymbolName of exchange on which registered
Common Stock, $.01 par valueAEYNASDAQ GlobalCapital Market
Securities registered under Section 12(g) of the Act:  None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YesNox
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.YesNox
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.YesxNo
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 (§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
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.xNo
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 
Large accelerated filer ¨      Accelerated filer ¨
Large Accelerated Filer ¨      Accelerated Filer ¨
Non-accelerated filerFiler x Smaller reporting companyReporting Company x  Emerging growth companyGrowth Company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).YesNox
The aggregate market value of the outstanding shares of common stock, par value $.01 per share, held by non-affiliates computed by reference to the closing price of the registrant’s common stock as of March 31, 2020June 30, 2022 was $9,977,537.$12,138,955.
The number of shares of the registrant’s outstanding common stock, $.01 par value per share, was 12,031,38014,132,033 as of DecemberMarch 15, 2020.2023.




ADDvantage Technologies Group, Inc.
Form 10-K
For the Year Ended September 30, 2020December 31, 2022
Index
Page
Item 4.Mine Safety DisclosuresDisclosures.
Item 10.Directors, Executive Officers and Corporate Governance.
Item 11.Executive CompensationCompensation.
Item 1212.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Item 1313.Certain Relationships and Related PartiesTransactions, and Director Independence.
Item 1414.Principal AccountingAccountant Fees and ServicesServices.
Form 10-K Summary.

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PART   I
Item 1.    Business.
Forward-Looking Statements
Certain matters discussed in this report constitute forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, including statements which relate to, among other things, expectations of the business environment in which ADDvantage Technologies Group, Inc. (the “Company”, “We”, “Our” or “ADDvantage”) operates, projections of future performance, perceived opportunities in the market and statements regarding our goals and objectives and other similar matters.  The words “estimates”, “projects”, “intends”, “expects”, “anticipates”, “believes”, “plans”, “goals”, “strategy”, “likely”, “may”, “should” and similar expressions often identify forward-looking statements.  These forward-looking statements are found at various places throughout this report and the documents incorporated into it by reference.  These and other statements, which are not historical facts, are hereby identified as “forward-looking statements” for purposes of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended.  These statements are subject to a number of risks, uncertainties and developments beyond our control or foresight, including changes in the cable television andwireless telecommunications industries,industry, changes in customer and supplier relationships, technological developments, changes in the economic environment generally, the growth or formation of competitors, changes in governmental regulation or taxation, changes in our personnel, our ability to identify, complete and integrate acquisitions on favorable terms and other such factors.  Our actual results, performance or achievements may differ significantly from the results, performance or achievements expressed or implied in the forward-looking statements.  We do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events.
Background
The Company (through its subsidiaries) provides turn-key wireless infrastructure services for wireless carriers, tower companies and equipment manufacturers, and distributes and services a comprehensive line of electronics and hardware for the telecommunications industry. The Company was incorporated under the laws of Oklahoma in September 1989 as “ADDvantage Media Group, Inc.”  In December 1999, its name was changed to ADDvantage Technologies Group, Inc. In 2019, the Company moved its headquarters from Broken Arrow, Oklahoma to Carrollton, Texas and acquired Fulton Technologies, Inc. (“Fulton”) on January 4, 2019, which established the Company’s Wireless Infrastructure Services segment. The Company’s Telecommunications segment operates through its subsidiaries, Nave Communications Company (“Nave”) and ADDvantage Triton, LLC (“Triton”).
Our wireless infrastructure subsidiary provides services such as wireless macro site development, distributed antenna systems, small cells and project management expertise with national and regional scalability. Fulton's expertise includes site modifications, tower retrofits, including 5G, civil construction, tower erection, utility installation and testing, site acquisition including leasing, zoning and permitting, design and A&E.architect-engineering services.
For our telecommunications subsidiaries, we sell new, surplus-new and refurbished equipment that we purchase in the market as a result of telecommunications system upgrades or overstock supplies.  We maintain one of the industry's largest inventories of new and used equipment, which allows us to expedite delivery of system-critical products to our customers. In addition, we offer our customers decommissioning services for surplus and obsolete equipment, which we in turn process through our recycling program. We continually evaluate new product offerings in the broader telecommunications industry as technology evolves and upgrade our product offerings to stay current with our customer’s technology platforms.
Website Access to Reports
Our public website is www.addvantagetechnologies.com.  We make available, free of charge through the “Investor Relations” section of our website, our annual reports to stockholders, annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (“SEC”).  Any material we file with or furnish to the SEC is also maintained on the SEC website (www.sec.gov).
The information contained on our website, or available by hyperlink from our website, is not incorporated into this Form 10-K or other documents we file with, or furnish to, the SEC.  We intend to use our website as a means of
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disclosing material non-public information and for complying with our disclosure obligations under Regulation FD.  Such disclosures will be included on our website in the “Investor Relations” section.  Accordingly, investors should monitor such portions of our website, in addition to following our press releases, SEC filings and public conference calls and webcasts.
Operating SegmentsChange in year end
During 2019,In September 2022, the Company changed its organizational structure withCompany's Board of Directors approved a change in the acquisition of Fulton andCompany's fiscal year end from September 30 to December 31, effective for the sale of the Cable Television (“Cable TV”) segment.fiscal year beginning January 1, 2022. As a result of these changes, information that the Company’s management team regularly reviewschange in year end, the Company filed a Transition Report on Form 10-Q for purposes of allocating resources and assessing performance changed.  the period from October 1, 2021 through December 31, 2021.
Operating Segments
The Company’s current reportable segments are Wireless Infrastructure Services (“Wireless”) and Telecommunications (“Telco”).   The Cable TV segment was sold on June 30, 2019.  Therefore, the Company has classified the Cable TV segment as discontinued operations (see Note 4 – Discontinued Operations).
Products and Services
Wireless Segment
We provide turn-key wireless infrastructure services for the four major U.S. wireless carriers, communication tower companies, national integrators, and original equipment manufacturers that support these wireless carriers.  These services primarily consist of the installation and upgrade of technology on cell sites and the construction of new small cells for 5G.

As part of the Fulton acquisition, we were able to hire and retain the majority of Fulton’s existing employee base.  Fulton now has approximately 10090 employees.  Fulton performs equipment installations, upgrades and maintenance services for its customers primarily on communication towers. Having the proper safety record, training capability and quality oversight is paramount in the industry. Fulton has prided itself in performing work in a safe and timely manner and delivering high-quality services to its Clients.clients. Demand for tower equipment installation and upgrade services will soon again be at an all-time high sometime in the 2nd half of calendar 2021.has notably increased as observed. We expect this trend to continue for the foreseeable future as wireless carriers continue to add capacity, expand their networks and upgrade their current technology for high speed connectivity to 5G.

Fulton also supports the installation and support of temporary tower locations.  This niche and growing business includes the erection of temporary towers to allow for the maintenance of permanent locations without causing a degradation of wireless coverage in the area.  In addition, Fulton provides temporary tower solutions for special events that require an increase of coverage and capacity for festivals, concerts and sporting events.  Fulton has an inventory of temporary poles of different sizes and uses a unique installation process for the quick deployment of a tower location with little to no environmental impact. Our Special Event tower business was impacted severely during fiscal year 2020 due to Covid-19 and the government restrictions on large crowds and meetings for safety reasons. Summer festivals, county fairs, large sporting events and the Democratic National Convention in Milwaukee were all canceled.
Telco Segment
The Telco segment provides quality new and used telecommunication networking equipment, including both central office and customer premise equipment, to its customer base of telecommunications providers, enterprise customers and resellers by utilizing its inventory from a broad range of manufacturers as well as other supply channels.  This segment also offers its customers repair and testing services for telecommunications networking equipment.  In addition, this segment offers its customers decommissioning services for surplus and obsolete equipment, which it in turn processes through its recycling program.partner.
Central Office Equipment – Central office equipment includes optical transport, switching, and data center equipment on a customer’s communication network.  Optical equipment products aggregate and transport internet traffic; switching equipment products originate, terminate and route voice traffic; and data equipment products transport internet and voice over internet protocol traffic via routers.

Customer Premise Equipment  – Consumer premise equipment includes integrated access devices, channel banks, internet protocol private branch exchange or IP PBX phones, and routers that are placed inside the customer site that will receive the communication signal from the communication services provider. This piece of our Telco
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business was severely impacted by the closing of all major office complexes throughout the US in 2020. It has slowly been recovering but at September 30, 2020 was not completely back to normal.
In addition, we offer our customers decommissioning services for surplus and obsolete telecom equipment, which we then process through oura Responsible Recycling (“R2”) -certifiedcertified recycling program.partner.
Revenues by Geographic Areas
Our revenues by geographic areas were as follows for the yearsyear ended December 31, 2022, the transition period of three months ended December 31, 2021, and the year ended September 30, 2020 and 2019,2021, in thousands:
Year EndedThree Months EndedYear Ended
December 31,December 31,September 30,
20202019202220212021
United StatesUnited StatesUnited States
WirelessWireless$21,354 $22,919 Wireless$30,813 $7,119 $20,708 
TelcoTelco26,880 29,789 Telco60,021 10,480 36,799 
Canada, Central America, Asia, Europe, Mexico, South America and Other
InternationalInternational
TelcoTelco1,948 2,410 Telco6,194 1,091 4,653 
$50,182 $55,118 $97,028 $18,690 $62,160 
Revenues attributed to geographic areas are based on the location of the customer.  All of our long-lived assets are located within the United States.
Sales and Marketing
Wireless Segment
The Wireless segment accounted for 43%32%, 38%, and 41%33% of consolidated revenues for the yearsyear ended December 31, 2022, the transition period of three months ended December 31, 2021, and the year ended September 30, 2020 and 2019,2021, respectively. In 2020,2022, wireless tower and small celltemporary tower services, including the procurement of the requisite materials, represented substantially all of the Wireless segment’s revenues.  In this segment, we market and sell our productsservices to wireless carriers, wireless equipment providers and tower companies.
Telco Segment
The Telco segment accounted for 57%68%, 62%, and 58%67% of consolidated revenues for the yearsyear ended December 31, 2022, the transition period of three months ended December 31, 2021, and the year ended September 30, 2020 and 2019,2021, respectively. Sales of new products in 2022 represented 29%16% of revenues and refurbished products represented 66%83%. Repair services, represented less than 1% of Telco sales.  Recyclerecycle sales and other services contributed the remaining 4%1% of Telco segment revenues. In this segment, we market and sell our products to franchise and private MSOs,multiple-system operators,, telecommunication companies, system contractors, other industry resellers, enterprise customers and directly to consumers via on-lineonline sales. Our sales and marketing are predominantly performed by our experienced internal sales and customer service staff, outside sales representatives located in various geographic and strategic areas of the country, and many on-lineonline sales channel platforms such as our own website, Amazon, Walmart, eBay and Newegg.  The majority of our sales activity is generated through customer relationships developed by our sales personnel and executives, referrals from manufacturers we represent, and on-lineonline advertising.
We maintain a wide breadth of new and used products and many times can offer our customers same day shipments.  We believe we carry one of the most diverse inventories of any telecommunication product reseller in the country, and we have access to additional inventory via our various supply channels.  We believe our investment in on-hand inventory, our product supply channels, and our experienced sales and customer service team create a competitive advantage for us.
Suppliers
The Telco segment primarily purchases its used inventory from telecommunication companies and wholesale suppliers that have excess equipment on hand or have upgraded their systems or from other resellers in this industry.
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Seasonality
In the Wireless segment, the services that we provide on our customers’ wireless towers are outdoors and can be damaged by storms and power surges. Consequently, we can experience increased demand on certain product offerings during the months between late spring and early fall when severe weather or consistent rain tends to be more prominent than at other times during the year. Winter months are generally slower due to the cold weather conditions, and the inability to access wireless towers during periods of heavy snow and ice.
In the Telco segment, we do not anticipate that quarterly operating results will generally be impacted by seasonal fluctuations, other than normal business fluctuations during the winter holiday season.
Competition
Wireless Segment

The wireless infrastructure services business competes with other wireless service companies on a local, regional or national basis. In some areas, Fulton provides services that its customers can also provide utilizing their in-house personnel. However, most of the direct competition in the Wireless segment is regionally based from companies of a similar size. In niche areas of service, like our Special Events COW and Temporary Pole business in the Midwest and in certain markets, the Wireless segment has few competitors due to its expertise and the required investment in equipment and assets. The level of competition can vary based on demand characteristics in certain markets.
For the Wireless segment, we believe our differentiation from other service providers in the marketplace is primarily the following:
Past performance and experience developed over 30 years;
Robust safety organization;
Ability to recruit and retain personnel and a Midwest workforce of long-tenured personnel of 20 to 30-plus years of service;
Broad range of multi-year master service agreements in place with Carriers, OEM’s, Tower Ownerscarriers, original equipment manufacturers (OEM’s), tower owners and Integrators;integrators;
Industry relationships; and
Having a diversified offering of services based on know-how and equipment.
Telco Segment
The overall telecommunications equipment industry is highly competitive.  We compete with numerous resellers in the marketplace that sell both direct and on-line.online.
For the Telco segment, we believe our differentiation from other resellers includes:
Broad range of new, refurbished and used inventory, which allows us to meet our customers’ timing needs;
Ability to source unique and sometimes rare, high demand inventory;
Offer a range of repair and testing capabilities to help improve the quality of our inventory as well as offering repair and testing of equipment as a service to our customers and vendors;
Experienced sales support staff that maintain strong and longstanding relationships with our customers;
Sales force that has a strong technical knowledge of the products we offer;
Quality certifications:  TL9000 (telecommunications quality certification), ISO 14001 (environmental management certification), OHSAS18000 (occupational safety and health management certification), and R2 (EPA responsible recycling practices for electronics); and
Provide multiple services for our customers including deinstallation and decommission of products, storage and management of spare inventory and recycling.
Working Capital Practices
Working capital practices in our business differ by segment. In the Wireless segment, we utilize quick payment accounts receivable programs with our major customers and our bank to decrease the amount of time between project completion and payment. The majority of working capital needs result from the payment of project related costs before invoicing the customer. This includes personnel, subcontractors, equipment rentals and materials.  Although the quick payment programs are in place to accelerate receivable payments, working capital is necessary to complete the jobs and provide the necessary closeout packages required for customer approval. In addition, we also have access to our revolving bank line of credit to meet our working capital needs.
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In the Telco segment, working capital centers onwe utilize quick payment accounts receivable programs with our bank to decrease the time between sale of inventory and accounts receivable.collection.  We choose to carry a relatively large volume of inventory due to our on-hand, on-demand business model.  We typically utilize excess cash flows to reinvest in inventory to maintain or
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expand our product offerings. The greatest need for working capital occurs when we make bulk purchases of surplus-new and used inventory, or when our OEM suppliers offer additional discounts on large purchases. Our working capital requirements are generally met by cash flows from operations
On March 17, 2022, the Company replaced its $3.0 million credit facility for its Nave and our revolving bank line of credit.

The Company has a $4.0 million revolving line of credit agreementTriton subsidiaries with its primary financial lender which had a maturity date of December 17, 2020. On December 16, 2020,with new accounts receivable purchase facilities. The Company also restructured its accounts receivable purchase facilities secured by the Company’s Fulton subsidiary’s receivables. With the new and restructured receivables purchase facilities, the Company renewedhas an overall capacity to factor its revolving bank line of credit for one year to a maturity date of December 17, 2021.  As part of this renewal, the revolving bank line of credit remained $4.0 million, or the sum of 80% of eligible accounts receivable and 60% of eligible inventory, as defined by the loan agreement, with quarterly interest payments based on Wall Street Journal Prime Rate ("WSJP"), floating, with the addition of a 4% floor rate and a fixed charge coverage ratio of 1.25x to be tested quarterly beginning June 30, 2021. We expect to have sufficient funds available from our cash on hand, future cash flows, quick payment accounts receivable programs and the bank revolving line of credit to meet our$19.0 million for working capital needs for the foreseeable future.needs.
Significant Customers
During the year ended December 31, 2022, one wireless customer accounted for 17% of consolidated revenues, and 52% of our Wireless segment revenues. Our top five Wireless customers accounted for 29% of consolidated revenues and 92% of Wireless segment revenues during fiscal year 2022. One Telco customer accounted for 11% of consolidated revenues, and 17% of Telco segment revenues. Our top five Telco customers accounted for 32% of consolidated revenues and 47% of Telco segment revenues during fiscal year 2022.
During the transition period of three months ended December 31, 2021, one wireless customer accounted for 26% of consolidated revenues, and 68% of our Wireless segment revenues. Our top five Wireless customers accounted for 36% of consolidated revenues and 95% of Wireless segment revenues during fiscal year 2022. One Telco customer accounted for 11% of consolidated revenues, and 17% of Telco segment revenues. Our top five Telco customers accounted for 26% of consolidated revenues and 43% of Telco segment revenues during the transition period of three months ended December 31, 2021.
During the year ended September 30, 2020,2021, though we were not dependent upon a single or few customers to support our consolidated revenues, our Wireless segment realized increased concentration in revenues from our largest customers. A singleone wireless customer AT&T Mobility, accounted for 14%10% of consolidated revenues, and 32%31% of our Wireless segment revenues. Our top five Wireless customers accounted for 33%28% of consolidated revenues and 77%84% of Wireless segment revenues during fiscal year 2020.
During the year ended September 30, 2019, we were not dependent upon a single or few customers to support our consolidated revenues. Sales to our largest2021. One Telco customer accounted for approximately 12%18% of our consolidated revenues, inand 27% of Telco segment revenues. Our top five Telco customers accounted for 30% of consolidated revenues and 45% of Telco segment revenues during fiscal year 2019. Sales to our largest five customers, four of which were in the Wireless segment and one in the Telco segment, were 37% of our consolidated revenues in 2019.2021.
Impact of Inflation on Operations
Inflation in the United States has been relatively low in recent years and did not have a material impact on our results of operations for the fiscal yearsyear ended December 31, 2022. For the fiscal year ended September 30, 2020 and 2019.2021, component price increases were observed in the fiscal fourth quarter, which negatively impacted our gross margins in the Wireless segment.
Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Personnel
At September 30, 2020,December 31, 2022, we had 124147 employees, including 123145 full-time employees.  Management considers its relationships with its employees to be excellent.  Our employees are not unionized, and we are not subject to any collective bargaining agreements.
Item 2.    Properties.
Each subsidiary leases property for office, warehouse and service center facilities. Our corporate headquarters is located in Carrollton, Texas. Our Wireless Segment leases additional space in Chicago, Illinois, and our Telco Segment has operations in Miami, Florida and Huntsville, Alabama.Florida. We believe that our current facilities are adequate to meet our needs.
The Company has a right-of-use for a buildingsbuilding in Minneapolis, Minnesota and Jessup, Maryland which werewas no longer being used in operations. The MinnesotaMaryland property was subleased as of December 31, 2022 and the Maryland property was partially subleased at September 30, 2020.will end in November, 2023.
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Item 3.    Legal Proceedings.
From time to time in the ordinary course of business, we are a party to various types of legal proceedings.  We do not believe that these proceedings, individually or in the aggregate, will have a material adverse effect on our financial position, results of operations or cash flows.

Item 4. Mining Safety DisclosuresDisclosures.
Not applicable.
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PART II
Item 5.    Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
The table sets forth the high and low sales prices on the NASDAQ GlobalCapital Market under the symbol “AEY” for the quarterly periods indicated.
Year Ended September 30, 2020HighLow
HighLow
Year Ended December 31, 2022Year Ended December 31, 2022
First QuarterFirst Quarter$2.85$1.85First Quarter$1.75$1.09
Second QuarterSecond Quarter$6.49$1.80Second Quarter$1.49$1.05
Third QuarterThird Quarter$4.40$1.50Third Quarter$2.28$1.23
Fourth QuarterFourth Quarter$3.47$1.87Fourth Quarter$2.30$1.27
Year Ended September 30, 2019HighLow
Three Months Ended December 31, 2021Three Months Ended December 31, 2021$2.45$1.64
Year Ended September 30, 2021Year Ended September 30, 2021
First QuarterFirst Quarter$1.60$1.25First Quarter$4.24$1.80
Second QuarterSecond Quarter$1.50$1.32Second Quarter$3.59$2.50
Third QuarterThird Quarter$1.98$1.23Third Quarter$2.92$1.90
Fourth QuarterFourth Quarter$2.20$1.57Fourth Quarter$2.82$2.18
Holders
At DecemberMarch 15, 2020,2023, we had approximately 5080 shareholders of record and, based on information received from brokers, there were approximately 1,3004,600 beneficial owners of our common stock.
Dividend policy
We have not declared or paid any cash dividends on our common stock, and we do not currently anticipate paying any cash dividends on our common stock in the foreseeable future. We currently intend to retain all future earnings to fund the development and growth of our business. Any future determination relating to our dividend policy will be at the discretion of our board of directors and will depend on our results of operations, financial condition, capital requirements and other factors deemed relevant by our board.
Item 6.    Selected Financial Data.
Not applicable.[Reserved]
Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of financial condition and results of operations should be read in conjunction with our consolidated historical financial statements and the notes to those statements that appear elsewhere in this report.  Certain statements in the discussion contain forward-looking statements based upon current expectations that involve risks and uncertainties, such as plans, objectives, expectations and intentions.  Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors.
General
The Company reports its financial performance based on two external reporting segments: Wireless and Telecommunications.  These reportable segments are described below.
Wireless Infrastructure Services (“Wireless”)
On January 4, 2019, the Company purchased substantially allThe Company's Wireless Segment, which consists entirely of the net assets of Fulton, which comprises the Wireless segment. Fulton, provides turn-key wireless infrastructure services for the four major U.S. wireless carriers, communication tower companies, national
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integrators, and original equipment manufacturers that support these wireless carriers.  These services primarily consist of the installation and upgrade of technology on cell sites and the construction of new small cells for 5G.
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Telecommunications (“Telco”)
The Company’s Telco segment sells new and refurbished telecommunications networking equipment, including both central office and customer premise equipment, to its customer base of telecommunications providers, enterprise customers and resellers located primarily in North America. This segment also offers its customers repair and testing services for telecommunications networking equipment. In addition, this segment offers its customers decommissioning services for surplus and obsolete equipment, which it in turn processes through itsa recycling program.partner.
Recent Business Developments
COVID-19Change in year end

On March 11, 2020,In September 2022, the World Health Organization declared the current outbreakCompany's Board of COVID-19 to beDirectors approved a global pandemic, and on March 13, 2020, the United States declared a national emergency. In response to these declarations and the rapid spread of COVID-19, federal, state and local governments have imposed varying degrees of restrictions on business and social activities to contain COVID-19, including quarantine and “stay-at-home” or “shelter-in-place” orders in markets where we operate. Despite these “stay-at-home” or “shelter-in-place” orders, we are classified as an essential business due to the services and products we provide to the telecommunications industry. Therefore, we continue to operatechange in the markets we serve, but most of our back-office and administrative personnel were workingCompany's fiscal year end from home through September 30 2020. Although we can continue to operate our businesses, our revenues have slowed, especially in our Wireless segment, due toDecember 31, effective for the carriers slowing down various wireless tower projects. We have not experienced a material disruption in our supply chain to date; however, we expect COVID-19 could materially negatively affect the supply chain, customer demand for our telecommunications products or further delay wireless carriers’ infrastructure build plans in the coming months asfiscal year beginning January 1, 2022. As a result of the disruption and uncertainty it is causing. There is considerable uncertainty regardingchange in year end, the extent to which COVID-19 will continue to spread andCompany filed a Transition Report on Form 10-Q for the extent and duration of governmental and other measures implemented to try to slow the spread of COVID-19, such as large-scale travel bans and restrictions, border closures, quarantines, shelter-in-place orders and business and government shutdowns. Restrictions of this nature have caused, and may continue to cause, us, our subcontractors, suppliers and other business counterparties to experience operational delays.

In response to COVID-19, we have taken a variety of measures to ensure the availability of our critical infrastructure, promote the health and safety of our employees, and support the communities in which we operate. These measures include providing support for our customers as reflected in the FCC's "Keep Americans Connected" pledge, requiring work-from-home arrangements for a large portion of our workforce and imposing travel restrictions for our employees where practicable, canceling physical participation in meetings, events and conferences, and other modifications to our business practices. We will continue to actively monitor the situation and may take further actions as may be required by governmental authorities or that we determine are in the best interests of our employees, customers, business partners and stockholders.

While we continue to assess the COVID-19 situation, the extent to which the COVID-19 pandemic may impact our business, operating results, financial condition, or liquidity in the future will depend on future developments, including the duration of the outbreak, travel restrictions, business and workforce disruptions, and the effectiveness of actions taken to contain and treat the virus.period from October 1, 2021 through December 31, 2021.
Wireless Segment Operating Results
During 2020,2022, Fulton achieved revenues of $21.4$30.8 million.  As part of the 2019 acquisition, we hired and retained the majority of Fulton’s existingFulton has maintained a strong employee base, and we continue to successfully recruit strong industry talent throughout the business to help us implement operational improvements with a focus on improving our quality and project margins.  We also have a large part of our workforce made up of reliable, high quality subcontractors that give us the ability to flex up and down with the changes in workload and to ramp up quickly for new programs. We are seeingexpecting increased opportunitiesactivity in the industry as wireless carriers prepare for the roll out of 5G and the required densification of their networks.  We believe the recent merger news in the industry will present additional opportunities as networks are rationalized and a new carrier potentially expands their network to gain market share.  Our goal is to solidify our processes and project oversight to successfully and profitably take advantage of new growth opportunities as the 5G expansion becomes essential. We believe the initial stages of integration with ADDvantage have been successful and Fulton will continue to provide strong revenue growth and gradually improving margins.
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Telco Segment
The Telco segment achieved revenues of $66.2 million during 2022. We continue to see efficiencies from the operational restructuring put in place during 2019, which enabled us to focus our core team on sales procurement and recycling opportunities. We are also ramping up our repair activities to take advantage of our new capabilities as we further expand our business lines. Our teams across bothprocurement. Both Nave and Triton have strong experiencegrew over 40% year-over-year in online marketing.2022.
At Triton, our facility is designed to streamline our processes, including inventory management, shipping and receiving and the refurbishment operations. We have developed the internal systems necessary to expand our refurbishment capabilities and new equipment sales by adding additional product lines and manufacturers. We have also increased our focus on the brokerage business and internet sales by expanding our sales channels. We believe that Triton is poised to expand, capturecapturing additional market share and developdeveloping new customers. 
LineOur Nave business experienced significant upside during the year related to the global chip shortage along with expansion of Creditour offerings to both wireless and Notes Payable
Subsequentoptical network carriers to September 30, 2020, the Company renewed its revolving bank line of creditsupport both wireless and broadband connectivity for one year to a maturity date of December 17, 2021.  As part of this renewal, the revolving bank line of credit remained $4.0 million, or the sum of 80% of eligible accounts receivableoptical and 60% of eligible inventory, as defined by the loan agreement, with quarterly interest payments based on WSJP, floating, with the addition of a 4% floor rate and a fixed charge coverage ratio of 1.25 to be tested quarterly beginning June 30, 2021.IP transport.
Results of Operations
YearComparison of Operating Results for the Years Ended December 31, 2022 and September 30, 2020, compared to Year Ended September 30, 2019 (all references are to fiscal years)2021
Consolidated
Consolidated sales decreased $4.9increased $34.8 million, or 9%56%, to $50.2$97.0 million for 20202022 from $55.1$62.2 million for 2019.2021.  The decreaseincrease in sales was related to $1.6 million in the Wireless segment and $3.4an increase of $24.7 million in the Telco segment mainly attributable to delays in capital spending by our major wireless customers as they transitioned budgets from 4G to 5G, and the decrease inincreased demand for office telecommunicationsrefurbished network equipment resulting from the global chip shortage. Sales for the Wireless segment increased $10.1 million as consumers shifteda result of the 5G network rollout.
Consolidated gross profit increased $11.6 million, or 72%, to work-from-home.$27.8 million for 2022 from $16.1 million for 2021.  Telco gross profit increased $9.3 million and our Wireless segment gross profit increased $2.3 million. The improvement in gross profit was due to strong demand in our Telco segment fueled by global supply issues, along
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with expansion of our offerings to both wireless and optical network carriers to support both wireless and broadband connectivity for optical and IP transport.
Consolidated operating expenses include indirect costs associated with operating our business. Indirect costs include indirect personnel costs, facility costs, vehicles, fuel, insurance, communication, and business taxes, among other cost categories. Operating expenses increased $1.8$0.5 million to $8.2$9.8 million for the twelve months ended September 30, 2020December 31, 2022 compared with $6.4$9.3 million for the same period lastprior year. The increase in operating expenses was due primarily to a full yearour investment in our regional growth strategy to meet the demand of operating expenses forour customers in the Wireless segment, in 2020 compared to nine months of expenses included in the previous year, additional facility costs as a result of moving into Triton’s new facility in the first fiscal quarter of 2020 and additional personnel costs.
Consolidated gross profit decreased $1.8 million, or 13%, to $11.7 million for 2020 from $13.5 million for 2019.  Telcom gross profit decreased $2.0 million due to write-downs of Telcom inventory, partially offset by an increase in gross margin in our Wireless segmentcost control measures instituted by the Company during the latter part of $0.2 million.the first quarter and continuing throughout 2022.
Consolidated selling, general and administrative ("SG&A") expenses include overhead costs, which primarily consist of personnel costs, insurance, professional services, and communication, among other less significant cost categories. SG&A expense increased $1.8$0.7 million or 28%5% to $8.2$15.6 million in 20202022 compared to $6.4$14.9 million in 2019. Increased2021. The increase in SG&A relates primarily to increased selling and general and administrative expense during 2020 were relatedcommissions expenses to increased amortization of share-based compensation expense of $0.7 million and increased costs for facilities and information technology of $0.5 million as we moved our headquarters to Carrollton, Texas.
The Company recorded impairment charges of $8.7 million on intangibles including goodwill and $0.7 million on its right-of-use asset Telco Segment for the year ended September 30, 2020. See Note 1. Summary of Significant Accounting Policies and Note 10. Leases in the consolidated financial statements for further discussion of impairments.support higher revenues.
The income tax benefit from continuing operationsprovision (benefit) was $1.2$8 thousand for 2022 and $(0.1) million for 2020 and $13,000 for 2019,2021, or an effective tax benefit rate of 6.7%1.7% and 0.3%(0.8)%, respectively. The benefitincome tax provision in 2020fiscal 2022 was as athe result of the CARES Act, the Company took advantage of a provision to carry back net operatingState income taxes which were not offset by losses generated in 2018 through 2020 for a period of five years. As a result, the Company’s effective tax rate included anfrom other subsidiaries. The income tax benefit recognized duringin fiscal 2021 was the year ended September 30, 2020 related to tax losses generated during the fiscal year up to the amount that the Company estimates is realizable based upon taxable incomeresult of an increase in the carry back periods. Therefore, as of September
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30, 2020,valuation allowance against our deferred tax assets, offset by certain refundable credits generated in the Company recorded a $1.2 million of income tax receivable and recorded a current benefit for income taxes.fiscal year. The Company continues to provide a valuation allowance of $6.4$9.1 million for net deferred assets where the Company believes it is more likely than not that those deferred taxes will not be realized.
Segment results
Wireless
Revenues for the Wireless segment were $21.4$30.8 million and $23.0$20.7 million for the years ended December 31, 2022 and September 30, 2020 and 2019,2021, respectively, a decreasean increase of 7%49%. Our Midwest operation was impacted byThe growth in revenues over the crowd restrictions placed by government agencies for public safety due to Covid-19. We estimate that about $4 million in revenue was lost dueprior year relates to the cancellation of summer festivals, county fairs, air shows, professional sporting events and the DNC convention in Milwaukee which all traditional require us to build large, complex temporary Cell Sites on Wheels ("COWs") that are also highly profitable. We also were impacted by a significant lag in construction activity due to the delayed approval by the Justice Departmentpace of the Sprint-T-Mobile merger and other delays in building out 5G infrastructure resulted from the COVID-19 pandemic.services activity undertaken on behalf of our expanded customer base.
Gross profit increased $0.2was $8.6 million, year over year, and gross margins were 31% andor 28% for the yearsyear ended December 31, 2022 and $6.3 million, or 30%, for the year ended September 30, 20202021. The decrease in the gross profit percentage was the result of new business with a major customer at a lower margin level caused by deploying to new markets and 2019, respectively.related startup costs, and as a result of a couple of non-profitable markets, due to lower volume commitments from some customers, which we have exited.
Operating, selling, general and administrative expenses were $10.2Loss from operations was $4.8 million and $7.9$6.9 million for the years ended December 31, 2022 and September 30, 2020 and 2019. This increase2021, respectively. The decrease is mainly attributable to the inclusion of a full year of expense during 2020 compared to approximately nine months of expense during 2019. During 2019, these expenses included $0.2 million of acquisition costsincrease in connection with the acquisition of Fulton as well as integration expenses of $0.3 million.revenues and improvements in operating efficiencies.
Telco
Revenues for the Telco segment were $28.8$66.2 million and $32.2$41.5 million for the years ended December 31, 2022 and September 30, 2020 and 2019,2021, respectively, a decreasean increase of $3.4$24.7 million, or 10%59%. The decrease inincrease was related to increased sales resulted from decreased spending on office telecommunicationsof used and refurbished equipment as workers sheltered-in-place during the COVID-19 pandemic.a result of global supply chain constraints along with expansion of our offerings to both wireless and optical network carriers to support both wireless and broadband connectivity for optical and IP transport.
Gross profit decreased $2.0increased $9.3 million, or 28%95%, to $5.1$19.2 million for the year ended December 31, 2022 compared to $9.9 million for the year ended September 30, 20202021.  Gross margin was 29% and 24% for the years ended December 31, 2022 and September 30, 2021, respectively. Gross margin increased primarily as a result of the segment's increase in revenues coupled with an increase in gross profit percent by 5% due to price elasticity associated with global supply chain issues.
Income from operations was $6.3 million for the year ended December 31, 2022 compared to $7.1a loss of $2.4 million for the year ended September 30, 2021. The increase was attributable to the increase in revenue and the aforementioned improvements.
Comparison of Operating Results for the Three Months Ended December 31, 2021 and December 31, 2020
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Consolidated
Consolidated sales increased $6.0 million, or 47%, to $18.7 million for the three months ended December 31, 2021 from $12.7 million for the three months ended December 31, 2020.  The increase was primarily due to a $1.9 million increase in Wireless revenue related to 5G tower work, and an increase of $4.1 million in Telco revenue due to increased demand for refurbished telecommunications equipment sold by the Telco segment.
Consolidated gross profit was $4.6 million, or 25% gross margin, compared to gross profit of $3.6 million, or 28% gross margin, for the same period last year. The net changes in gross profit were due to higher overall sales in both the Wireless and Telco segments, and the decrease in gross margin as a percent of sales was due to investments made with a new wireless customer and the impact of the Company onboarding new crews in anticipation of near-term wireless revenue increases.
Consolidated operating expenses increased $0.5 million to $2.5 million for the three months ended December 31, 2021 compared to $2.0 million the same period last year. The increase reflects the Company's investment in its regional growth strategy related to expected 5G infrastructure growth.
Consolidated SG&A expense increased $0.5 million, or 15%, to $3.7 million for the three months ended December 31, 2021 from $3.2 million for the same period last year. Gross margin was 18%The increase in SG&A relates primarily to increased selling and 22%commissions expenses to support higher revenues.
Segment Results
Wireless
Revenues for the years ended September 30, 2020 and 2019, respectively. Gross margin decreased primarily dueWireless segment increased $1.9 million to an increase in obsolescence expense and lower of cost or net realizable value expense of $1.8 million.
Operating, selling, general and administrative expenses were $7.3 million and $8.3$7.1 million for the yearsthree months ended September 30,December 31, 2021 from $5.2 million for the same period of 2020. The growth in revenues over the prior year relates to the pace of the 5G services activity in 2021.
Gross profit was $1.5 million, or 21% for the three months ended December 31, 2021 and $1.6 million, or 31%, for the three months ended December 31, 2020. The decrease in the gross profit percentage was the result of new business with a major customer at a lower margin level, along with continuing investment in our regional growth strategy associated with anticipated 5G infrastructure build outs, which includes the expansion and training of new wireless service crews.
Loss from operations was $2.3 million and $1.1 million for three months ended December 31, 2021 and 2020, and 2019 respectively. IncludedThe increase is mainly attributable to investment in operating expenseour regional growth strategy associated with anticipated 5G infrastructure build outs.
Telco
Revenues for the Telco segment is $0.7increased $4.1 million of right-of-use ("ROU") lease impairment expenseto $11.6 million for a facility that we vacated and impaired in the third quarterthree months ended December 31, 2021 from $7.5 million for the same period of 2020. The increase in revenues was related to increased sales of used and refurbished equipment as a result of global supply chain constraints along with expansion of our offerings to both wireless and optical network carriers to support both wireless and broadband connectivity for optical and IP transport..
Gross profit was $3.1 million, or 27% for the three months ended December 31, 2021 and $2.0 million, or 27% for the three months ended December 31, 2020. The increased gross profit was due primarily to increased revenues of $4.1 million.
Income from operations was $0.4 million for the three months ended December 31, 2021 compared to a loss of $0.8 million for the same period last year, primarily due to the reasons discussed above.

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Non-GAAP Financial Measure
Adjusted EBITDA is a supplemental, non-GAAP financial measure.  EBITDA is defined as earnings before interest expense, income taxes, depreciation and amortization.  Adjusted EBITDA as presented also excludes restructuring charge, stock compensation expense, gain on extinguishment of debt, impairment of intangibles and right of use assets, other income, other expense, interest income and income from equity method investment.  Adjusted EBITDA is presented below because this metric is used by the financial community as a method of measuring our financial performance and of evaluating the market value of companies considered to be in similar businesses.  Since Adjusted EBITDA is not a measure of performance calculated in accordance with GAAP, it should not be considered in isolation of, or as a substitute for, net earnings as an indicator of operating performance.  Adjusted EBITDA may not be comparable to similarly titled measures employed by other companies.  In addition, Adjusted EBITDA is not necessarily a measure of our ability to fund our cash needs.
A reconciliation by segment of loss from operations to Adjusted EBITDA follows:
For the year ended September 30, 2020For the year ended September 30, 2019
WirelessTelcoCorpTotalWirelessTelcoCorpTotal
Loss from operations$(4,420)$(14,226)$116 $(18,530)$(1,469)$(2,300)$(207)$(3,976)
Depreciation and amortization expense620 912 22 1,554 254 1,194 1,453 
Intangible Impairment— 8,714 — 8,714 — — — — 
Impairment of right of use asset— 660 — 660 — — — — 
Stock compensation expense11 554 574 62 137 — 199 
Adjusted EBITDA (a)(b)
$(3,789)$(3,931)$692 $(7,028)$(1,153)$(969)$(202)$(2,324)
follows, in thousands:
For the year ended December 31, 2022For the year ended September 30, 2021
WirelessTelcoTotalWirelessTelcoTotal
Income (loss) from operations$(4,792)$6,269 $1,477 $(6,864)$(2,433)$(9,297)
Depreciation and amortization expense749 485 1,234 715 513 1,228 
Stock compensation expense274 296 570 516 493 1,009 
Adjusted EBITDA (a) (b)
$(3,769)$7,050 $3,281 $(5,633)$(1,427)$(7,060)
Three Months Ended December 31, 2021Three Months Ended December 31, 2020
WirelessTelcoTotalWirelessTelcoTotal
Income (loss) from operations$(2,326)$424 $(1,902)$(1,105)$(809)$(1,914)
Depreciation and amortization expense220 125 345 152 129 281 
Stock compensation expense144 137 281 140 175 315 
Adjusted EBITDA$(1,962)$686 $(1,276)$(813)$(505)$(1,318)
(a)The Wireless segment includes acquisition expenses of $0.2 million and integration expenses of $0.3 million for the year ended September 30, 2019, related to the acquisition of Fulton (See Note 3 – Acquisition).
(b)The Telco segment includes an inventory obsolescence charge of $1.8$0.3 million and $0.7$0.4 million for the years ended December 31, 2022 and September 30, 2020 and 2019,2021, respectively.  In addition, the Telco segment includes a lower of cost or net realizable value charge of $0.1$0.2 million and $0.7$0.1 million for the years ended December 31, 2022 and September 30, 20202021, respectively.
(b)The Company allocates its corporate general and 2019, respectively.administrative expenses to the reportable segments. See Note 14 - Segment Reporting in the Consolidated Financial Statements for further discussion of segments.

Liquidity and Capital Resources
Liquidity and Capital Resources
At December 31, 2022 we had $3.7 million in cash and equivalents and restricted cash.
During fiscal 2022, the Company replaced its $3.0 million credit facility for its Nave and Triton subsidiaries with its primary financial lender with new accounts receivable purchase facilities. The Company also restructured its accounts receivable purchase facilities secured by the Company’s Fulton subsidiary’s receivables. With the new and restructured receivables purchase facilities, the Company has an overall capacity to factor its accounts receivable of $19.0 million for working capital needs. At December 31, 2022, the Company had $7.0 million utilized under the receivables purchase facilities, leaving $12.0 million available to the Company to purchase new receivables generated in 2023. The Company is evaluating various funding arrangements to supplement working capital, which could include the filing of a registration statement for the sale of equity, and the issuance of debt, either convertible or non-convertible, which might or might not include the issuance of warrants or shares associated with the transaction.
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Cash Flows Used inProvided by (Used in) Operating Activities
We finance our operations through cash flowsCash provided by operations, and our line of credit of up to $4.0 million. During 2020, cash used in operations(used in) operating activities was $3.8 million. We currently have cash of $8.4$2.2 million, $(0.9) million and availability under our bank line of credit of $0.5$(7.5) million for a total liquiditythe year ended December 31, 2022, the transition period of $8.9 million. Cash used in operations duringthree months ended December 31, 2021, and the year ended September 30, 2019 was $4.8 million.2021, respectively. Cash flows from operations in 2022 were positively impacted by net income of $0.5 million, net cash provided by working capital of $30 thousand primarily related to the reduction of receivables associated with our new accounts receivable purchase facilities, an increase in inventory,, and non-cash adjustments of $1.7 million, primarily depreciation, amortization, provision for excess and obsolete inventories, charge for lower of cost or net realizable value inventories, and stock based compensation expenses.
Cash Flows Provided by (Used in) Investing Activities

Capital expenditures and proceeds from asset sales are the main components of our investing activities. Cash provided by (used in) investing activities duringwas $0.3 million, $(0.1) million and $3.5 million for the year ended December 31, 2022, the transition period of three months ended December 31, 2021, and the year ended September 30, 2020 was $2.4 million, as we received2021, respectively. Cash flows from investing in 2022 consisted primarily of disposals of property and equipment, partially offset by purchases of property and equipment.
Cash Flows Provided by (Used in) Financing Activities
Cash (used in) financing activities consist primarily of repayments on our bank line of credit and payments of $2.6 million on financing lease obligations, partially offset by net proceeds from the note receivable related to the 2019 sale of the Cable Segment.our common stock using our shelf registration and proceeds from stock options exercised. Cash provided by investing(used in) financing activities duringwas $(1.3) million, $0.5 million and $(1.4) million for the year ended December 31, 2022, the transition period of three months ended December 31, 2021, and the year ended September 30, 2019 was $6.6 million, representing primarily cash proceeds from the 2019 sale of the Cable Segment, including sales of real property held in connection with Cable Segment operations
Cash Flows Provided by Financing Activities
Cash provided by financing activities during the year ended September 30, 2020 was $8.2 million, related to borrowing under the note payable, bank line of credit, proceeds from share issuances, and borrowings under the Paycheck Protection Program ("PPP," "PPP loan"). On April 14, 2020, we received a PPP loan with our primary lender for $2.9 million, bearing interest at 1% per annum, with monthly payments of principal and interest in the amount of $164,045 commencing on November 10, 2020. The loan matures on April 10, 2022. We used the proceeds from the PPP loan for payroll-related expenses in accordance with the guidelines for the loan. We have applied for forgiveness of the PPP loan in accordance with the requirements and limitations under the CARES Act, the PPP Flexibility Act and SBA regulations and requirements.
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Liquidity and Capital Resources
At September 30, 2020 we had cash and equivalents and restricted cash on hand of $8.4 million and availability under our bank line of credit of $0.5 million, for a total liquidity of $8.9 million. We believe we have sufficient liquidity and capital resources to cover our operating losses and our additional working capital and debt payment needs. 
We continue to evaluate opportunities to expand our business through selective acquisitions and internal growth initiatives. Our capital investment decisions are determined by an analysis of the projected return on capital employed of each of those alternatives, which is substantially driven by the cost to acquire existing assets from a third party, the capital required to invest in new equipment and the point in the 5G densification cycle. Based on these factors, we make capital investment decisions that we believe will support our long-term growth strategy. Depending on the timing and scope of these opportunities, we may need to seek additional funding to finance the necessary working capital for such opportunities.2021, respectively.
Critical Accounting Policies and Estimates
Note 1 to the Consolidated Financial Statements in this Form 10-K for fiscal year 20202022 includes a summary of the significant accounting policies or methods used in the preparation of our Consolidated Financial Statements.  Some of those significant accounting policies or methods require us to make estimates and assumptions that affect the amounts reported by us. We believe the following items require the most significant judgments and often involve complex estimates.
General
The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  We base our estimates and judgments on historical experience, current market conditions, and various other factors we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results could differ from these estimates under different assumptions or conditions.  The most significant estimates and assumptions are discussed below.
Inventory Valuation
For our Telco segment, our position in the telecommunications industry requires us to carry relatively large inventory quantities relative to annual sales, but it also allows us to realize high overall gross profit margins on our sales.  We market our products primarily to telecommunication providers, telecommunication resellers, and other users of telecommunication equipment who are seeking products for which manufacturers have discontinued production or cannot ship new equipment on a same-day basis as well as providing used products as an alternative to new products from the manufacturer. Carrying these large inventory quantities represents our largest risk.
We are required to make judgments as to future demand requirements from our customers. We regularly review the value of our inventory in detail with consideration given to rapidly changing technology which can significantly affect future customer demand.  For individual inventory items, we may carry inventory quantities that are excessive relative to market potential, or we may not be able to recover our acquisition costs for sales that we do make.  In order to address the risks associated with our investment in inventory, we review inventory quantities on hand and reduce the carrying value when the loss of usefulness of an item or other factors, such as obsolete and excess inventories, indicate that cost will not be recovered when an item is sold.
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Our inventories are all carried in the Telco segment and consist of new and used electronic components for the telecommunications industry. Inventory is stated at the lower of cost or net realizable value, with cost determined using the weighted-average method. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.  At September 30, 2020,December 31, 2022, we had total inventory, before the reserve for excess and obsolete inventories, of $8.8$13.4 million, consisting of $1.3$2.3 million in new products and $7.5$11.1 million in used or refurbished products.
We identified certain inventory that more than likely will not be sold or that the cost will not be recovered when it is processed through our recycling program.recycling.  Therefore, we have an obsolete and excess inventory reserve of $3.1$3.9 million at September 30, 2020.December 31, 2022.  In 2020,2022, we increased the reserve by $1.8$0.3 million.  We also reviewed the cost of
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inventories against estimated market value and recorded a lower of cost or net realizable value write-off of approximately $60 thousand$0.2 million for inventories that have a cost in excess of estimated net realizable value.  If actual market conditions differ from those projected by management, this could have a material impact on our gross margin and inventory balances based on additional write-downs to net realizable value or a benefit from inventories previously written down.
Inbound freight charges are included in cost of sales. Purchasing and receiving costs, inspection costs, warehousing costs, internal transfer costs and other inventory expenditures are included in operating expenses, since the amounts involved are not considered a material component of cost of sales.
Accounts Receivable Valuation
Management judgments and estimates are made in connection with establishing the allowance for doubtful accounts. Specifically, we analyze the aging of accounts receivable balances, historical bad debts, customer concentrations, customer credit-worthiness, current economic trends and changes in our customer payment terms.  Significant changes in customer concentration or payment terms, deterioration of customer credit-worthiness, or weakening in economic trends could have a significant impact on the collectability of receivables and our operating results.  If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, an additional provision to the allowance for doubtful accounts may be required.  The reserve for bad debts was $250,000 and $150,000 at September 30, 2020$0.3 million as of December 31, 2022, 2021, and September 30, 2019, respectively.2021. At September 30, 2020December 31, 2022, 2021, and September 30, 2019,2021, accounts receivable, net of allowance for doubtful accounts, were $4.0$1.7 million, $6.5 million and $4.8$7.0 million, respectively.
Goodwill
Goodwill represents the excess of purchase price of acquisitions over the acquisition date fair value of the net identifiable tangible and intangible assets acquired. Goodwill is not amortized and is tested at least annually for impairment. We perform our annual analysis during the fourth quarter of each fiscal year and in any other period in which indicators of impairment warrant additional analysis. Goodwill is evaluated for impairment by first comparing our estimate of the fair value of each reporting unit, with the reporting unit’s carrying value, including goodwill. Our reporting units for purposes of the goodwill impairment calculation are the Wireless segment, Nave and Triton.

Management utilizes a discounted cash flow analysis to determine the estimated fair value of each reporting unit. Significant judgments and assumptions including the discount rate, anticipated revenue growth rate, gross margins and operating expenses are inherent in these fair value estimates. As a result, actual results may differ from the estimates utilized in our discounted cash flow analysis. The use of alternate judgments and/or assumptions could result in the recognition of different levels of impairment charges in the financial statements.

Due to our continued operating losses and the uncertainties surrounding the COVID-19 pandemic on the overall economy and the resulting impact on our Company, we determined that there were indicators to warrant us to test goodwill for impairment at March 31, 2020. We calculated a fair value using the income approach of both Nave and Triton to determine if the fair value exceeded their respective carrying values. For both Nave and Triton, the fair value for each was less than their respective carrying values after considering the intangible asset impairment. Therefore, we recorded an impairment charge of $4.8 million in the Telco segment as of March 31, 2020, which fully impaired goodwill for the Telco segment. Although we do not anticipate a future impairment charge, certain events could occur that might adversely affect the reported value of the remaining goodwill in the Wireless segment. Such events could include, but are not limited to, economic or competitive conditions, a significant change in technology, the economic condition of the customers and industries we serve, and a material negative change in the relationships with one or more of our significant customers or equipment suppliers. If our judgments and assumptions change as a result of the occurrence of any of these events or other events that we do not currently anticipate, our expectations as to future results and our estimate of the implied fair value of the Wireless segment also may change.
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Intangibles
Intangible assets that have finite useful lives are amortized on a straight-line basis over their estimated useful lives ranging from 3 to 10 years. Intangible assets are also tested for impairment when events and circumstances indicate that the carrying value may not be recoverable. Due to our continued operating losses and the uncertainties surrounding the COVID-19 pandemic on the overall economy and the resulting impact on our Company, we determined that there were indicators for us to test our intangible assets for impairment at March 31, 2020. It was determined that we needed to perform a specific fair value assessment for each of the intangible assets at both Nave and Triton as their individual undiscounted forecasted cash flows did not exceed their respective carrying values. We then performed a fair value assessment of each of the intangible assets and compared them to the individual carrying value amounts at March 31, 2020. As a result of this assessment, we recorded an impairment charge of $3.9 million related to the customer relationship intangibles in the Telco segment as of March 31, 2020. As of September 30, 2020, there were no further indicators of impairment.

Impairment of Long-Lived Assets
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the asset’s carrying amount may not be recoverable.  The Company conducts its long-lived asset impairment analyses in accordance with Accounting Standards Codification (“ASC”) 360-10-15, “Impairment or Disposal of Long-Lived Assets.”  ASC 360-10-15 requires the Company to group assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluate the asset group against the sum of the undiscounted future cash flows.  If the undiscounted cash flows do not indicate the carrying amount of the asset is recoverable, an impairment charge is measured as the amount by which the carrying amount of the asset group exceeds its fair value based on discounted cash flow analysis or appraisals. The Company recorded a $0.7 million impairment of a right-of-use asset in the Telco segment as of September 30, 2020, related to vacating and partially subleasing a leased facility. As of September 30, 2020, there were no further indicators of impairment.
Recently Issued Accounting Standards
Our consideration of recent accounting pronouncements is included in Note 1 - Summary of Significant Accounting Policies to the consolidated financial statementsConsolidated Financial Statements included in this annual report.
Off-Balance Sheet Arrangements
None.
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Item 8. Financial Statements and Supplementary Data.

Index to Financial StatementsPage
Consolidated Balance Sheets, December 31, 2022, 2021 and September 30, 2020 and 20192021
Consolidated Statements of Operations, Years ended Year Ended December 31, 2022, the Transition Period of Three Months Ended December 31, 2021, and the Year Ended September 30, 2020 and 20192021
Consolidated Statements of Changes in Shareholders’ Equity, Years ended Year Ended December 31, 2022, the Transition Period of Three Months Ended December 31, 2021, and the Year Ended September 30, 2020 and 20192021
Consolidated Statements of Cash Flows, Years endedYear Ended December 31, 2022, the Transition Period of Three Months Ended December 31, 2021, and the Year Ended September 30, 2020 and 20192021

1716


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of
ADDvantage Technologies Group, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of ADDvantage Technologies Group, Inc. and its subsidiaries (the Company) as of December 31, 2022, December 31, 2021, and September 30, 2020 and 2019,2021, and the related consolidated statements of operations, changes in shareholders' equity, and cash flows for the years thenyear ended December 31, 2022, the three months ended December 31, 2021, and the fiscal year ended September 30, 2021, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, December 31, 2021, and September 30, 2020 and 2019,2021, and the results of its operations and its cash flows for the years thenyear ended December 31, 2022, the three months ended December 31, 2021, and the fiscal year ended September 30, 2021, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purposes of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ HoganTaylor LLP
We have served as the Company’s auditor since 2006.
Tulsa, Oklahoma
December 17, 2020
Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Inventory valuation

As discussed in Note 1 to the financial statements, the Company assesses the recoverability of its inventory based on judgments and assumptions about future demand and market conditions. Future demand is determined based on historical sales and expected future sales. The Company reduces its inventory to its lower of cost or net realizable value on a part-by-part basis to account for its obsolescence or lack of marketability. Reductions are calculated as the difference between the cost of inventory and its net realizable value based upon the assumptions about future demand, market conditions, and costs.

We identified inventory valuation as a critical audit matter. The principal consideration for our determination that inventory valuation is a critical audit matter is that management's estimates of future demand and market conditions are subject to a high level of estimation uncertainty. Therefore, subjective and complex auditor judgment is necessary to evaluate the reasonableness of management's judgments and assumptions since historical results
17


may not be indicative of the future due to uncertainties arising from technological advances, industry consolidation and economic factors.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. Our audit procedures related to the inventory valuation reserve included the following, among others:

We evaluated the appropriateness and consistency of management's methods and assumptions used in developing their estimate of the inventory valuation reserve, which included consideration of recent changes in the Company's strategy and technology in the market.
We evaluated the appropriateness of specific inputs supporting management's estimate, including the age of on-hand inventory levels, historic inventory trends, salvage values, and projected sales used in the forecasted periods.
We tested the accuracy, completeness, and relevance of the reports and inputs used in the Company's analysis.
We evaluated management's calculation of the inventory valuation reserve by testing the mathematical accuracy of the Company's reserve calculation.

Revenue Recognition

For the year ended December 31, 2022, contract revenues recognized by the Company were $30.8 million for wireless service sales. As described in Note 1 of the financial statements, the Company generally recognizes revenues for these contracts over time as performance obligations are satisfied. The Company generally measures its progress towards completion using an input measure of total costs incurred divided by total costs expected to be incurred. In addition, the Company's estimate of transaction price includes variable consideration associated with claims only to the extent that a significant reversal would not be probable.

Recognition of revenue over time as performance obligations are satisfied for fixed price contracts is highly judgmental as it requires the Company to prepare estimates of total contract revenue and total contract costs, including costs to complete in-process contracts. These estimates are dependent upon a number of factors, including the accuracy of estimates made at the balance sheet date, such as progress, material quantities, labor productivity and cost estimates.
We identified revenue recognition as a critical audit matter. The principal consideration for our determination is contract revenue recognition is complex and highly judgmental due to the variability and uncertainty associated with estimating the costs to complete and amounts expected to be recovered from variable consideration. Changes in these estimates would have a significant effect on the amount of contract revenue recognized. Our audit procedures related to contract revenue recognition included the following, among others:

We obtained an understanding, evaluated the design effectiveness of controls that address the risk of material misstatement of contract revenue including those associated with cost to complete estimates for fixed price contracts and estimates of amounts expected to be recovered from variable consideration.

To evaluate the Company's determination of estimated costs to complete, we selected a sample of contracts and, among other things, inspected the executed contracts including any significant amendments; tested key components of the cost to complete estimates, including materials, labor, and subcontractors costs; compared actual project margins to historical and expected results; and recalculated revenues recognized.

We tested management's estimation process by performing a lookback analysis to evaluate projects completed in the current year compared to management's prior year estimates. We also performed a look forward analysis to evaluate projects completed subsequent to year end and compared to management's current year estimates.

/s/ Hogan Taylor LLP

We have served as the Company's auditor since 2006.
Tulsa, Oklahoma
March 21, 2023
18


ADDvantage Technologies Group, Inc.
Consolidated Balance Sheets
(in thousands, except share amounts)
September 30, December 31,December 31,September 30,
20202019 202220212021
AssetsAssets  Assets 
Current assets:Current assets:  Current assets: 
Cash and cash equivalentsCash and cash equivalents$8,265 $1,242 Cash and cash equivalents$2,552 $1,837 $2,608 
Restricted cashRestricted cash108 352 Restricted cash1,101 581 334 
Accounts receivable, net of allowances of $250 and $150, respectively3,968 4,827 
Accounts receivable, net of allowances of $262, $250 and $250, respectivelyAccounts receivable, net of allowances of $262, $250 and $250, respectively1,682 6,469 7,013 
Unbilled revenueUnbilled revenue590 2,691 Unbilled revenue5,005 2,219 2,488 
Promissory note, current1,400 1,400 
Income tax receivableIncome tax receivable1,283 21 Income tax receivable102 — — 
Inventories, net of allowance of $3,054 and $1,275, respectively5,756 7,626 
Inventories, net of allowance of $3,871, $3,567 and $3,476, respectivelyInventories, net of allowance of $3,871, $3,567 and $3,476, respectively9,563 5,653 5,922 
Prepaid expenses and other current assetsPrepaid expenses and other current assets884 806 Prepaid expenses and other current assets1,399 1,371 1,431 
Total current assetsTotal current assets22,254 18,965 Total current assets21,404 18,130 19,796 
Property and equipment, at cost:Property and equipment, at cost:Property and equipment, at cost:
Machinery and equipmentMachinery and equipment3,500 2,476 Machinery and equipment5,542 5,354 4,973 
Leasehold improvementsLeasehold improvements720 191 Leasehold improvements899 821 813 
Total property and equipment, at costTotal property and equipment, at cost4,220 2,667 Total property and equipment, at cost6,441 6,175 5,786 
Less: Accumulated depreciationLess: Accumulated depreciation(1,586)(836)Less: Accumulated depreciation(3,057)(2,558)(2,293)
Net property and equipmentNet property and equipment2,634 1,831 Net property and equipment3,384 3,617 3,493 
Right-of-use assets3,758 
Promissory note, long-term2,375 4,975 
Right-of-use lease assetsRight-of-use lease assets1,540 2,466 2,730 
Intangibles, net of accumulated amortizationIntangibles, net of accumulated amortization1,425 6,003 Intangibles, net of accumulated amortization709 1,027 1,107 
GoodwillGoodwill58 4,878 Goodwill58 58 58 
Other assetsOther assets179 176 Other assets123 128 128 
Total assetsTotal assets$32,683 $36,828 Total assets$27,218 $25,426 $27,312 
Liabilities and Shareholders’ Equity  
Current liabilities:  
Accounts payable$3,472 $4,731 
Accrued expenses1,499 1,618 
Deferred revenue113 97 
Bank line of credit2,800 
Notes payable, current1,709 
Right-of-use obligations, current1,275 
Finance lease obligations, current285 
Other current liabilities41 758 
Total current liabilities11,194 7,204 
Note payable2,440 
Right-of-use obligations, long-term3,310 
Finance lease obligations, long-term791 
Other liabilities15 177 
Total liabilities17,750 7,381 
Shareholders’ equity:
Common stock, $.01 par value; 30,000,000 shares authorized; 11,822,009 and 10,861,950 shares issued, respectively; 11,822,009 and 10,361,292 shares outstanding, respectively118 109 
Paid in capital(2,567)(4,377)
Retained earnings17,382 34,715 
Treasury stock, 0 and 500,658 shares, at cost at September 30, 2020 and 2019, respectively(1,000)
Total shareholders’ equity$14,933 $29,447 
Total liabilities and shareholders’ equity$32,683 $36,828 
Liabilities and Shareholders’ Equity  
Current liabilities:  
Accounts payable$9,407 $6,812 $7,044 
Accrued expenses1,445 1,184 1,581 
Deferred revenue148 207 168 
Bank line of credit— 2,050 2,050 
Right-of-use lease obligations, current1,204 1,177 1,198 
Finance lease obligations, current636 652 582 
Other current liabilities442 706 692 
Total current liabilities13,282 12,788 13,315 
Right-of-use lease obligations, long-term635 1,839 2,141 
Finance lease obligations, long-term1,254 1,484 1,429 
Total liabilities15,171 16,111 16,885 
Shareholders’ equity:
Common stock, $.01 par value; 30,000,000 shares authorized; 14,132,033, 13,041,127, and 12,610,229 shares issued and outstanding, respectively141 130 126 
Paid in capital2,585 335 (578)
Retained earnings9,321 8,850 10,879 
Total shareholders’ equity$12,047 $9,315 $10,427 
Total liabilities and shareholders’ equity$27,218 $25,426 $27,312 

See notes to consolidated financial statements.
19


ADDvantage Technologies Group, Inc.
Consolidated Statements of Operations
(in thousands, except share and per share amounts)
Year EndedThree Months EndedYear Ended
Years ended September 30,December 31,December 31,September 30,
20202019 202220212021
SalesSales$50,182 $55,118 Sales$97,028 $18,690 $62,160 
Cost of salesCost of sales38,502 41,660 Cost of sales69,239 14,059 46,033 
Gross profitGross profit11,680 13,458 Gross profit27,789 4,631 16,127 
Operating expensesOperating expenses8,166 6,364 Operating expenses9,845 2,500 9,329 
Selling, general and administrative expenseSelling, general and administrative expense11,249 9,962 Selling, general and administrative expense15,571 3,688 14,890 
Impairment of right-of-use asset660 
Impairment of intangibles including goodwill8,714 
Depreciation and amortization expenseDepreciation and amortization expense1,554 1,453 Depreciation and amortization expense1,234 345 1,228 
Gain on disposal of assetsGain on disposal of assets133 345 Gain on disposal of assets338 — 23 
Loss from operations(18,530)(3,976)
Income (loss) from operationsIncome (loss) from operations1,477 (1,902)(9,297)
Other income (expense):Other income (expense):Other income (expense):
Gain on extinguishment of debtGain on extinguishment of debt— — 2,955 
Interest incomeInterest income321 96 Interest income— — 135 
Interest expenseInterest expense(254)(80)Interest expense(176)(55)(238)
Income from equity method investment41 136 
Other expenseOther expense(160)(224)Other expense(822)(72)(110)
Other expense, net(52)(72)
Other income (expense), netOther income (expense), net(998)(127)2,742 
Loss before income taxes(18,582)(4,048)
Income tax benefit
(1,249)(13)
Loss from continuing operations(17,333)(4,035)
Income (loss) before income taxesIncome (loss) before income taxes479 (2,029)(6,555)
Income tax provision (benefit)
Income tax provision (benefit)
— (53)
Loss from discontinued operations, net of tax(1,267)
Net loss$(17,333)$(5,302)
Loss per share:
Net income (loss)Net income (loss)$471 $(2,029)$(6,502)
Income (loss) per share:Income (loss) per share:
Basic and dilutedBasic and dilutedBasic and diluted$0.03 $(0.16)$(0.52)
Continuing operations$(1.55)$(0.39)
Discontinued operations(0.12)
Net loss$(1.55)$(0.51)
Shares used in per share calculation:Shares used in per share calculation:Shares used in per share calculation:
Basic and dilutedBasic and diluted11,163,660 10,361,292 Basic and diluted13,484,271 12,683,312 12,401,043 








See notes to consolidated financial statements.
20


ADDvantage Technologies Group, Inc.
Consolidated Statements of Changes in Shareholders' Equity
(in thousands, except share amounts)


Common StockPaid-inRetainedTreasury  Common StockPaid-inRetained 
SharesAmountCapitalEarningsStockTotal SharesAmountCapitalEarningsTotal
Balance, September 30, 201810,806,803 $108 $(4,598)$40,017 $(1,000)$34,527 
Balance, September 30, 2020Balance, September 30, 202011,822,009 $118 $(2,567)$17,382 $14,933 
Net lossNet loss— — — (5,302)— (5,302)Net loss— — — (6,502)(6,502)
Restricted stock issuance55,147 74 — — 75 
Amortization of stock-based compensation— — 147 — — 147 
Balance, September 30, 201910,861,950 $109 $(4,377)$34,715 $(1,000)$29,447 
Net loss— — — (17,333)— (17,333)
Treasury stock, net(500,658)(5)(995)— 1,000 
Common stock issuanceCommon stock issuance573,199 2,103 — — 2,109 Common stock issuance245,973 897 — 899 
Stock option exerciseStock option exercise123,334 204— — 205 Stock option exercise49,000 88 — 89 
Restricted stock issuanceRestricted stock issuance764,184 (76)— — (69)Restricted stock issuance493,247 (5)— — 
Amortization of stock-based compensationAmortization of stock-based compensation— — 574 — — 574 Amortization of stock-based compensation— — 1,009 — 1,009 
Balance, September 30, 202011,822,009 $118 $(2,567)$17,382 $$14,933 
Balance, September 30, 2021Balance, September 30, 202112,610,229 $126 $(578)$10,879 $10,427 
Net lossNet loss— — — (2,029)(2,029)
Common stock issuanceCommon stock issuance320,787 633 — 636 
Restricted stock issuanceRestricted stock issuance110,111 (1)— — 
Amortization of stock-based compensationAmortization of stock-based compensation— — 281 — 281 
Balance, December 31, 2021Balance, December 31, 202113,041,127 $130 $335 $8,850 $9,315 
Net incomeNet income— — — 471 471 
Common stock issuanceCommon stock issuance892,181 1,618 — 1,627 
Stock option exerciseStock option exercise50,000 63 — 64 
Restricted stock issuanceRestricted stock issuance148,725 (1)— — 
Amortization of stock-based compensationAmortization of stock-based compensation— — 570 — 570 
Balance, December 31, 2022Balance, December 31, 202214,132,033 $141 $2,585 $9,321 $12,047 

Due to rounding, numbers presented may not foot to the totals provided.











See notes to consolidated financial statements.
21


ADDvantage Technologies Group, Inc.
Consolidated Statements of Cash Flows
(in thousands)

(in thousands)Years ended September 30,
20202019
Operating Activities
Net loss$(17,333)$(5,302)
Net loss from discontinued operations(1,267)
Net loss from continuing operations(17,333)(4,035)
Adjustments to reconcile net loss from continuing operations to net cash provided by (used in) operating activities:
Depreciation868 368 
Amortization687 1,085 
Non cash amortization of right-of-use asset and liability225 
Provision for excess and obsolete inventories1,782 682 
Charge for lower of cost or net realizable value inventories60 656 
Impairment of right-of-use asset660 
Impairment of intangibles including goodwill8,714 
Gain on disposal of property and equipment(133)(251)
Share based compensation expense574 199 
Gain from equity method investment(41)(136)
Changes in operating assets and liabilities
Accounts receivable, net of change in allowance859 (1,419)
Unbilled revenue2,101 (2,253)
Income tax refund receivable\payable(1,262)158 
Inventories27 (1,591)
Prepaid expenses and other current assets(147)(206)
Other assets(2)
Accounts payable(1,259)180 
Accrued expenses(220)477 
Deferred revenue16 98 
Net cash used in operating activities – continuing operations(3,824)(5,987)
Net cash provided by operating activities – discontinued operations1,180 
Net cash used in operating activities(3,824)(4,807)
Investing Activities
Acquisition of net operating assets(1,264)
Proceeds from sale of business753 
Proceeds from promissory note receivable2,600 
Loan repayments from equity method investee41 185 
Purchases of property and equipment(608)(602)
Disposals of property and equipment361 452 
Net cash provided by (used in) investing activities – continuing operations2,394 (476)
Net cash provided by investing activities – discontinued operations7,075 
Net cash provided by investing activities2,394 6,599 
Financing Activities
Change in bank revolving line of credit2,800 (500)
Proceeds from notes payable6,372 
Proceeds from share issuances and exercise of stock options2,315 
Payments on debt(3,278)(2,228)
Net cash provided by (used in) financing activities – continuing operations8,209 (2,728)
Net cash used in financing activities – discontinued operations(598)
Net cash provided by (used in) financing activities8,209 (3,326)
Net increase (decrease) in cash and cash equivalents and restricted cash6,779 (1,534)
Cash and cash equivalents and restricted cash at beginning of year1,595 3,129 
Cash and cash equivalents and restricted cash at end of year$8,374 $1,595 
Year EndedThree Months EndedYear Ended
December 31,December 31,September 30,
202220212021
Operating Activities:
Net income (loss)$471 $(2,029)$(6,502)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation915 265 910 
Amortization319 80 318 
Non cash amortization of right-of-use asset and liability(252)(51)(288)
Provision for excess and obsolete inventories304 91 422 
Charge for lower of cost or net realizable value inventories165 — 105 
Gain on disposal of property and equipment(338)— (23)
Share based compensation expense570 281 1,009 
Gain on extinguishment of debt— — (2,955)
Changes in operating assets and liabilities:
Accounts receivable4,787 544 (3,045)
Unbilled revenue(2,786)269 (1,899)
Income tax refund receivable\payable(74)— 1,284 
Inventories(4,379)179 (875)
Prepaid expenses and other current assets(23)59 (547)
Other assets— — 51 
Accounts payable2,595 (232)3,572 
Accrued expenses(31)(384)898 
Deferred revenue(59)39 55 
Net cash provided by (used in) operating activities2,184 (889)(7,510)
Investing Activities:
Proceeds from promissory note receivable— — 3,775 
Purchases of property and equipment(240)(116)(300)
Disposals of property and equipment549 — 44 
Net cash provided by (used in) investing activities309 (116)3,519 
Financing Activities:
Change in bank line of credit(2,050)— (750)
Payments on financing lease obligations(899)(155)(484)
Payments on notes payable— — (1,194)
Proceeds from sale of common stock1,627 636 899 
Proceeds from stock options exercised64 — 89 
Net cash (used in) provided by financing activities(1,258)481 (1,440)
Net increase (decrease) in cash, cash equivalents and restricted cash1,235 (524)(5,431)
Cash, cash equivalents and restricted cash at beginning of year2,418 2,942 8,373 
Cash, cash equivalents and restricted cash at end of year$3,653 $2,418 $2,942 







See notes to consolidated financial statements.
22


ADDvantage Technologies Group, Inc.
Notes to Consolidated Financial Statements
Note 1 – Summary of Significant Accounting Policies
Organization and basis of presentation
The consolidated financial statements include the accounts of ADDvantage Technologies Group, Inc. and its subsidiaries, all of which are wholly owned (collectively, the “Company”).  Intercompany balances and transactions have been eliminated in consolidation.  The Company’s reportable segments are Wireless Infrastructure Services (“Wireless”) and Telecommunications (“Telco”). 
Change in year end
In September 2022, the Company's Board of Directors approved a change in the Company's fiscal year end from September 30 to December 31. The Cable Television (“Cable TV”) segment was sold on June 30, 2019, soCompany's current fiscal year runs from January 1, 2022 through December 31, 2022 (fiscal 2022). As a result of the change in year end, the Company has classifiedfiled a Transition Report on Form 10-Q for the Cable TV segment as discontinued operations (see Note 4 – Discontinued Operations) in 2019.
Other reclassifications
The Company changed its presentation of cost of sales and operating, selling, general and administrative expenses on the unaudited consolidated condensed statements of operations. During fiscal year 2020, the Company reviewed its financial reporting of expenses in connection with its current operating segments in order to enhance the usefulness of the presentation of the Company’s expenses. Based on that review, the Company reclassified certain expenses into operating expenses for presentation purposes. Operating expenses include the indirect costs associated with operating our businesses. Indirect costs are costs that are not directly attributable to projects or products, which would include indirect personnel costs, facility costs, vehicles, insurance, communication, and business taxes, among other less significant cost categories. These costs were previously recorded in either costs of sales or operating, selling, general and administrative expenses in prior years. Additionally, the Company reclassified depreciation and amortizationperiod from operating, selling, general and administrative expenses into its own financial statement line item in the consolidated statements of operations. Selling, general and administrative expenses include overhead costs, which primarily consist of personnel costs, insurance, professional services, and communication, among other less significant cost categories. The prior year has been reclassified to conform with the current year’s presentation of costs of sales, operating expenses, selling, general and administrative expenses, and depreciation and amortization. These reclassifications had no effect on previously reported results of operations or retained earnings.October 1, 2021 through December 31, 2021.
Cash, cash equivalents and restricted cash
Cash and cash equivalents include demand and time deposits, money market funds and other marketable securities with maturities of three months or less when acquired.  Restricted cash consists of cash held by a third-party financial institution as a reserve in connection with an agreement to sell certain receivables with recourse, in the Wireless segment, see Note 53 - Accounts Receivable Agreements.
Revenue recognition
The Company recognizes revenue at the time a good or service is transferred to athe customer and the customer, obtains control of that good or receives the service performed. Most of the Company’s sales arrangements with customers are short-term in nature involving single performance obligations related to the delivery of goods or repair of equipment and generally provide for transfer of control at the time of shipment to the customer. The Company generally permits returns of product or repaired equipment due to defects, historically, returns have not been significant.
Additionally, the Company provides services related to the installation and upgrade of technology on cell sites and the construction of new small cells for 5G technology. The work under the purchase orders for wireless infrastructure services are generally completed in less than a month. These services generally consist of a single performance obligation which the Company recognizes as revenue over time. The Company uses an input method based upon a ratio of direct costs incurred to date compared to management’s estimate of the total direct costs to be incurred on each contract, since it best depicts the transfer of control to the customer. The Company’s principal sales are from Wireless services, sales of Telco new and refurbished equipment and Telco recycled equipment. The Company’s customers include wireless carriers, wireless equipment providers, multiple system operators, resellers and direct sales to end-user customers.
The timing of revenue recognition from the wireless segment results in contract assets and contract liabilities. Generally, billing occurs subsequent to revenue recognition, resulting in contract assets. However, the Company sometimes receives advances or deposits from customers before revenue is recognized, resulting in contract
23


liabilities. Contract assets and contract liabilities are included in Unbilled revenue and Deferred revenue, respectively, on the consolidated balance sheets.
Accounts receivable
Trade receivables are carried at original invoice amount less an estimate made for doubtful accounts.  Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history and current economic conditions.  Trade receivables are written off against the allowance when deemed uncollectible.  Recoveries of trade receivables previously written off are recorded when received.  The Company generally does not charge interest on past due accounts.
For both the Company’s Wireless segment,and Telco segments, the Company has entered into various agreements one with recourse, to sell certain receivables to unrelated third-party financial institutions. The other agreements without
23


recourse are under programs offered by certain customers of the Wireless segment.  The Company accounts for these transactions in accordance with Accounting Standards Codification (“ASC”) 860, “Transfers and Servicing” (“ASC 860”).  ASC 860 allows for the ownership transfer of accounts receivable to qualify for sale treatment when the appropriate criteria is met, which permits the Company to present the balances sold under the program to be excluded from accounts receivable, net on the consolidated balance sheet.sheets. Receivables are considered sold when they are transferred beyond the reach of the Company and its creditors, the purchaser has the right to pledge or exchange the receivables and the Company has surrendered control over the transferred receivables. The Company records a recourse obligation if it determines that any portion of the sold receivables with recourse are uncollectible.
Inventories
For the Telco segment, inventories consist of new, refurbished and used telecommunications equipment.  Inventory is stated at the lower of cost or net realizable value.  Cost is determined using the weighted-average method.  Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.  For the Telco segment, the Company records an inventory reserve provision to reflect inventory at its estimated net realizable value based on a review of inventory quantities on hand, historical sales volumes and technology changes. These reserves are to provide for items that are potentially slow-moving, excess or obsolete.
Leases
The Company determines if an arrangement is a lease at inception of the arrangement. To the extent that we determine an arrangement represents a lease, we classify that lease as either a right-of-use ("ROU") lease or a finance lease. We capitalize ROU leases on our consolidated balance sheets through a right-of-useROU asset and a corresponding right-of-useROU lease liability. ROU assets represent our right to use an underlying asset for the lease term and ROU lease liabilities represent our obligation to make lease payments arising from the lease.
ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The Company uses a discount rate that approximates the rate of interest for a collateralized loan over a similar term as the discount rate for present value of lease payments when the rate implicit in the contract is not readily determinable.

ROU leases are included in long-term assets and ROU lease liabilities are classified as either current or long-term liabilities in our consolidated balance sheets. Finance leases are included in net property and equipment, and current or long-term finance lease obligations in the consolidated balance sheets. ROU assets and liabilities are recognized at the commencement date of an arrangement based on the present value of lease payments over the lease term. Lease expense for ROU lease payments is recognized on a straight-line basis over the lease term. ADDvantage adopted this standard on October 1, 2019.

term, except for certain variable expenses that are recognized when the variability is resolved, typically during the period in which they are paid. Variable ROU lease payments typically include charges for property taxes and insurance, and some leases contain variable payments related to non-lease components, including common area maintenance and usage of facilities or office equipment (for example, copiers).
Property and equipment
Property and equipment consist of software, office equipment, wireless services equipment and warehouse and service equipment with estimated useful lives generally of 3 years, 5 years, 7 years, and 10 years, respectively. The wireless services equipment includes mobile wireless temporary towers, equipment trailers and construction equipment. Depreciation is provided using the straight-line method over the estimated useful lives of the related assets. Leasehold improvements are amortized over the shorter of the useful lives or the remainder of the lease agreement. Gains or losses from the ordinary sale or retirement of property and equipment are recorded areand included in operating expense.  Repairs and maintenance costs are generally expensed as incurred, whereas major improvements are capitalized. Depreciation expense was $0.9 million, $0.3 million and $0.4$0.9 million for the yearsyear ended December 31, 2022, the transition period of three months ended December 31, 2021, and the year ended September 30, 2020 and 2019,2021, respectively.
Intangible assets
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Goodwill
Goodwill represents the excess of purchase price of acquisitions over the acquisition date fair value of the net assets of businesses acquired.  Goodwill is not amortized and is tested at least annually for impairment.  The Company performs its annual analysis during the fourth quarter of each fiscal year and in any other period in which indicators of impairment warrant additional analysis.  Goodwill is evaluated for impairment by comparing the estimate of the fair value of each reporting unit, or operating segment, with the reporting unit’s carrying value, including goodwill. The reporting units for purposes of the goodwill impairment calculation are aggregated into the Wireless segment and ADDvantage Triton LLC (Triton) operating segment, and Nave Communications Company (Nave) operating segment.
Management utilizes a discounted cash flow analysis to determine the estimated fair value of each reporting unit.  Significant judgments and assumptions including the discount rate, anticipated revenue growth rate, gross margins and operating expenses are inherent in these fair value estimates.  As a result, actual results may differ from the estimates utilized in the discounted cash flow analysis.  The use of alternate judgments and/or assumptions could result in the recognition of different levels of impairment charges in the financial statements. 
During the year ended September 30, 2020, due to operating losses and uncertainties surrounding the impact of the COVID-19 pandemic on the overall economy and the resulting impact on the capital budgets of both Customers and our Company, we determined that impairment indicators were present. The Company performed a valuation using a discounted cash flow analysis for the Nave and Triton operating segments to determine if the fair value exceeded their respective carrying values. For both Nave and Triton, the fair value for each was less than their respective carrying values. Therefore, the Company recorded an impairment charges of $4.8 million as of March 31, 2020, which fully impaired goodwill for both operating segments in the Telco segment. Although the Company does not anticipate a future impairment charge, certain events could occur that might adversely affect the reported value of the remaining goodwill in the Wireless segment, which was $0.1 million at September 30, 2020.
Intangible assets
Intangible assets consist of customer relationships, trade names, and intellectual property. Intangibles assets that have finite useful lives are amortized on a straight-line basis over their estimated useful lives ranging from 3 years to 10 years. 
Impairment of long-lived assets
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the asset’s carrying amount may not be recoverable. The Company conducts its long-lived asset impairment analyses in accordance with ASC 360-10-15, “Impairment or Disposal of Long-Lived Assets.” ASC 360-10-15 requires the Company to group assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluate the asset group against the sum of the undiscounted future cash flows. If the undiscounted cash flows do not indicate the carrying amount of the asset is recoverable, an impairment charge is measured as the amount by which the carrying amount of the asset group exceeds its fair value based on discounted cash flow analysis or appraisals.
Income taxes
The Company provides for income taxes in accordance with the liability method of accounting.  Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and tax carryforward amounts.  Management provides a valuation allowance against deferred tax assets for amounts which are not considered “more likely than not” to be realized.
Advertising costs
Advertising costs are expensed as incurred. Advertising expense was $0.5$0.3 million, $0.1 million and $0.6$0.4 million for the yearsyear ended December 31, 2022, the transition period of three months ended December 31, 2021, and the year ended September 30, 2020 and 2019,2021, respectively.
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Management estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.  Actual results could differ from those estimates.
Any significant, unanticipated changes in product demand, technological developments or continued economic trends affecting the wireless infrastructure or telecommunications industries could have a significant impact on the value of the Company's inventory and operating results.
Concentrations of risk
The Company holds cash with one major financial institution, which at times exceeds FDIC insured limits.  Historically, the Company has not experienced any losses due to such concentration of credit risk.
Other financial instruments that potentially subject the Company to concentration of credit risk consist principally of trade receivables. Concentrations of credit risk with respect to trade receivables are limited because a large number of geographically diverse customers make up the Company’s customer base, thus spreading the trade credit risk. As of December 31, 2022, two Telco customers accounted for 24% and 11% of trade accounts receivable, respectively. The Company controls credit risk through credit approvals, credit limits and monitoring procedures.  The Company performs credit evaluations for all new customers but does not require collateral to support customer receivables. 
Share-based compensation
ADDvantage has historically compensatedcompensates our directors and executives using time-based stock options and restricted shares awards (RSA's). ADDvantage accounts for share-based payment awards under ASC 718 - Compensation - Stock Compensation (ASC 718), which requires that the value of the awardsaward is established at the date of the grant and is expensed over the vesting period of the grant. The method of determining the fair value of share-based payments depends on the type of award. Share-based awards that vest over a certain service period with no market
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conditions are valued at the closing market price on the grant date. Option grants are valued using the Black-Scholes-Merton model using model inputs that are determined on the date of the grant. Once the per-share fair value on the grant date is established, the aggregate expense of the grant is recognized on a graded vesting basis over the vesting period of the grant.

Fair value of financial instruments
The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other current liabilities approximate fair value due to their short maturities.
The carrying value of the Company’s variable-rate line of credit approximates its fair value since the interest rate fluctuates periodically based on a floating interest rate.
Retirement Plan
The Company sponsors a 401(k) plan that allows participation by all employees who are at least 21 years of age and have completed one yearover 60 days of service. The Company's contributions to the plan consist of a matching contribution as determined by the plan document. Costs recognized under the 401(k) plan were $0.1 million, $34 thousand and $0.3$0.2 million for the yearsyear ended December 31, 2022, the transition period of three months ended December 31, 2021, and the year ended September 30, 2020 and September 30, 2019, respectively, after temporarily suspending matching contributions during 2020.
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2021, respectively.
Recently issued accounting standards
In June 2016, the FASBFinancial Accounting Standards Board (FASB) issued ASUAccounting Standards Update (ASU) 2016-13: “Financial Instruments – Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments.”  This ASU requires entities to measure all expected credit losses for most financial assets held at the reporting date based on an expected loss model which includes historical experience, current conditions, and reasonable and supportable forecasts. EntitiesUpon adoption, entities will now use forward-looking information to better form their credit loss estimates. This ASU also requires enhanced disclosures to help financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio. ASU 2016-13 isOn November 15, 2019, the FASB delayed the effective date of the standard for annual periodscompanies that qualify under smaller reporting company reporting rules. As amended, the effective date of ASC Topic 326 was delayed until fiscal years beginning after December 15, 2019, including interim periods within those fiscal periods. ADDvantage expects2022 for SEC filers that are eligible to adoptbe smaller reporting companies under the standardSecurities and Exchange Commission definition. We are currently in the first quarterprocess of fiscal year 2021. Management's initial evaluation is that due to the nature of our customer base,evaluating this new standard update, however we do not anticipate the adoption of this standard will not have a significantmaterial impact on our trade accounts receivable and contract assets.results.
Note 2 – Revenue Recognition
The Company’s principal sales are from Wireless services, sales of Telco equipment and Telco recycled equipment, primarily in the United States. Sales to international customers in Central and South America totaled approximately $1.9$6.2 million, $1.1 million, and $2.4$4.7 million infor the yearsyear ended December 31, 2022, the transition period of three months ended December 31, 2021, and the year ended September 30, 2020 and 2019,2021, respectively.
The Company’s customers include wireless carriers, wireless equipment providers, multiple system operators, resellers and direct sales to end-user customers. Sales, which individually amounted to 10% or greater of the Company’s largest customerCompany's revenue, to two customers totaled approximately 14%28%, 37%, and 28% of consolidated sales.sales for the year ended December 31, 2022, the transition period of three months ended December 31, 2021, and the year ended September 30, 2021, respectively.
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Sales by type for the year ended December 31, 2022, the transition period of three months ended December 31, 2021, and the year ended September 30, 2021 were as follows, in thousands:
 Years Ended September 30,
 20202019
Wireless services sales$21,354 $22,919 
Equipment sales:
Telco27,109 29,391 
Inter-segment(25)(55)
Telco repair sales68 43 
Telco recycle sales1,676 2,820 
Total sales$50,182 $55,118 
At September 30, 2020 contract
Year EndedThree Months EndedYear Ended
December 31,December 31,September 30,
202220212021
Wireless services sales$30,813 $7,119 $20,708 
Equipment sales:
Telco66,016 11,424 40,663 
Inter-segment(5)— (101)
Telco repair sales12 11 27 
Telco recycle sales192 136 863 
Total sales$97,028 $18,690 $62,160 
Contract assets were $0.6 million and contract liabilities are included in unbilled revenue and deferred revenue, respectively, in the consolidated balance sheets. Contract assets were $5.0 million, $2.2 million and $2.5 million at December 31, 2022, 2021, and September 30, 2021, respectively. Contract liabilities were were $0.1 million. There were $2.7 million, in contract assets$0.2 million and $0.2 million at December 31, 2022, 2021, and September 30, 2019, and $0.1 million contract liabilities at September 30, 2019.2021, respectively. During the year ended September 30, 2020,December 31, 2022, the Company recognized $0.1$0.2 million ofas revenue from amounts classified as deferred revenue on our consolidated balance sheet at December 31, 2021. During the three months ended ended December 31, 2021, the Company recognized $0.2 million as revenue from amounts classified as deferred revenue on our consolidated balance sheet at September 30, 2019.
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2021.


Note 3 – 2019 Acquisition
Purchase of Net Assets of Fulton Technologies, Inc. and Mill City Communications, Inc.
On December 27, 2018, the Company entered into a purchase agreement to acquire substantially all of the net assets of Fulton Technologies, Inc. and Mill City Communications, Ins. (collectively “Fulton”).  Fulton provides turn-key wireless infrastructure services for the 4 major U.S. wireless carriers, communication tower companies, national integrators, and original equipment manufacturers.  These services primarily consist of the installation and upgrade of technology on cell sites and the construction of new small cells for 5G.  This agreement closed on January 4, 2019.  The purchase price for the net assets of Fulton was $1.3 million.  The purchase price was allocated to the major categories of assets and liabilities based on their estimated fair values as of January 4, 2019, the effective date of the acquisition.  The Company recorded $0.1 million of Goodwill related to the acquisition.
The following summarizes the final purchase price allocation of the fair value of the assets acquired and the liabilities assumed at January 4, 2019, in thousands:
Assets acquired:
Accounts receivable$828 
Unbilled revenue438 
Prepaid expenses341 
Property and equipment1,201 
Intangible assets244 
Other assets35 
Goodwill57 
Total assets acquired3,144 
Liabilities assumed:
Accounts payable1,250 
Accrued expenses455 
Capital lease obligation175 
Total liabilities assumed1,880 
Net purchase price$1,264 
The acquired intangible asset of approximately $0.2 million consists of customer relationships.
The unaudited financial information in the table below summarizes the combined results of operations of ADDvantage Technologies Group, Inc. and Fulton for the year ended September 30, 2019, on a pro forma basis, as though the companies had been combined as of October 1, 2019. The unaudited pro forma financial information does not purport to be indicative of the Company’s combined results of operations which would actually have been obtained had the acquisition taken place on October 1, 2019 nor should it be taken as indicative of future consolidated results of operations.
(Unaudited)
Year Ended
(in thousands)September 30, 2019
Total net sales$58,955 
Loss from continuing operations$(4,461)
Net loss$(5,728)

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Note 4 – Discontinued Operations
In fiscal year 2018, the Board of Directors formed a committee of independent directors, referred to as the strategic direction committee, to consider, negotiate and approve or disapprove a sale transaction of the Cable TV segment ("Cable transaction") to Leveling 8, Inc. (“Leveling 8”), a company controlled by David Chymiak.  Mr. Chymiak is a director and substantial shareholder of the Company, and he was the Chief Technology Officer and President of Tulsat LLC until the closing of the sale.  After extensive due diligence efforts, in December 2018, the strategic direction committee approved and executed a stock purchase agreement of the Cable TV segment to Leveling 8, which required stockholder approval.
Shareholders voted in favor of the Cable transaction on May 29, 2019 for a selling price of $10.3 million and the sale was completed on June 30, 2019.  The purchase price consisted of $3.9 million of cash at closing (subject to a working capital adjustment estimated at $1.1 million), less the $2.1 million of cash proceeds from the sale of the Sedalia, Missouri and Warminster, Pennsylvania facilities already received (see discussion below) and a $6.4 million promissory note to be paid in semi-annual installments over five years with an interest rate of 6.0%.  The calculation of the pretax loss of the Cable transaction was as follows, in thousands:
Contract price$10,314 
Less: Real estate sales2,075 
Less: Working capital adjustment1,111 
Net purchase price7,128 
Assets sold:
Accounts receivable2,038 
Inventories10,259 
Prepaids and other assets73 
Property and equipment, net336 
12,706 
Liabilities transferred:
Accounts payable1,306 
Accrued expenses467 
1,773 
Net assets sold10,933 
Pretax loss on sale of net assets of Cable TV segment$(3,805)
In addition to the real estate sold as part of the Cable transaction, the Company sold the Broken Arrow, Oklahoma facility to Mr. Chymiak, for a purchase price of $5.0 million payable in cash at closing. The sale closed on November 29, 2018, and generated a pretax gain of approximately $1.4 million.
The total pretax gain related to the sale of all real estate facilities, including the Cable transaction and the Broken Arrow facility, is as follows, in thousands:
Aggregate purchase price$7,075 
Less: Book value of real estate facilities4,763 
Pretax gain$2,312 
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As a result of the Cable transaction and the three real estate facility sales to David Chymiak, the Company received total proceeds of $14.2 million and recorded a pretax loss on the sales of $1.5 million for the year ended September 30, 2019 as follows, in thousands:
Proceeds:
Cash received from real estate facility sales$7,075 
Cash received from sale of Cable TV segment753 
Promissory note from sale of Cable TV segment6,375 
Total proceeds14,203 
Book value of assets sold:
Cable TV segment10,932 
Real estate facilities4,763 
Total book value of assets sold15,695 
Pretax loss on sale of discontinued operations$(1,492)
The cash received from the Cable transaction of $0.7 million resulted from the down payment of $1.8 million due at the closing less the working capital adjustment of $1.1 million. The Company received $2.6 million under the promissory note during the year ended September 30, 2020. The remaining promissory note, which is collateral under the Company's note payable with its primary lender, is scheduled to be received by the Company in semi-annual installments over five years including interest of 6% as follows, in thousands:
Fiscal year 2021$1,400 
Fiscal year 2022940 
Fiscal year 2023940 
Fiscal year 2024495 
Total proceeds$3,775 
The Company did not have income related to the discontinued operations during the year ended September 30, 2020. Loss from discontinued operations, net of tax and the loss on sale of discontinued operations, net of tax, of the Cable TV segment business which are presented in total as loss from discontinued operations, net of tax in the Company’s consolidated statements of operations for the year ended September 30, 2019 is as follows, in thousands:
September 30, 2019
Total net sales$13,743 
Cost of sales10,097 
Operating, selling, general and administrative expenses3,412 
Other expenses
Income from discontinued operations232 
Loss on sale of discontinued operations(1,491)
Income tax provision
Loss from discontinued operations, net of tax$(1,267)

Note 53 – Accounts Receivable Agreements
The Company’s Wireless segment has entered into various agreements, one agreement with recourse, to sell certain receivables to unrelated third-party financial institutions.  For the agreement with recourse,On March 17, 2022, the Company is responsiblereplaced its $3.0 million credit facility for collecting payments onits Nave and Triton subsidiaries with its primary financial lender with new accounts receivable purchase facilities with capacities of $13.0 million for Nave and $3.0 million for Triton. The lender charges a fee of 1.3% of sold receivables.

On March 17, 2022, the Company also restructured its accounts receivable purchase facilities secured by the Company’s Fulton subsidiary’s receivables. Effective December 17, 2022, the modified Fulton facilities provide a credit capacity excluding a major customer of $1.5 million, with a fee of 2.0% of sold receivables, from its customers.  Under this agreement,and credit capacity secured by receivables of a major customer of $1.5 million, with a fee of 1.6% of sold receivables.

For all four facilities, the third-party financial institutionlender advances the Company 90% of the sold receivables and establishes a reserve of 10% of the sold receivables at initial sale, which increases to 100% over time after 120 days, until the Company collects the sold receivables. In addition,All four facilities mature on December 17, 2023.
The Company has a total capacity under all four facilities of $19.0 million. As of December 31, 2022, the third party financial institution will charge and deduct 1.6% of sold receivables. As the Company collects the sold receivables, the third-party
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financial institution will remit the remaining 10% to the Company.  At September 30, 2020, the third-party financial institutionlender has a reserve against the sold receivables of $0.1$1.1 million, which is reflected as restricted cash.  Forcash on the receivables sold under the agreement with recourse, the agreement addressesconsolidated balance sheets.  The facilities agreements address events and conditions which may obligate the Company to immediately repay the institution the outstanding purchase price of the receivables sold. The total amount of receivables uncollected by the institution was $0.6$7.0 million at September 30, 2020, for which there is a limit of $3.5 million.December 31, 2022.  Although the sale of receivables is with recourse, the Company did not record a recourse obligation at September 30, 2020December 31, 2022 as the Company determinedconcluded that the sold receivables are collectible. The other agreements without recourse are under programs offered by certain customers of Fulton.
For the year ended September 30, 2020,December 31, 2022, the Company received proceeds from the sold receivables under all of their various agreements of $18.9$71.6 million and included the proceeds in net cash provided by operating activities in the consolidated statements of cash flows. The cost of selling these receivables ranges from 1.0% to 1.8%.  The Company recorded related costs of $0.3$1.0 million for the year ended September 30, 2020,December 31, 2022, in other expense in the consolidated statements of operations.
Note 64 – Inventories
Inventories, which are all within the Telco segment, at September 30, 2020December 31, 2022, 2021, and September 30, 20192021 are as follows, in thousands:
 20202019
New equipment$1,311 $1,496 
Refurbished and used equipment7,499 7,405 
Allowance for excess and obsolete inventory:(3,054)(1,275)
Total inventories, net$5,756 $7,626 
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December 31,December 31,September 30,
 202220212021
New equipment$2,286 $1,396 $1,295 
Refurbished and used equipment11,148 7,824 8,103 
Allowance for excess and obsolete inventory:(3,871)(3,567)(3,476)
Total inventories, net$9,563 $5,653 $5,922 
New equipment includes products purchased from manufacturers plus “surplus-new”, which are unused products purchased from other distributors or multiple system operators.  Refurbished and used equipment includes factory refurbished, Company refurbished and used products. Generally, the Company does not refurbish its used inventory until there is a sale of that product or to keep a certain quantity on hand.
In the yearsyear ended December 31, 2022, the transition period of three months ended December 31, 2021, and the year ended September 30, 2020 and 2019,2021, the Telco segment identified certain inventory that more than likely will not be sold or that the cost will 0tnot be recovered when it is processed through its recycling program.  Therefore,The Telco segment recorded inventory obsolescence charges of $0.3 million, $0.1 million and $0.4 million for the year ended December 31, 2022, the transition period of three months ended December 31, 2021, and the year ended September 30, 2021, respectively and the Company has a $3.1$3.9 million allowance at September 30, 2020.December 31, 2022. The Company also reviewed the cost of inventories against estimated net realizable value and for the years ended December 31, 2022 and September 30, 2021, recorded a lower of cost or net realizable value charge of $1.8$0.2 million and $0.7$0.1 million, respectively. There were no adjustments for lower of cost or net realizable value recorded for the yearstransition period of three months ended September 30, 2020 and 2019 respectively, for inventories that have a cost in excess of estimated net realizable value.

December 31, 2021.
Note 75 – Intangible Assets
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the asset’s carrying amount may not be recoverable. The Company groups assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluate the asset group against the sum of the undiscounted future cash flows. If the undiscounted future cash flows do not indicate the carrying amount of the asset is recoverable, an impairment charge is measured as the amount by which the carrying amount of the asset group exceeds its fair value based on discounted cash flow analysis or appraisals.
As a result of the Fulton acquisition, the Company recorded an additional intangible asset for customer relationships of $0.2 million, see Note 3 ‒ Acquisition. 




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The intangible assets with their associated accumulated amortization amounts at September 30, 2020December 31, 2022, 2021, and September 30, 20192021 are as follows, in thousands:
September 30, 2020
GrossAccumulated
Amortization
ImpairmentNetDecember 31, 2022
Intangible assets:Intangible assets:Intangible assets:GrossAccumulated AmortizationNet
Customer relationships – 10 yearsCustomer relationships – 10 years$8,396 $(4,021)$(3,894)$481 Customer relationships – 10 years$3,155 $(2,913)$242 
Trade name – 10 yearsTrade name – 10 years2,122 (1,178)944 Trade name – 10 years2,122 (1,655)467 
Non-compete agreements – 3 years374 (374)
Total intangible assetsTotal intangible assets$10,892 $(5,573)$(3,894)$1,425 Total intangible assets$5,277 $(4,568)$709 
December 31, 2021
Intangible assets:GrossAccumulated AmortizationNet
Customer relationships – 10 years$3,155 $(2,807)$348 
Trade name – 10 years2,122 (1,443)679 
Total intangible assets$5,277 $(4,250)$1,027 
September 30, 2021
Intangible assets:GrossAccumulated
Amortization
Net
Customer relationships – 10 years$3,155 $(2,780)$375 
Trade name – 10 years2,122 (1,390)732 
Total intangible assets$5,277 $(4,170)$1,107 

 September 30, 2019
 GrossAccumulated
Amortization
ImpairmentNet
Intangible assets:   
Customer relationships – 10 years$8,396 $(3,548)$$4,848 
Trade name – 10 years2,119 (966)1,153 
Non-compete agreements – 3 years374 (372)
Total intangible assets$10,889 $(4,886)$$6,003 
As of March 31, 2020, the Company determined that changes in the economy related to the COVID-19 pandemic and the continued losses experienced in the Telco segment may cause the carrying amounts of its intangible assets to exceed their fair values. The Company performed an assessment of its intangible assets and determined that the carrying value of its customer relationships were in fact impaired based on valuation appraisals performed by the Company using a multi-period excess earnings model. Therefore, the Company recorded a $3.9 million impairment charge in the Telco segment as of March 31, 2020. As of September 30, 2020, no further indicators of potential impairment were present. Amortization expense was $0.7$0.3 million, $0.1 million and $1.1$0.3 million for the yearsyear ended December 31, 2022, the transition period of three months ended December 31, 2021, and the year ended September 30, 2020 and 2019,2021, respectively.
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The estimated aggregate amortization expense for each of the next five fiscal years is as follows, in thousands:
2021$319 
2022319 
20232023319 2023$319 
20242024195 2024142 
20252025107 2025107 
2026202690 
2027202725 
ThereafterThereafter166 Thereafter26 
TotalTotal$1,425 Total$709 

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Note 86 – Accrued Expenses
Accrued expenses at December 31, 2022, 2021, and September 30, 2020 and 20192021 are as follows, in thousands:
December 31,December 31,September 30,
20202019202220212021
Employee costsEmployee costs$942 $1,192 Employee costs$915 $945 $1,255 
Taxes other than income taxTaxes other than income tax91 69 Taxes other than income tax54 (13)
Interest23 
Other, netOther, net443 357 Other, net476 236 339 
Total accrued expensesTotal accrued expenses$1,499 $1,618 Total accrued expenses$1,445 $1,184 $1,581 

Note 97 – Debt
Loan Agreement
On March 10, 2020, the Company entered into a loan agreement with its primary lender for $3.5 million, bearing interest at 6% per annum. The loan is payable in 7 semi-annual installments of principal and interest with the first payment occurring June 30, 2020, and the final payment due June 30, 2023. Payment of the loan may be accelerated in the event of a default. The principal and interest payments correlate to the payment schedule for the promissory note with Leveling 8. The balance under this loan is now $1.2 million and the final payment will be June 30, 2023. The loan is secured by substantially all of the assets of the Company, including, without limitation, the promissory note that the Company received in connection with the sale of its Cable TV segment in 2019 to Leveling 8, Inc.

Line of Credit and Notes Payable
Credit Agreement
TheOn December 28, 2021, the Company has a line ofrenewed its credit ("LOC") agreementfacility for its Nave and Triton subsidiaries with its primary lender. Thisfinancial lender by entering into a Business Loan Agreement and various ancillary debt and collateral agreements. The renewed Nave and Triton credit agreement containsfacility was for a $4.0maximum of $3.0 million revolving line of credit and had a maturity date of December 17, 2020. The Companywas secured by the Company’s Nave and Triton Subsidiaries’ accounts receivable and inventory. As renewed, the line ofprevious Nave and Triton credit for another year subsequent to September 30, 2020. During the fiscal year 2020, the line of creditfacility was reduced by $1.0 million and required quarterly interest payments based on the prevailing Wall Street Journal Prime Rate ("WSJP")floating rate (3.25% at September 30, 2020), and the interest rate was reset monthly. The credit agreement provides that the Company maintain a fixed charge coverage ratio of not less than 1.25 to 1.00 measured annually.December 31, 2021) plus 0.75%. At September 30, 2020, the Company was not in compliance with this ratio. At September 30, 2020,December 31, 2021, there was $2.8$2.1 million outstanding under the line of credit. Future borrowings under the line of credit are limited to the lesser of $4.0 million or the sum of 80% of eligible accounts receivable and 60% of eligible Telco segment inventory. Under these limitations, the Company’s total line of credit borrowing capacity was $3.3 million at September 30, 2020, and remaining availability was $0.5 million.
Subsequent to September 30, 2020, the Company renewed its revolving bank line of credit for one year to a maturity date of December 17, 2021.  As part of this renewal, the revolving bank line of credit remained $4.0 million, or the sum of 80% of eligible accounts receivable and 25% of eligible inventory. Quarterly interest payments are based on WSJP, floating, with the addition of a 4% floor rate and a fixed charge coverage ratio of 1.25 to be tested quarterly beginning June 30, 2021.
Paycheck Protection Program Loan

On April 14, 2020,March 17, 2022, the Company received a SBA Payroll Protection Program (“PPP”) loan pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief,closed its $3.0 million credit facility for its Nave and Economic Security Act (“CARES Act”),Triton subsidiaries with its primary lenderfinancial lender. See Note 3 - Accounts Receivable Agreements for $2.9 million. The PPP loan bears interest at 1% per annum, with monthly payments of principal and interest inmore information about the amount of $164,045 commencing on November 10, 2020, and matures on April 10, 2022. The Paycheck Protection Program provides that the PPP loan may be partially or fully forgiven if the funds are used for certain qualifying expenses as described in the CARES Act. The Company has applied for forgiveness of the PPP loan in accordance with the requirements and limitations under the CARES Act, the PPP Flexibility Act and SBA regulations and requirements.
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As of September 30, 2020, the aggregate maturities of debt for the next five years and thereafter are as follows (in thousands):

2021$4,509 
20222,440 
Thereafter
Total$6,949 

Company's receivables purchase facilities.
Note 108 – Leases

ADDvantage adopted ASU No. 2016-02, Topic 842 (ASC 842) - Leases, effective October 1, 2019. This ASU requires lessees to recognize an operating lease or right-of-use ("ROU") asset and liability on the balance sheet for all right-of-use leases with an initial lease term greater than twelve months.

ASU 2018-11 Leases – Targeted Improvements, allows for a practical expedient wherein all periods previously reported under ASC 840 will continue to be reported under ASC 840, and periods beginning October 1, 2019 and after are reported under ASC 842. ADDvantage elected to adopt this practical expedient along with the package of practical expedients, which allows the Company to combine lease and non-lease costs.

Under this transition option, ADDvantage will continue to apply the legacy guidance in ASC 840, including its disclosure requirements, in the comparative periods presented and will make only annual disclosures for the comparative periods because ASC 840 does not require interim disclosures. Prior period amounts have not been adjusted and continue to be reflected in accordance with ADDvantage historical accounting. The adoption of this standard on October 1, 2019, had no impact on the Company's consolidated statement of shareholders' equity or consolidated statement of operations.

As a lessee, ADDvantage leases its corporate office headquarters in Carrollton, Texas, and conducts its business operations through various regional offices located throughout the United States. These operating locations typically
include regional offices, storage and maintenance facilities sufficient to support its operations in the area. ADDvantage leases these properties under either non-cancelable term leases many of which contain renewal options that can extend the lease term from one to five years and some of which contain escalation clauses, or month-to-month operating leases. Options to renew these leases are generally not considered reasonably certain to be exercised. Therefore, the periods covered by such optional periods are not included in the determination of the term of the lease. ADDvantage may lease equipment under cancellable short-term or contracts which are less than 30 days. Due to the nature of the Company's business, any option to renew these short-term leases is generally not considered reasonably certain to be exercised. Therefore, the periods covered by such optional periods are not included in the determination of the term of the lease, and the lease payments during these periods are similarly excluded from the calculation of right-of-useROU lease asset and lease liability balances.
ROUThe components of lease expense consistsfor the year ended December 31, 2022, the transition period of rent expense related to leases that were includedthree months ended December 31, 2021, and the year ended September 30, 2021 are as follows, in ROU assets under ASC 842. ADDvantage recognizes right-of-use lease expense on a straight-line basis, except for certain variable expenses that are recognized when the variability is resolved, typically during the period in which they are paid. Variable right-of-use lease payments typically include charges for property taxes and insurance, and some leases contain variable payments related to non-lease components, including common area maintenance and usage of facilities or office equipment (for example, copiers).

As a result of adopting ASC 842, on the effective date, the Company recognized right-of-use assets and liabilities of $4.6 million, and financing lease assets and liabilities of $1.4 million. Right-of-use leases are included in right-of-use assets and current or long-term right-of-use obligations on the consolidated balance sheets. Finance leases are included in net property and equipment, and current or long-term finance lease obligations in the consolidated balance sheets.

Right-of-use assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The Company uses a discount rate that approximates the rate of interest for athousands:
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collateralized loan over a similar term as the discount rate for present value of lease payments when the rate implicit in the contract is not readily determinable.
Year EndedThree Months EndedYear Ended
December 31,December 31,September 30,
202220212021
Right-of-use lease cost
Right-of-use lease cost$1,087 $319 $1,160 
Finance lease costs
Amortization assets under finance leases$604 $139 $412 
Interest on finance lease liabilities155 37 75 
Total finance lease cost$759 $176 $487 

Impairment of right-of-use asset -
The Company has a right-of-use for a building in Jessup, Maryland for Nave Communications. The Company ceased operations in Jessup, Maryland in May 2020, and vacated the Jessup, Maryland building. The building was partially subleased during fiscal year 2020. During the third quarter of 2020, the Company determined that the right-of-use asset was not recoverable and used an income approach to estimate its fair value, determining that the carrying value was partially impaired. Therefore, the Company recorded $0.7 million of impairment charges
Supplemental cash flow information related to leases for the lease inyear ended December 31, 2022, the Telco segment duringtransition period of three months ended December 31, 2021, and the year ended September 30, 2020.2021 are as follows, in thousands:

The components of lease expense were
Year EndedThree Months EndedYear Ended
December 31,December 31,September 30,
202220212021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from right-of-use leases$1,087 $319 $1,160 
Operating cash flows from finance leases$155 $37 $75 
Financing cash flows from finance leases$899 $155 $484 

Supplemental balance sheet information related to leases at December 31, 2022, 2021, and September 30, 2021 are as follows, for the year ended September 30, 2020, in thousands:
September 30, 2020
Right-of-use lease cost
Impairment of right-of-use asset$660 
Right-of-use lease cost1,586 
Total right-of-use lease cost$2,246 
Finance lease costs
Amortization assets under finance leases$335 
Interest on finance lease liabilities59 
Total finance lease cost$394 
Supplemental cash flow information related to leases are as follows for the year ended September 30, 2020, in thousands:
September 30, 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from right-of-use leases$1,586 
Operating cash flows from finance leases$59 
Financing cash flows from finance leases$387 

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Supplemental balance sheet information related to leases are as follows, in thousands:
September 30, 2020
Right-of-use leases
Right-of-use lease assets$3,758 
Right-of-use lease obligations - current$1,275 
Right-of-use lease obligations3,310 
Total right-of-use lease liabilities$4,585 
Finance leases
Property and equipment, gross$1,463 
Accumulated depreciation(393)
Property and equipment, net$1,070 
Financing lease obligations - current$285 
Financing lease obligations791 
Total finance lease liabilities$1,076 
Weighted Average Remaining Lease Term
Right-of-use leases3.75 years
Finance leases3.88 years
Weighted Average Discount Rate
Right-of-use leases5.00%
Finance leases4.96%
December 31,December 31,September 30,
202220212021
Right-of-use leases
Right-of-use lease assets$1,540 $2,466 $2,730 
Right-of-use lease obligations - current$1,204 $1,177 $1,198 
Right-of-use lease obligations635 1,839 2,141 
Total right-of-use lease liabilities$1,839 $3,016 $3,339 
Finance leases
Property and equipment, gross$3,409 $3,115 $2,843 
Accumulated depreciation(1,244)(846)(707)
Property and equipment, net$2,165 $2,269 $2,136 
Financing lease obligations - current$636 $652 $582 
Financing lease obligations1,254 1,484 1,429 
Total finance lease liabilities$1,890 $2,136 $2,011 
Weighted Average Remaining Lease Term
Right-of-use leases1.64 years2.63 years2.78 years
Finance leases3.25 years3.47 years3.75 years
Weighted Average Discount Rate
Right-of-use leases5.00 %5.00 %5.00 %
Finance leases7.77 %6.76 %6.72 %

Maturities of lease liabilities are as follows for the year ending September 30, 2020,December 31, 2022, in thousands:

Right-of-Use LeasesFinance LeasesRight-of-use LeasesFinance Leases
2021$1,441 $325 
20221,341 292 
202320231,328��278 2023$1,316 $760 
20242024802 234 2024621 675 
20252025150 44 202565 415 
20262026— 223 
20272027— 78 
ThereafterThereafter— — 
Total lease paymentsTotal lease payments5,062 1,173 Total lease payments2,002 2,151 
Less imputed interest477 98 
Less: imputed interestLess: imputed interest163 261 
Total lease obligationsTotal lease obligations$4,585 $1,075 Total lease obligations$1,839 $1,890 
Note 119 – Stock-Based Compensation
Plan Information
The 2015 Incentive Stock Plan (the “Plan”) provides for awards of stock options and restricted stock to officers, directors, key employees and consultants. UnderIn September 2022, at the Plan, option prices willCompany's annual meeting of shareholders, the shareholders authorized an additional 1,000,000 shares of common stock be set byadded to the Compensation Committee and may not be less than the fair market value of the stock on the grant date.Plan.
At September 30, 2020, 2,100,415December 31, 2022, 3,100,415 shares of common stock were reserved for stock award grants under the Plan.  Of these reserved shares, 789,6301,072,304 shares were available for future grants.
Stock Options
All share-based payments to employees, including grants of employee stock options, are recognized in the consolidated financial statements based on their grant date fair value over the requisite service period. 
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Compensation expense for stock-based awards is included in the operating, selling, general and administrative expense sectionAs of the consolidated statements of operations.
Stock options are valued at the date of the award, which does not precede the approval date, and compensation cost is recognized on a straight-line basis over the vesting period. Stock options granted to employees generally become exercisable three, four or five years from the date of grant and generally expire ten years after the date of grant.  Stock options granted to the Board of Directors generally become exercisable on the date of grant and generally expire ten years after the date of grant.
A summary of the status of the Company'sSeptember 30, 2021 there were 50,000 stock options at September 30, 2020 and changes during the year then ended is presented below in thousands, exceptwith a weighted average exercise price of $1.28 per share and per share amounts:
 Options (Shares)Weighted Average
Exercise
Price
Aggregate
Intrinsic
Value
Outstanding at September 30, 2019770,000 $1.73 $353 
Granted— 
Exercised(123,334)1.67 304 
Expired— 
Forfeited(546,666)606 
Outstanding at September 30, 2020100,000 $1.55 $38 
Exercisable at September 30, 202066,667 $1.68 $16 
Thean aggregate intrinsic value of exercised options for$54 thousand outstanding under the years ended September 30, 2020 and 2019, in thousands:
20202019
Value at exercise date$510 $
Exercise price206 
Intrinsic value$304 $
Information about the Company’s outstanding and exercisablePlan. As of December 31, 2021, there were 50,000 stock options at September 30, 2020 is as follows, in thousands exceptwith a weighted average exercise price of $1.28 per share and per share amounts:
Exercise PriceStock Options
Outstanding
Exercisable
Stock Options
Outstanding
Remaining
Contractual
Life  
Aggregate
Intrinsic
Value
$1.28 50,000 16,667 8.25$32 
$1.81 50,000 50,000 6.42
100,000 66,667 $38 
The Company granted nonqualifiedan aggregate intrinsic value of $22 thousand outstanding under the Plan. There were 50,000 stock options of 0 and 480,000 options for the years ended September 30, 2020 and 2019, respectively. The Company estimated the fair value of the options granted using the Black-Scholes option valuation model and the assumptions shown in the table below. The Company estimated the expected term of options granted based on the historical grants and exercises of the Company's options.  The Company estimated the volatility of its common stock at the date of the grant based on both the historical volatility as well as the implied volatility on its common stock. The Company based the risk-free rate that was used in the Black-Scholes option valuation model on the implied yield in effect at the time of the option grant on U.S. Treasury zero-coupon issues with equivalent expected terms. The Company has never paid cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future. Consequently, the Company used an expected dividend yield of 0 in the Black-Scholes option valuation model. The Company amortizes the resulting fair value of the options ratably over the vesting period of the awards. The Company used historical data to estimate the pre-vesting options forfeitures and records share-based expense only for those awards that are expected to vest.
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The estimated fair value at date of grant for stock options utilizing the Black-Scholes option valuation model and the assumptions that were used in the Black-Scholes option valuation model for the fiscal year 2019 stock option grants are as follows:
Estimated fair value of options at grant date$196,970
Black-Scholes model assumptions:
Average expected life (years)6
Average expected volatile factor29%
Average risk-free interest rate2.8%
Average expected dividend yield0
The Company realized a net benefit related to the recognition of forfeitures of stock optionsexercised during the year ended September 30, 2020. Compensation expense related toDecember 31, 2022 with a weighted average exercise price of $1.28 per share and an aggregate intrinsic value of $47 thousand. As of December 31, 2022, no stock options recorded for the years ended September 30, 2020 and 2019 is as follows:
 20202019
Fiscal year 2017 grant$(6)$18 
Fiscal year 2019 grant128 
Total compensation expense$(6)$146 
At September 30, 2020, compensation costs related to these unvested stock options not yet recognized in the statements of operations was $2,945 which will be fully amortized by 2022.remained outstanding.
Restricted stock awards
In fiscal year 2019, the Company granted restricted share awards to its Chairman of the Board of Directors totaling 55,147 shares, which were valued at market value on the date of grant. The shares will vest 20% per year with the first installment vesting on the first anniversary of the grant date. The fair value of the shares upon issuance totaled $0.1 million.

In fiscal year 2020, the Company granted a total of 298,974 shares to its board members, which were valued at market value on the date of grant. The shares ranged in vesting periods from immediate to three years. The fair value of the shares upon issuance totaled $0.6 million.

In fiscal year 2020, the Company granted a total of 220,937 shares to certain members of management, which were valued at market value on the date of grant. The shares ranged in vesting periods from immediate to three years. The fair value of the shares upon issuance totaled $0.6 million.
A summary of the Company's non-vested restricted share awards (RSA) at September 30, 2020December 31, 2022 and changes during the transition period of three months ended December 31, 2021 and the year ended September 30, 2020December 31, 2022 is presented in the following table:table ($ in thousands):
SharesFair ValueSharesFair Value
Non-vested at September 30, 201944,118 $60 
Non-vested at September 30, 2021Non-vested at September 30, 2021739,913 $1,706 
GrantedGranted764,184 1,569 Granted130,111 $333 
VestedVested(333,278)(571)Vested(112,390)$(230)
ForfeitedForfeitedForfeited(20,000)$(41)
Non-vested at September 30, 2020475,024 $1,058 
Non-vested at December 31, 2021Non-vested at December 31, 2021737,634 $1,768 
GrantedGranted260,391 361 
VestedVested(354,634)(857)
ForfeitedForfeited(111,666)(256)
Non-vested at December 31, 2022Non-vested at December 31, 2022531,725 $1,016 

In addition, certain outstanding stock options held by 2 members of management and one director were converted to stock grants based on a fair value calculation of the outstanding stock options. As a result, the options outstanding, which totaled 330,000 options, were forfeited and 244,273 shares of common stock were granted based on the fair value calculation of $0.6 million. Since this was considered a modification of a stock award, the Company recognized the difference between the stock grant fair value and the immediate fair value of the stock option award, before modification which totaled $0.2 million.
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Compensation expense related to restricted stock recorded for the yearsyear ended December 31, 2022, the transition period of three months ended December 31, 2021, and the year ended September 30, 2020 and 20192021 is as follows, in thousands:
 20202019
Fiscal year 2019 grant15 38 
Fiscal year 2020 grant565 15 
Total compensation expense$580 $53 
Year EndedThree Months EndedYear Ended
December 31,December 31,September 30,
 202220212021
Fiscal year 2020 grant$36 $37 $450 
Fiscal year 2021 grant252 125 556 
2021 Transition period grant87 119 — 
Fiscal year 2022 grant195 — — 
Total restricted stock compensation expense$570 $281 $1,006 
Valuation of time vesting restricted stock awards for all periods presented is equal to the quoted market price for the shares on the date of the grant. The Company amortizes the fair value of the restricted share awards, graded, over the vesting period of the awards.
The Company did not recognize a tax benefit for compensation expense recognized during the year ended December 31, 2022, the transition period of three months ended December 31, 2021, and the year ended September 30, 2021.
At December 31, 2022, unrecognized compensation expense related to non-vested stock-based compensation awards not yet recognized in the consolidated statements of operations was $0.4 million. That cost is expected to be recognized over a period of 2.50 years.

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Note 1210 – Equity Distribution Agreement and Sale of Common Stock

On April 24, 2020, the Company entered into an Equity Distribution Agreement (the “Sales Agreement”) with Northland Securities, Inc., as agent (“Northland”), pursuant to which the Company may offer and sell, from time to time, through Northland, shares of the Company’s common stock, par value $0.01 per share, having an aggregate offering price of up to $13.9 million.million ("Shares").

The offer and sale of the Shares will bewere made pursuant to a shelf registration statement on Form S-3 and the related prospectus filed by the Company with the SECSecurities and Exchange Commission (the "SEC") on March 3, 2020, as amended on March 23, 2020, and declared effective by the SEC on April 1, 2020.

Pursuant to the Sales Agreement, Northland may sellsold the Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act of 1933 (the “Securities Act”), including sales made by means of ordinary brokers’ transactions, including on The Nasdaq GlobalCapital Market, at market prices or as otherwise agreed with Northland. Northland will useused commercially reasonable efforts consistent with its normal trading and sales practices to sell the Shares from time to time, based upon instructions from the Company, including any price or size limits or other customary parameters or conditions the Company may impose. The sales agreement may be terminated without prior notice at any time prior to the fulfillment of the Sales Agreement if additional sales are deemed not warranted.have imposed.

The Company will paypaid Northland a commission rate equal to an aggregate of 3.0% of the aggregate gross proceeds from each sale of Shares and have agreed to provide Northland with customary indemnification and contribution rights. The Company will also reimbursereimbursed Northland for certain specified expenses in connection with entering into the Sales Agreement. The Sales Agreement containscontained customary representations and warranties and conditions to the placements of the Shares pursuant thereto.

During the three months ended December 31, 2021, 320,787 Shares were sold by Northland on behalf of the Company with gross proceeds of $0.7 million, and net proceeds after commissions and fees of $0.6 million. During the year ended September 30, 2020, 573,199December 31, 2022, 892,181 shares were sold by Northland on behalf of the Company with gross proceeds of $2.2$1.7 million, and net proceeds after commissions and fees of $2.1$1.6 million.

On November 28, 2022, the Company terminated the Sales Agreement with Northland. There were no penalties associated with the termination of the Sales Agreement.


Note 1311 - Supplemental Cash Flow Information

(in thousands)(in thousands)Years ended September 30,(in thousands)Year EndedThree Months EndedYear Ended
20202019December 31,December 31,September 30,
202220212021
Supplemental cash flow information:Supplemental cash flow information:Supplemental cash flow information:
Cash paid for interestCash paid for interest$230 $126 Cash paid for interest$176 $59 $257 
Cash received from income taxes$$(172)
Supplemental noncash investing activities:Supplemental noncash investing activities:Supplemental noncash investing activities:
Assets acquired under financing leasesAssets acquired under financing leases$1,352 $Assets acquired under financing leases$653 $272 $1,623 
Promissory note from disposition of business$$6,375 


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Note 1412 – Earnings per Share
Basic and diluted earnings per share for the yearsyear ended December 31, 2022, the transition period of three months ended December 31, 2021, and the year ended September 30, 2020 and 2019,2021, in thousands:
 20202019
Loss from continuing operations$(17,333)$(4,035)
Discontinued operations, net of tax(1,267)
Net loss attributable to common shareholders $(17,333)$(5,302)
Basic weighted average shares11,164 10,361 
Diluted weighted average shares11,164 10,361 
Loss per common share:
Basic
Continuing operations$(1.55)$(0.39)
Discontinued operations(0.12)
Net loss$(1.55)$(0.51)
Continuing operations$(1.55)$(0.39)
Discontinued operations(0.12)
Net loss$(1.55)$(0.51)
Year EndedThree Months EndedYear Ended
December 31,December 31,September 30,
 202220212021
Net loss attributable to common shareholders $471 $(2,029)$(6,502)
Basic weighted average shares13,484 12,683 12,401 
Effect of dilutive securities:
Stock options— — — 
Diluted weighted average shares13,484 12,683 12,401 
Loss per common share:
Basic$0.03 $(0.16)$(0.52)
Diluted$0.03 $(0.16)$(0.52)
The table below includes information related to stock options that were outstanding at the end of each respective year but have been excluded from the computation of weighted-average stock options for dilutive securities due to the option exercise price exceeding the average market price per share of the Company’s common stock for the fiscal year asbecause their effect would be anti-dilutive, or the exercise of the option is antidilutive.anti-dilutive.
December 31,December 31,September 30,
20202019 202220212021
Stock options excludedStock options excluded100,000 770,000 Stock options excluded— 50,000 50,000 
Weighted average exercise price of
stock options$1.55 $1.73 
Weighted average exercise price of stock optionsWeighted average exercise price of stock options$1.28 $1.28 
Average market price of common stockAverage market price of common stock$2.44 $1.49 Average market price of common stock$2.05 $2.57 

Note 1513 – Income Taxes
The benefitprovision (benefit) for income taxes for the yearsyear ended December 31, 2022, the transition period of three months ended December 31, 2021, and the year ended September 30, 2020 and 20192021 consists of, in thousands:
 20202019
Continuing operations:  
Current$(1,249)$(13)
Deferred
 (1,249)(13)
Discontinued operations – current
Total benefit for income taxes$(1,249)$(5)
Year EndedThree Months EndedYear Ended
December 31,December 31,September 30,
 202220212021
Current$$— $(53)
Deferred— — — 
Total provision (benefit) for income taxes$$— $(53)
The following table summarizes the differences between the U.S. federal statutory rate and the Company’s effective tax rate for continuing operations financial statement purposes for the yearsyear ended December 31, 2022, the transition period of three months ended December 31, 2021, and the year ended September 30, 2020 and 2019:2021:
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Year EndedThree Months EndedYear Ended
December 31,December 31,September 30,
20202019 202220212021
Statutory tax rateStatutory tax rate21.0 %21.0 %Statutory tax rate21.0 %21.0 %21.0 %
State income taxes, net of U.S. federal tax benefitState income taxes, net of U.S. federal tax benefit4.8 %6.6 %State income taxes, net of U.S. federal tax benefit(3.2)%1.9 %5.4 %
Return to accrual adjustmentReturn to accrual adjustment%(0.6 %)Return to accrual adjustment— %— %5.8 %
Tax credits%%
Charges without tax benefit0.1 %(5.3 %)
Change in rateChange in rate(4.1 %)— %— %
Permanent differencesPermanent differences(14.5)%— %— %
Valuation allowanceValuation allowance(19.4 %)(22.1 %)Valuation allowance20.5 %(21.4 %)(32.7 %)
Other exclusionsOther exclusions0.1 %0.7 %Other exclusions(18.0)%(1.5)%1.3 %
Company’s effective tax rateCompany’s effective tax rate6.6 %0.3 %Company’s effective tax rate1.7 %0.0%0.8 %
The charges without tax benefit rate includes, among other things, the impact of officer life insurance, nondeductible meals and entertainment and permanent basis differences in goodwill.
As a result of the CARES Act, the Company can carryback net operating losses (NOL) generated in 2018 through 2020 for a period of five years. As a result, the Company’s effective tax rate included an income tax benefit recognized during the fiscal year ended September 30, 2020 related to tax losses generated during the fiscal year up to the amount that the Company estimates is realizable based upon taxable income in the carryback periods. Therefore, as of September 30, 2020, the Company recorded a $1.2 million income tax receivable and a corresponding current benefit for income taxes. The Company continues to provide a valuation allowance of $6.4$9.1 million for all net deferred tax assets where the Company believes it is more likely than not that those deferred taxes will not be realized.
The tax effects of temporary differences related to deferred taxes at December 31, 2022, 2021, and September 30, 2020 and 20192021 consist of the following, in thousands:
December 31,December 31,September 30,
20202019 202220212021
Deferred tax assets:Deferred tax assets:  Deferred tax assets:  
Net operating loss carryforwardsNet operating loss carryforwards$4,659 $2,632 Net operating loss carryforwards$6,376 $6,382 $5,895 
Accounts receivableAccounts receivable69 41 Accounts receivable72 69 69 
InventoryInventory883 393 Inventory1,071 994 966 
IntangiblesIntangibles1,259 707 Intangibles2,079 2,320 2,370 
Accrued expensesAccrued expenses132 53 Accrued expenses312 271 334 
Stock optionsStock options14 109 Stock options— 
Investment in equity method investee100 112 
OtherOtherOther64 64 64 
Total deferred tax assetsTotal deferred tax assets7,116 4,047 Total deferred tax assets9,974 10,105 9,703 
Deferred tax liabilities:Deferred tax liabilities: Deferred tax liabilities:
Financial basis in excess of tax basis of certain assetsFinancial basis in excess of tax basis of certain assets416 705 Financial basis in excess of tax basis of certain assets803 855 815 
OtherOther323 95 Other120 294 365 
Total deferred tax liabilitiesTotal deferred tax liabilities739800Total deferred tax liabilities923 1,149 1180
Less valuation allowanceLess valuation allowance6,377 3,247 Less valuation allowance9,051 8,956 8,523 
Net deferred taxesNet deferred taxes$$Net deferred taxes$— $— $— 
The Company’s U.S. Federal net operating loss (“NOL”) carryforwards consist of the following, in thousands:
 NOL carryforwardYear Expires
Year ended September 30, 2020$10,100,000 No expiry
Year ended September 30, 2019$2,569,000 No expiry
Year ended September 30, 2018$2,431,000 No expiry
Year ended September 30, 2016$82,820 2036
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NOL carryforwardYear Expires
Year ended December 31, 2022— 
Transition period ended December 31, 20212,100 No expiry
Year ended September 30, 20219,500 No expiry
Year ended September 30, 20209,270 No expiry
Year ended September 30, 20191,495 No expiry
The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized.  In making such determination, the Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial performance. The Company has concluded, based on its recent cumulative losses, that it is more likely than not that the Company will not be able to realize the full effect of the deferred tax assets and a valuation allowance of $6.4$9.1 million is needed.
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Based upon a review of its income tax positions, the Company believes that its positions would be sustained upon an examination by the Internal Revenue Service and does not anticipate any adjustments that would result in a material change to its financial position. Therefore, 0no reserves for uncertain income tax positions have been recorded. Generally, the Company is no longer subject to examinations by the U.S. federal, state or local tax authorities for tax years before 2017.2019.

Note 1614 – Segment Reporting
The Company is reporting its financial performance based on its external reporting segments: Wireless Infrastructure Services and Telecommunications.  These reportable segments are described below.
Wireless Infrastructure Services (“Wireless”) On January 4, 2019, the Company purchased substantially all of the net assets of Fulton, which comprises theThe Company's Wireless segment.  Fultonsegment provides turn-key wireless infrastructure services for the 4four major U.S. wireless carriers, communication tower companies, national integrators, and original equipment manufacturers that support these wireless carriers.  These services primarily consist of the installation and upgrade of technology on cell sites and the construction of new small cells for 5G.
Telecommunications (“Telco”) The Company’s Telco segment sells new and refurbished telecommunications networking equipment, including both central office and customer premise equipment, to its customer base of telecommunications providers, enterprise customers and resellers located primarily in North America. This segment also offers its customers repair and testing services for telecommunications networking equipment. In addition, this segment offers its customers decommissioning services for surplus and obsolete equipment, which it in turn processes through its recycling program.
The Company evaluates performance and allocates its resources based on operating income. The accounting policies of its reportable segments are the same as those described in the summary of significant accounting policies. Segment assets consist primarily of cash and cash equivalents, accounts receivable, inventory, property and equipment, goodwill and intangible assets. The Company allocates its corporate general and administrative expenses to the reportable segments.
(in thousands)(in thousands)Twelve months ended September 30,(in thousands)Year EndedThree Months EndedYear Ended
December 31,December 31,September 30,
20202019 202220212021
SalesSalesSales
WirelessWireless$21,354 $22,969 Wireless$30,813 $7,119 $20,708 
TelcoTelco28,853 32,204 Telco66,220 11,571 41,553 
IntersegmentIntersegment(25)(55)Intersegment(5)— (101)
Total salesTotal sales$50,182 $55,118 Total sales$97,028 $18,690 $62,160 
Gross profitGross profitGross profit
WirelessWireless$6,580 $6,362 Wireless$8,611 $1,507 $6,277 
TelcoTelco5,100 7,096 Telco19,178 3,124 9,850 
Total gross profitTotal gross profit$11,680 $13,458 Total gross profit$27,789 $4,631 $16,127 
Operating loss
Income (loss) from operationsIncome (loss) from operations
WirelessWireless$(2,842)$(882)Wireless$(4,792)$(2,326)$(6,864)
TelcoTelco(11,341)134 Telco6,269 424 (2,433)
Corporate(4,347)$(3,228)
Total operating loss$(18,530)$(3,976)
Total operating income ( loss)Total operating income ( loss)$1,477 $(1,902)$(9,297)
(in thousands)(in thousands)December 31,December 31,September 30,
202220212021
Segment assetsSegment assetsSegment assets
WirelessWireless$5,324 $5,516 Wireless$9,790 $7,640 $7,867 
TelcoTelco12,478 22,619 Telco13,217 14,545 14,472 
Non-allocatedNon-allocated14,880 8,693 Non-allocated4,211 3,241 4,973 
Total assetsTotal assets$32,683 $36,828 Total assets$27,218 $25,426 $27,312 

4236


Note 17 – Quarterly Results of Operations (Unaudited)
The following is a summary of the quarterly results of operations for the years ended September 30, 2020 and 2019:
(in thousands)First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
Fiscal year ended 2020    
Sales$13,962 $11,959 $12,022 $12,239 
Gross profit3,592 (439)4,171 4,356 
Loss from continuing operations(1,718)(14,661)23 (978)
Basic and diluted loss from continuing operations per common share$(0.17)$(1.41)$$(0.09)
Fiscal year ended 2019
Sales$6,810 $12,890 $17,559 $17,859 
Gross profit1,723 3,477 4,587 3,671 
Loss from continuing operations(1,203)(1,211)(58)(1,562)
Basic and diluted loss from continuing operations per common share$(0.12)$(0.12)$$(0.15)
The sum of individual quarterly net loss per share may not agree to the total for the year due to each period's computation being based on the weighted average number of common shares outstanding during such period.

Note 1815 – Subsequent events
DuringThe Company has evaluated subsequent events through the period December 8, 2020 through December 15, 2020, the Company sold 209,371 sharesfiling of stock under our ATM for an average price of $3.82 pursuantthis Form 10-K, and determined that there have been no events that have occurred that would require adjustments to our agreement with Northland Securities, Inc. as described in Note 12 – Equity Distribution Agreement and Sale of Common Stock.
On December 16, 2020, the Company renewed its revolving bank line of credit for one year to a maturity date of December 17, 2021.  As part of this renewal, the revolving bank line of credit remained $4.0 million, or the sum of 80% of eligible accounts receivable and 60% of eligible inventory, as defineddisclosures in the loan agreement. Quarterly interest payments are based on WSJP, floating, with the addition of a 4% floor rate and a fixed charge coverage ratio of 1.25 to be tested quarterly beginning June 30, 2021.consolidated financial statements.
Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A.    Controls and Procedures.
Changes in Internal Control Over Financial Reporting

During the year ended September 30, 2020, the Company completed the full integration of Fulton Technologies, Inc., into our internal control over financial reporting processes.

Other than the changes described above, during the most recent fiscal year,December 31, 2022, there have been no changes, including the impact of COVID-19, in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Evaluation of Disclosure Controls and Procedures.
We maintain disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) that are designed to ensure that information required to be disclosed by us in the reports that we file or submit to the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified by the Commission’s rules and forms, and that information is accumulated and communicated to our management, including our Chief Executive Officer and
43


our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer evaluated our disclosure controls and procedures as of September 30, 2020.December 31, 2022. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective.
Management’s Annual Report on Internal Control over Financial Reporting.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) and for the assessment of the effectiveness of internal control over financial reporting.  Our internal control system was designed to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of financial statements in accordance with accounting principles generally accepted in the United States. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorization of our management and board of directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.  Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management assessed the effectiveness of our internal control over financial reporting as of September 30, 2020.December 31, 2022. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013).
During fiscal year 2019, the Company acquired Fulton. See Note 3. Acquisitions for additional information on this acquisition. Management has included this business in its evaluation of the effectiveness of the Company’s internal control over financial reporting as of September 30, 2020. 
Based on our assessment, we believe that, as of September 30, 2020,December 31, 2022, our internal control over financial reporting is effective.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by our registered public
37


accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.
Changes in Internal Control over Financial Reporting.
During the year ended September 30, 2020, the Company integrated the acquisition of Fulton Technologies, Inc. fully into its control environment.None.
Item 9B.    Other Information.
None.
4438


PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Identification of Directors

Our bylaws provide that our Board shall consist of not less than one nor more than nine directors, as determined from time to time by board resolution. The Board is presently comprised of fivesix directors, each of whom serves for a term of one year. The Directors are as follows:

David E. Chymiak Director since 1999

Mr. Chymiak, 75,77, served as ADDvantage's Chief Technology Officer from April 2, 2012 through June 30, 2019, which was the effective date of the sale of the Cable Television segment to Mr. Chymiak’s affiliated company, Leveling 8 Inc. (see Certain Relationships and Related Transactions section). Mr. Chymiak oversaw the operations of the Cable Television segment which he co-founded as Tulsat in 1985. Upon the sale of the Cable Television segment to Leveling 8, Mr. Chymiak is no longer an employee of the Company, but remains on the Company’s Board of Directors and is a member of the audit committee.Directors. Mr. Chymiak served as our Company’s Chairman of the Board from during the years 1999 to 2012 and 2014 to 2018.

Joseph E. Hart Director since 2015

Mr. Hart, 70,72, has served as our President and Chief Executive Officer insince October 2018. Prior to joining the Company, Mr. Hart was the CEO of Aero Communications, Inc., a company specializing in installation, maintenance, and network design and construction for the telecommunications industry (2015 to 2018). From 2006 to 2014, Mr. Hart served as the Executive Vice President of Network Infrastructure Services and Operations for Goodman Networks, Inc., a provider of end-to-end network infrastructure, professional services and field deployment to the wireless telecommunications and satellite television industry. For the previous 20 years, Mr. Hart served in various executive leadership positions for AT&T and other various telecommunication and wireless companies. Mr. Hart holds a Master of Science degree in systems management from the University of Southern California and Bachelor of Business Administration degree from Baldwin-Wallace College.

Timothy S. Harden Independent Director since 2019

Mr. Harden, 67,69, has broad Communication Industry experience in various positions of leadership. He currently sits on a number of advisory boards focused on providing products and services in the Communication space. Mr. Harden spentspent 33 years with AT&T in various operating executive positions, the last of which was President of AT&T’s Worldwide Supply Chain. A few of his previous areas of responsibility included President and CEO of AT&T West, President of network services for AT&T Southwest, and President of Data and Network Services for SBC Operations. Mr. Harden also gained broad telecommunications experience from a series of executive assignments within AT&T’s predecessor companies SBC and Pacific Telesis, including President of SBC Telecom, Inc., President and Chief Executive Officer of Pacific Telesis Business Systems, Chief Operating Officer of Pacific Bell’s Advanced Communications Network, and Senior VP – Network Engineering and Planning of SBC Data Services. Mr. Harden has served as Chairman of the QuEST/TIA Forum Executive Board, managing the quality standard TL 9000 through 200+ companies worldwide. He is a former member of Supply Chain 50 representing the top Supply Chains in the U.S., and a member of Supply Chain World representing the top 200 Supply Chains worldwide.

Mr. Harden is an inductee in the National Football Foundation and College Hall of Fame as a scholar athlete. He currently serves on the board of directors for the San Francisco Chapter of this national organization. In 2007 he was named as a Distinguished American by this group for his efforts in support of their mission to promote and develop the qualities of leadership, sportsmanship, competitive zeal and the drive for academic excellence in America’s young people. This was only the 9th time this honor has been awarded in the 70 year history of the organization. Mr. Harden is a retired Captain in the USN Reserve and a past Associate Professor at the University of Utah. Mr. Harden started his career as an officer in the US Navy after his graduation from the US Naval Academy.

Thomas J. FranzIndependentDirector since 2007

Mr. Franz, 62, is the head of TJ Franz & Associates, a firm specializing in profitability and contract CFO consulting for small and medium sized businesses, which he founded in 2003. For ten years prior, he served as Chief Financial Officer or Chief Operating Officer roles. From 1983 to 1993 Mr. Franz practiced public accounting for clients in the banking, government, venture capital, not for profit and financial services industries. Mr. Franz is a certified public
45


accountant with a Bachelor of Business Administration and a Master of Science in accounting from Oklahoma State University.

James C. McGill Independent Director since 2007

Mr. McGill, 77,79, has served as our Company’s Chairman of the Board since October 2018. Mr. McGill is currently the President of McGill Resources, a venture capital investment company, a position he has held since 1987. In 2015, Mr. McGill formed and owns Ediche, LLC, a clothing importer. He also served in various executive leadership roles and as Chairman of the Board of Directors of MacroSolve, Inc., a technology company focused on wireless data
39


collection, (2002from 2002 to 2013).2013. Mr. McGill serves on boards of organizations in the Tulsa, Oklahoma area, and has served on public company boards with many years serving as audit committee or board chair.

During his career, Mr. McGill has received 25 U.S. and foreign patents in the field of pollution control and has extensive experience in helping to develop early-stage and emerging companies. Mr. McGill is a registered professional engineer with a Bachelor of Science degree in chemical engineering from The University of Tulsa where he graduated cum laude. He is a member of the University’s College of Engineering and Applied Sciences Hall of Fame and was named a Distinguished Alumni in 2005. In 2013, he was named to the Collins College Business Hall of Fame.

John M. Shelnutt Independent Director since 2019

Mr. Shelnutt, 58,60, is the Vice President of Blue Danube Systems, a company that designs intelligent wireless access solutions using cloud-based analytics and machine learning to deliver high-definition active antenna systems technology to the wireless industry. Prior to 2017 when he joined Blue Danube Systems, Mr. Shelnutt served in executive capacities at Cisco from 2011 to 2016, leading their Mobility Division.mobility division with global responsibility for all of the mobile product offerings of the company and managing one of their largest global customers. Prior to that, Mr. Shelnutt spent 12 years in executive leadership roles at Alcatel including the startup of their global DSL division and managing their United States Mobility Division.mobility division. Mr. Shelnutt is also currently a partner since March 2021 in NASH21, a company that invests in real estate and rental properties primarily in Florida. Mr. Shelnutt has also served on various boards within the telecommunications industry including the QuEST Forum, ATIS, and Broadband Forum and was an advisor to Tech Titans of Dallas, Texas and the City of New York Public Schools Technology group.

David W. Sparkman Independent Director since 2015

Mr. Sparkman, 63, is65, recently retired as the Chief Financial Officer of Oklahoma Capital Bank, a positionBank. Prior to that, he has held since 2017. Mr. Sparkmanwas the President of the financial consulting firm, Ulysses Enterprises, in which he also served in 2009-2010. Until the sale of the companies in October 2016, he was the Chief Financial Officer for a group of oil field service companies: Acid Specialists, LLC; Frac Specialists, LLC; and Cement Specialists, LLC (2014LLC. Mr. Sparkman served in that capacity beginning in September 2014, and prior to 2016),joining this group full-time in this capacity, he provided accounting and financial consulting services to these companies starting in April 2014. From 2010 to 2011, Mr. Sparkman was the CFO for Great White Energy Services (2010 to 2011)until this company was acquired by Archer Well Company in 2011, and then served as the North America Director of Finance for Archer Well Company (2011 to 2013) after Great White was acquired by Archer Well Company. Prior to that, he was President of the financial consulting firm, Ulysses Enterprises, LLC. (2009 to 2010).until 2013. Mr. Sparkman also spent 12 years with Dollar Thrifty Automotive Group serving in various accounting and finance-related senior management positions in accounting and finance.positions. Mr. Sparkman is a certified public accountant (inactive) and holds a Bachelorbachelor of Business Administrationbusiness administration degree in accounting from the University of Arkansas where he graduated cum laude.

Identification of Executive Officers

We have fivetwo executive officers. Our officers are elected by our Board of Directors and serve at the pleasure of the Board of Directors.

Joseph E. Hart

Biographical information for Mr. Hart, President and Chief Executive Officer, is set forth above.

ScottMichael A. FrancisRutledge

Mr. Francis, 53, has been aRutledge, 52, Chief Financial Officer, began his career with ADDVantage Technologies in September 2021. Mr. Rutledge served as Vice President, since September 15, 2008, our corporate secretary since August 6, 2009, and our Chief Accounting Officer since March 2019. From September 15, 2008 through March, 2019, Mr. Francis servedFinance at SomnoMed Group for the past five years. Previously, he spent two years as ourthe Chief Financial Officer. Mr. Francis has over 25 years of financeOfficer at BG Staffing, where he played a key role in taking the company public and management experience. Prior to joining ADDvantage, he served as a controller of accounting at Vanguard Car Rental USA, Inc. from June 2004 until September 2008.raising $16 million. Prior to that, he servedspent three years as manager of financial reporting for WilTel Communications, Inc. from 1997 through May 2004. Mr. Francis is a certified public accountant with a Bachelor of Business Administration degree in accounting from Oklahoma State University.

46


Reginald Jaramillo

Mr. Jaramillo, 44,Vice President of Telecommunications,Finance with Cantel Medical Corporation, a publicly owned manufacturer of medical products, which acquired Byrne Medical, Inc., where he was the Chief Financial Officer. He joined Byrne Medical from N.F. Smith & Associates, a privately owned distributor of electronic components, where he spent four years as the Chief Financial Officer. He began his career with ADDvantage Technologies in 2019 serving as the company’s Director of Financial Planning and Analysis where he developed planning and analysis processes from the ground up. He was born into an entrepreneurial family and grew up working in the Leal’s Mexican Foods family restaurant businesses located in West Texas and Eastern New Mexico. Subsequently, he spent five years working in the financial services industry for Wells Fargo Financial and American General Financial Services. Prior to joining the company, Mr. Jaramillo worked for 15 years in the telecommunications industry for Cox Communications, Time Warner Cable and most recently Suddenlink Communications (Operated by Altice USA NYSE: ATUS)at Ernst & Young, where he spent 1012 years servingultimately as Senior Audit Manager and was involved in various fiscalseveral IPOs. He is a CPA in the State of Texas and operational leadership role, which included VP of Fiscal Operations, VP of Business Planning, and VP of Field Operations. Mr. Jaramillo graduated from New Mexico Military Institute. He holds a Bachelor of Business Administration from Midwestern State University, an MBA from Texas Tech University, and is nearing completion of a Master of Science in Accounting from Texas A&M University-Commerce.

Jimmy Taylor

Mr. Taylor, 64, President of our Wireless Segment since July 2020, is a 35-year veteran of the wireless infrastructure and telecommunications industries. He has extensive experience in both operational leadership and business development, creating a solid foundation for process improvement as well as organic and transactional growth. Mr. Taylor has held multiple senior leadership roles, especially in site development and deployment. He started his career at Houston Cellular and PrimeCo PCS and then joined Crown Castle International, one of the world’s largest tower asset management companies. He was the Regional VP of Southwest Operations for Crown Castle for almost 10 years, where he was responsible for site development, deployment and leasing operations. He was VP of Site Development at Goodman Networks and President of the Teltech Group and Cotton Telecom. His robust experience and contacts in the wireless infrastructure services industry will help Fulton reach its full potential as the industry prepares for significant growth related to 5G. Mr. Taylor holds a Bachelor of Business Administration from the University of Texas at Austin and a Bachelor of Arts from Angelo State University.

Jarrod M. Watson

Mr. Watson, 45, has served as the Company's Chief Financial Officer since July 2020. Mr. Watson joined the company with more than 20 years of corporate financial leadership experience with large organizations including Fortune 500 companies Yum Brands (NYSE: YUM) and McKesson (NYSE: MCK). Prior to joining ADDvantage Technologies, Mr. Watson served as Chief Financial Officer of Southland Holdings, a large privately held heavy civil construction company. In that role, he led all departments of finance, accounting, treasury and human resources. During his time there, he led several large transformation initiatives designed to position the company for growth. Prior to that, he served as Head of Business Analytics & Forecasting for Pizza Hut US, a Yum! Brands subsidiary, the largest restaurant company in the world. In that role he led all areas of financial analysis and forecasting. Mr. Watson has also held financial leadership roles with increasing levels of responsibility for several companies prior to that. One notable example includes ADC Telecommunications (currently operating as part of Commscope NASDAQ: COMM), a publicly traded telecommunications equipment manufacturer. Mr. Watson received an MBA from the Owen Graduate School of Management at Vanderbilt University and is licensed as a certified public accountant.

Compliance with Section 16(a)

40


Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers, and persons who own more than 10% of our common stock to report their initial ownership of our common stock and any subsequent changes in that ownership to the SEC and to furnish us with a copy of each of these reports. SEC regulations impose specific due dates for these reports and we are required to disclose in this proxy statement any failure to file by these dates during fiscal year 2020.2022.

Based solely on the review of the copies of these reports furnished to us and written representations that no other reports were required, during and with respect to the fiscal year ended September 30, 2020,December 31, 2022, we believe that these persons have complied with all applicable filing requirements.

47


Code of Ethics

We have adopted a Code of Business Conduct and Ethics which is applicable to all of our directors, officers and employees. A copy of our Code of Business Conduct and Ethics is posted on our website at www.addvantagetechnologies.com.www.addvantagetechnologies.com. We intend to satisfy the disclosure requirements, including those of Item 406 of Regulation S-K, regarding certain amendments to, or waivers from, provisions of our Code of Business Conduct and Ethics by posting such information on our website.

Audit Committee

The functions and members of our Audit Committee are set forth below. The members of the Audit Committee are David W. Sparkman (Chairman), Thomas J. FranzJohn M. Shelnutt, and James C. McGill. Each of the committee members is independent as defined under the rules and listing standards of the NASDAQ Stock Market (“NASDAQ”) and the rules of the Securities and Exchange Commission implemented pursuant to the Sarbanes-Oxley Act of 2002. The Audit Committee met four times during fiscal year 2020.2022. All of the meetings were held prior to the reporting of our quarterly financial results.

Functions

Selects the firm that will serve as our independent registered public accounting firm;

Reviews scope and results of audits with our independent registered public accounting firm, compliance with any of our accounting policies and procedures and the adequacy of our system of internal controls;

Oversees quarterly reporting; and

Performs the other functions listed in the Charter of the Audit Committee, a current copy of which may be found on our website at www.addvantagetechnologies.com.

Audit Committee Financial Expert

The SEC has adopted rules pursuant to the provisions of the Sarbanes-Oxley Act requiring audit committees to include an “audit committee financial expert,” defined as a person who has the following attributes:

1) an understanding of generally accepted accounting principles and financial statements;
2) the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves;
3) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the registrant’s financial statements, or experience actively supervising one or more persons engaged in such activities;
4) an understanding of internal control over financial reporting; and
5) an understanding of audit committee functions.

The financial expert will have to possess all of the attributes listed above to qualify as an audit committee financial expert.

Our Board of Directors has determined that each of Thomas J. Franz,David W. Sparkman, John M. Shelnutt, and James C. McGill and David W. Sparkman meets the definitions of an audit committee financial expert.

41



48



Item 11. Executive Compensation

Summary Compensation Table

The following information relates to compensation paid by the Company for the fiscal years ended 2020December 31, 2022 and 2019September 30, 2021 to the Company’s Chief Executive Officer, Chief Financial Officer and the two othernext most highly compensated executive officersofficer of the Company :Company:

Non-Equity
StockOptionIncentive PlanAll OtherTotal
Name and Principal PositionYearSalaryBonusAwardsAwardsCompensationCompensationCompensation
($)(1)($)(2)($) (3)($) (4)($)($)(5)($)
Joseph E. Hart2020$290,769 105,000 $87,898 $— $— $25,173 $508,840 
Principal Executive Officer2019303,846 — — 84,000 — 28,192 416,038 
Scott A. Francis2020174,462 36,000 50,988 — — 10,000 271,450 
Vice President, Chief Accounting Officer2019182,885 — — 11,220 — 15,144 209,249 
Donald E. Kinison2020169,231 55,000 — — — 112,891 337,122 
President, Telco Segment (6)2019210,769 — — 18,700 — 16,538 246,007 
(1)Messrs. Hart and Francis are entitled to the compensation under employment or severance agreements which are described below.
(2)Bonus amounts paid in 2020 represent amounts earned in 2019. There was no executive bonus awarded in 2020. There were no 2019 bonus payments related to 2018.
(3)The amounts shown are Company officer compensation and represent the total fair value of the stock awards shares on the date of the grant to officers for fiscal years 2020 and 2019. The fair value of the stock awards is amortized over the vesting period to compensation expense in the Consolidated Statements of Operations contained in this Annual Report on Form 10-K. The fair value of the stock awards was based on the closing market prices of the stock on the dates of the grants. The actual value that an executive officer will realize upon vesting of performance or time-based awards will depend upon the market price of the Company’s stock on the vesting date, so there is no assurance that the value realized by an executive officer will be at or near the value of the market price of the Company’s stock on the grant date. In addition, certain outstanding stock options held by Mr. Hart and Mr. Francis were converted to stock grants based on a the fair value of the outstanding stock options on the conversion date. As a result, the options were forfeited and the officer's compensation is shown net of the value of the forfeited options.
(4)The amounts shown represent expenses recognized in the Consolidated Financial Statements contained in the Part II of the Company’s Annual Report on Form 10-K for the year ended September 30, 2020. All assumptions utilized to calculate the expense amounts shown above are set forth in Note 11 - Stock Based Compensation of the Notes to Consolidated Financial Statements in Part II of this Annual Report on From 10-K.
(5)Represents amounts paid by the Company on behalf of an officer for matching contributions to the Company’s qualified 401(k) plan, and auto allowance received during the year. Mr. Kinison's other compensation includes $67,700 of severance and $28,300 of COBRA payments.
(6)Mr. Kinison's salary for 2020 prorated based on his departure from the Company on May 31, 2020, and includes payout of unused vacation time at separation.

Non-Equity
StockOptionIncentive PlanAll OtherTotal
Name and Principal PositionYearSalaryBonusAwardsAwardsCompensationCompensationCompensation
($)($)(1)($) (2)($)($)($)(3)($)
Joseph E. Hart2022$300,000 — $— $— $— $32,505 $332,505 
Principal Executive Officer2021$300,000 — $446,450 $— $— $26,419 $772,869 
Michael A. Rutledge2022250,000 — 106,839 — — 24,662 381,501 
Chief Financial Officer (4)202115,050 — — — — — 15,050 
Scott A. Francis
Chief Accounting Officer (5)2021108,632 — 222,858 — — 94,660 426,150 
Jimmy Taylor2022128,041 — 43,875 — — 8,017 179,933 
President, Wireless Segment (6)2021235,383 — 78,325 — — 14,116 327,824 
(1)There were no executive bonuses awarded in 2022 or 2021.
(2)The amounts shown are Company officer compensation and represent the total fair value of the stock awards shares on the date of the grant to officers for fiscal years 2022 and 2021.  The fair value of the stock awards is amortized over the vesting period to compensation expense in the Consolidated Statements of Operations contained in this Annual Report on Form 10-K.  The fair value of the stock awards was based on the closing market prices of the stock on the dates of the grants. The actual value that an executive officer will realize upon vesting of performance or time-based awards will depend upon the market price of the Company’s stock on the vesting date, so there is no assurance that the value realized by an executive officer will be at or near the value of the market price of the Company’s stock on the grant date. Mr. Hart's amount for fiscal year 2021 was inadvertently omitted from the 10-K/A and the Proxy statement filed on January 27, 2022 and August 12, 2022, respectively.
(3)Represents amounts paid by the Company on behalf of an officer for matching contributions to the Company’s qualified 401(k) plan, group term life, and auto allowance received during the year. Mr. Francis's other compensation includes severance payments.
(4)Mr. Rutledge's salary for 2021 represents his prorated annual salary of $250,000 as per the terms of his employment agreement from his September 2021 start date.
(5)Mr. Francis was the Vice President and Chief Accounting Officer of the Company until his departure in March 2021. Mr. Francis served as the interim Chief Accounting Officer through August 2021 as an independent contractor.
(6)Mr. Taylor retired in July, 2022.
Potential Payments Upon Termination or Change of Control

We have entered into employment/severance agreements with Mr. Hart and Mr. Francis.Rutledge. These agreements are designed to promote stability, continuity and focus for key members of leadership during periods of uncertainty that may be created by change of control situations. Additionally, the use of such agreements is a competitive practice that enhances our ability to attract and retain leadership talent.

Under theseThese agreements have no stated term but provide for the payment of severance benefits will occur in most situations where the employee is terminated without cause or is terminated or resigns in connection with a Change in Control of the Company. Mr. Hart, in this event, will be paid the amount of his annual base salary immediately preceding the termination without cause or Change of Control andControl. Mr. FrancisRutledge will be paid the amount of 50% of his annual base salary immediately preceding the termination without cause or Change of Control. Most executive equity awards which are subject to vesting provide for accelerated vesting upon the occurrence of a change in control.Mr. Kinison was a party to a similar employment agreement prior to his departure from the Company.

“Change of Control” as used in these agreements has a fairly customary definition designed to reflect that a fundamental change in beneficial ownership or control of the Company has occurred. Specifically, the agreements incorporate the term a “change of control event”, as defined in United States Treasury Regulations (“Regulations”) promulgated under section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) that results from an event in which a person comes to be the owner, directly or indirectly, of 50% or more of outstanding voting
49


securities of the Company or its parent company or the transfer or disposition of all or substantially all of the assets of the Company, its parent or their successor or a person, acquires, directly or indirectly, the voting power to elect a majority of the members of the Board of the Company or its parent (other than in the normal course) or any other similar transaction or series of related transactions.
42


Outstanding Equity Awards at September 30, 2020December 31, 2022

The named executive officers of the Company did not have any unvested equitystock option awards as of September 30, 2020.December 31, 2022.

The following table reflects the number of shares of unvested restricted stock awards of our named executive officers of the Company as of December 31, 2022:
Unvested Restricted Stock
Joseph E. Hart— 
Michael A. Rutledge37,500 
Compensation of Directors

We paid our non-employee directors $500The director compensation plan compensates each director, with the exception of Mr. McGill, $20,000 per quarteryear and $750 for each board meeting and $375 for each committee meeting or telephonic board or committee meeting the director attended. The chairmanChairman of the Audit Committee $30,000. Mr. McGill receives an additional $375$25,000 annually in cash paid in monthly installments per meeting, andhis agreement with the chairmen of the Compensation and Governance and Nominating Committees receive an additional $150 per meeting. In addition, allCompany.

All directors are eligible to receive awards of restricted shares, which are subject to a 12-month holding period, or options to purchase shares of our common stock each year after the annual shareholders meeting. Each director, with the exception of Messrs. McGill and Chymiak, is to be awarded $50,000 of restricted stock upon each election to the board, which would be subject to a holding period equal to their board term. Mr. McGill is to receive $50,000 of restricted stock each October, subject to a twelve month holding period, per his agreement with the Company. Mr. Chymiak is to receive $15,000 of restricted stock upon his election to the board, which would be subject to a holding period equal to his board term.

We reimburse all directors for out-of-pocket expenses incurred by them in connection with their service on our Board and any Board committee. The following table reflects the total compensation earned by each non-employee director during the last fiscal year:

Fiscal Year 2022 Director CompensationFees Earned or Paid in Cash
Restricted Stock Awards (5) (6)
Total Compensation
James C. McGill (1) (2) (3) (4) (7)$25,000 $50,000 $75,000 
David E. Chymiak (4)20,000 15,000 35,000 
Timothy S. Harden (2) (3) (4)20,000 50,000 70,000 
John M. Shelnutt (1) (2) (3) (4)20,000 50,000 70,000 
David W. Sparkman (1) (4)30,000 50,000 80,000 
(1)Member of the Audit Committee.
(2)Member of the Corporate Governance and Nominating Committee.
(3)Member of the Compensation Committee.
(4)Member of the Strategy and Corporate Planning Committee.
(5)The fair value of the stock awards are amortized over the estimated period until the next annual shareholders meeting to compensation expense in the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K. The fair value of the stock award was based on the closing market price of the stock on the date of grant.
(6)The directors received their fiscal 2022 awards in December, 2022, with a total fair value of $215,000 as of the original dates of the awards.
(7)James C. McGill and the Company entered into an amended Letter Agreement on July 16, 2020, which amended his previous agreement dated October 8, 2018. This amended agreement provides that, for serving as Chairman of the Board, Mr. McGill will receive annual compensation in the form of $25,000 in cash and $50,000 in shares of stock, which will vest vest over a 12-month period.
Fiscal Year 2020 Director CompensationFees Paid in CashFair Value of Share AwardsTotal Compensation
David E. Chymiak (1) (3) (7)$12,000 (7)$32,154 (5)$44,154 
Thomas J. Franz (1) (2)12,000 67,154 (5)79,154 
Timothy S. Harden (3) (4)10,000 153,500 (5)163,500 
James C. McGill (1) (2) (3) (4) (6)50,000 (6)62,500 (5)112,500 
John M. Shelnutt (2) (3) (4)12,300 (6)170,654 (5)182,954 
David W. Sparkman (1)12,000 67,154 (5)79,154 
(1)Member of the Audit Committee.
(2)Member of the Corporate Governance and Nominating Committee.
(3)Member of the Compensation Committee.
(4)Member of the Strategic Direction Committee.
(5)In fiscal year 2020, the directors received their stock grant from 2019 as there were not enough shares available under the 2015 Incentive Stock Plan until after the March shareholders' meeting where the shareholders approved additional shares to be added to the Plan. The grant was for 8,287 shares using the closing stock price on the date of the 2019 annual meeting of shareholders.
(6)Mr. McGill and the Company entered into a Letter Agreement on October 8, 2018, which provides that Mr. McGill will receive annual compensation in the form of $75,000 cash and $75,000 in shares of restricted stock, which vest over five years, for serving as Chairman of the Board. On July 16, 2020, this Agreement was amended to provide that Mr. McGill will receive annual compensation in the form of $25,000 of cash and $50,000 shares of restricted, which will have a one year vesting period. In addition, his previous shares granted in October 2018 fully vested in October 2020.
(7)In fiscal year 2020, the shareholders approved a new director compensation plan for which the directors would receive $50,000 of stock after the annual meeting of shareholders. Mr. Chymiak and Mr. McGill do not participate in this plan.




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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table shows the number of shares of common stock beneficially owned (as of November 30, 2020)December 31, 2022) by:
• each person known by us who beneficially owns more than 5% of any class of our voting stock;
• each director and nominee for director;
• each executive officer named in the Summary Compensation Table; and
• our directors and executive officers as a group.
43



Except as otherwise indicated, the beneficial owners listed in the table have sole voting and investment powers of their shares.
Name of Beneficial OwnerName of Beneficial OwnerNumber of Shares of Common Stock Beneficially Owned (1)Percent of Class (1)Name of Beneficial Owner
Number of Shares of Common Stock Beneficially Owned (1)
Percent of Class (1)
Directors and Officers:Directors and Officers:Directors and Officers:
Dave Chymiak2,709,230 (2)22.90%
David ChymiakDavid Chymiak2,715,428 19.2%
Joseph HartJoseph Hart196,122 1.70%Joseph Hart196,122 1.4%
James McGillJames McGill133,299 *James McGill203,774 1.4%
Tom Franz102,505 *
Scott Francis112,120 *
Jarrod Watson99,937 *
Jimmy Taylor75,000 *
Reginald Jaramillo65,000 *
John ShelnuttJohn Shelnutt132,515 *
Timothy HardenTimothy Harden124,228 *
Michael RutledgeMichael Rutledge92,857 *
David SparkmanDavid Sparkman64,494 *David Sparkman114,567 *
Timothy Harden74,155 *
John Shelnutt82,442 *
All Executive Officers and Directors as a group (11 persons)3,714,304 31%
All Executive Officers and Directors as a group (7 persons)All Executive Officers and Directors as a group (7 persons)3,579,491 25.3%
Others > 5% ownership:Others > 5% ownership:Others > 5% ownership:
Ken ChymiakKen Chymiak1,475,169 (3)13%Ken Chymiak1,085,738 (2)7.7%
Thomas A Satterfield, Jr.890,645 (4)8%
* Less than one percent* Less than one percent* Less than one percent
(1) Shares which an individual has the right to acquire within 60 days pursuant to the exercise of options are deemed to be outstanding for the purpose of computing the percentage ownership of such individual, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table. Includes shares for which the person has sole voting and investment power, or has shared voting and investment power with his/her spouse.
(2) Substantially all of these shares are pledged to the Company to secure the promissory note issued by the buyer in connection with the sale of the Company’s cable television segment.
(3) Based on a Form 4, filed on September 17, 2020,January 26, 2021, of the shares beneficially owned by Mr. Chymiak, 1,475,1691,085,738 are held of record by his spouse, Susan C. Chymiak as trustee of the Susan Chymiak Revocable Trust. Mr. Chymiak has sole votingvoting and investment power over those shares held of record by him. Mr. Chymiak disclaims beneficial ownership of the shares held by his wife
(4) Based on a Schedule 13G/A, filed on February 13, 2019, of Mr. Satterfield’s reported ownership, 30,000 shares are held jointly with Mr. Satterfield’s spouse; 3,400 shares are held individually by Mr. Satterfield’s spouse; 75,000 shares are held by Tomsat Investment & Trading Co., Inc., a corporation wholly-owned by Mr. Satterfield and of which he serves as President; and 380,000 shares are held by Caldwell Mill Opportunity Fund, which fund is managed by an entity of which Mr. Satterfield owns a 50% interest and serves as Chief Investment Manager. Additionally, Mr. Satterfield has limited powers of attorney for voting and disposition purposes with respect to the following shares: A.G. Family L.P. (375,000 shares); Jeanette Satterfield Kaiser (28,000 shares); Richard W. Kaiser, III (15,000 shares); and David Satterfield (18,000 shares). These individuals and entities have the right to receive or the power to direct the receipt of the proceeds from the sale of their respective shares.
51


Securities authorized for issuance under equity compensation plans
The information in the following table is as of September 30, 2020:December 31, 2022:
Plan CategoryNumber of securities to be issued upon exercise of outstanding options, warrants and rights
(a)
Weighted-average exercise price of outstanding options, warrants and rights
(b)
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
(c)
Equity compensation plans approved by security holders100,000$1.55789,630
Equity compensation plans not approved by security holders$—
Total100,000$1.55789,630

Plan CategoryNumber of securities to be issued upon exercise of outstanding options, warrants and rights
(a)
Weighted-average exercise price of outstanding options, warrants and rights
(b)
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
(c)
Equity compensation plans approved by security holders1,072,304
Equity compensation plans not approved by security holders
Total1,072,304

Item 13. Certain Relationships and Related PartiesTransactions, and Director Independence.
Review, Approval or Ratification of Transactions with Related Persons.The Company is not aware of any transaction that was required to be reported in its filings with the SEC where such policies and procedures either did not require review or were not followed. The Company's Audit Committee Charter, which is available on the Corporate Governance page of our website, www.addvantagetechnologies.com, provide that the Company shall conduct an appropriate review of all transactions with related persons for potential conflict of interest situations on
44


an ongoing basis, and all such transactions shall be approved by the Audit Committee or another independent body of the Board.

In fiscal year 2020, our related party transactions with Mr. David Chymiak or affiliates owned by him have consisted of receiving proceeds on the secured note receivable outstanding from Mr. Chymiak related to the sale of our Cable Segment to Leveling 8, Inc., in June 2019, as described in Note 4. Discontinued Operations in Part II of this Annual Report.

As part of the sale agreement, Mr. Chymiak personally guaranteed the promissory note due toaddition, the Company also requires each of its directors and pledged certain assets (directlyexecutive officers to complete a Director and indirectly owned)Officer Questionnaire on an annual basis, and to secureupdate such information when the paymentquestionnaire responses become incomplete or inaccurate. The Director and Officer Questionnaire requires disclosure of the promissory note, including substantially all of Mr. Chymiak’s Company common stock. Mr. Chymiak also entered into a standstill agreementany transactions with the Company underin which he is limited in taking action with respect to the Companydirector or its management forexecutive officer, or any member of his or her immediate family, has a period of three years after the closing of the cable sale. As of December 15, 2020, Mr. Chymiak has repaid $4.1 million of the loan, with $2.3 million outstanding.direct or indirect material interest.

Item 14. Principal AccountingAccountant Fees and Services.

HoganTaylor LLP audited our consolidated financial statements for the fiscal years ended December 31, 2022 and September 30, 2020 and 2019. Our Audit Committee considered whether the provisions for the tax services and other services by HoganTaylor were compatible with maintaining their independence and determined that they were.2021.

Fees Incurred by the Company for Services Performed by Audit Firms

The following table shows the fees incurred for the years ended December 31, 2022 and September 30, 2020 and 20192021 for professional services provided by HoganTaylor for the audits of our annual financial statements as well as other professional services. Included within the year ended 2022 are the fees associated with the transition period of three months ended December 31, 2021.

2020201920222021
Audit Fees(1)
Audit Fees(1)
$117,000 $137,400 
Audit Fees(1)
$227,800 $129,000 
Audit-Related Fees(2)
Audit-Related Fees(2)
14,150 65,000 
Audit-Related Fees(2)
23,500 7,500 
Tax Fees(3)
Tax Fees(3)
27,250 37,250 
Tax Fees(3)
— 25,006 
All Other FeesAll Other Fees— — 
TotalTotal$158,400 $239,650 Total$251,300 $161,506 

(1) Audit Fees represent fees for professional services provided in connection with the audit of our annual financial statements and review of our quarterly financial statements and audit services provided in connection with the issuance of comfort letters, consents, and assistance with review of documents filed with the SEC.
(2) Audit-Related Fees represent reimbursements of travelservices in connection with special reports, accounting consultations, and other costs associated with audit services such as consent.due diligence procedures.
(3) Tax Fees represent fees for annual tax return preparation and research of tax related matters.
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PART IV
Item 15. Exhibits, Financial Statement Schedules.
Financial Statements, Schedules and Exhibits
Financial Statements — ADDvantage TechnologyTechnologies Group, Inc. and Subsidiaries:

The Financial Statements listed in the Index to Consolidated Financial Statements are filed as part of this report on Form 10-K (see Part II, Item 8, Financial Statements and Supplementary Data).

Financial Statement Schedules

All consolidated financial statement schedules have been omitted because they are not required, are not applicable, or the required information has been included elsewhere within this Form 10-K.

Exhibits

The information required by this Section (a)(3) of Item 15 is set forth on the exhibit index following this page.

5346


Item 16. Form 10-K Summary

Not applicable.



Exhibit
3.1*
3.2*
4.1*
10.1*
10.2*
10.3*
10.4*
10.5*
10.6*
10.7*
10.8*
10.9*
10.10*
10.11*
10.12*
5447


10.13*
10.14*
10.15*
10.16*
10.17*
10.18*
10.19*
10.20*
10.21*
10.22*
10.23*
10.24*
10.2510.25*
21.110.26*
10.27*
10.28*
10.29*
10.30*
48


10.31*
10.32*
10.33*
10.34
10.35
10.36
10.37
10.38*
21.1*
23.1
31.1
31.2
32.1
32.2
101.INSXBRL Instance Document.
101.SCHXBRL Taxonomy Extension Schema.
101.CALXBRL Taxonomy Extension Calculation Linkbase.
101.DEFXBRL Taxonomy Extension Definition Linkbase.
101.LABXBRL Taxonomy Extension Label Linkbase.

* incorporated by reference.
55
49


SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ADDvantage Technologies Group, Inc.
Date: December 17, 2020March 21, 2023By:
 /s/ Joseph E. Hart
Joseph E. Hart, President and Chief Executive Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


Date: December 17, 2020March 21, 2023By:/s/ Jarrod M. WatsonMichael A. Rutledge
Jarrod M. Watson,Michael Rutledge, Chief Financial Officer (Principal Financial Officer)
Date: December 17, 2020March 21, 2023/s/ David E. Chymiak
David E. Chymiak, Director
Date: December 17, 2020/s/ Thomas J. Franz
Thomas J. Franz, Director
Date: December 17, 2020March 21, 2023/s/ Timothy S. Harden
Timothy S. Harden, Director
Date: December 17, 2020March 21, 2023/s/ James C. McGill
James C. McGill, Chairman of the Board of Directors
Date: December 17, 2020March 21, 2023/s/ John M. Shelnutt
John M. Shelnutt, Director
Date: December 17, 2020March 21, 2023/s/ David W. Sparkman
David W. Sparkman, Director
5650