8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 4, 2021

ANDOVER NATIONAL CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	000-55882	83-2216345
(State of Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

333 Avenue of the Americas, Suite 2000
Miami, FL	33131-2185
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (786) 871-3333

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨  Written communications pursuant to Rule 425 under the Securities Act

¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act

¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered under Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Not Applicable	Not Applicable	Not Applicable

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

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.  ¨

Item 8.01 Other Events

On March 4, 2021, Andover National Corporation (the “Company”) released a letter from the Company’s Executive Chairman and Chief Executive Officer (the “Chairman’s Letter”) to the Company’s stockholders. A copy of the Chairman’s Letter is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information reported under this Item 8.01 of Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

The Chairman’s Letter contains forward-looking statements within the meaning of the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those that describe future outcomes or expectations that are usually identified by words such as “will,” “should,” “could,” “plan,” “intend,” “expect,” “continue,” “forecast,” “believe,” and “anticipate” and include, for example, any statement made regarding the Company's future results. Actual results may differ materially as a result of various risks and uncertainties, including the risks and uncertainties expressed in the cautionary statements and risk factors in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission. The Company may not be able to predict and may have little or no control over many factors or events that may influence its future results and, except as required by law, shall have no obligation to update any forward-looking statements.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are included with this Current Report on Form 8-K

99.1 Chairman’s Letter dated March 4, 2021.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ANDOVER NATIONAL CORPORATION
Date: March 4, 2021	By:	/s/ Jeffrey C. Piermont
	Name:	Jeffrey C. Piermont
	Title:	President and Chief Operating Officer

EX-99.1

Exhibit 99.1

 

March 4, 2021

Dear Shareholder:

We are happy to report continued progress on building and growing Andover National. We have closed four more transactions since our last letter dated September 2020, consisting of one platform deal and three bolt-on transactions. Furthermore, we have a robust pipeline of acquisition candidates that we are working to close quickly, even as we continue identifying new targets. Presently, we have companies across the Southeast, including the major population zones of Texas, Virginia, South Florida, and Alabama.

In Fall 2020, we formally embarked on raising additional capital to execute our pipeline and invest in organic growth initiatives.  Andover continues to make good progress on this fundraising, with the biggest challenge being our desire for smaller checks to avoid concentrating our shareholder base and undue dilution of our existing shareholders at the current valuation. Andover takes very seriously our approach to governance and the trust our investors and business partners have put in us. We believe finding the right investors is critical to our long-term success and allows us to uphold the promises we have made to our business partners and their employees.

Excluding the ample cash at our operating companies, we now have significant equity capital available as we approach our fund-raising goal. We believe this capital will be deployed quickly at attractive yields, significantly increasing shareholder value.

Despite the unfortunate impact of the pandemic on society, this period has highlighted the strength of our companies, the quality of our partners and the durability of our chosen industries. While some of our companies experienced minor disruptions during the height of the pandemic directly from COVID-19, all of them saw demand for their services increase. The main disruptions we experienced were related to larger than expected stimulus checks distorting labor markets, creating incentives for people to stop gainfully working. We are pleased to note these issues eventually dissipated and all our businesses are currently running at or above their pre-pandemic capacity levels.

The pent-up demand for the services our companies provide is extraordinary, and we are seeing a large backlog of activity building for 2021. We expect to rapidly increase our capacity where appropriate to take advantage of the strong demand that has emerged across all our geographies and service lines.

While we were constrained from traveling for much of 2020, we did start to do so by September of last year and have consequently built a large backlog of acquisition opportunities.  Among them was Zodega, a Houston based landscaper which embraced our structure and was itself heading in the direction of consolidating smaller landscapers across Texas. We closed on Zodega in January 2021, in an all-stock deal, and subsequently closed three new bolt-on deals for the Zodega platform in and around Dallas and Houston within a few weeks. We continue to see attractive opportunities across Texas and are pursuing these.

As mentioned, our other platform businesses are all expanding. At Smith Tree, in addition to contemplating acquisitions, we have already opened a second yard in Chesapeake, Virginia which should initially increase the company’s total capacity by at least 30%, before further expansion there. Our partner at Superior Lawn and Pest Control in Alabama has several acquisitions in the works, as does Potter’s Lawn, our partner in Pompano Beach, Florida. We have also identified several more attractive acquisition targets in Atlanta, Austin, Auburn and throughout Florida (including Miami-Dade, Jacksonville, Tampa Bay and Sarasota).

Notably, we are excited to announce that William Greenblatt and Joshua Pechter have joined our board of directors. Both are highly experienced business leaders and have significant hands-on operational experience across many different industries which will be invaluable as we build Andover in the coming years. Furthermore, the Andover bench is expanding as we added two seasoned executives for deal-sourcing and financial operations, both of whom are having an immediate and positive impact.

We are excited about our prospects and welcome feedback and questions at any time. As a reminder, we are a public company that provides quarterly financial results in accordance with GAAP but are limited by SEC disclosure rules in the interim. We will be providing more granular information in our forthcoming 10-K annual report. Thank you for your continued support and interest.

Sincerely,

Peter Cohen

Executive Chairman and Chief Executive Officer