2019 Acquisition

12 Months Ended

Sep. 30, 2020

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 four 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 revenue	438
Prepaid expenses	341
Property and equipment	1,201
Intangible assets	244
Other assets	35
Goodwill	57
Total assets acquired	3,144

Liabilities assumed:
Accounts payable	1,250
Accrued expenses	455
Capital lease obligation	175
Total liabilities assumed	1,880
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)