UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-K

 

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2019

 

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

 

Commission file number: 0-04041

 

ALLIED MOTION TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

 

Colorado   84-0518115
(State or other jurisdiction of
incorporation or organization)  
  (I.R.S. Employer
Identification No.)  

 

495 Commerce Drive, Amherst, New York   14228
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (716) 242-8634

 

Securities registered pursuant to Section 12(b) of the Act:

 

  Title of each class   Trading Symbol   Name of each exchange on which registered
  Common stock   AMOT   NASDAQ  

 

Securities registered pursuant to 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. Yes ¨ No x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

 

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. Yes x No ¨

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes x No ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer ¨ Accelerated filer x Non-accelerated filer ¨ Smaller reporting company ¨ Emerging growth 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

 

The aggregate market value of voting stock held by non-affiliates of the Registrant, computed by reference to the average bid and asked prices of such stock as of the last business day of the Registrant’s most recently completed second fiscal quarter was approximately $279,965,898.

 

Number of shares of the only class of Common Stock outstanding: 9,609,794 as of March 11, 2020.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of the Registrant’s Proxy Statement for the 2020 Annual Meeting of Shareholders are incorporated into Part III.

 

 

 

 

 

 

Table of Contents

 

    Page
PART I.    
Item 1. Business 3
Item 1A. Risk Factors 8
Item 1B. Unresolved Staff Comments 15
Item 2. Properties 16
Item 3. Legal Proceedings 16
Item 4. Mine Safety Disclosures 16
     
PART II.    
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 16
Item 6. Selected Financial Data 18
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 19
Item 7A. Qualitative and Quantitative Disclosures About Market Risk 27
Item 8. Financial Statements and Supplementary Data 29
  Reports of Independent Registered Public Accounting Firms 29
Item 9. Changes in and Disagreements with Accountants and Financial Disclosure 59
Item 9A. Controls and Procedures 59
Item 9B. Other Information 61
       
PART III.    
Item 10. Directors, Executive Officers and Corporate Governance 61
Item 11. Executive Compensation 61
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 61
Item 13. Certain Relationships and Related Transactions, and Director Independence 61
Item 14. Principal Accountant Fees and Services 61
       
PART IV.    
Item 15. Exhibits and Financial Statement Schedules 61
  Signatures 64

 

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Disclosure Regarding Forward-Looking Statements

 

All statements contained herein that are not statements of historical fact constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate, or imply future results, performance, or achievements, and may contain the word “believe,” “anticipate,” “expect,” “project,” “intend,” “will continue,” “will likely result,” “should” or words or phrases of similar meaning. Forward-looking statements involve known and unknown risks and uncertainties that may cause actual results to differ materially from the expected results described in the forward-looking statements. The risks and uncertainties include those associated with: the domestic and foreign general business and economic conditions in the markets we serve, including political and currency risks and adverse changes in local legal and regulatory environments; the introduction of new technologies and the impact of competitive products; the ability to protect the Company’s intellectual property; our ability to sustain, manage or forecast its growth and product acceptance to accurately align capacity with demand; the continued success of our customers and the ability to realize the full amounts reflected in our order backlog as revenue; the loss of significant customers or the enforceability of the Company’s contracts in connection with a merger, acquisition, disposition, bankruptcy, or otherwise; our ability to meet the technical specifications of our customers; the performance of subcontractors or suppliers and the continued availability of parts and components; changes in government regulations; the availability of financing and our access to capital markets, borrowings, or financial transactions to hedge certain risks; the ability to attract and retain qualified personnel who can design new applications and products for the motion industry; the ability to implement our corporate strategies designed for growth and improvement in profits including to identify and consummate favorable acquisitions to support external growth and the development of new technologies; the ability to successfully integrate an acquired business into our business model without substantial costs, delays, or problems; our ability to control costs, including the establishment and operation of low cost region manufacturing and component sourcing capabilities; and the additional risk factors discussed under “Item 1A. Risk Factors” in Part I of this report. Actual results, events and performance may differ materially. Readers are cautioned not to place undue reliance on these forward-looking statements as a prediction of actual results. Any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise over time, and it is not possible for us to predict the occurrence of those matters or the manner in which they may affect us. The Company has no obligation or intent to release publicly any revisions to any forward-looking statements, whether as a result of new information, future events, or otherwise.

 

New risk factors emerge from time to time and it is not possible for management to predict all such risk factors, nor can it assess the impact of all such risk factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. The Company’s expectations, beliefs and projections are believed to have a reasonable basis; however, the Company makes no assurance that expectations, beliefs or projections will be achieved.

 

PART I

 

All dollar amounts are in thousands except share and per share amounts.

 

Item 1. Business.

 

Description of the Business

 

Allied Motion Technologies Inc. (“Allied Motion” or the “Company” or “we” or “our”) is a global company that designs, manufactures and sells precision and specialty controlled motion components and systems used in a broad range of industries.  Our target markets include Vehicle, Medical, Aerospace & Defense (A&D), and Industrial. We are headquartered in Amherst, NY, and have global operations and sell to markets across the United States, Canada, South America, Europe and Asia. We are known worldwide for our expertise in electro-magnetic, mechanical and electronic motion technology. Our products include brush and brushless DC (BLDC) motors, brushless servo and torque motors, coreless DC motors, integrated brushless motor-drives, gearmotors, gearing, modular digital servo drives, motion controllers, incremental and absolute optical encoders, active and passive filters for power quality and harmonic issues, and other controlled motion-related products.

 

The Company’s growth strategy is focused on becoming the controlled motion solution leader in its selected target markets by further developing its products and services platform to utilize multiple Allied Motion technologies to create increased value solutions for its customers.  Our strategy further defines Allied Motion as being a “technology/know-how” driven company and to be successful, the Company continues to invest in its areas of excellence.

 

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Growth targets have been set for the Company and it will align and focus its resources to meet those targets.  First and foremost, the Company invests in its people as it believes that attracting and retaining the right people is the most important element in the strategy.  The Company will continue to invest in applied and design engineering resources which can be leveraged across the entire Allied organization.

 

The Company’s strategic focus is addressing the critical issues that it believes are necessary to meet the stated long-term goals and objectives.  The majority of the critical issues are focused on growth initiatives for the Company.

 

One of the Company’s growth initiatives includes product line platform development to meet the emerging needs of its selected target markets.  The platform development emphasizes a combination of technologies to create increased value solutions for customers.  The emphasis with new opportunities has evolved from being an individual component provider to becoming a solutions provider whereby the new opportunities utilize multiple Company technologies in a system solution approach.  The Company believes this approach will allow it to provide increased value to its customers and improved margins for the Company.  Its strong financial condition, along with Allied Systematic Tools (“AST”) continuous improvement initiatives in quality, delivery, and cost allow for a positive outlook for the continued long-term growth of the Company.

 

We design and develop our products within our Technology Centers and can manufacture these products in various facilities located in the United States, Canada, Mexico, Europe and Asia.  We also operate Allied Motion Solution Centers that apply all Allied Motion products to create integrated controlled motion solutions for our customers.  We sell our products and solutions globally to a broad spectrum of customers through our own direct sales force and authorized manufacturers’ representatives and distributors.  Our customers include end users and original equipment manufacturers (“OEMs”).

 

Allied Motion was established in 1962 under the laws of Colorado and operates in the United States, Canada, Mexico, Europe and Asia.  We are headquartered in Amherst, New York and the mailing address of our corporate headquarters is 495 Commerce Drive, Suite 3, Amherst, New York 14228.  The telephone number at this location is (716) 242-8634.  Our website is www.alliedmotion.com.  We trade under the ticker symbol “AMOT” on the NASDAQ exchange.

 

Markets and Applications

 

The Company sells its products into a subset of the following broad markets:

 

Vehicle: electronic power steering and drive-by-wire applications to electrically replace, or provide power-assist to a variety of mechanical linkages, traction / drive systems and pumps, automated and remotely guided power steering systems, various high performance vehicle applications, actuation systems (e.g., lifts, slide-outs, covers, etc.), HVAC systems, solutions to improve energy efficiency of vehicles while idling and alternative fuel systems such as LPG, fuel cell and hybrid vehicles. Vehicle types include off- and on-road construction and agricultural equipment; trucks, buses, boats, utility, recreational (e.g., RVs, ATVs (all-terrain vehicles)), specialty automotive, automated and remotely guided vehicles).

 

Medical: surgical robots, prosthetics, electric powered surgical hand pieces, programmable pumps to meter and administer infusions associated with chemotherapy, pain control and antibiotics, nuclear imaging systems, radiology equipment, automated pharmacy dispensing equipment, kidney dialysis equipment, respiratory ventilators, heart pumps, and patient handling equipment (e.g., wheel chairs, scooters, stair lifts, patient lifts, transport tables and hospital beds).

 

Aerospace & Defense: inertial guided missiles, mid-range smart munitions systems, weapons systems on armed personnel carriers, unmanned vehicles, security and access control, camera systems, door access control, airport screening and scanning devices.

 

Industrial: products are used in factory automation, specialty equipment, material handling equipment, commercial grade floor polishers and cleaners, commercial building equipment such as welders, cable pullers and assembly tools, the handling, inspection, and testing of components and final products such as PCs, gaming equipment and cell phones, high definition printers, tunable lasers and spectrum analyzers for the fiber optic industry, test and processing equipment for the semiconductor manufacturing industry, power quality products to filter distortion caused by variable frequency drives and other power electronic equipment.

 

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Organization Structure

 

Allied Motion’s “One Allied” approach to the market is realized through the close collaboration of our Sales Organization, Solution Centers, Technology Centers and Production Centers all working together to provide innovative controlled motion solutions and create value for our customers.

 

Allied Motion Sales Organization: The Company’s sales organization continues to evolve with the goal of becoming the best sales and service force in its industry.  Through the One Team approach for providing controlled motion solutions and components that best address customers’ needs, the Company is continuing to broaden the knowledge and skills of its direct sales force, while creating sales and service support in its Solution Centers.  This enables the entire sales organization to be capable of globally selling all products designed, developed and produced by Allied Motion. The Company’s primary channels to market include the direct sales force and external authorized Sales Representatives, Agents and Distributors that provide field coverage in Asia, Europe, Canada, Israel and the Americas.  While the majority of the Company’s sales are directly to OEMs, it is working to expand its market reach through Distribution channels. The Company completed the acquisition of TCI, LLC (“TCI”) during the fourth quarter 2018. The acquisition of TCI has enabled the Company to expand its distribution capability.

 

Allied Motion Solution Centers:  Allied Motion has Solution Centers in China, Europe and North America that enable the design and sale of individual component products as well as integrated controlled motion systems that utilize multiple Allied Motion products.  In addition to providing sales and applications support, the solution center function may include final assembly, integration and tests as required to support customers within their geographic region.

 

Asian Solution Center — Changzhou, China

 

European Solution Centers:

 

1. Stockholm, Sweden: Scandinavian Countries, with a specialty in larger vehicle applications

2. Kelheim, Germany: German speaking countries, with a specialty in Industrial applications

3. Porto, Portugal: specialty in automotive applications

4. Dordrecht, Netherlands: specialty in commercial applications

 

North American Solution Center — Amherst, New York, USA

 

Allied Motion Technology Centers: Allied has Technology Centers in China, Europe and North America that design, develop and support the various products and systems offered by Allied Motion with a focus on specific technologies/products in each individual location.

 

North American Motors:  The Company has consolidated all motor design, development and support activities in North America under the umbrella of North American Motors. The locations include:

 

· Dayton, OH:  automotive BLDC motors, power steering solutions and special purpose motors.

· Owosso, MI:  fractional horsepower permanent magnet DC and BLDC motors serving a wide range of original equipment applications.

· Tulsa, OK: high performance BLDC motors, including servo motors, frameless motors, torque motors, high speed (60,000 RPM+) slot-less motors, high resolution encoders and motor/encoder assemblies.

 

North American Mechatronics: Under the umbrella of North American Mechatronics, the company designs gearing, mechanical and electronic products and solutions to combine with motor solutions for a wide range of market based and custom engineered solutions. The locations under the umbrella include:

 

· Watertown, NY: gearing solutions in both stand-alone and integrated gearing/motor configurations.

· Amherst, NY and Oakville, Ontario: advanced electronic controlled motion products and custom solutions including integrated power electronics, digital controls and network communications for motor control and power conversion to support Allied Motion’s broad range of motors.

· Twinsburg, OH: steering system components for the automotive, off-road, performance and specialty vehicle markets.

 

Dordrecht, Netherlands: Designs and develops fractional horsepower BLDC outer rotor motors and traditional BLDC motor part sets with or without integrated electronics and coreless DC motors.

 

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Kelheim, Germany: Designs and develops high performance and highly configurable synchronous BLDC servo motor solutions and asynchronous BLDC motors for a wide variety of demanding motion applications. Additionally, trolleys for use in medical environments are designed and produced for customer specific applications.

 

Stockholm, Sweden: Designs and develops high performance electronic controls and platform based integrated steering system solutions for market specific vehicle solutions that may utilize the various technologies and products developed by other Allied Motion locations.

 

TCI, Germantown WI: Designs and manufactures active (electronic) and passive (magnetic) products to monitor and resolve power quality and harmonic distortion issues associated with industrial power conversion.

 

Allied Motion Production Centers: Allied has designated low cost/high volume Production Centers in China, Europe and North America that provide dedicated manufacturing capabilities for the various products and systems offered by Allied Motion with a focus on specific technologies/products in each individual location. In certain cases, products may be produced in multiple locations to better serve our customers within the geographic region in which they are located. Locations include:

 

· Changzhou, China

· Mrakov, Czech Republic

· Porto, Portugal

· Reynosa, Mexico

· Dothan, Alabama, USA

 

Global Electronics Team (GET): Allied has consolidated its worldwide electronics engineering function under the leadership of one individual, effectively leveraging and utilizing all our international electronics development resources. Acquiring or hiring additional electrical engineering talent to build a global team has been a critical part of the One Allied strategy to support the growth of custom solution-based products delivered to our customers and served markets. Due to the high acquisition multiples associated with acquiring such talent, the organization was focused on hiring talent in 2019 and growing this function organically. Locations include:

 

· Ferndown, UK

· Oakville, CA

· Amherst, NY

· Porto, Portugal

 

Competitive Environment

 

Our products and solutions are sold into the global market with a large and diverse group of competitors that vary by product, geography, industry and application.  We believe the controlled motion market is highly fragmented with many competitors, some of which are substantially larger and have greater resources than Allied Motion.  We believe our competitive advantages include our electro-magnetic, mechanical and electronic controlled motion expertise, the breadth of our motor technologies and our ability to integrate these technologies with our encoders, gearing, power electronics, digital control technologies and network/feedback communications capabilities, as well as our global presence.  Unlike many of our competitors, we are unique in our ability to provide custom-engineered controlled motion solutions that integrate the products we manufacture such as embedded or external electrical control solutions with our motors.  We compete on technological capabilities, quality, reliability, service responsiveness, delivery speed and price.  Our competitors include Altra Industrial Motion Corp., Ametek, Inc., Parker Hannifin Corporation and other smaller competitors.

 

Availability of Parts and Raw Materials

 

We purchase critical raw materials from a limited number of suppliers due to the technically challenging requirements of the supplied product and/or the lengthy process required to qualify these materials both internally and with our customers. We cannot quickly establish additional or replacement suppliers for these materials in some cases because of these rigid requirements. For these critical raw materials, we maintain minimum safety stock levels and partner with suppliers through contract to help ensure the continuity of supply. Historically, we have not experienced any significant interruptions or delays in obtaining critical raw materials.

 

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Patents, Trademarks, Licenses, Franchises and Concessions

 

We hold a number of patents and trademarks for components manufactured by our various subsidiaries, and we have several patents pending on new products recently developed, which are considered to be of significance.

 

Working Capital Items

 

We currently maintain inventory levels adequate for our short-term needs based upon present levels of production.  We consider the component parts of our different product lines to be generally available and current suppliers to be reliable and capable of satisfying anticipated needs.

 

Major Customers

 

During 2019, 2018 and 2017, the Company’s total annual revenues increased significantly as a result of both sales to customers of businesses acquired by the Company during that period and from increased sales to a number of existing customers of the Company, with five customers accounting for approximately 30% of the Company’s total revenue during 2019, 34% during 2018 and 33% during 2017.

 

Sales Backlog

 

Backlog as of December 31, 2019 was $124,950 compared with $131,997 as of December 31, 2018.  The time to convert the majority of backlog to sales is approximately three to six months.  Given the short product lead times, we do not believe that the amount of our backlog of orders is a reliable indication of our future sales.  We may on occasion receive multi-year orders from customers for product to be delivered on demand over that time frame.  There is no assurance that the Company’s backlog from these customers will be converted into revenue.

 

Engineering and Development Activities

 

Our engineering and development (E&D) activities are for the development of new products, enhancement of the functionality, effectiveness and reliability of current products, to redesign products to reduce the cost of manufacturing of products or to expand the types of applications for which our products and solutions can be used.  Our engineering and development expenditures for the years ended December 31, 2019, 2018 and 2017 were $23,086, $19,913, and $17,542, respectively, or 6.2% of sales in 2019, 6.4% of sales in 2018, and 7.0% of sales in 2017.  We believe E&D is critical to our success and expect to continue to invest at these levels in the future.  Of these expenditures, no material amounts were charged directly to customers, although we record non-recurring engineering charges to certain customers for custom engineering required to develop products that meet the customer’s specifications.

 

Environmental Issues

 

No significant pollution or other types of hazardous emission result from the Company’s operations and it is not anticipated that our operations will be materially affected by Federal, State or local provisions concerning environmental controls.  Our costs of complying with environmental, health and safety requirements have not been material.

 

We do not believe that existing or pending climate change legislation, regulation, or international treaties or accords are reasonably likely to have a material effect in the foreseeable future on our business or markets that we serve, nor on our results of operations, capital expenditures or financial position.  We will continue to monitor emerging developments in this area.

 

International Operations

 

Our operations outside the United States are conducted through wholly-owned foreign subsidiaries and are located primarily in Europe and Asia.  Our international operations are subject to the usual risks inherent in international trade, including currency fluctuations, local government contracting regulations, local governmental restrictions on foreign investment and repatriation of profits, exchange controls, regulation of the import and distribution of foreign goods, as well as changing economic and social conditions in countries in which our operations are conducted.  The information required by this item is set forth in Note 13, Segment Information, of the notes to consolidated financial statements contained in Item 8 of this report.

 

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Employees

 

At December 31, 2019, we employed approximately 1,700 full-time employees worldwide. Of those, approximately 54% are located in North America and 42% are located in Europe.

 

Available Information

 

The Company maintains a website at www.alliedmotion.com.  We make available, free of charge on or through our website our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports as soon as reasonably practicable after we electronically file or furnish such materials to the SEC.

 

We have a Code of Ethics for our chief executive officer and president and senior financial officers regarding their obligations in the conduct of Company affairs.  We also have a Code of Ethics and Business Conduct that is applicable to all directors, officers and employees.  The Codes are available on our website.  We intend to disclose on our website any amendment to, or waiver of, the Codes that would otherwise be required to be disclosed under the rules of the SEC and the Nasdaq Global Market.  A copy of both Codes is also available in print to any stockholder upon written request addressed to Allied Motion Technologies Inc., 495 Commerce Drive, Suite 3, Amherst, NY 14228-2313, Attention: Secretary.

 

Item 1A. Risk Factors

 

In the ordinary course of our business, we face various strategic, operating, compliance and financial risks.  These risks could have a material impact on our business, reputation, financial condition or results of operations.  Our most significant risks are set forth below and elsewhere in this Report.  These risk factors should be considered in addition to our cautionary comments concerning forward-looking statements in this Report, including statements related to markets for our products and trends in our business that involve a number of risks and uncertainties.

 

Our global sales and operations, including the U.S., are subject to a variety of economic, market and financial risks and costs that could affect our profitability and operating results.

 

We do business around the world and are continuing our strategy of global expansion.  Our international sales are primarily to customers in Europe, Canada and Asia.  In addition, our manufacturing operations, suppliers and employees are located in many places around the world.  The future success of our business depends in large part on growth in our sales in non-U.S. markets.  Our global operations are subject to numerous financial, legal and operating risks, such as political and economic instability; imposition of trade or foreign exchange restrictions, including in the U.S.; trade protection measures such as the imposition of or increase in tariffs and other trade barriers, including in the U.S.; unexpected changes in regulatory requirements, including in the U.S., prevalence of corruption in certain countries; enforcement of contract and intellectual property rights and compliance with existing and future laws, regulations and policies, including those related to tariffs, investments, taxation, trade controls, product content and performance, employment and repatriation of earnings.  In addition, we are affected by changes in foreign currency exchange rates, inflation rates and interest rates.

 

Additionally, in December 2019, an outbreak of the coronavirus occurred in China and other jurisdictions. The extent to which coronavirus impacts our results will depend on future developments, which are highly uncertain and cannot currently be predicted, including the severity of the outbreak and the responsive actions taken to contain it or treat its impact. A prolonged outbreak could interrupt our operations and the operations of our customers and suppliers. These risks could have a material adverse effect on our business, results of operations, or financial condition.

 

Foreign currency exchange rates may adversely affect our financial results.

 

Sales and purchases in currencies other than the U.S. dollar expose us to fluctuations in foreign currencies relative to the U.S. dollar and may adversely affect our financial results.  Increased strength of the U.S. dollar increases the effective price of our products sold in U.S. dollars into other countries, which may require us to lower our prices or adversely affect sales to the extent we do not increase local currency prices.  Decreased strength of the U.S. dollar could adversely affect the cost of materials, products and services we purchase from non-U.S. denominated locations.  Sales and expenses of our non-U.S. businesses are also translated into U.S. dollars for reporting purposes and the strengthening or weakening of the U.S. dollar could result in unfavorable translation effects.  The Company also faces exchange rate risk from its investments in subsidiaries owned and operated in foreign countries.

 

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Our international operations expose us to legal and regulatory risks, which could have a material effect on our business.

 

Our profitability and international operations are, and will continue to be, subject to risks relating to changes in foreign legal and regulatory requirements.  In addition, our international operations are governed by various U.S. laws and regulations, including Foreign Corrupt Practices Act (FCPA), the U.K. Bribery Act and other foreign anti-bribery laws. The FCPA generally prohibits companies and their intermediaries from making improper payments to foreign government officials for the purpose of obtaining or retaining business. Other countries in which we operate also have anti-bribery laws, some of which prohibit improper payments to government and non-government persons and entities.  Any alleged or actual violations of these regulations may subject us to government scrutiny, severe criminal or civil sanctions and other liabilities and could negatively affect our business, reputation, operating results and financial condition.

 

We are required to comply with various import laws and export control and economic sanctions laws, which may affect our transactions with certain customers, business partners and other persons and dealings between our employees and subsidiaries.  In certain circumstances, export control and economic sanctions regulations or embargos may prohibit the export of certain products, services and technologies.  In other circumstances, we may be required to obtain an export license before exporting the controlled item.  Compliance with the various import laws that apply to our businesses can restrict our access to, and increase the cost of obtaining, certain products and at times can interrupt our supply of imported inventory. In addition to government regulations regarding sale and export, we are subject to other regulations regarding our products.  For example, the U.S. Securities and Exchange Commission has adopted disclosure rules for companies that use conflict minerals in their products, with substantial supply chain verification requirements in the event that the materials come from, or could have come from, the Democratic Republic of the Congo or adjoining countries.  These rules and verification requirements impose additional costs on us and on our suppliers, and may limit the sources or increase the cost of materials used in our products.  Further, if we are unable to certify that our products are conflict free, we may face challenges with our customers that could place us at a competitive disadvantage, and our reputation may be harmed.

 

We may explore additional acquisitions that complement, enhance or expand our business.  We may not be able to complete these transactions, and, if completed, we may experience operational and financial risks in connection with our acquisitions that may materially adversely affect our business, financial condition and operating results.

 

Acquisitions are part of our strategic growth plans.  We may have difficulty finding these opportunities, or if we do identify these opportunities, we may not be able to complete the transactions for various reasons including a failure to secure financing.

 

To the extent that we are able to complete the transactions, we will face the operational and financial risks commonly encountered with an acquisition strategy.  These risks include the challenge of integrating acquired businesses while managing the ongoing operations of each business, the challenge of combining the business cultures of each company, and the need to retain key personnel of our existing business and the acquired business.  The process of integrating operations could cause an interruption of, or loss of momentum in, the activities of the acquired business and our existing business.  Members of our senior management may be required to devote considerable amounts of time to the integration process, which will decrease the time they will have to manage our businesses, service existing customers, attract new customers and develop new products.  If our senior management is not able to effectively manage the integration process, or if any significant business activities are interrupted as a result of the integration process, our business could be adversely affected.

 

The indemnification provisions of acquisition agreements by which we have acquired companies may not fully protect us and as a result we may face unexpected liabilities.

 

Certain of the acquisition agreements by which we have acquired companies require the former owners to indemnify us against certain liabilities related to the operation of the company before we acquired it. In most of these agreements, however, the liability of the former owners is limited, and certain former owners may be unable to meet their indemnification responsibilities. We cannot assure that these indemnification provisions will protect us fully or at all, and as a result we may face unexpected liabilities that adversely affect our financial results.

 

Our inability to adequately enforce and protect our intellectual property or defend against assertions of infringement could prevent or restrict our ability to compete.

 

We rely on patents, trademarks and proprietary knowledge and technology, both internally developed and acquired, in order to maintain a competitive advantage.  Our inability to defend against the unauthorized use of these rights and assets could have an adverse effect on our results of operations and financial condition.  Litigation may be necessary to protect our intellectual property rights or defend against claims of infringement.  This litigation could result in significant costs and divert our management’s focus away from operations.

 

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Our indebtedness may limit our operations and our use of our cash flow, and any failure to comply with the covenants that apply to our indebtedness could adversely affect our liquidity and financial results.

 

Our ability to service our indebtedness depends on our financial performance, which is affected by prevailing economic conditions and financial, business, regulatory and other factors.  Some of these factors are beyond our control.  Our debt level and related debt service obligations can have negative consequences, including requiring us to dedicate significant cash flow from operations to the payment of principal and interest on our debt, which reduces the funds we have available for other purposes such as acquisitions and capital investment; reducing our flexibility in planning for or reacting to changes in our business and market conditions; and exposing us to interest rate risk since a portion of our debt obligations are at variable rates. In addition, certain of our indebtedness will have significant outstanding principal balances on their maturity dates, commonly known as balloon payments.  Therefore, we will likely need to refinance at least a portion of our outstanding debt as it matures.  We may incur more debt in the future, particularly to finance acquisitions, and there can be no assurance that our cost of funding will not substantially increase.

 

Our existing credit agreements contain, and any future debt agreements we may enter into may contain, certain financial tests and other covenants that limit our ability to incur indebtedness, acquire other businesses and impose various other restrictions.  If we breach any of the covenants and do not obtain a waiver from the lenders, the outstanding indebtedness could be declared immediately due and payable.  If we are unable to obtain sufficient capital in the future, we may have to curtail our capital expenditures and other expenses.  Any such actions could have a material adverse effect on our business, financial condition, results of operations and liquidity.

 

Economic and credit market uncertainty could interrupt our access to capital markets, borrowings, or financial transactions to hedge certain risks, which could adversely affect our financial condition.

 

To date, we have been able to access debt and equity financing that has allowed us to make investments in growth opportunities and fund working capital requirements.  In addition, we enter into financial transactions to hedge certain risks, including foreign exchange and interest rate risk.  Our continued access to capital markets, the stability of our lenders and their willingness to support our needs, and the stability of the parties to our financial transactions that hedge risks are essential for us to meet our current and long-term obligations, fund operations, and fund our strategic initiatives.  An interruption in our access to external financing or financial transactions to hedge risk could affect our business prospects and financial condition.

 

Our growth could suffer if the markets into which we sell our products and services decline.

 

Our growth depends in part on the growth of the markets which we serve.  Any decline or lower than expected growth in our served markets could diminish demand for our products and services, which would adversely affect our financial results.  Certain of our businesses operate in industries that may experience periodic, cyclical downturns.  Demand for our products and services is also sensitive to changes in customer order patterns, which may be affected by announced price changes, changes in incentive programs, new product introductions and customer inventory levels.  Any of these factors could adversely affect our growth and results of operations in any given period.

 

We could experience a failure of a key information technology system, process or site or a breach of information security, including a cybersecurity breach or failure of one or more key information technology systems, networks, processes, associated sites or service providers.

 

We rely extensively on information technology (“IT”) systems for the storage, processing, and transmission of our electronic, business-related information assets used in or necessary to conduct business.  We leverage our internal information technology infrastructures, and those of our business partners, to enable, sustain, and support our global business activities. In addition, we rely on networks and services, including internet sites, data hosting and processing facilities and tools and other hardware, software and technical applications and platforms, some of which are managed, hosted, provided and/or used by third-parties or their vendors, to assist in conducting our business. The data we store, and process may include customer payment information, personal information concerning our employees, confidential financial information, and other types of sensitive business-related information. Numerous and evolving cybersecurity threats pose potential risks to the security of our IT systems, networks and services, as well as the confidentiality, availability and integrity of our data. In addition, the laws and regulations governing security of data on IT systems is evolving, and adding another layer of complexity in the form of new requirements. We have made, and continue to make investments, seeking to address these threats, including monitoring of networks and systems, hiring of experts, employee training and security policies for employees and third-party providers.

 

10

 

 

The techniques used in these attacks change frequently and may be difficult to detect for periods of time and we may face difficulties in anticipating and implementing adequate preventative measures. While the breaches of our IT systems to date have not been material to our business or results of operations, the costs of attempting to protect IT systems and data may increase, and there can be no assurance that these added security efforts will prevent all breaches of our IT systems or thefts of our data. If our IT systems are damaged or cease to function properly, the networks or service providers we rely upon fail to function properly, or we or one of our third-party providers suffer a loss or disclosure of our business or stakeholder information due to any number of causes ranging from catastrophic events or power outages to improper data handling or security breaches and our business continuity plans do not effectively address these failures on a timely basis, we may be exposed to potential disruption in operations, loss of customers, reputational, competitive and business harm as well as significant costs from remediation, litigation and regulatory actions.

 

We are also subject to an increasing number of evolving data privacy and security laws and regulations. Failure to comply with such laws and regulations could result in the imposition of fines, penalties and other costs. The European Union’s implementation of the General Data Protection Regulation in 2018 and their pending ePrivacy Regulation could disrupt our ability to sell products and solutions or use and transfer data because such activities may not be in compliance with applicable laws.

 

We rely on suppliers to provide equipment, components and services, which creates certain risks and uncertainties that may adversely affect our business.

 

Our business requires that we buy equipment, components and services from third parties.  Our reliance on suppliers involves certain risks, including poor quality or an insecure supply chain, which could adversely affect the reliability and reputation of our products; changes in the cost of these purchases due to inflation, exchange rates, or other factors; shortages of components, commodities or other materials, which could adversely affect our manufacturing efficiencies and ability to make timely delivery.

 

Any of these uncertainties could adversely affect our profitability and ability to compete.  The effect of unavailability or delivery delays would be more severe if associated with our higher volume and more profitable products.  Even where substitute sources of supply are available, qualifying the alternate suppliers and establishing reliable supplies could cost more or could result in delays and a loss of sales.

 

Certain materials and components used in our products are required and qualified to be sourced from a single or a limited number of suppliers. As such, some materials and components could become in short supply resulting in limited availability and/or increased costs. Additionally, we may elect to develop relationships with a single or limited number of suppliers for materials and components that are otherwise generally available, because some customers require extensive certification of suppliers which is a considerable and time consuming undertaking.  Although we believe that alternative suppliers are available to supply materials and components to replace those currently used, doing so may require redesign work and would require having those new sources qualified by our customers prior to making use of those new alternatives. Any interruption in the supply from any supplier that serves as a sole source could delay product shipments and have a material adverse effect on our business, financial condition and results of operations.

 

We intend to develop new products and expand into new markets, which may not be successful and could harm our operating results.

 

We intend to expand into new markets and develop new and modified products based on our existing technologies and engineering capabilities, including the continued expansion of our controlled motion systems and integrated electronics.  These efforts have required and will continue to require us to make substantial investments, including significant research, development and engineering expenditures and capital expenditures for new, expanded or improved manufacturing facilities.  Specific risks in connection with expanding into new products and markets include longer product development cycles, the inability to transfer our quality standards and technology into new products, and the failure of our customers to accept the new or modified products.

 

We may experience difficulties that could delay or prevent the successful development of new products or product enhancements under new and existing contracts, and new products or product enhancements may not be accepted by our customers. In addition, the development expenses we incur may exceed our cost estimates, and new products we develop may not generate sales sufficient to offset our costs. If any of these events occur, our sales and profits could be adversely affected.

 

11

 

 

Our profits may decline if the price of raw materials rise and we cannot recover the increases from our customers.

 

We use various raw materials, such as copper, steel, zinc and rare earth magnets, in our manufacturing operations.  The prices of these raw materials have been subject to volatility.  As a result of price increases, we have generally implemented price surcharges to our customers; however, we may be unable to collect surcharges without suffering reductions in unit volume, revenue and operating income.  There can be no assurance that we will be able to fully recover the price increases through surcharges in a timely manner.  We are also subject to risks associated with U.S. and foreign legislation and regulations relating to imports, including quotas, duties, tariffs or taxes, and other charges or restrictions on imports, which could adversely affect our operations and our ability to import products at current or increased levels. We cannot predict whether additional U.S. and foreign customs quotas, duties, tariffs, taxes or other charges or restrictions, requirements as to where raw materials must be purchased, or other restrictions on our imports will be imposed upon the importation of our products in the future or adversely modified, or what effect such actions would have on our costs of operations.

 

We face competition that could harm our business and we may be unable to compete successfully against new entrants and established companies with greater resources.

 

Competition in connection with the manufacturing of our products may intensify in the future.  The market for our technologies is competitive and subject to rapid technological change.  We compete globally on the basis of product performance, customer service, availability, reliability, productivity and price.  Our competitors may be larger and may have greater financial, operational, economies of scale, personnel, sales, technical and marketing resources than us.  Certain of our competitors also may pursue aggressive pricing or product strategies that may cause us to reduce the prices we charge for our original equipment and aftermarket products and services or lose sales.  These actions may lead to reduced revenues, lower margins and/or a decline in market share, any of which may adversely affect our business, financial condition and results of operations.

 

We are subject to a variety of litigation and other legal and regulatory proceedings in the course of our business that could adversely affect our financial results.

 

We are subject to a variety of litigation and other legal and regulatory proceedings incidental to our business, including claims for damages arising out of the use of products or services and claims relating to intellectual property, employment, tax, commercial disputes, competition, sales and trading practices, environmental, personal injury, insurance coverage, acquisition, as well as regulatory investigations or enforcement.  We may also become subject to lawsuits as a result of past or future acquisitions including liabilities retained from, or representations, warranties or indemnities provided in connection with these acquisitions.  These lawsuits may include claims for compensatory damages, punitive and consequential damages and/or injunctive relief.  The defense of these lawsuits may divert our management’s attention, we may incur significant expenses in defending these lawsuits and we may be required to pay damage awards or settlements or become subject to equitable remedies that could adversely affect our operations and financial results.  Moreover, any insurance or indemnification rights that we may have may be insufficient or unavailable to protect us against such losses.  We estimate loss contingencies and establish reserves based on our assessment where liability is deemed probable and reasonably estimable given the facts and circumstances known to us at a particular point in time.  Subsequent developments may affect our assessment and estimates of the loss contingencies recorded as liabilities.  We cannot guarantee that our liabilities in connection with litigation and other legal and regulatory proceedings will not exceed our estimates or adversely affect our financial results and reputation.

 

Unforeseen exposure to additional income tax liabilities may negatively affect our operating results.

 

Our distribution of taxable income is subject to domestic tax and, as a result of our significant manufacturing and sales presence in foreign countries, foreign tax.  Our effective tax rate may be affected by shifts in our mix of earnings in countries with varying statutory tax rates, changes in reinvested foreign earnings, alterations to tax regulations or interpretations and outcomes of any audits performed on previous tax returns.

 

Our business is subject to environmental regulations that could negatively affect our operating results.

 

Federal, state and local regulations impose various environmental controls on the manufacturing, transportation, storage, use and disposal of hazardous chemicals and other materials used in, and hazardous waste produced by the manufacturing of our products.  Conditions relating to our historical operations may require expenditures for clean-up in the future and changes in environmental laws and regulations may impose costly compliance requirements on us or otherwise subject us to future liabilities.  Additional or modified regulations relating to the manufacture, transportation, storage, use and disposal of materials used to manufacture our products or restricting disposal or transportation of our products may be imposed that may result in higher costs or lower operating results.  In addition, we cannot predict the affect that additional or modified environmental regulations may have on us or our customers.

 

12

 

 

Quality problems with our products could harm our reputation, erode our competitive advantage and could result in warranty claims and additional costs.

 

Quality is important to us and our customers, and our products are held to high quality and performance standards.  In the event our products fail to meet these standards, our reputation could be harmed, which could damage our competitive advantage, causing us to lose customers and resulting in lower revenues.  We generally allow customers to return defective or damaged products for credit, replacement, repair or exchange.  We generally warrant that our products will meet customer specifications and will be free from defects in materials and workmanship.  We reserve for our exposure to warranty claims based upon recent historical experience and other specific information as it becomes available.  However, these reserves may not be adequate to cover future warranty claims and additional warranty costs or inventory write-offs may be incurred which could harm our operating results.

 

If we are unable to attract and retain qualified personnel, our ability to operate and grow our company will be in jeopardy.

 

We are required to hire and retain skilled employees at all levels of our operations in a market where such qualified employees are in high demand and are subject to receiving competing offers.  We believe that there is, and will continue to be, competition for qualified personnel in our industry, and there is no assurance that we will be able to attract or retain the personnel necessary for the management and development of our business.  The inability to attract or retain employees currently or in the future may have a material adverse effect on our business.

 

Our future success depends in part on the continued service of our engineering and technical personnel and our ability to identify, hire and retain personnel.

 

Our success will depend in large part upon our ability to attract, train, retain and motivate highly skilled employees.  There is currently aggressive competition for employees who have experience in technology and engineering.  We may not be able to continue to attract and retain engineers or other qualified personnel necessary for the development and growth of our business or to replace personnel who may leave our employ in the future.  The failure to retain and recruit key technical personnel could cause additional expense, potentially reduce the efficiency of our operations and could harm our business.

 

Our operating results could fluctuate significantly.

 

Our quarterly and annual operating results are affected by a wide variety of factors that could materially adversely affect revenues and profitability, including:  the timing of customer orders and the deferral or cancellation of orders previously received, the level of orders received which can be shipped in a quarter, fulfilling backlog on a timely basis, competitive pressures on selling prices, changes in the mix of products sold, the timing of investments in engineering and development, development of and response to new technologies, and delays in new product qualifications.

 

As a result of the foregoing and other factors, we may experience material fluctuations in future operating results on a quarterly or annual basis which could materially and adversely affect our business, financial condition, operating results and stock price.

 

We may never realize the full value of our substantial intangible assets.

 

These intangible assets consist primarily of goodwill, customer lists, trade names and patented technology arising from our acquisitions.  Goodwill is not amortized; it is tested annually or upon the occurrence of certain events which indicate that the assets may be impaired.  Definite lived intangible assets are amortized over their estimated useful lives and are tested for impairment upon the occurrence of certain events which indicate that the assets may be impaired.  We may not receive the recorded value for our intangible assets if we sell or liquidate our business or assets.  In addition, intangible assets with definite lives will continue to be amortized.  Amortization expenses relating to these intangible assets will continue to reduce our future earnings.

 

13

 

 

We face the potential harms of natural disasters, pandemics, acts of war, terrorism, international conflicts or other disruptions to our operations.

 

Natural disasters, pandemics, acts or threats of war or terrorism, international conflicts, political instability, and the actions taken by governments could cause damage to or disrupt our business operations, our suppliers or our customers, and could create economic instability.  Although it is not possible to predict such events or their consequences, these events could decrease demand for our products or make it difficult or impossible for us to deliver products.

 

Increased healthcare, pension and other costs under the Company’s benefit plans could adversely affect the Company’s financial condition and results of operations.

 

We provide health benefits to many of our employees and the costs to provide such benefits continue to increase annually.  The amount of any increase or decrease in the cost of Company-sponsored health plans will depend on a number of different factors including new governmental regulations mandating types of coverage and reporting and other requirements.

 

We also sponsor defined benefit pension, defined contribution pension, and other postretirement benefit plans.  Our costs to provide such benefits generally continue to increase annually.  We use actuarial valuations to determine the Company’s benefit obligations for certain benefit plans, which require the use of significant estimates, including the discount rate, expected long-term rate of return on plan assets, mortality rates and the rates of increase in compensation and health care costs.  Changes to these significant estimates could increase the cost of these plans, which could also have a material adverse effect on the Company’s financial condition and results of operations.

 

Failure of our internal control over financial reporting could limit our ability to report our financial results accurately and timely or prevent fraud.

 

We believe that effective internal controls are necessary to provide reliable financial reports and to assist in the effective prevention of fraud.  If we are unable to detect or correct any issues in the design or operating effectiveness of internal controls over financial reporting or fail to prevent fraud, current and potential customers and shareholders could lose confidence in our financial reporting, which could harm our business and the trading price of our stock.

 

Our operating results depend in part on our ability to contain or reduce costs.  There is substantial price competition in our industry, and our success and profitability will depend on our ability to maintain a competitive cost and price structure.

 

Our efforts to maintain and improve profitability depend in part on our ability to reduce the costs of materials, components, supplies and labor, including establishing production capabilities at our low cost regional subcontractors.  While the failure of any single cost containment effort by itself would most likely not significantly impact our results, we cannot give any assurances that we will be successful in implementing cost reductions and maintaining a competitive cost structure.

 

There is substantial price competition in our industry, and our success and profitability will depend on our ability to maintain a competitive cost and price structure.  We may have to reduce prices in the future to remain competitive.  Also, our future profitability will depend in part upon our ability to continue to improve our manufacturing efficiencies and maintain a cost structure that will enable us to offer competitive prices.  Our inability to maintain a competitive cost structure could have a material adverse effect on our business, financial condition and results of operations.

 

We depend heavily upon a limited number of customers, and if we lose any of them or they reduce their business with us, we would lose a substantial portion of our revenues.

 

A significant portion of our revenues and trade receivables are concentrated with a small group of customers.  These customers have a variety of suppliers to choose from and therefore can make substantial demands on us, including demands on product pricing and on contractual terms, often resulting in the allocation of risk to us as the supplier.  Our ability to maintain strong relationships with our principal customers is essential to our future performance.  If we lose a key customer, if any of our key customers reduce their orders of our products or require us to reduce our prices before we are able to reduce costs, if a customer is acquired by one of our competitors or if a key customer suffers financial hardship, our operating results would likely be harmed as well as the collectability of accounts receivable.

 

14

 

 

If we do not respond to changes in technology, our products may become obsolete and we may experience a loss of customers and lower revenues.

 

We sell our products to customers in several industries that experience rapid technological changes, new product introductions and evolving industry standards.  Without the timely introduction of new products and enhancements, our products and services will likely become technologically obsolete over time and we may lose a significant number of our customers.  Our product development efforts may be affected by a number of factors, including our ability to anticipate customer needs, allocate our research and development funding, innovate and develop new products, differentiate our offerings and commercialize new technologies, secure intellectual property protection for our products and manufacture products in a cost-effective manner.  We would be harmed if we did not meet customer requirements and expectations.  Our inability, for technological or other reasons, to successfully develop and introduce new and innovative products could result in a loss of customers and lower revenues.

 

Our competitiveness depends on successfully executing our growth initiatives and our globalization strategies.

 

We continue to invest in initiatives to support future growth, such as the creation of an effective corporate structure, implementation of our enterprise resource planning system, launch of a new integrated website, implementation of a structured approach to identify target markets, and the expansion of our AST (continuous improvement initiatives in quality, delivery, and cost).  The failure to achieve our objectives on these initiatives could have an adverse effect on our operating results and financial condition.  Our globalization strategy includes localization of our products and services to be closer to our customers and identified growth opportunities.  Localization of our products and services includes expanding our capabilities, including supply chain and sourcing activities, product design, manufacturing, engineering, marketing and sales and support.  These activities expose us to risks, including those related to political and economic uncertainties, transportation delays, labor market disruptions and challenges to protect our intellectual property.

 

We face the challenge of accurately aligning our capacity with our demand.

 

We have experienced capacity constraints and longer lead times for certain products in times of growing demand while we have also experienced idle capacity as economies slow or demand for certain products decline.  Accurately forecasting our expected volumes and appropriately adjusting our capacity have been, and will continue to be, important factors in determining our results of operations.  We cannot guarantee that we will be able to increase manufacturing capacity to a level that meets demand for our products, which could prevent us from meeting increased customer demand and could harm our business.  However, if we overestimate our demand and overbuild our capacity, we may have significantly underutilized assets and we may experience reduced margins.  If we do not accurately align our manufacturing capabilities with demand it could have a material adverse effect on our results of operations.

 

The manufacture of many of our products is a highly exacting and complex process, and if we directly or indirectly encounter problems manufacturing products, our reputation, business and financial results could suffer.

 

The manufacture of many of our products is an exacting and complex process.  Problems may arise during manufacturing for a variety of reasons, including equipment malfunction, failure to follow specific protocols and procedures, problems with raw materials, natural disasters and environmental factors, and if not discovered before the product is released to market could result in recalls and product liability exposure.  Because of the time required to develop and maintain manufacturing facilities, an alternative manufacturer may not be available on a timely basis to replace such production capacity.  Any of these manufacturing problems could result in significant costs and liability, as well as negative publicity and damage to our reputation that could reduce demand for our products.

 

Item 1B.  Unresolved Staff Comments.

 

Not applicable.

 

15 

 

 

Item 2. Properties.

 

As of December 31, 2019, the Company occupies facilities as follows:

 

Description / Use   Location     Approximate
Square
Footage
    Owned
Or Leased
 
Corporate headquarters     Amherst, New York       6,000       Leased  
Office and manufacturing facility     Amherst, New York       6,000       Leased  
Office and manufacturing facility     Changzhou, China       40,000       Leased  
Office     Dayton, Ohio       29,000       Owned  
Office and manufacturing facility     Dayton, Ohio       25,000       Leased  
Office and manufacturing facility     Dordrecht, The Netherlands       32,000       Leased  
Office and manufacturing facility     Dothan, Alabama       88,000       Owned  
Office     Ferndown, Great Britain       1,000       Leased  
Office and manufacturing facility     Germantown, Wisconsin       66,000       Leased  
Office and manufacturing facilities     Kelheim, Germany       154,000       Leased  
Office and manufacturing facility     Mrakov, Czech Republic       42,000       Leased  
Office and manufacturing facility     Owosso, Michigan       85,000       Owned  
Office     Oakville, Ontario, Canada       3,500       Leased  
Office and manufacturing facility     Porto, Portugal       53,000       Owned  
Office and manufacturing facility     Reynosa, Mexico       50,000       Leased  
Office and manufacturing facility     Stockholm, Sweden       20,000       Leased  
Office and manufacturing facility     Tulsa, Oklahoma       30,000       Leased  
Office and manufacturing facility     Twinsburg, Ohio       28,800       Leased  
Office and manufacturing facility     Watertown, New York       107,000       Owned  

 

The Company’s management believes the above-described facilities are adequate to meet the Company’s current and foreseeable needs. Operating leases for the Company’s properties expire at various times through 2033. Upon the expiration of the Company’s current leases, management believes that the Company will be able to secure renewal terms or enter into leases for alterative locations at market terms.

 

Item 3. Legal Proceedings.

 

The Company is involved in certain actions that have arisen out of the ordinary course of business. Management believes that resolution of the actions will not have a significant adverse effect on the Company’s consolidated financial statements.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

PART II

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 

Allied Motion’s common stock is listed on the Nasdaq Global Market System and trades under the symbol AMOT. The number of holders of record as reported by the Company’s transfer agent of the Company’s common stock as of the close of business on March 11, 2020 was 237.

 

Dividends

 

During 2019 and 2018, we declared regular quarterly cash dividends on our common stock. We paid $0.03 per quarter in 2019. We paid $0.025 for the first quarter of 2018 and $0.03 per quarter for the second, third and fourth quarters of 2018. While it is our current intention to pay regular quarterly cash dividends, any decision to pay future cash dividends will be made by our Board and will depend on our earnings, financial condition and other factors.

 

16 

 

 

Performance Graph

 

 

The following performance graph and tables reflect the five year change in the Company's cumulative total stockholder return on Common Stock as compared with the cumulative total return of the NASDAQ Stock Market Index and the NASDAQ Electrical and Industrial Apparatus Index for a $100 investment made on December 31, 2014, including reinvestment of any dividends.

 

 

 

    12/31/2014     12/31/2015     12/31/2016     12/31/2017     12/31/2018     12/31/2019  
Allied Motion Technologies   $ 100.00     $ 111.09     $ 91.30     $ 141.92     $ 192.17     $ 209.24  
NASDAQ (U.S.)   $ 100.00     $ 106.96     $ 116.45     $ 150.96     $ 146.67     $ 200.49  
S&P Electrical Components & Equipment   $ 100.00     $ 84.83     $ 102.39     $ 130.34     $ 111.89     $ 154.99  

 

Issuer Purchases of Equity Securities

 

Period     Number of Shares
Purchased
    Average Price Paid
per Share
    Total Number of Shares
Purchased as Part of Publicly
Announced Plans or Programs
    Maximum Number of Shares
that May Yet Be Purchased
Under the Plans or Programs
 
10/01/19 to 10/31/19       362 (1)   $ 36.09     -     -  
11/01/19 to 11/30/19       -       -     -     -  
12/01/19 to 12/31/19       512 (1)     44.05     -     -  
Total       874     $ 40.76     -     -  

  (1) As permitted under the Company’s equity compensation plan, these shares were withheld by the Company to satisfy tax withholding obligations for employees in connection with the vesting of stock.  Shares withheld for tax withholding obligations do not affect the total number of shares available for repurchase under any approved common stock repurchase plan.  At December 31, 2019, the Company did not have an authorized stock repurchase plan in place.

 

17 

 

 

Item 6. Selected Financial Data.

 

Dollars in thousands, except share data   2019     2018 (1)     2017     2016 (2)     2015  
Results from Operations                                        
Revenues   $ 371,084     $ 310,611     $ 252,012     $ 245,893     $ 232,434  
Net income     17,022       15,925       8,036       9,078       11,074  
Diluted earnings per share   $ 1.80     $ 1.70     $ 0.87     $ 1.00     $ 1.20  
Dividends declared per share   $ 0.12     $ 0.115     $ 0.10     $ 0.10     $ 0.10  
                                         
Year-End Financial Position                                        
Cash and cash equivalents   $ 13,416     $ 8,673     $ 15,590     $ 15,483     $ 21,278  
Working capital     69,002       66,304       53,358       50,987       39,931  
Total assets     305,828       285,301       187,922       179,919       162,147  
Short term debt     -       -       461       936       9,860  
Long-term debt     109,765       122,516       52,694       70,483       57,518  
Shareholders' equity     119,194       101,813       87,347       72,286       64,597  
Shareholders' equity per common                                        
share outstanding   $ 12.42     $ 10.74     $ 9.27     $ 7.71     $ 6.96  
                                         
Supplemental Financial Data                                        
Capital expenditures   $ 14,882     $ 14,333     $ 6,201     $ 5,188     $ 4,730  
Depreciation expense     9,139       7,921       7,055       6,545       4,822  
Engineering and development     23,086       19,913       17,542       16,170       14,229  
Interest expense     5,134       2,701       2,474       6,449       6,023  
Intangible amortization     5,718       3,655       3,219       3,204       2,644  
Backlog (3)     124,950       131,997       100,708       78,602       70,999  
                                         
Ratios                                        
Net return on sales     4.6 %     5.1 %     3.2 %     3.7 %     4.8 %
Return on shareholders' equity     15.4 %     16.8 %     10.1 %     13.3 %     18.4 %
Current ratio     2.5       2.5       2.8       3.1       2.2  
Net debt to capitalization (4)     45 %     53 %     30 %     44 %     42 %

                     
(1)  Includes the effect of the Maval OE Steering and TCI acquisitions in the first and fourth quarters of 2018, respectively.
(2)  Includes the effect of the Heidrive acquisition in the first quarter of 2016.            
(3)  Backlog is defined as confirmed orders for which the customer has provided a release and delivery date.    
(4)  Net debt is total debt less cash and cash equivalents.  Capitalization is the sum of net debt and shareholders' equity.

 

18 

 

 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Amounts presented in Item 7 are in thousands, except per share data.

 

Overview

 

We are a global company that designs, manufactures and sells precision and specialty controlled motion components and systems used in a broad range of industries. Our target markets include Vehicle, Medical, Aerospace & Defense, and Industrial. We are headquartered in Amherst, NY, and have operations in the United States, Canada, Mexico, Europe and Asia. We are known worldwide for our expertise in electro-magnetic, mechanical and electronic motion technology. We sell component and integrated controlled motion solutions to end customers and OEMs through our own direct sales force and authorized manufacturers’ representatives and distributors. Our products include brush and brushless DC motors, brushless servo and torque motors, coreless DC motors, integrated brushless motor-drives, gearmotors, gearing, modular digital servo drives, motion controllers, incremental and absolute optical encoders, active and passive filters for power quality and harmonic issues, and other controlled motion-related products.

 

Financial Overview

 

Highlights for our fiscal year ended December 31, 2019, include:

 

· Revenue was $371,084 for 2019 compared with $310,611 in 2018. Growth was evident in all of our served markets. Sales to U.S. customers were 57% of total sales for 2019 and 53% of total sales for 2018, with the balance of sales to customers primarily in Europe, Canada and Asia.

 

· Gross profit was $112,584 for 2019, a 23% increase from $91,403 in 2018. As a percentage of revenue, gross margin increased 90 basis points to 30.3% primarily due to a significant increase in revenues along with the leveraging of fixed costs.

 

· Operating income was $29,443, or 8% of revenue, for 2019 compared with $23,229, or 7% of revenue, for 2018.

 

· Net income was $17,022, or $1.80 per diluted share, compared with $15,925, or $1.70 per diluted share, for 2018.

 

· Bookings were $366,103 for 2019 compared with $336,930 for 2018, an increase of 9%. Backlog as of December 31, 2019 was $124,950, a decrease of 5% from $131,997 at year end 2018.

 

· Debt of $109,765, net of cash of $13,416, decreased by $17,494 to $96,349 at December 31, 2019 from debt of $122,516, net of cash of $8,673 of $113,843 at December 31, 2018.

 

· We declared and paid a dividend of $0.03 per share for each quarter of 2019 pursuant to our quarterly dividend program. Dividends to shareholders for 2019 and 2018 were $0.12 and $0.115 per diluted share, respectively. The dividend payout ratio was 7% for both 2019 and 2018, when compared with the diluted earnings per share of $1.80 and $1.70, respectively.

 

The Company’s 2019 sales were 19% higher than in the prior year.  Our market position in all of our served markets continued to grow organically as well as through the addition of TCI to our Company portfolio.

 

Net income was 7% higher in 2019 compared to 2018, and earnings per diluted share increased by 6%.  These increases reflect increased sales and gross margin growth, both organically and from acquisitions, along with a continued focus on cost control.

 

We remain focused on executing our strategy for growth while streamlining the organization and emphasizing continuous improvement in quality, delivery, cost and innovation as we drive the One Allied approach and expand our value proposition for our customers. Solid strides continue to be made with our multi-product, fully integrated solutions that are leading to increased business.  Also, we continue to build a pipeline of exciting market-based application opportunities.  Sales cycles are long and the time from being selected for the solution development to full rate production can be longer, yet we believe we continue to build a scalable foundation which can deliver strong returns on those investments.

 

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Our Strategy

 

Our growth strategy is focused on becoming the controlled motion solution leader in our selected target markets by further developing our products and services platform to utilize multiple Allied Motion technologies to create increased value solutions for our customers.  Our strategy further defines Allied Motion as being a “technology/know-how” driven company and to be successful, we continue to invest in our areas of excellence.

 

We have set growth targets for our Company and we will align and focus our resources to meet those targets.  First and foremost, we invest in our people as we believe that attracting and retaining the right people is the most important element in our strategy.  We will continue to invest in applied and design engineering resources.

 

Our strategic focus is addressing the critical issues that we believe are necessary to meet the stated long-term goals and objectives of the Company.  The majority of the critical issues are focused on growth initiatives for the Company.

 

One of these growth initiatives includes product line platform development to meet the emerging needs of our selected target markets.  Our platform development emphasizes a combination of our technologies to create increased value solutions for our customers.  The emphasis with new opportunities has evolved from being an individual component provider to becoming a solutions provider whereby the new opportunities utilize multiple Allied Motion technologies in a system solution approach.  We believe this approach will allow us to provide increased value to our customers and improved margins for our Company.  Our strong financial condition, along with AST continuous improvement initiatives in quality, delivery, and cost allow us to have a positive outlook for the continued long-term growth of our Company.

 

Outlook for 2020

 

In 2020, we will continue to focus on leveraging our resources to expand our business in our served markets.   In addition, we will continue to execute the ongoing critical issues as defined by our updated strategy, developed in 2017.  The critical issues from that strategy include:

 

1) Execute acquisition strategy to consolidate a fragmented market.

 

2) Pursue target (niche) markets where we can gain a leadership market position.

 

3) Develop leading edge products to meet the emerging needs of our target markets.

 

4) Utilize lean tools to enhance company performance.

 

5) Execute our long term strategy and set aggressive growth and profitability goals to measure our success.

 

Allied Motion is an applied technology/know-how motion company, and to grow, we will continue to invest in the technical resources to ensure we can move forward with our mantra to “create controlled motion solutions that change the game” and to meet the emerging needs of our customers in our served market segments.  In support of our sales efforts, we have three Solution Centers (United States, Europe and Asia) that are providing the support required to sell multi-technology solutions.  We have announced a number of multi-product controlled motion solution wins that will continue ramping up during 2020 and have a very active pipeline of new opportunities where our integrated solution capability has provided us with a competitive advantage.  We anticipate that our investment in these key resources will continue to drive our growth now and in the future.  We expect this shift from a component supplier to a more complete solutions provider, along with the application of AST, to drive cost reduction.

 

Our global production footprint provides us with the opportunity to be a value added supplier for global companies who require support around the world.  We will continue to evaluate and find areas to leverage our current manufacturing and sales footprint to drive sales and improve efficiencies.

 

Critical Accounting Estimates

 

Management’s discussion and analysis of financial condition and results of operations are based upon our consolidated financial statements which have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”). We make estimates and assumptions in the preparation of our consolidated financial statements that affect the reported amounts of assets and liabilities, revenue and expenses and related disclosures of contingent assets and liabilities. We base our estimates and judgments upon historical experience and other factors that are believed to be reasonable under the circumstances. Changes in estimates or assumptions could result in a material adjustment to the consolidated financial statements.

 

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We have identified several critical accounting estimates. An accounting estimate is considered critical if both: (a) the nature of the estimates or assumptions is material due to the levels of subjectivity and judgment involved, and (b) the impact of changes in the estimates and assumptions would have a material effect on the consolidated financial statements. This listing is not a comprehensive list of all of our accounting policies. For further information regarding the application of these and other accounting policies, See Note 1, Business and Summary of Significant Accounting Policies of the notes to consolidated financial statements contained in Item 8 of this report for additional information.

 

The Company’s critical accounting estimates include:

 

Revenue Recognition

 

The Company considers control of most products to transfer at a single point in time when control is transferred to the customer, generally when the products are shipped in accordance with an agreement and/or purchase order. Control is defined as the ability to direct the use of and obtain substantially all of the remaining benefits of the product. The Company satisfies its performance obligations under a contract with a customer by transferring goods and services generally in exchange for monetary consideration from the customer. The Company considers the customer’s purchase order, and the Company’s corresponding sales order acknowledgment as the contract with the customer. In the normal course of business, the Company does not accept product returns unless the item is defective as manufactured. The Company establishes provisions for estimated returns and warranties. All contracts include a standard warranty clause to guarantee that the product complies with agreed specifications.

 

At December 31, 2019 and 2018, the accrual for future warranty obligations was $1,075 and $971, respectively. The Company’s expense (income) for warranty obligations was $210 in 2019, ($13) in 2018, and $234 in 2017, respectively. The length of the warranty period for the Company’s products is generally three months to two years and varies significantly based on the product sold. The Company calculates its warranty expense provision based on its historical warranty experience and adjustments are made periodically to reflect actual warranty expenses. If actual future sales returns and allowances are higher than the Company’s historical experience, additional accruals may be required.

 

Inventories

 

Inventories are measured on a first-in, first-out basis at the lower of cost or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Inventory costing requires complex calculations that include assumptions for overhead absorption, scrap, sample calculations, manufacturing yield estimates, costs to sell, and the determination of which costs may be capitalized. The valuation of inventory requires us to estimate obsolete or excess inventory, as well as inventory that is not of saleable quality.

 

Historically, our inventory adjustment has been adequate to cover our losses. However, variations in methods or assumptions could have a material impact on our results. If our demand forecast for specific products is greater than actual demand and we fail to reduce manufacturing output accordingly, we could be required to record additional inventory write-down or expense a greater amount of overhead costs, which would negatively impact our net income. As of December 31, 2019, we have $53,385 of inventory recorded on our consolidated balance sheet, representing approximately 17% of total assets. A 1% write-down of our inventory would decrease our 2019 net income by approximately $381, or $0.04 per diluted share.

 

Valuation of Goodwill and Other Long-Lived Assets

 

We make assumptions in establishing the carrying value, fair value and, if applicable, the estimated lives of our goodwill, intangible and other long-lived assets. Goodwill and intangible assets determined to have an indefinite useful life are not amortized. Instead, these assets are evaluated for impairment on an annual basis and whenever events or business conditions change that could indicate that the asset is impaired. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset (asset group) may not be recoverable.

 

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Evaluation of goodwill for impairment

 

We test the reporting unit’s goodwill for impairment as of October 31st of each fiscal year and between annual tests if an event occurs or circumstances change that would more-likely-than-not reduce the fair value of the reporting unit below its carrying value. In conducting this annual impairment testing, we may first perform a qualitative assessment of whether it is more-likely-than-not that a reporting unit’s fair value is less than its carrying value. If not, no further goodwill impairment testing is required. If it is more-likely-than-not that the reporting unit’s fair value is less than its carrying value, or if we elect not to perform a qualitative assessment of a reporting unit, a quantitative analysis is performed, in which the fair value of the reporting unit is compared to its net book value. If the net book value of the reporting unit exceeds its fair value, an impairment loss is recognized equal to the excess, limited to the amount of goodwill allocated to that reporting unit.

 

We performed a qualitative assessment of our single reporting unit as of October 31, 2019. As part of this analysis, we evaluated factors including, but not limited to, our market capitalization and stock price performance, macro-economic conditions, market and industry conditions, cost factors, the competitive environment, and the operational stability and overall financial performance of our reporting unit. The assessment indicated that it was more likely than not that the fair value of our reporting unit exceeded its respective carrying value. Additionally, other positive indicators considered since the last quantitative assessment were the achievement of substantially higher revenue during 2019, along with continued expected growth during 2020. As a result, we concluded that it was more-likely-than-not that the fair value of the reporting unit exceeded its carrying value, and as such, a quantitative assessment was not required.

 

We do not believe that our reporting unit is at risk for impairment. However, changes to the factors considered above could affect the estimated fair value of our reporting unit and could result in a goodwill impairment charge in a future period. We may be unaware of one or more significant factors that, if we had been aware of, would cause our conclusion to change, which could result in a goodwill impairment charge in a future period. As of December 31, 2019, we have $52,935 of goodwill recorded on our consolidated balance sheet, representing approximately 17% of total assets. A 1% write-down of our goodwill would decrease our 2019 net income approximately $378, or $0.04 per diluted share.

 

Stock-based Compensation

 

Compensation expense for time-based restricted stock units are measured at the grant date and recognized ratably over the vesting period. We determine the fair value of time-based and performance-based restricted stock units based on the closing market price of our common stock on the grant date. The recognition of compensation expense associated with performance-based restricted stock units requires judgment in assessing the probability of meeting the performance goals, as well as defined criteria for assessing achievement of the performance-related goals. For purposes of measuring compensation expense, the number of shares ultimately expected to vest is estimated at each reporting date based on management’s expectations regarding the relevant performance criteria. The performance shares begin vesting only upon the achievement of the performance criteria. The achievement of the performance goals can impact the valuation and associated expense of the restricted stock units.

 

The assumptions used in accounting for the share-based payment awards represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment.  As a result, if circumstances change and we use different assumptions, our stock-based compensation expense could be materially different in the future.

 

Impact of Recently Issued Accounting Pronouncements

 

In the normal course of business, we evaluate all new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”), Securities and Exchange Commission (“SEC”), Emerging Issues Task Force (“EITF”) or other authoritative accounting bodies to determine the potential impact they may have on our Consolidated Financial Statements.  See Note 1, Business and Summary of Significant Accounting Policies of the notes to consolidated financial statements contained in Item 8 of this report for additional information about these recently issued accounting standards and their potential impact on our financial condition or results of operations.

 

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Operating Results

 

The following discussion is a comparison between fiscal year 2019 and fiscal year 2018 results. For a discussion of our results of operations for the year ended December 31, 2018 compared to the year ended December 31, 2017, please refer to Item 7 of Part II, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which was filed with the SEC on March 13, 2019.

 

Year 2019 compared to 2018

 

    For the year ended     2019 vs. 2018  
    December 31,     Variance  
(Dollars in thousands, except per share data)   2019     2018     $     %  
Revenues   $ 371,084     $ 310,611     $ 60,473       19 %
Cost of goods sold     258,500       219,208       39,292       18 %
Gross profit     112,584       91,403       21,181       23 %
Gross margin percentage     30.3 %     29.4 %                
Operating costs and expenses:                                
Selling     16,536       11,807       4,729       40 %
General and administrative     37,688       32,037       5,651       18 %
Engineering and development     23,086       19,913       3,173       16 %
Business development     113       762       (649 )     (85 )%
Amortization of intangible assets     5,718       3,655       2,063       56 %
Total operating costs and expenses     83,141       68,174       14,967       22 %
Operating income     29,443       23,229       6,214       27 %
Interest expense     5,134       2,701       2,433       90 %
Other (income) expense, net     468       (153 )     621       (406 )%
Total other expense, net     5,602       2,548       3,054       120 %
Income before income taxes     23,841       20,681       3,160       15 %
Provision for income taxes     (6,819 )     (4,756 )     (2,063 )     43 %
Net income   $ 17,022     $ 15,925     $ 1,097       7 %
                                 
Effective tax rate     28.6 %     23.0 %     5.6 %     24 %
Diluted earnings per share   $ 1.80     $ 1.70     $ 0.10       6 %
Bookings   $ 366,103     $ 336,930     $ 29,173       9 %
Backlog   $ 124,950     $ 131,997     $ (7,047 )     (5 )%

 

REVENUES: During 2019, we experienced growth in all of our served markets. Organic growth accounted for 9% of the 19% increase in sales in 2019 with the remainder due to acquisitions. Our sales for 2019 were comprised of 57% to US customers and 43% to customers primarily in Europe, Canada and Asia. The overall increase in revenue was primarily due to increased volume. The increase in revenue was 22% when excluding foreign currency impacts from both 2019 and 2018. See information included in “Non – GAAP Measures” below for a discussion of the non-GAAP measure and reconciliation of revenue to revenue excluding foreign currency impacts.

 

ORDER BACKLOG: The increase in orders in 2019 compared to 2018 is due to significant organic growth across all of the major markets served by the company, further enhanced by the TCI acquisition. The reduction in backlog is largely due to the timing of certain longer-term orders being placed in Q4 2018 not occurring in 2019 due to the term of those orders.

 

GROSS PROFIT AND GROSS MARGIN: The 23% increase in gross profit was largely due to increased volume attributable to growth in our served markets. The 90 basis point improvement in gross margin was due to the leveraging of fixed manufacturing costs along with beneficial product mix and improved operating efficiencies.

 

SELLING EXPENSES: Selling expenses increased in 2019 compared to 2018 primarily due to increased investment in and focused growth of the One Allied Sales Organization including the addition of the TCI sales organization.  Selling expenses as a percentage of revenues were 4% for 2019 and 4% for 2018. We anticipate that the higher level of selling expenses as a percentage of revenues will continue in the future.

 

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GENERAL AND ADMINISTRATIVE EXPENSES: General and administrative expenses increased in 2019 from 2018 largely due to higher incentive compensation resulting from strong financial performance, as well as the TCI acquisition.  As a percentage of revenues, general and administrative expenses were 10% for 2019 and 2018.

 

ENGINEERING AND DEVELOPMENT EXPENSES: Engineering and development expenses increased by 16% in 2019 compared to 2018.  The increase is primarily due to the continued ramp up of development projects to meet the future needs of target markets, particularly at our European locations, the addition of TCI, as well as supporting growing customer application development needs.  As a percentage of revenues, engineering and development expenses were 6% for 2019 and 2018.

 

BUSINESS DEVELOPMENT COSTS: The Company incurred $113 of business development costs during 2019 related potential new business opportunities. The Company incurred $762 of business development costs during 2018 related to the acquisitions of Maval OE Steering and TCI.

 

INTEREST EXPENSE: Interest expense increased by 90% in 2019 compared to 2018 due to the increased borrowings in 2018 related to the acquisition of TCI.

 

AMORTIZATION OF INTANGIBLE ASSETS: Amortization of intangible assets increased 56% in 2019 compared to 2018, from $3,655 to $5,718 related to the increased intangible assets from the TCI acquisition.

 

INCOME TAXES:  The effective income tax rate as a percentage of income before income taxes was 28.6% and 23.0% for the year ended December 31, 2019 and 2018, respectively.  For the year ended December 31, 2019, the effective tax rate includes a discrete tax provision of 1.8% related to settlement of a tax audit in a foreign jurisdiction. For the year ended December 31, 2019 and 2018, the effective rate is net of a discrete tax benefit of (0.1%) and (2.3%), respectively, related primarily to the recognition of excess tax benefits for share-based payment awards. The effective rate before discrete items varies from the statutory rate primarily due to differences in state taxes, the impact of international tax provisions in the US, the difference in US and foreign tax rates and the mix of foreign and domestic income. Refer to Note 9 of the Notes to Consolidated Financial Statements for a reconciliation of statutory rates to tax provision rates.

 

NET INCOME AND ADJUSTED NET INCOME: Net income increased during 2019 reflecting a significant increase in revenues and improved operating performance, offset by higher interest expense and income taxes.

 

Adjusted net income for the years ended December 31, 2019, and 2018 were $17,920 and $16,276, respectively. Adjusted diluted earnings per share for 2019 and 2018 were $1.89 and $1.74, respectively. Adjusted net income and adjusted diluted earnings per share are non-GAAP measures. Adjusted net income for 2019 excludes the third quarter 2019 non-income based tax assessment of $384 and the income tax charge of $433 related to a tax assessment in a foreign jurisdiction. Adjusted net income for 2019 excludes $113 ($81 net of tax) and for 2018 excludes $762 ($586 net of tax) of business development costs. Adjusted net income for 2018 also excludes $235 of tax benefit resulting from the Tax Cuts and Jobs Act. See information included in “Non – GAAP Measures” below for a discussion of the non-GAAP measure and reconciliation of net income to Adjusted net income and earnings per share to Adjusted earnings per share.

 

EBITDA AND ADJUSTED EBITDA: EBITDA was $43,832 for 2019 compared to $34,958 for 2018. Adjusted EBITDA was $47,532 and $38,363 for 2019 and 2018, respectively. EBITDA and adjusted EBITDA are non-GAAP measures. EBITDA consists of income before interest expense, provision for income taxes, and depreciation and amortization. Adjusted EBITDA also excludes stock compensation expense and certain other items. Refer to information included in “Non - GAAP Measures” below for a discussion of the non-GAAP measure and a reconciliation of net income to EBITDA and Adjusted EBITDA.

 

Non-GAAP Measures

 

Revenue excluding foreign currency exchange impacts, EBITDA and Adjusted EBITDA are provided for information purposes only and are not measures of financial performance under GAAP.

 

Management believes the presentation of these financial measures reflecting non-GAAP adjustments provides important supplemental information in evaluating the operating results of the Company as distinct from results that include items that are not indicative of ongoing operating results; in particular, those charges and credits that are not directly related to operating unit performance, and that are not a helpful measure of the performance of our underlying business particularly in light of their unpredictable nature. These non-GAAP disclosure have limitations as analytical tools, should not be viewed as a substitute for revenue and net income determined in accordance with GAAP, and should not be considered in isolation or as a substitute for analysis of the Company’s results as reported under GAAP, nor is it necessarily comparable to non-GAAP performance measures that may be presented by other companies. In addition, supplemental presentation should not be construed as an inference that the Company’s future results will be unaffected by similar adjustments to net income determined in accordance with GAAP.

 

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The Company believes that revenue excluding foreign currency exchange impacts is a useful measure in analyzing organic sales results.  The Company excludes the effect of currency translation from revenue for this measure because currency translation is not under management’s control, is subject to volatility and can obscure underlying business trends. The portion of revenue attributable to currency translation is calculated as the difference between the current period revenue and the current period revenue after applying foreign exchange rates from the prior period.

 

The Company believes EBITDA is often a useful measure of the Company’s operating performance and is a significant basis used by the Company’s management to measure the operating performance of the Company’s business because EBITDA excludes charges for depreciation, amortization and interest expense that have resulted from our debt financings, as well as our provision for income tax expense. EBITDA is frequently used as one of the bases for comparing businesses in the Company’s industry.

 

The Company also believes that Adjusted EBITDA provides helpful information about the operating performance of its business. Adjusted EBITDA excludes stock compensation expense, as well as certain income or expenses which are not indicative of the ongoing performance of the Company. EBITDA and Adjusted EBITDA do not represent and should not be considered as an alternative to net income, operating income, net cash provided by operating activities or any other measure for determining operating performance or liquidity that is calculated in accordance with generally accepted accounting principles.

 

The Company’s calculation of revenues excluding foreign currency exchange impacts for 2019 and 2018 is as follows:

 

    For the year ended December 31,  
    2019     2018  
Revenue as reported   $ 371,084     $ 310,611  
Currency impact     7,845       (4,336 )
Revenue excluding foreign currency exchange impacts   $ 378,929     $ 306,275  

 

The Company’s calculation of EBITDA and Adjusted EBITDA for 2019 and 2018 is as follows:

 

    For the year ended  
    December 31,  
    2019     2018  
Net income as reported   $ 17,022     $ 15,925  
Interest expense     5,134       2,701  
Provision for income tax     6,819       4,756  
Depreciation and amortization     14,857       11,576  
EBITDA     43,832       34,958  
Stock compensation expense     3,203       2,643  
Business development costs     113       762  
Non-income based tax assessment     384       -  
Adjusted EBITDA   $ 47,532     $ 38,363  

 

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Allied Motion’s management uses Adjusted net income and Adjusted diluted earnings per share to assess the Company’s consolidated financial and operating performance. Adjusted net income and Adjusted diluted earnings per share are provided for informational purposes only and are not a measure of financial performance under generally accepted accounting principles. These measures help management make decisions that are expected to facilitate meeting current financial goals as well as achieve optimal financial performance. Adjusted net income provides management with a measure of financial performance of the Company based on operational factors as it removes the impact of certain non-routine items from the Company’s operating results. Adjusted diluted earnings per share provides management with an indication of how Adjusted net income would be reflected on a per share basis for comparison to the GAAP diluted earnings per share measure. Adjusted net income is a key metric used by senior management and the Company’s board of directors to review the consolidated financial performance of the business. This measure adjusts net income determined in accordance with GAAP to reflect changes in financial results associated with the highlighted charges and income items.

 

The Company’s calculation of Adjusted net income and Adjusted diluted earnings per share for years ended December 31, 2019 and 2018 is as follows:

 

    For the year ended
December 31,
 
    2019     Per diluted
share
    2018     Per diluted
share
 
Net income as reported   $ 17,022     $ 1.80     $ 15,925     $ 1.70  
Non-GAAP adjustments, net of tax                                
Non-income based tax assessment     384       0.04       -       -  
Income tax provision charge     433       0.05       -       -  
Impact of the Tax Cuts and Jobs Act     -       -       (235 )     (0.03 )
Business development costs     81       -       586       0.06  
Non-GAAP adjusted net income   $ 17,920     $ 1.89     $ 16,276     $ 1.74  

 

Liquidity and Capital Resources

 

The Company’s liquidity position as measured by cash and cash equivalents increased by $4,743 to a balance of $13,416 at December 31, 2019 from 2018.

 

    Year Ended December 31,     2019 vs. 2018  
    2019     2018     $  
Net cash provided by operating activities   $ 34,530     $ 17,452     $ 17,078  
Net cash used in investing activities     (14,882 )     (91,746 )     76,864  
Net cash (used in) provided by financing activities     (14,777 )     67,777       (82,554 )
Effect of foreign exchange rates on cash     (128 )     (400 )     272  
Net increase (decrease) in cash and cash equivalents   $ 4,743     $ (6,917 )   $ 11,660  

 

During 2019, the increase in cash provided by operating activities is primarily due to increased net income and improved working capital, primarily due to effective inventory management.

 

During 2018, the decrease in cash provided by operating activities is primarily due to an increase in working capital needs to support growth in a period of tightened supply chain, primarily for trade receivables and inventories.

 

The cash used for investing activities in 2019 reflects normal purchases of property, plant, and equipment for the Company.

 

The cash used for investing activities in 2018 reflects the acquisition of Maval OE Steering during the first quarter and TCI during the fourth quarter.  The cash paid for these acquisitions was $77,413 net of cash acquired.

 

The cash used in financing activities during 2019 represents mostly the paydown of long-term debt, with a small portion being attributed to dividends paid to stockholders.

 

The significant cash provided from financing activities during 2018 reflects the borrowings on our Revolving Facility (refer to Note 7 of the Notes to Consolidated Financial Statements for definition and terms) for the two acquisitions completed during the year.

 

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During the year ended December 31, 2019, the Company paid dividends of $0.12 per share.  The Company’s working capital, capital expenditure and dividend requirements are expected to be funded from cash provided by operations and amounts available under the Amended Credit Agreement (refer to Note 7 of the Notes to Consolidated Financial Statements for definition and terms).

 

Contractual Obligations

 

The following table summarizes contractual obligations and borrowings as of December 31, 2019 and the timing and effect that such commitments are expected to have on our liquidity and capital requirements in future periods. We expect to fund other commitments primarily with operating cash flows generated in the normal course of business. At December 31, 2019, our long-term contractual obligations were limited to debt and leases.

 

On February 12, 2020, the Company entered into a First Amended and Restated Credit Agreement (the “Amended Credit Agreement”) for a $225 million revolving credit facility (the “Amended Revolving Facility”). Refer to Note 14 of the Notes to Consolidated Financial Statements for a description of the Amended Credit Agreement and the Amended Revolving Facility. Amounts below represent debt and interest payments due based on the Amended Credit Facility as if it were in effect at December 31, 2019. The Amended Credit Agreement term is to February 2025. The Prior credit agreement termination date was October 27, 2021.

 

    Payments Due by Period  
    Total     Less Than 1
Year
    1 - 3 Years     3 - 5 Years     More Than 5
Years
 
Operating leases   $ 18,691     $ 3,635     $ 5,263     $ 3,706     $ 6,087  
Debt Obligations (1)     109,765       -       -       -       109,765  
Interest on Debt (2)     19,563       3,842       7,600       7,513       608  
Total   $ 148,019     $ 7,477     $ 12,863     $ 11,219     $ 116,460  

 

(1) Amounts represent our debt obligations (net of deferred financing fees), as of December 31, 2019.  
(2)

Amounts represent the estimated interest payments based on the balances as of December 31, 2019 and applicable interest rates under the Amended Revolving Facility.

 

Item 7A. Qualitative and Quantitative Disclosures about Market Risk

 

Foreign Currency

 

We have international operations in The Netherlands, Sweden, Germany, China, Portugal, Canada, Czech Republic and Mexico, which expose us to foreign currency exchange rate fluctuations due to transactions denominated in Euros, Swedish Krona, Chinese Renminbi, Canadian dollar, Czech Krona and Mexican pesos, respectively.  We continuously evaluate our foreign currency risk and we take action from time to time in order to best mitigate these risks.  A hypothetical 10% change in the value of the U.S. dollar in relation to our most significant foreign currency exposures would have had an impact of approximately $12,700 on our 2019 sales.  This amount is not indicative of the hypothetical net earnings impact due to partially offsetting impacts on cost of sales and operating expenses in those currencies.  We estimate that foreign currency exchange rate fluctuations decreased sales in 2019 compared to 2018 by approximately $7,800.

 

We translate all assets and liabilities of foreign operations, where the U.S. dollar is not the functional currency, at the period-end exchange rate and translate sales and expenses at the average exchange rates in effect during the period.  The net effect of these translation adjustments is recorded in the Consolidated Financial Statements as Comprehensive Income.  The translation adjustment was a loss of approximately $680 for 2019 and a loss of $3,109 for 2018.  Translation adjustments are not adjusted for income taxes as they relate to permanent investments in our foreign subsidiaries.  Net foreign currency transaction gains and losses included in total other expense, net amounted to a loss of $111 and a gain of $169 in 2019 and 2018, respectively.  A hypothetical 10% change in the value of the U.S. dollar in relation to our most significant foreign currency net assets would have had an impact of approximately $7,000 and $6,000 on our foreign net assets as of December 31, 2019 and 2018, respectively.

 

27

 

 

Interest Rates

 

On February 12, 2020, the Company entered into the Amended Credit Agreement for the $225 million Amended Revolving Facility. Refer to Note 14 of the Notes to Consolidated Financial Statements for a description of the Amended Credit Agreement. Amounts below represent payments due based on the Prior Credit Agreement at December 31, 2019.

 

Interest rates on our Prior Credit Agreement are based on the LIBOR plus a margin of 1.00% to 2.25% (currently 1.75%) or the Prime Rate plus a margin of 0% to 1.25% (currently 0.75%), in each case depending on the Company’s ratio of total funded indebtedness to Consolidated EBITDA. We use interest rate derivatives to add stability to interest expense and to manage our exposure to interest rate movements. We primarily use interest rate swaps as part of our interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. In February 2017, we entered into three interest rate swaps with a combined notional amount of $40,000 that matures in February 2022.

 

As of December 31, 2019, we had $110,085 outstanding under the Revolving Facility (excluding deferred financing fees), of which $40,000 is currently being hedged. Refer to Note 7 of the Notes to Consolidated Financial Statements for additional information about our outstanding debt. A hypothetical one percentage point (100 basis points) change in the Base Rate on the $70,085 of unhedged floating rate debt outstanding at December 31, 2019 would have an impact of approximately $701 on our interest expense for 2019. A hypothetical one percentage point (100 basis points) change in the Base Rate on the average unhedged floating rate debt outstanding during 2018 would not have a material impact on our interest expense for 2018.

 

28

 

 

Item 8. Financial Statements and Supplementary Data.

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the stockholders and the Board of Directors of Allied Motion Technologies Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of Allied Motion Technologies Inc. and subsidiaries (the "Company") as of December 31, 2019 and 2018, the related consolidated statements of income and comprehensive income, stockholders’ equity, and cash flows for the years ended December 31, 2019 and 2018, and the related notes (collectively referred to as 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, 2019 and 2018, and the results of its operations and its cash flows for the years ended December 31, 2019 and 2018, in conformity with accounting principles generally accepted in the United States of America.

 

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 11, 2020 expressed an unqualified opinion on the Company's internal control over financial reporting.

 

Change in Accounting Principle

 

As discussed in Note 1 to the financial statements, the Company has changed its method of accounting for leases in fiscal year 2019 due to the adoption of Accounting Standards Update No. 2016-02, Leases (Topic 842), as amended, using the option to not restate comparative periods and apply the standard as of the date of initial application.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the 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. 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 included 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/ Deloitte & Touche LLP

 

Williamsville, New York

March 11, 2020

 

We have served as the Company's auditor since 2018.

 

29

 

 

Report of Independent Registered Public Accounting Firm

 

To the Shareholders and Board of Directors

Allied Motion Technologies Inc. and subsidiaries

Amherst, New York

 

OPINION ON THE (CONSOLIDATED) FINANCIAL STATEMENTS

 

We have audited the accompanying consolidated statements of income and comprehensive income, stockholders’ equity, and cash flows for the year ended December 31, 2017; and the related notes (collectively referred to as the “financial statements”) of Allied Motion Technologies Inc and subsidiaries (the “Company”).

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the results of its operations and its cash flows for the year then ended 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 the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit 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. Our audit 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 included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit 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 audit provide a reasonable basis for our opinion.

 

/s/ EKS&H LLP
March 15, 2018
Denver, Colorado

 

We began serving as the Company's auditor in 2006. In 2018 we became the predecessor auditor.

 

30

 

 

ALLIED MOTION TECHNOLOGIES INC.

CONSOLIDATED BALANCE SHEETS

 

    December 31,  
(In thousands except share and per share data)   2019     2018  
Assets                
Current assets:                
Cash and cash equivalents   $ 13,416     $ 8,673  
Trade receivables, net of allowance for doubtful accounts of $405 and $530 at December 31, 2019 and 2018, respectively     44,429       43,247  
Inventories     53,385       54,971  
Prepaid expenses and other assets     4,413       4,003  
Total current assets     115,643       110,894  
Property, plant and equipment, net     53,008       48,035  
Deferred income taxes     490       341  
Intangible assets, net     62,497       68,354  
Goodwill     52,935       52,639  
Right of use asset     16,420       -  
Other long-term assets     4,835       5,038  
Total Assets   $ 305,828     $ 285,301  
Liabilities and Stockholders’ Equity                
Current liabilities:                
Accounts payable     23,640       25,867  
Accrued liabilities     23,001       18,722  
Total current liabilities     46,641       44,589  
Long-term debt     109,765       122,516  
Deferred income taxes     3,399       3,860  
Pension and post-retirement obligations     5,139       4,293  
Right of use liability     13,715       -  
Other long-term liabilities     7,975       8,230  
Total liabilities     186,634       183,488  
Commitments and contingencies (Note 11)                
Stockholders’ Equity:                
Common stock, no par value, authorized 50,000 shares; 9,599 and 9,485 shares issued and outstanding at December 31, 2019 and 2018, respectively     37,136       33,613  
Preferred stock, par value $1.00 per share, authorized 5,000 shares; no shares issued or outstanding     -       -  
Retained earnings     92,589       76,718  
Accumulated other comprehensive loss     (10,531 )     (8,518 )
Total stockholders’ equity     119,194       101,813  
Total Liabilities and Stockholders’ Equity   $ 305,828     $ 285,301  

 

See accompanying notes to consolidated financial statements.

 

31

 

 

ALLIED MOTION TECHNOLOGIES INC.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

 

    For the year ended  
(In thousands, except per share data)   December 31,
2019
    December 31,
2018
    December 31,
2017
 
Revenues   $ 371,084     $ 310,611     $ 252,012  
Cost of goods sold     258,500       219,208       176,333  
Gross profit     112,584       91,403       75,679  
Operating costs and expenses:                        
Selling     16,536       11,807       10,979  
General and administrative     37,688       32,037       24,926  
Engineering and development     23,086       19,913       17,542  
Business development     113       762       213  
Amortization of intangible assets     5,718       3,655       3,219  
Total operating costs and expenses     83,141       68,174       56,879  
Operating income     29,443       23,229       18,800  
Other expense (income):                        
Interest expense     5,134       2,701       2,474  
Other (income) expense, net     468       (153 )     190  
Total other expense, net     5,602       2,548       2,664  
Income before income taxes     23,841       20,681       16,136  
Provision for income taxes     (6,819 )     (4,756 )     (8,100 )
Net income   $ 17,022     $ 15,925     $ 8,036  
                         
Basic earnings per share:                        
Earnings per share   $ 1.81     $ 1.72     $ 0.88  
Basic weighted average common shares     9,398       9,265       9,153  
Diluted earnings per share:                        
Earnings per share   $ 1.80     $ 1.70     $ 0.87  
Diluted weighted average common shares     9,461       9,370       9,275  
                         
Net income   $ 17,022     $ 15,925     $ 8,036  
Other comprehensive income:                        
Foreign currency translation adjustment     (680 )     (3,109 )     6,314  
Change in accumulated income (loss) on derivatives (1)     (711 )     238       226  
Pension adjustments (2)     (622 )     (61 )     (123 )
Comprehensive income   $ 15,009     $ 12,993     $ 14,453  

 

(1) Net of tax of ($218) and $132 for the years ended December 31, 2019 and 2018, respectively.

(2) Net of tax of $186, $2 and ($21) for the years ended December 31, 2019, 2018 and 2017, respectively.  

 

See accompanying notes to consolidated financial statements.

 

32

 

 

ALLIED MOTION TECHNOLOGIES INC. 

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

 

    Common Stock           Accumulated Other Comprehensive Income (Loss)        
(In thousands except per share data)   Shares     Amount     Unamortized
Cost of Equity
Awards
    Retained
Earnings
    Foreign Currency
Translation
Adjustments
    Accumulated
income (loss) on
derivatives
    Pension
Adjustments
    Total
Stockholders'
Equity
 
Balances, December 31, 2016     9,374     $ 33,191     $ (3,688 )   $ 54,786     $ (11,151 )   $ (30 )   $ (822 )   $ 72,286  
Stock transactions under employee benefit stock plans     28       657                                               657  
Issuance of restricted stock, net of forfeitures     88       2,138       (1,599 )                                     539  
Stock compensation expense                     1,865                                       1,865  
Shares withheld for payment of employee payroll taxes     (63 )     (1,513 )                                             (1,513 )
Comprehensive income (loss)                                     6,314       226       (102 )     6,438  
Tax effect                                                     (21 )     (21 )
Net income                             8,036                               8,036  
Dividends to stockholders - $0.10 per share                             (940 )                             (940 )
Balances, December 31, 2017     9,427       34,473       (3,422 )     61,882       (4,837 )     196       (945 )     87,347  
Stock transactions under employee benefit stock plans     26       852                                               852  
Issuance of restricted stock, net of forfeitures     92       3,033       (1,859 )                                     1,174  
Stock compensation expense                     2,115                                       2,115  
Shares withheld for payment of employee payroll taxes     (60 )     (1,579 )                                             (1,579 )
Comprehensive (loss) income                                     (3,109 )     370       (63 )     (2,802 )
Tax effect                                     -       (132 )     2       (130 )
Net income                             15,925                               15,925  
Dividends to stockholders - $0.115 per share                             (1,089 )                             (1,089 )
Balances, December 31, 2018     9,485     $ 36,779     $ (3,166 )   $ 76,718     $ (7,946 )   $ 434     $ (1,006 )   $ 101,813  
Stock transactions under employee benefit stock plans     27       1,089                                               1,089  
Issuance of restricted stock, net of forfeitures     107       4,520       (4,191 )                                     329  
Stock compensation expense                     2,851                                       2,851  
Shares withheld for payment of employee payroll taxes     (20 )     (746 )                                             (746 )
Comprehensive loss                                     (680 )     (929 )     (808 )     (2,417 )
Tax effect                                             218       186       404  
Net income                             17,022                               17,022  
Dividends to stockholders - $0.12 per share                             (1,151 )                             (1,151 )
Balances, December 31, 2019     9,599       41,642       (4,506 )     92,589       (8,626 )     (277 )     (1,628 )     119,194  

 

See accompanying notes to consolidated financial statements.

 

33

 

 

ALLIED MOTION TECHNOLOGIES INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

    For the year ended  
(In thousands)     December 31,
2019
      December 31,
2018
      December 31,
2017
 
Cash Flows From Operating Activities:                        
Net income   $ 17,022     $ 15,925     $ 8,036  
Adjustments to reconcile net income to net cash provided by operating activities:                        
Depreciation and amortization     14,857       11,576       10,274  
Deferred income taxes     (112 )     (76 )     3,713  
Loss on sale of assets     247       19       -  
Provision for doubtful accounts     (5 )     192       39  
Provision for excess and obsolete inventory     408       682       480  
Provision for warranty     210       (13 )     234  
Debt issue cost amortization recorded in interest expense     174       148       165  
Restricted stock compensation     3,203       2,643       2,026  
Other     21       57       (756 )
Changes in operating assets and liabilities, net of acquisitions:                        
(Increase) decrease in trade receivables     (1,456 )     (4,110 )     (4,051 )
(Increase) decrease in inventories     70       (17,327 )     18  
(Increase) decrease in prepaid expenses and other assets     (517 )     (835 )     (328 )
Increase (decrease) in accounts payable     (1,809 )     6,533       1,277  
Increase (decrease) in accrued liabilities and other liabilities     2,217       2,038       4,280  
Net cash provided by operating activities     34,530       17,452       25,407  
                         
Cash Flows From Investing Activities:                        
Consideration paid for acquisitions, net of cash acquired     -       (77,413 )     -  
Purchase of property, plant and equipment     (14,882 )     (14,333 )     (6,201 )
Net cash used in investing activities     (14,882 )     (91,746 )     (6,201 )
                         
Cash Flows From Financing Activities:                        
Borrowings (repayments) on lines-of-credit     -       (454 )     (518 )
Principal payments of long-term debt     (22,500 )     (13,278 )     (18,389 )
Proceeds from issuance of long-term debt     9,639       83,163       -  
Payment of debt issuance costs     -       (72 )     -  
Sale of restricted stock     -       1,076       -  
Dividends paid to stockholders     (1,170 )     (1,079 )     (959 )
Tax withholdings related to net share settlements of restricted stock     (746 )     (1,579 )     (1,513 )
Stock transactions under employee benefit stock plans     -       -       1,213  
Net cash (used in) provided by financing activities     (14,777 )     67,777       (20,166 )
Effect of foreign exchange rate changes on cash     (128 )     (400 )     1,067  
Net increase (decrease)  in cash and cash equivalents     4,743       (6,917 )     107  
Cash and cash equivalents at beginning of period     8,673       15,590       15,483  
Cash and cash equivalents at end of period   $ 13,416     $ 8,673     $ 15,590  
                         
Supplemental disclosure of cash flow information:                        
Net cash paid during the period for:                        
Interest   $ 5,342     $ 2,272     $ 2,261  
Income taxes   $ 2,051     $ 7,014     $ 2,087  

 

See accompanying notes to consolidated financial statements.

 

34

 

 

ALLIED MOTION TECHNOLOGIES INC. 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

(In thousands, except share and per share data)

 

1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Business

 

Allied Motion Technologies Inc. (“Allied Motion” or the “Company”) is engaged in the business of designing, manufacturing and selling controlled motion solutions, which include integrated system solutions as well as individual controlled motion products, to a broad spectrum of customers throughout the world primarily for the industrial, automotive, medical, and aerospace and defense markets.

 

Principles of Consolidation

 

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries.  All intercompany accounts and transactions are eliminated in consolidation.

 

For business combinations, we record net assets acquired and liabilities assumed at their estimated fair values.

 

Cash and Cash Equivalents

 

Cash and cash equivalents include instruments which are readily convertible into cash (original maturities of three months or less) and which are not subject to significant risk of changes in interest rates.

 

Accounts Receivable

 

Trade accounts receivable are recorded at the invoiced amount and do not bear interest.  The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable; however, changes in circumstances relating to accounts receivable may result in a requirement for additional allowances in the future.  Activity in the allowance for doubtful accounts for 2019 and 2018 was as follows:

 

    December 31, 2019     December 31, 2018  
Beginning balance   $ 530     $ 341  
Additional reserves     (5 )     192  
Writeoffs     (132 )     -  
Effect of foreign currency translation     12       (3 )
Ending balance   $ 405     $ 530  

 

Inventories

 

Inventories include costs of materials, direct labor and manufacturing overhead, and are stated at the lower of cost (first-in, first-out basis) or net realizable value, as follows:

 

    December 31, 2019     December 31, 2018  
Parts and raw materials   $ 35,849     $ 34,449  
Work-in-process     6,951       7,557  
Finished goods     10,585       12,965  
Inventories   $ 53,385     $ 54,971  

 

35

 

 

ALLIED MOTION TECHNOLOGIES INC. 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

(In thousands, except share and per share data)

 

Property, Plant and Equipment

 

Property, plant and equipment is classified as follows (in thousands):

 

    Useful lives   December 31,
2019
    December 31,
2018
 
Land       $ 977     $ 981  
Building and improvements   5 - 39 years     13,366       13,054  
Machinery, equipment, tools and dies   3 - 15 years     73,894       60,755  
Furniture, fixtures and other   3 - 10 years     15,797       15,571  
          104,034       90,361  
Less accumulated depreciation         (51,026 )     (42,326 )
Property, plant and equipment, net       $ 53,008     $ 48,035  

 

Depreciation expense is provided using the straight-line method over the estimated useful lives of the assets.  Amortization of building improvements is provided using the straight-line method over the life of the lease term or the life of the assets, whichever is shorter.  Maintenance and repair costs are charged to operations as incurred.  Major additions and improvements are capitalized.  The cost and related accumulated depreciation of retired or sold property are removed from the accounts and the resulting gain or loss, if any, is reflected in earnings.

 

Depreciation expense was $9,139, $7,921 and $7,055 in 2019, 2018 and 2017, respectively. Non-cash capital expenditures were $376 and $598 for the years ended December 31, 2019 and 2018, respectively.

 

Intangible Assets

 

Intangible assets, other than goodwill, are recorded at cost and are amortized over their estimated useful lives using the straight-line method. This method approximates the pattern of expected cash flows over the remaining useful lives of the intangible assets.

 

Impairment of Long-Lived Assets

 

The Company reviews the carrying values of its long-lived assets, including property, plant and equipment and intangible assets, whenever events or changes in circumstances indicate that such carrying values may not be recoverable.  Long-lived assets are carried at historical cost if the projected cash flows from their use will recover their carrying amounts on an undiscounted basis and without considering interest.  If projected cash flows are less than their carrying value, the long-lived assets must be reduced to their estimated fair value.  Considerable judgment is required to project such cash flows and, if required, estimate the fair value of the impaired long-lived assets. The Company did not record any impairment charges for the years ended December 31, 2019, 2018 and 2017.

 

Goodwill

 

Goodwill represents the excess of the purchase price over the fair value of identifiable net tangible and intangible assets acquired in a business combination.

 

Goodwill is not amortized, but is reviewed for impairment at least annually or more frequently if impairment indicators arise.  The Company has defined one reporting unit that is the same as its operating segment.  Goodwill is evaluated for impairment by first performing a qualitative assessment to determine whether a quantitative goodwill test is necessary.  If it is determined, based on qualitative factors, that the fair value of the reporting unit may be more likely than not less than carrying amount, or if significant adverse changes in the Company’s future financial performance occur that could materially impact fair value, a quantitative goodwill impairment test would be required.  Additionally, the Company can elect to forgo the qualitative assessment and perform the quantitative test.

 

The first step of the quantitative test compares the fair value of the reporting unit to its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, there is a potential impairment and the second step must be performed. The second step compares the implied fair value of goodwill with the carrying amount of goodwill. If the carrying amount of goodwill exceeds the implied fair value, the excess is required to be recorded as an impairment charge. The implied fair value of goodwill is determined by assigning the fair value of the reporting unit to all the assets and liabilities of that unit (including any unrecognized intangible assets) as if it had been acquired in a business combination.  The Company has elected to perform the annual impairment assessment for goodwill each year in the fourth quarter.

 

36

 

 

ALLIED MOTION TECHNOLOGIES INC. 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

(In thousands, except share and per share data)

 

At October 31, 2019, we performed our annual assessment of fair value and concluded that there was no impairment related to goodwill.  The Company did not record any impairment charges for the years ended December 31, 2019, 2018 or 2017.

 

Other Long-Term Assets

 

Other long-term assets include securities that the Company has purchased with the intent of funding the deferred compensation arrangements for certain executives of the Company.  These items are accounted for at fair value on a recurring basis.  Any changes in value are included in net income in the Company’s consolidated statements of income and comprehensive income.

 

Warranty

 

The Company offers warranty coverage for its products.  The length of the warranty period for its products is generally three months to two years and varies significantly based on the product sold.  The Company estimates the costs of repairing products under warranty based on the historical average cost of the repairs.  The assumptions used to estimate warranty accruals are re-evaluated periodically in light of actual experience and, when appropriate, the accruals are adjusted. Estimated warranty costs are recorded at the time of sale of the related product, and are considered a cost of goods sold.

 

Changes in the Company’s reserve for product warranty claims during 2019, 2018 and 2017 were as follows (in thousands):

 

    December 31,
2019
    December 31,
2018
    December 31,
2017
 
Warranty reserve at beginning of the year   $ 971     $ 922     $ 830  
Warranty reserves acquired     -       117       -  
Provision     210       (13 )     234  
Warranty expenditures     (101 )     (34 )     (200 )
Effect of foreign currency translation     (5 )     (21 )     58  
Warranty reserve at end of year   $ 1,075     $ 971     $ 922  

 

Accrued Liabilities

 

Accrued liabilities consist of the following (in thousands):

 

    December 31,
2019
    December 31,
2018
 
Compensation and fringe benefits   $ 12,967     $ 11,642  
Warranty reserve     1,075       971  
Income taxes payable     2,231       1,182  
Right of use liability     3,203       -  
Other accrued expenses     3,525       4,927  
    $ 23,001     $ 18,722  

 

Foreign Currency Translation

 

The assets and liabilities of the Company’s foreign subsidiaries are translated into U.S. dollars using end of period exchange rates.  Changes in reported amounts of assets and liabilities of foreign subsidiaries that occur as a result of changes in exchange rates between foreign subsidiaries’ functional currencies and the U.S. dollar are included in foreign currency translation adjustment.  Foreign currency translation adjustment is included in accumulated other comprehensive loss, a component of stockholders’ equity in the accompanying consolidated statements of stockholders’ equity.  Revenue and expense transactions use an average rate prevailing during the month of the related transaction.  Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency of each of the operating locations are included in the results of operations as incurred.

 

37

 

 

ALLIED MOTION TECHNOLOGIES INC. 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

(In thousands, except share and per share data)

 

Revenue Recognition

 

Refer to Note 3, Revenue Recognition, for description of the Company’s policies regarding revenue recognition.

 

Engineering and Development Costs

 

The Company is engaged in a variety of engineering and design activities as well as basic research and development activities directed to the substantial improvement or new application of the Company’s existing technologies.  Engineering and development costs are expensed as incurred.

 

Basic and Diluted Income per Share

 

Basic income per share is computed by dividing net income or loss by the weighted average number of shares of common stock outstanding.  Diluted income per share is determined by dividing the net income by the sum of (1) the weighted average number of common shares outstanding and (2) if not anti-dilutive, the effect of stock awards determined utilizing the treasury stock method.

 

Basic and diluted weighted-average shares outstanding are as follows:

 

    Year ended December 31,  
    2019     2018     2017  
Basic weighted average shares outstanding     9,398       9,265       9,153  
Dilutive effect of equity awards     63       105       122  
Diluted weighted average shares outstanding     9,461       9,370       9,275  

 

For 2019, 2018 and 2017, the anti-dilutive common shares excluded from the calculation of diluted income per share were immaterial.

 

Comprehensive Income

 

Comprehensive income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources.  It includes all changes in equity during a period except those resulting from investments by and distributions to stockholders.

 

Fair Value Accounting

 

Authoritative guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date.

 

The guidance establishes a framework for measuring fair value, which utilizes observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. Preference is given to observable inputs.

 

These two types of inputs create the following three-level fair value hierarchy:

 

Level 1: Quoted prices for identical assets or liabilities in active markets.
   
Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations whose inputs or significant value drivers are observable.
   
Level 3: Significant inputs to the valuation model that are unobservable.

 

38

 

 

 

ALLIED MOTION TECHNOLOGIES INC. 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

(In thousands, except share and per share data)

 

The Company’s financial assets and liabilities include cash and cash equivalents, accounts receivable, debt obligations, accounts payable, and accrued liabilities. The carrying amounts reported in the consolidated balance sheets for these assets approximate fair value because of the immediate or short-term maturities of these financial instruments.

 

The following table presents the Company’s financial assets that are accounted for at fair value on a recurring basis as of December 31, 2019 and 2018, respectively, by level within the fair value hierarchy (in thousands):

 

        December 31, 2019  
    Level 1     Level 2     Level 3  
Assets (liabilities)                        
Pension plan assets   $ 6,099     $ -     $ -  
Other long-term assets     4,690       -       -  
Interest rate swaps     -       (363 )     -  

 

      December 31, 2018  
      Level 1       Level 2       Level 3  
Assets (liabilities)                        
Pension plan assets   $ 5,231     $ -     $ -  
Other long-term assets     3,962       -       -  
Interest rate swaps     -       434       -  

 

Derivative Financial Instruments

 

FASB’s Accounting Standards Codification (“ASC”) No. 815, Derivatives and Hedging (“ASC 815”), provides the disclosure requirements for derivatives and hedging activities with the intent to provide users of financial statements with an enhanced understanding of: (a) how and why an entity uses derivative instruments, (b) how the entity accounts for derivative instruments and related hedged items, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. Further, qualitative disclosures are required that explain the Company’s objectives and strategies for using derivatives, as well as quantitative disclosures about the fair value of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative instruments.

 

As required by ASC 815, the Company records all derivatives on the balance sheet at fair value.  The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply, or the Company elects not to apply hedge accounting.

 

Income Taxes

 

The Tax Cuts and Jobs Act of 2017 (“Act”) was enacted in the United States on December 22, 2017.   The provisions of the Act significantly revised the U.S. Federal corporate income tax rules and reduced the corporate tax rate from 35% to 21% for 2018 and future years. The Act also required companies to record a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred.   The Company completed the accounting for the tax effects of enactment of the Act by December 31, 2018.

 

39

 

 

ALLIED MOTION TECHNOLOGIES INC. 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

(In thousands, except share and per share data)

 

The current provision for income taxes represents actual or estimated amounts payable or refundable on tax return filings each year. Deferred tax assets and liabilities are recorded for the estimated future tax effects of temporary differences between the tax basis of assets and liabilities and amounts reported in the accompanying consolidated balance sheets, and for operating loss and tax credit carryforwards. The change in deferred tax assets and liabilities for the period measures the deferred tax provision or benefit for the period. Effects of changes in enacted tax laws on deferred tax assets and liabilities are reflected as adjustments to the tax provision or benefit in the period of enactment. A valuation allowance may be provided to the extent management deems it is more likely than not that deferred tax assets will not be realized. The ultimate realization of net deferred tax assets is dependent upon the generation of future taxable income, in the appropriate taxing jurisdictions, during the periods in which temporary differences, net operating losses and tax credits become realizable. Management believes that it is more likely than not that the Company will realize the benefits of these temporary differences and operating loss and tax credit carryforwards, net of valuation allowances.

 

It is the Company’s policy to include interest and penalties related to income tax liabilities in income tax expense on the Consolidated Statements of Income and Comprehensive Income. In addition, the Company records uncertain tax positions in accordance with ASC 740, Income Taxes, (“ASC 740”). ASC 740 provides guidance for how uncertain tax positions should be recognized, measured, presented, and disclosed in the financial statements. There were no uncertain tax benefits for the years ended December 31, 2019, 2018 and 2017 and no amounts were recorded for interest and penalties related to unrecognized tax positions for the years ended December 31, 2019, 2018, and 2017.

 

Pension and Postretirement Welfare Plans

 

The Company records the service cost component of net benefit costs in Cost of goods sold, Selling, and General and administrative expenses. The interest cost component of net benefit costs is recorded in Interest expense and the remaining components of net benefit costs, amortization of net losses and expected return on plan assets is recorded in Other (income) expense, net.

 

Concentration of Credit Risk

 

Trade receivables subject the Company to the potential for credit risk.  To reduce this risk, the Company performs evaluations of its customers’ financial condition and creditworthiness at the time of sale, and updates those evaluations when necessary.  See Note 13, Segment Information, for additional information regarding customer concentration.

 

Use of Estimates

 

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions.  Such estimates and assumptions affect the reported amounts of assets and liabilities as well as disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

 

Reclassifications

 

Certain items in the prior year’s consolidated financial statements and notes to consolidated financial statements have been reclassified to conform to the 2019 presentation. The reclassifications had no effect on the reported results of operations. The tabular reconciliation of the Company’s income tax rates to the federal statutory rates in Note 9, Income Taxes has been adjusted for 2018 and 2017 to conform to the 2019 presentation.

 

Recently adopted accounting pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), which requires lessees to recognize a right-of-use (“ROU”) asset and a lease liability for all leases with terms greater than 12 months and also requires disclosures by lessees and lessors about the amount, timing and uncertainty of cash flows arising from leases. Subsequent to the issuance of Topic 842, the FASB clarified the guidance through several ASUs; hereinafter the collection of lease guidance is referred to as “ASC 842”.

 

40

 

 

ALLIED MOTION TECHNOLOGIES INC. 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

(In thousands, except share and per share data)

 

On January 1, 2019, the Company adopted ASC 842 using the modified retrospective method for all lease arrangements at the beginning of the period of adoption. Results for reporting periods beginning January 1, 2019 are presented under ASC 842, while prior period amounts were not adjusted and continue to be reported in accordance with the Company’s historic accounting under ASC 840, Leases. The standard had a material impact on the Company’s consolidated balance sheet but did not have a significant impact on the Company’s consolidated net income and cash flows. The most significant impact was the recognition of ROU assets and lease liabilities for operating leases. For leases that commenced before the effective date of ASC 842, the Company elected the permitted practical expedients to not reassess the following: (i) whether any expired or existing contracts contain leases; (ii) the lease classification for any expired or existing leases; and (iii) initial direct costs for any existing leases. The Company also elected to exclude leases with a term of 12 months or less in the recognized ROU assets and lease liabilities, when the likelihood of renewal is not probable.

 

As a result of the cumulative impact of adopting ASC 842, the Company recorded operating lease ROU assets of $19,728 and operating lease liabilities of $20,350 as of January 1, 2019, primarily related to real estate, equipment and automobile leases, based on the present value of the future lease payments on the date of adoption. Refer to Note 10 - Leases for the additional disclosures required by ASC 842.

 

The Company determines if an arrangement is a lease at inception. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent an obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit interest rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The ROU asset also consists of any prepaid lease payments and deferred rent liabilities. The lease terms used to calculate the ROU asset and related lease liability include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense. The Company has lease agreements which require payments for lease and non-lease components and has elected to account for these as a single lease component.

 

In February 2018, the FASB issued ASU No. 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220) Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, to address a specific consequence of Act by allowing a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Act’s reduction of the U.S. federal corporate income tax rate. The Company adopted this ASU on January 1, 2019 on a prospective basis.

 

Recently issued accounting pronouncements

 

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820), which modifies the disclosures on fair value measurements by removing the requirement to disclose the amount and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy and the policy for timing of such transfers. The ASU expands the disclosure requirements for Level 3 fair value measurements, primarily focused on changes in unrealized gains and losses included in other comprehensive income (loss). The ASU is effective for public entities for fiscal years beginning after December 15, 2019 The Company has not historically had any transfers between Level 1 and Level 2 or assets or liabilities measured at fair value under Level 3. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.

 

In September 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This guidance requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. This guidance also requires enhanced disclosures regarding significant estimates and judgments used in estimating credit losses. The new guidance is effective for fiscal years beginning after December 15, 2019. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.

 

In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The guidance in ASU 2017-04 eliminates the requirement to determine the fair value of individual assets and liabilities of a reporting unit to measure goodwill impairment. Under the amendments in the new ASU, goodwill impairment testing will be performed by comparing the fair value of the reporting unit with its carrying amount and recognizing an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. ASU 2017-04 is effective for annual and interim goodwill impairment tests in fiscal years beginning after December 15, 2019, and should be applied on a prospective basis. The Company is currently evaluating the impact of adopting this guidance on the Company’s consolidated financial statements. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.

 

41

 

 

ALLIED MOTION TECHNOLOGIES INC. 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

(In thousands, except share and per share data)

 

2. ACQUISITIONS

 

TCI

 

On December 6, 2018, the Company entered into a Unit Purchase Agreement (the “Purchase Agreement”) with TCI, LLC, a Wisconsin limited liability company (“TCI”), and the members of TCI (“Sellers”), pursuant to which Allied Motion acquired 100% of the issued and outstanding common units of TCI from Sellers (the “Acquisition”) in a transaction valued at $64,135. A portion of the Acquisition consideration was placed in escrow to secure payment of any post-closing adjustments to the purchase price and to secure the Sellers’ indemnification obligations to Allied Motion. Cash consideration was funded from borrowings on the Company’s existing credit facilities.

 

The TCI acquisition broadened and strengthened the Company’s position as a leading global diversified solutions provider in the controlled motion market. TCI has adjacent technologies and capabilities that enable more efficient and longer life solutions for motion devices in a wide variety of demanding applications. TCI’s technology and products are expected to be a valuable addition to the Company’s expanding suite of solution offerings.

 

The Company incurred $413 of transaction costs related to the acquisition of TCI. Transaction costs are included in business development expenses on the consolidated statements of income and comprehensive income. The Company accounted for the acquisition pursuant to ASC 805, Business Combinations. The allocation of the purchase price paid for TCI is based on estimated fair values of the assets acquired and liabilities assumed of TCI as of December 6, 2018 (in thousands):

 

Inventory   $ 3,718  
Accounts receivable     5,822  
Other assets, net     303  
Property, plant and equipment     3,464  
Amortizable intangible assets     36,400  
Goodwill     18,457  
Current liabilities     (4,029 )
Net purchase price   $ 64,135  

 

During the second quarter 2019, the purchase price allocation was revised to reflect an updated valuation of inventory, resulting in the adjusted purchase price of $64,135. The purchase price excluded any cash on hand and any debt of TCI. The allocation of the purchase price was completed during the fourth quarter 2019.

 

The intangible assets acquired consisted of customer lists, technology and a trade name, which are being amortized over 16, 15 and 19 years, respectively. Goodwill generated in the acquisition is related to the assembled workforce, synergies between Allied Motion’s other locations and TCI that are expected to occur as a result of the combined engineering knowledge, the ability of each of the locations to integrate each other’s products into more fully integrated system solutions and Allied Motion’s ability to utilize TCI’s management knowledge in providing complementary product offerings to the Company’s customers.

 

The goodwill resulting from the TCI acquisition is tax deductible.

 

42

 

 

ALLIED MOTION TECHNOLOGIES INC. 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

(In thousands, except share and per share data)

 

Pro forma Condensed Combined Financial Information (Unaudited)

 

The following presents the Company’s unaudited pro forma financial information for the years ended December 31, 2018 and 2017 giving effect to the acquisition of TCI as if it had occurred at January 1, 2017. Included in the pro forma information is: the additional depreciation and amortization resulting from the valuation of amortizable tangible and intangible assets; interest on borrowings made by the Company; amortization of deferred finance costs incurred to issue the borrowings; and removal of acquisition related transaction costs.

 

    For the year ended  
    December 31,  
    2018     2017  
Revenues   $ 351,952     $ 286,327  
Net income   $ 17,830     $ 8,101  
Diluted earnings per share   $ 1.90     $ 0.87  

 

The pro forma financial results do not reflect adjustments for anticipated operating efficiencies that the Company expects to achieve as a result of this acquisition. The pro forma financial information is for informational purposes only and does not purport to present what the Company’s results would actually have been had these transactions actually occurred on the date presented or to project the combined company’s results of operations or financial position for any future period.

 

Maval OE Steering

 

On January 19, 2018, the Company purchased substantially all of the operating assets associated with the original equipment steering business of Maval Industries, LLC (“Maval”) for $13,312 in cash. Consistent with the Company’s strategy to provide higher level system solutions, the addition of the Maval OE steering (“Maval OE Steering”) product line enables Allied to provide a fully integrated steering system solution to its customers.

 

The following table represents the purchase price allocation and summarizes the aggregate estimated fair value of the assets acquired (in thousands):

 

    January 19, 2018  
Intangible assets   $ 3,870  
Goodwill     6,001  
Assets acquired (net of liabilities assumed)     3,441  
Fair value of net assets acquired   $ 13,312  

 

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired. The purchase price allocation was completed during the fourth quarter 2018.

 

The goodwill resulting from the Maval OE Steering acquisition is tax deductible.

 

3. REVENUE RECOGNITION

 

Performance Obligations

 

Performance Obligations Satisfied at a Point in Time

 

The Company considers control of most products to transfer at a single point in time when control is transferred to the customer, generally when the products are shipped in accordance with an agreement and/or purchase order. Control is defined as the ability to direct the use of and obtain substantially all of the remaining benefits of the product.

 

The Company satisfies its performance obligations under a contract with a customer by transferring goods and services in exchange for generally monetary consideration from the customer. The Company considers the customer’s purchase order, and the Company’s corresponding sales order acknowledgment as the contract with the customer. For some customers, control, and a sale, is transferred at a point in time when the product is delivered to a customer. Sales, value add, and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue.

 

43

 

 

ALLIED MOTION TECHNOLOGIES INC. 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

(In thousands, except share and per share data)

 

Nature of Goods and Services

 

The Company sells component and integrated controlled motion solutions to end customers and original equipment manufacturers (“OEM’s”) through the Company’s own direct sales force and authorized manufacturers’ representatives and distributors.  The Company’s products include brush and brushless DC motors, brushless servo and torque motors, coreless DC motors, integrated brushless motor-drives, gearmotors, gearing, modular digital servo drives, motion controllers, incremental and absolute optical encoders, active and passive filters for power quality and harmonic issues, and other controlled motion-related products. The Company’s target markets include Vehicle, Medical, Aerospace & Defense and Industrial.

 

Determining the Transaction Price

 

The majority of the Company’s contracts have an original duration of less than one year. For these contracts, the Company applies the practical expedient and therefore does not consider the effects of the time value of money. For multiyear contracts, the Company uses judgment to determine whether there is a significant financing component. These contracts are generally those in which the customer has made an up-front payment. Contracts that management determines to include a significant financing component are discounted at the Company’s incremental borrowing rate. The Company incurs interest expense and accrues a contract liability. As the Company satisfies performance obligations and recognizes revenue from these contracts, interest expense is recognized simultaneously. Management does not have any contracts that include a significant financing component as of December 31, 2019.

 

Disaggregation of Revenue

 

The Company disaggregates revenue from contracts with customers into geographical regions and target markets. The Company determines that disaggregating revenue into these categories achieves the disclosure objective to depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. As noted in Note 13, Segment Information, the Company’s business consists of one reportable segment. The revenues by geography in the table below are revenues derived from the Company’s foreign subsidiaries as provided in Note 13. A reconciliation of disaggregated revenue to segment revenue as well as revenue by geographical regions is provided in Note 13.

 

    Year ended December 31,  
Target Market   2019     2018  
Vehicle   $ 126,811     $ 121,864  
Industrial     124,196       101,332  
Medical     51,586       43,239  
Aerospace & Defense     47,748       35,927  
Other     20,743       8,249  
Total   $ 371,084     $ 310,611  

 

    Year ended December 31,  
Geography   2019     2018  
United States   $ 244,347     $ 184,507  
Europe     124,914       123,771  
Other     1,823       2,333  
Total   $ 371,084     $ 310,611  

 

44

 

 

ALLIED MOTION TECHNOLOGIES INC. 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

(In thousands, except share and per share data)

 

Contract Balances

 

When the timing of the Company’s delivery of product is different from the timing of the payments made by customers, the Company recognizes either a contract asset (performance precedes customer payment) or a contract liability (customer payment precedes performance). Typically, contracts are paid in arrears and are recognized as receivables after the Company considers whether a significant financing component exists.

 

The opening and closing balances of the Company’s receivables, contract asset, and contract liability are as follows (in thousands):

 

    December 31, 2019  
      Contract Asset       Contract Liability  
Opening balance   $ -     $ 533  
Closing balance     -       454  
Decrease   $ -     $ (79 )

 

The difference between the opening and closing balances of the Company’s contract assets and contract liabilities primarily results from the timing difference between the Company’s performance and the customer’s payment. Nearly all of the opening balance of the contract liability was recognized as revenue in 2019.

 

Significant Payment Terms

 

The Company’s contracts with its customers state the final terms of the sale, including the description, quantity, and price of each product or service purchased. Payments are typically due in full within 30-60 days of delivery. Since the customer agrees to a stated rate and price in the contract that do not vary over the contract, the majority of contracts do not contain variable consideration.

 

Returns, Refunds, and Warranties

 

In the normal course of business, the Company does not accept product returns unless the item is defective as manufactured. The Company establishes provisions for estimated returns and warranties. All contracts include a standard warranty clause to guarantee that the product complies with agreed specifications.

 

Practical Expedients

 

Incremental costs of obtaining a contract - the Company elected to expense the incremental costs of obtaining a contract when the amortization period for such contracts would have been one year or less.

 

Remaining performance obligations - the Company elected not to disclose the aggregate amount of the transaction price allocated to remaining performance obligations for its contracts that are one year or less, as the revenue is expected to be recognized within the next year.

 

The time value of money - the Company elected not to adjust the promised amount of consideration for the effects of the time value of money for contracts in which the anticipated period between when the Company transfers the goods or services to the customer and when the customer pays is equal to one year or less.

 

45

 

 

ALLIED MOTION TECHNOLOGIES INC. 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

(In thousands, except share and per share data)

 

4. GOODWILL

 

The change in the carrying amount of goodwill for 2019 and 2018 is as follows (in thousands):

 

    December 31,
2019
    December 31,
2018
 
Beginning balance   $ 52,639     $ 29,531  
Goodwill acquired (Note 2)     614       23,844  
Effect of foreign currency translation     (318 )     (736 )
Ending balance   $ 52,935     $ 52,639  

 

The purchase price allocation was finalized for the TCI acquisition during the fourth quarter 2019.

 

5. INTANGIBLE ASSETS

 

Intangible assets on the Company’s consolidated balance sheets consist of the following (in thousands):

 

        December 31, 2019     December 31, 2018  
    Life   Gross
Amount
    Accumulated
amortization
    Net Book
Value
    Gross
Amount
    Accumulated
amortization
    Net Book
Value
 
Customer lists   8 - 17 years   $ 64,314     $ (19,311 )   $ 45,003     $ 64,439     $ (15,343 )   $ 49,096  
Trade name   10 - 19 years     12,222       (4,114 )     8,108       12,249       (3,305 )     8,944  
Design and technologies   10 - 15 years     12,927       (3,554 )     9,373       13,023       (2,723 )     10,300  
Patents   17 years     24       (11 )     13       24       (10 )     14  
Total       $ 89,487     $ (26,990 )   $ 62,497     $ 89,735     $ (21,381 )   $ 68,354  

 

Intangible assets resulting from the acquisition of TCI were approximately $36,400 (Note 2). The intangible assets acquired consist of customer lists, a trade name and technology.

 

Intangible assets resulting from the acquisition of the Maval OE Steering business were approximately $3,870 (Note 2). The intangible assets acquired consist of customer lists.

 

Total amortization expense for intangible assets for the years 2019, 2018 and 2017 was $5,718, $3,655 and $3,219, respectively.

 

Estimated amortization expense for intangible assets is as follows (in thousands):

 

Year ending December 31,   Total  
2020   $ 5,719  
2021     5,470  
2022     5,470  
2023     5,389  
2024     5,087  
Thereafter     35,362  
    $ 62,497  

 

46

 

 

ALLIED MOTION TECHNOLOGIES INC. 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

(In thousands, except share and per share data)

 

6. STOCK-BASED COMPENSATION PLANS

 

Stock Incentive Plans

 

The Company’s Stock Incentive Plans provide for the granting of stock awards, including stock options, stock appreciation rights, and restricted stock, to employees and non-employees, including directors of the Company.

 

As of December 31, 2019, the Company had 911,178 shares of common stock available for grant under stock incentive plans.

 

Restricted Stock

 

The following is a summary of restricted stock grants, fair value and performance based awards:

 

For the year ended December 31,   Unvested
restricted stock
awards
    Weighted average
grant date fair
value
    Awards with
performance vesting
requirements
 
2019     109,530     $ 41.95       76,877  
2018     64,656     $ 35.89       30,603  
2017     105,785     $ 22.56       28,025  

 

The value at the date of award is amortized to compensation expense over the related service period, which is generally three years for time vested grants. Short-term performance based grants can be achieved over a period of one year, and long-term performance grants can be earned through December 31, 2022.  Earned grants are then subject to either a 3 year or 5 year service period.  Shares of non-vested restricted stock are forfeited if a recipient leaves the Company before the vesting date.  Shares that are forfeited become available for future awards.  For performance-based awards, the Company assesses the probability of the achievement of the awards during the year and recognizes expense accordingly.

 

The following is a summary of restricted stock activity during years 2019, 2018 and 2017:

 

Balance, December 31, 2016     308,542  
Awarded     105,785  
Forfeited     (17,676 )
Vested     (174,683 )
Balance, December 31, 2017     221,968  
Awarded     64,656  
Forfeited     (18,867 )
Vested     (112,015 )
Balance, December 31, 2018     155,742  
Awarded     109,530  
Forfeited     (3,166 )
Vested     (75,404 )
Balance, December 31, 2019     186,702  

 

47

 

 

 

 

ALLIED MOTION TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share data)

 

The following is a summary of performance based restricted stock activity during years 2019, 2018 and 2017:

 

    Total performance grants  
Outstanding, December 31, 2016     44,872  
Awarded     28,025  
Performance criteria met     (7,670 )
Forfeited     (27,445 )
Outstanding, December 31, 2017     37,782  
Awarded     30,603  
Performance criteria met     (66,525 )
Forfeited     (1,860 )
Outstanding, December 31, 2018     -  
Awarded     76,877  
Performance criteria met     (50,852 )
Forfeited     (549 )
Outstanding, December 31, 2019     25,476  

 

The performance criteria and forfeitures in the above table did not occur until the Board of Directors approved them during the February 2020, 2019 and 2018 meetings.

 

Share-Based Compensation Expense

 

Restricted Stock

 

During 2019, 2018 and 2017 compensation expense net of forfeitures of $3,203, $2,643 and $2,026 was recorded, respectively.  As of December 31, 2019, there was $4,151 of total unrecognized compensation expense related to restricted stock awards, of which approximately $2,302 is expected to be recognized in 2020.

 

Employee Stock Ownership Plan

 

The Company sponsors an Employee Stock Ownership Plan (“ESOP”) that covers all non-union U.S. employees who work over 1,000 hours per year.  The terms of the ESOP require the Company to make an annual contribution equal to the greater of i) the Board established percentage of pretax income before the contribution (5% in 2019, 2018 and 2017) or ii) the annual interest payable on any loan outstanding to the Company from the ESOP.  Company contributions to the Plan accrued for 2019, 2018 and 2017, respectively, were $1,189, $1,090 and $849.  These amounts are included in general and administrative costs in the consolidated statements of income and comprehensive income.

 

Defined Contribution Plan

 

The Company sponsors the Allied Motion 401(k) Tax Advantaged Investment Plan (“401(k)”) which covers substantially all its U.S. based employees.  The plan provides for the deferral of employee compensation under Section 401(k) and a discretionary Company match.  In 2019, 2018 and 2017 this match was 100% per dollar of the first 3% of participant deferral and 50% per dollar of the next 2% contribution, up to 4% of a total 5% participant deferral.  Net costs related to this defined contribution plan were $1,362, $1,182 and $1,090 in 2019, 2018 and 2017, respectively.

 

Dividends

 

For the year ended December 31, 2019, a total of $0.12 per share on all outstanding shares was declared and paid. For the years ended December 31, 2018 and 2017 a total of $0.115 and $0.10 per share on all outstanding shares was declared and paid, respectively.  Total dividends paid for the years ended December 31, 2019, 2018 and 2017 were $1,170, $1,079 and $959, respectively. Based on the terms of the Company’s Credit Agreement, dividends paid to shareholders are acceptable, subject to the Company’s compliance with the covenants under the Credit Agreement.

 

48

 

 

ALLIED MOTION TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share data)

 

7. DEBT OBLIGATIONS

 

On February 12, 2020, the Company entered into a First Amended and Restated Credit Agreement (the “Amended Credit Agreement”) for a $225 million revolving credit facility (the “Amended Revolving Facility”). Refer to Note 14. Subsequent Event for information.

 

Debt obligations consisted of the following (in thousands):

 

      December 31,
2019
    December 31,
2018
 
Long-term Debt                  
Revolving Credit Facility, long-term (1) $ 110,085     $ 123,010  
Unamortized debt issuance costs       (320 )     (494 )
Long-term debt     $ 109,765     $ 122,516  

 

(1)   The effective rate of the Revolving Credit Facility is 3.4% at December 31, 2019 including the impact of the Company's interest rate swaps.

 

Prior Credit Agreement

 

On October 28, 2016, the Company entered into a Credit Agreement (the “Credit Agreement”) for a $125,000 revolving credit facility (the “Revolving Facility”).  The Revolving Facility includes a $50,000 accordion amount and has an initial term of five years.  HSBC Bank USA, National Association is the administrative agent, HSBC Securities (USA) Inc. is the sole lead arranger and sole book runner, and Keybank National Association and Wells Fargo Bank, National Association are co-syndication agents.

 

On December 6, 2018, the Company and certain of its subsidiaries entered into a Second Amendment to the Credit Agreement to exercise the $50 million accordion feature of the Revolving Facility add TCI as an additional guarantor. The Company’s credit facility, which matures in October 2021, increased capacity from $125 million to $175 million with the additional borrowing capacity being provided by the existing lenders. Other terms and conditions under the credit facility remain unchanged.

 

Borrowings under the Revolving Facility bear interest at the LIBOR Rate (as defined in the Credit Agreement) plus a margin of 1.00% to 2.25% or the Prime Rate (as defined in the Credit Agreement) plus a margin of 0% to 1.25%, in each case depending on the Company’s ratio of total funded indebtedness (as defined in the Credit Agreement) to Consolidated trailing twelve-month EBITDA (the “Total Leverage Ratio”).  At December 31, 2019, the applicable margin for LIBOR Rate borrowings was 1.75% and the applicable margin for Prime Rate borrowings was 0.75%.  In addition, the Company is required to pay a commitment fee of between 0.10% and 0.25% quarterly (currently 0.175%) on the unused portion of the Revolving Facility, also based on the Company’s Total Leverage Ratio.  The Revolving Facility is secured by substantially all of the Company’s non-realty assets and is fully and unconditionally guaranteed by certain of the Company’s subsidiaries.

 

Financial covenants under the Credit Agreement require the Company to maintain a minimum interest coverage ratio (based on trailing twelve-month EBITDA) of at least 3.0:1.0 at the end of each fiscal quarter.  As provided under the Credit Agreement, the Company elected to temporarily increase the Total Leverage Ratio by 0.5x over the otherwise maximum during the twelve-month period following the TCI acquisition.  In addition to the minimum interest coverage ratio, the Company’s Total Leverage Ratio at the end of any fiscal quarter shall not be greater than 3.5:1.0 through December 31, 2019, 3.25:1.0 through June 30, 2020 and 3.0:1.0 thereafter. The Credit Agreement also includes covenants and restrictions that limit the Company’s ability to incur additional indebtedness, merge, consolidate or sell all or substantially all its assets and enter into transactions with an affiliate of the Company on other than an arms’ length transaction.  These covenants, which are described more fully in the Credit Agreement, to which reference is made for a complete statement of the covenants, are subject to certain exceptions.  The Company was in compliance with all covenants at December 31, 2019.

 

The Credit Agreement also includes customary events of default, including failure to pay principal, interest or fees when due, failure to comply with covenants, if any representation or warranty made by the Company is false or misleading in any material respect, default under certain other indebtedness, certain insolvency or receivership events affecting the Company and its subsidiaries, the occurrence of certain material judgments, the occurrence of certain ERISA events, the invalidity of the loan documents or a change in control of the Company.  The amounts outstanding under the Revolving Facility may be accelerated upon certain events of default.

 

49

 

 

ALLIED MOTION TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share data)

 

Other

 

The China Facility provides credit of approximately $1,435 (Chinese Renminbi (“RMB”) 10,000).  The China Facility is used for working capital and capital equipment needs at the Company’s China operations, and the lender may demand payment at any time.  The average balance for 2019 was $0 (RMB 0).  At December 31, 2019, there was approximately $1,435 (RMB 10,000) available under the facility.

 

Deferred Financing Fees

 

Deferred financing costs net of accumulated amortization were $320 as of December 31, 2019. These costs will be amortized over the 5 year term of the Amended Credit Facility as defined in Note 14, Subsequent Events.

 

8. DERIVATIVE FINANCIAL INSTRUMENTS

 

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, and foreign exchange risk primarily through the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing and duration of the Company’s known or expected cash payments principally related to the Company’s borrowings.

 

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. In February 2017, the Company entered into three interest rate swaps with a combined notional of $40,000 that mature in February 2022.

 

The changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in Accumulated Other Comprehensive Income (Loss) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During 2019 and 2018, such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt.

 

The Company estimates that an additional $149 will be reclassified as an increase to interest expense over the next twelve months. Additionally, the Company does not use derivatives for trading or speculative purposes and currently does not have any derivatives that are not designated as hedges.

 

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the consolidated balance sheets as of December 31, 2019, and 2018 (in thousands):

 

        Asset Derivatives         Liability Derivatives  
        Fair value as of:         Fair value as of:  
        December 31,         December 31,  
 Derivatives designated as
hedging instruments
   Balance Sheet
Location
  2019     2018     Balance Sheet
Location
  2019     2018  
Interest rate products   Other long-term assets   $ -     $ 566     Other long-term liabilities   $ 363     $ -  

 

50

 

 

ALLIED MOTION TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share data)

 

The table below presents the effect of cash flow hedge accounting on other comprehensive income (loss) (OCI) for the years ended December 31, 2019, 2018 and 2017 (in thousands):

 

 

    Amount of gain (loss) recognized in OCI  
  on derivatives  
Derivatives in cash flow hedging    
relationships   Year ended December 31,  
    2019     2018  
Interest rate products   $ (598 )   $ 244  

 

 Location of (gain) loss reclassified      
from accumulated OCI into   Amount of (gain) loss reclassified from accumulated OCI into income  
income    Year ended December 31,  
    2019   2018   2017  
Interest expense               $ (113 ) $ (6 ) $ 313  

 

The tables below presents the effect of the Company’s derivative financial instruments on the consolidated statements of income and comprehensive income for the years ended December 31, 2019, 2018 and 2017 (in thousands):

 

        Total amounts of income and expense line items presented that reflect the  
Derivatives designated as       effects of cash flow hedges recorded  
hedging instruments    Income Statement Location   Year ended December 31,  
         2019      2018      2017  
Interest rate products   Interest expense   $ 5,134     $ 2,701     $ 2,474  

 

The tables below present a gross presentation, the effects of offsetting, and a net presentation of the Company’s derivatives as of December 31, 2019 and 2018. The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented on the consolidated balance sheets (in thousands).

 

               
          Gross amounts     Net amounts of     Gross amounts not offset in the consolidated  
As of   Gross amounts     offset in the     liabilities presented in     balance sheets  
December 31,   of recognized     consolidated     the consolidated      Financial      Cash collateral        
2019   liabilities     balance sheets      balance sheets     instruments      received     Net amount  
Derivatives   $ 363     $ -     $ 363     $ -     $ -     $ 363  

 

          Gross amounts     Net amounts of assets     Gross amounts not offset in the consolidated  
As of    Gross amounts     offset in the     presented in the     balance sheets  
December 31,   of recognized     consolidated     consolidated balance     Financial     Cash collateral        
2018   assets     balance sheets     sheets     instruments     received     Net amount  
Derivatives   $ 566     $ -     $ 566     $ -     $ -     $ 566  

 

The Company has agreements with each of its derivative counterparties that contain a provision where if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligations.

 

51

 

 

ALLIED MOTION TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share data)

 

9. INCOME TAXES

 

The provision for income taxes is based on income before income taxes as follows (in thousands):

 

    For the year ended  
    December 31,
2019
    December 31,
2018
  December 31,
2017
 
Domestic   $ 17,188     $ 10,894   $ 8,076  
Foreign     6,653       9,787     8,060  
Income before income taxes   $ 23,841     $ 20,681   $ 16,136  

 

Components of the total provision for income taxes are as follows (in thousands):

 

    For the year ended  
    December 31,
2019
    December 31,
2018
  December 31,
2017
 
Current provision                      
Domestic   $ 4,313     $ 1,663   $ 4,750  
Foreign     2,618       3,169     2,566  
Total current provision     6,931       4,832     7,316  
Deferred provision                      
Domestic     199       675     925  
Foreign     (311 )     (751 )   (141 )
Total deferred provision     (112 )     (76 )   784  
Provision for income taxes   $ 6,819     $ 4,756   $ 8,100  

 

The provision for income taxes differs from the amount determined by applying the federal statutory rate as follows:

 

    For the year ended  
    December 31,
2019
    December 31,
2018
    December 31,
2017
 
Tax provision, computed at statutory rate     21.0 %     21.0 %     35.0 %
State tax, net of federal impact     4.5 %     3.0 %     3.6 %
Change in valuation allowance     0.3 %     2.8 %     1.9 %
Effect of foreign tax rate differences     1.5 %     3.4 %     (4.2 )%
Permanent items, other     1.4 %     0.8 %     0.2 %
Section 162(m) compensation     1.1 %     0.1 %     0.0 %
R&D Credit     (2.5 )%     (0.8 )%     (2.2 )%
Restricted stock awards     (0.1 )%     (2.3 )%     (2.6 )%
Effect of Tax Cuts and Jobs Act     (0.4 )%     (5.1 )%     19.4 %
Tax examinations     1.8 %     0.0 %     0.0 %
Other     0.0 %     0.1 %     (0.9 )%
Provision for income taxes     28.6 %     23.0 %     50.2 %

 

The Tax Cuts and Jobs Act was enacted on December 22, 2017. The provisions of the Act significantly revised the U.S. corporate income tax rules and, among other things, required companies to record a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and reduced the US federal corporate tax rate from 35% to 21%, resulting in a remeasurement of deferred tax assets and liabilities.

 

In 2017, the Company recorded provisional amounts for certain enactment date effects of the Act by applying the guidance of SEC Staff Accounting Bulletin No. 118 (“SAB 118”) because the enactment date accounting for these effects had not been completed. In 2018, the Company completed its accounting for these provisions and recorded an income tax benefit related to the enactment date effect of the Act.

 

52

 

 

ALLIED MOTION TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share data)

 

In 2017 the Company recognized a provisional amount of $3,133 for the effects of the one-time transition tax and of the rate reduction on its exiting deferred tax balances. This amount was included as a component of the provision for income taxes. In 2018, the amount was adjusted to $2,898, resulting in a reduction to the 2018 provision for income taxes by $235. The adjustments made to enactment date provisional amounts decreased the effective tax rate in 2018 by 1.1%.

 

The one-time transition tax was based on total post-1986 earnings and profits (“E&P”) which had been previously deferred from US income taxes. In 2017, the Company recorded a provisional amount for the one-time transition tax liability resulting in a transition tax liability of $3,140 at December 31, 2017. Upon further analyses of the Act and notices and regulations issued and proposed by the US Department of Treasury and the Internal Revenue Service (“IRS”), the Company finalized its calculation of the transition tax liability during 2018. As a result, the amount decreased by $17, which is included as a component of the provision for income taxes. The Company has elected to pay its transition tax liability over the eight-year period provided in the Act. The Company had tax return overpayments that the IRS has indicated will first be applied to the transition tax liability. As of December 31, 2019, the remaining balance of our transition tax obligation is $1,858 which will be paid over the next several years. This amount is included in Other long term liabilities on the consolidated balance sheet.

 

As of December 31, 2017, the Company remeasured certain deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21%. The provisional amount recorded related to the remeasurement of deferred tax balances was $(7). Upon further analysis of certain aspects of the Act and refinement of the Company’s calculations during 2018, the Company decreased this provision amount by $218, which was included as a component of the provision for income taxes.

 

The tax effects of significant temporary differences and credit and operating loss carryforwards that give rise to the net deferred tax assets and tax liabilities are as follows (in thousands):

 

   

December 31,
2019

    December 31,
2018
 
Noncurrent deferred tax assets:                
Employee benefit plans   $ 2,440     $ 1,983  
Net operating loss and tax credit carryforwards     1,675       1,507  
Allowances and other     795       983  
Other     428       326  
Total noncurrent deferred tax assets     5,338       4,799  
Valuation allowance     (1,077 )     (1,003 )
Net noncurrent deferred tax assets:   $ 4,261     $ 3,796  
                 
Net noncurrent deferred tax liabilities:                
Property and equipment   $ 3,901     $ 3,708  
Goodwill and intangibles     2,885       3,188  
Other     384       419  
Total deferred tax liabilities   $ 7,170     $ 7,315  
                 
Net deferred tax asset/(deferred tax liability)   $ (2,909 )   $ (3,519 )

 

Realization of the Company’s recorded deferred tax assets is dependent upon the Company generating sufficient taxable income in the appropriate tax jurisdictions in future years to obtain benefit from the reversal of net deductible temporary differences and from utilization of net operating losses and tax credit carryforwards. The Company generated excess foreign tax credits in 2017 due to the one-time transition tax required by enactment of the Tax Cuts and Jobs Act in the amount of $0.9 million. The Company determined it is more likely than not that it will not realize a tax benefit from these credits. Additionally, the Company has incurred net operating losses in certain states that it is more likely than not will not be realized. The tax effect of these losses is $0.2 million. Therefore, the Company recognized a full valuation allowance related to these foreign tax credits and state net operating losses.

 

The Company has foreign operating losses that relate to a foreign subsidiary acquired in 2010. At the time of the acquisition, the Company could not conclude, on a more likely than not basis, that it would ultimately realize tax benefits from these losses and credits, and therefore valued the deferred benefit at zero. In 2018, the Company believed it is more likely than not it will realize the benefits of its deferred tax assets and recorded a full reversal of the valuation allowance related to the foreign operating losses.

 

53

 

 

ALLIED MOTION TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share data)

 

The amount of deferred tax assets considered realizable is subject to adjustment in future periods if estimates of future taxable income are changed. The Company believes that it is more likely than not that it will realize the benefits of its deferred tax assets, net of valuation allowances as of December 31, 2019.

 

The Company files income tax returns in various U.S. and foreign taxing jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal and state tax examinations in its major tax jurisdictions for periods before 2016. With few exceptions, the Company is no longer subject to tax examinations in the foreign jurisdictions for periods prior to 2015.

 

In general, it is the practice and intention of the Company to reinvest the earnings of its non-domestic subsidiaries in activities outside the United States. Exceptions may be made on a year-by-year basis to repatriate earnings of certain foreign subsidiaries based on cash needs in the United States.

 

10. LEASES

 

Accounting Standards Update ASU No. 2016-02, Leases (Topic 842), requires the Company to recognize a right of use (“ROU”) asset and a lease liability for all leases with terms greater than 12 months. Refer to Note 1, Business and Summary of Significant Accounting Policies, for discussion of the adoption of Topic 842.

 

The Company has operating leases for office space, manufacturing equipment, computer equipment and automobiles. Many leases include one or more options to renew, some of which include options to extend the leases for a long-term period, and some leases include options to terminate the leases within 30 days. In certain of the Company’s lease agreements, the rental payments are adjusted periodically to reflect actual charges incurred for capital area maintenance, utilities, inflation and/or changes in other indexes.

 

For the year ended December 31, 2019, the components of operating lease expense were as follows (in thousands):

 

    December 31, 2019  
Fixed operating lease expense   $ 4,018  
Variable operating lease expense     733  
    $ 4,751  

 

Supplemental cash flow information related to the Company’s operating leases for the year ended December 31, 2019 was as follows (in thousands):

 

Cash paid for amounts included in the measurement of operating leases   $ 4,886  
ROU assets obtained in exchange for operating lease obligations   $ 20,717  

 

54

 

 

ALLIED MOTION TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share data)

 

The following table presents the lease balances within the consolidated balance sheet, weighted average remaining lease term, and weighted average discount rates related to the Company’s operating leases as of December 31, 2019 (in thousands except for the weighted average remaining lease term and weighted average discount rate):

 

Lease assets and liabilities   Classification   Amount  
Assets:            
Right of use asset    Other long-term assets   $ 16,420  
Liabilities:            
Current            
Right of use liability, current    Accrued liabilities   $ 3,203  
Long-term            
Right of use liability, long-term    Other long-term liabilities     13,715  
Total ROU lease liabilities       $ 16,918  
Weighted average remaining lease term         8.27  
Weighted average discount rate         2.91 %

 

The following table presents the maturity of the Company’s operating lease liabilities as of December 31, 2019 (in thousands):

 

2020   $ 3,635  
2021     2,935  
2022     2,328  
2023     2,065  
2024     1,641  
Thereafter     6,087  
Total undiscounted cash flows     18,691  
Less: present value discount     (1,773 )
Total lease liabilities   $ 16,918  

 

As of December 31, 2019, the Company had no additional significant operating or finance leases that had not yet commenced.

 

11. COMMITMENTS AND CONTINGENCIES

 

Severance Benefit Agreements

 

As of December 31, 2019, the Company has annually renewable severance benefit agreements with key employees which, among other things, provide inducement to the employees to continue to work for the Company during and after any period of a potential change in control of the Company.  The agreements provide the employees with specified benefits upon the subsequent severance of employment in the event of change in control of the Company and are effective for 24 months thereafter.

 

Litigation

 

The Company is involved in certain actions that have arisen out of the ordinary course of business.  Management believes that resolution of the actions will not have a significant adverse effect on the Company’s consolidated financial statements.

 

55

 

 

ALLIED MOTION TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share data)

 

12. DEFERRED COMPENSATION ARRANGEMENTS

 

The Company has deferred compensation arrangements with certain key members of management.  These arrangements provide the Board and its committees with another mechanism to provide pay for performance based incentive compensation to certain executive participants.  It also allows for the participants to make certain deferrals into the plan.  The amount of the liability is comprised of liabilities from previous contributions.  Amounts accrued relating to previous periods are $4,695 and $3,967 as of December 31, 2019 and 2018, respectively, and are included in other long-term liabilities in the consolidated balance sheets.

 

13. SEGMENT INFORMATION

 

The Company operates in one segment for the manufacture and marketing of controlled motion products for OEM and end user applications.  The Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company.  Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue.

 

Financial information related to the foreign subsidiaries is summarized below (in thousands):

 

    For the year ended December 31,  
    2019     2018     2017  
Revenues derived from foreign subsidiaries   $ 126,737     $ 126,104     $ 107,039  

 

Identifiable assets outside of the United States are $95,777 and $88,400 as of December 31, 2019 and 2018, respectively.

 

Revenues derived from foreign subsidiaries and identifiable assets outside of the United States are primarily attributable to Europe.

 

Sales to customers outside of the United States by all subsidiaries were $159,365, $146,835 and $119,212 during 2019, 2018 and 2017, respectively.

 

For 2019, 2018 and 2017 one customer accounted for 16%, 19% and 18% of revenues, respectively, and as of December 31, 2019 and 2018 for 17% and 13% of trade receivables, respectively.

 

14. SUBSEQUENT EVENTS

 

Credit Agreement amendment

 

On February 12, 2020, Allied Motion Technologies Inc. (the “Company”) entered into a First Amended and Restated Credit Agreement (the “Amended Credit Agreement”) for a $225 million revolving credit facility (the “Amended Revolving Facility”). The significant changes made to the Company’s existing credit facility by the Amended Credit Agreement include (i) increasing the maximum principal amount from $175 million to $225 million, (ii) providing for a $75 million accordion amount, (iii) decreasing certain interest-rate margins and fees, and (iv) extending the term to February 2025. HSBC Bank USA, National Association is the administrative agent, and HSBC Securities (USA) Inc., KeyBank National Association, Wells Fargo Bank, National Association and Citizens Bank, N.A. are joint lead arrangers.

 

Borrowings under the Amended Revolving Facility will bear interest at the LIBOR Rate (as defined in the Amended Credit Agreement) plus a margin of 1.00% to 1.75% or the Alternative Base Rate (as defined in the Amended Credit Agreement) plus a margin of 0% to 0.75%, in each case depending on the Company’s ratio of Funded Indebtedness (as defined in the Amended Credit Agreement) to Consolidated EBITDA (the “Leverage Ratio”). Borrowings under the Amended Revolving Facility will bear interest at a weighted average rate of 3.05% at February 12, 2020 (compared to 3.30% prior to the Amended Revolving Facility). In addition, the Company is required to pay a commitment fee of between 0.10% and 0.225% quarterly (currently 0.175%) on the unused portion of the Amended Revolving Facility, also based on the Company’s Leverage Ratio. The Amended Revolving Facility is secured by substantially all of the Company’s non-realty assets and is fully and unconditionally guaranteed by certain of the Company’s subsidiaries.

 

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ALLIED MOTION TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share data)

 

Financial covenants under the Amended Credit Agreement require the Company to maintain a minimum interest coverage ratio of at least 3.0:1.0 at the end of each fiscal quarter. In addition, the Company’s Leverage Ratio at the end of any fiscal quarter shall not be greater than 3.5:1.0; provided that the Company may elect to temporarily increase the Leverage Ratio to 4.0:1.0 during the twelve-month period following a material acquisition under the Amended Credit Agreement. The Amended Credit Agreement also includes covenants and restrictions that limit the Company’s ability to incur additional indebtedness, merge, consolidate or sell all or substantially all of its assets and enter into transactions with an affiliate of the Company on other than an arms’ length transaction. These covenants, which are described more fully in the Amended Credit Agreement, to which reference is made for a complete statement of the covenants, are subject to certain exceptions.

 

The Amended Credit Agreement also includes customary events of default, including failure to pay principal, interest or fees when due, failure to comply with covenants, if any representation or warranty made by the Company is false or misleading in any material respect, default under certain other indebtedness, certain insolvency or receivership events affecting the Company and its subsidiaries, the occurrence of certain material judgments, the occurrence of certain ERISA events, the invalidity of the loan documents or a change in control of the Company. The amounts outstanding under the Amended Revolving Facility may be accelerated upon certain events of default.

 

Acquisition

 

On March 7, 2020, the Company acquired Dynamic Controls Group (“Dynamic Controls”), a wholly owned subsidiary of Invacare Corporation, a market-leading designer and manufacturer of equipment for the medical mobility and rehabilitation markets. Dynamic Controls brings strong leadership and a very experienced electronics and software engineering design team that provides market leading electronic control solutions for the medical mobility and rehabilitation markets. Dynamic’s product suite and solutions will further strengthen the Company’s medical market position around patient mobility and rehabilitation, as well as enable it to further develop higher level solutions with embedded electronics across our other major served markets. The Company paid $15,000 plus cash acquired at closing. The Company expects to determine the preliminary purchase price allocation prior to the end of the first quarter of 2019.

 

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ALLIED MOTION TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share data)

 

15. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

 

Selected quarterly financial data for each of the four quarters in years 2019 and 2018 is as follows (in thousands, except per share data):

 

Year 2019   First
Quarter
    Second
Quarter
    Third
Quarter
    Fourth
Quarter
 
Revenues   $ 93,896     $ 92,630     $ 96,633     $ 87,925  
Gross profit     27,662       28,422       30,030       26,470  
Net income     4,470       4,445       4,618       3,489  
Basic earnings per share     0.48       0.47       0.49       0.37  
Diluted earnings per share     0.48       0.47       0.49       0.37  
                                 
Year 2018     First
Quarter
      Second
Quarter
      Third
Quarter
      Fourth
Quarter
 
Revenues   $ 76,576     $ 79,981     $ 80,092     $ 73,962  
Gross profit     22,554       23,517       23,762       21,570  
Net income     4,198       4,231       4,860       2,636  
Basic earnings per share     0.45       0.46       0.52       0.28  
Diluted earnings per share     0.45       0.45       0.52       0.28  

 

Note:  The sum of the quarterly net income per share (basic and diluted) may differ from the annual net income per share (basic and diluted) because of differences in the weighted average number of common shares outstanding and the common shares used in the quarterly and annual computations as well as differences in rounding.

 

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 

Not applicable.

 

Item 9A. Controls and Procedures.

 

Conclusion regarding the effectiveness of disclosure controls and procedures.

 

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer (principal accounting officer), evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, 2019. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

 

Based on management’s evaluation of our disclosure controls and procedures as of December 31, 2019, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective.

 

Management's report on internal control over financial reporting.

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f).  Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in “Internal Control — Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission.

 

Deloitte & Touche LLP, an independent registered public accounting firm, has audited the consolidated financial statements included in this Annual Report on Form 10-K and, as part of their audit, has issued a report, included herein under Item 8, on the effectiveness of our internal control over financial reporting.

 

Our system of internal control over financial reporting was designed to provide reasonable assurance regarding the preparation and fair presentation of published financial statements in accordance with generally accepted accounting principles.  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 and may not prevent or detect misstatements.  Also, 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.

 

Changes in Internal Control Over Financial Reporting

 

During the quarter ended December 31, 2019, there have been no changes in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the stockholders and the Board of Directors of Allied Motion Technologies Inc.

 

Opinion on Internal Control over Financial Reporting

 

We have audited the internal control over financial reporting of Allied Motion Technologies Inc. and subsidiaries (the “Company”) as of December 31, 2019, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

 

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2019, of the Company and our report dated March 11, 2020 expressed an unqualified opinion on those consolidated financial statements and included an explanatory paragraph regarding the Company’s adoption of a new accounting standard.

 

Basis for Opinion

 

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

 

Definition and Limitations of Internal Control over Financial Reporting

 

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, 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.

 

/s/ Deloitte & Touche LLP
Williamsville, New York
March 11, 2020

 

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Item 9B. Other Information

 

Not applicable.

 

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance.

 

The Company’s definitive proxy statement which will be filed with the SEC pursuant to Registration 14A within 120 days of the end of the Company’s fiscal year is incorporated herein by reference.

 

Item 11. Executive Compensation.

 

The Company’s definitive proxy statement which will be filed with the SEC pursuant to Registration 14A within 120 days of the end of the Company’s fiscal year is incorporated herein by reference.

 

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

 

The Company’s definitive proxy statement which will be filed with the SEC pursuant to Registration 14A within 120 days of the end of the Company’s fiscal year is incorporated herein by reference.

 

Equity Compensation Plan Information

 

The following table shows the equity compensation plan information of the Company at December 31, 2019:

 

Plan category   Number of securities
remaining available for
future issuance under equity
compensation plans
Equity compensation plans approved by security holders     911,178

 

Item 13. Certain Relationships and Related Transactions, and Director Independence.

 

The Company’s definitive proxy statement which will be filed with the SEC pursuant to Registration 14A within 120 days of the end of the Company’s fiscal year is incorporated herein by reference.

 

Item 14. Principal Accountant Fees and Services.

 

The Company’s definitive proxy statement which will be filed with the SEC pursuant to Registration 14A within 120 days of the end of the Company’s fiscal year is incorporated herein by reference.

 

PART IV

 

Item 15. Exhibits and Financial Statement Schedules.

 

a) The following documents are filed as part of this Report:

 

1. Consolidated Financial Statements

 

a) Consolidated Balance Sheets as of December 31, 2019 and December 31, 2018.

 

b) Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2019, 2018 and 2017.

 

c) Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2019, 2018 and 2017.

 

d) Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018 and 2017.

 

e) Notes to Consolidated Financial Statements.

 

f) Reports of Independent Registered Public Accounting Firms.

 

2. Financial Statement Schedules

 

Financial statement schedules have been omitted because either they are not applicable, or the required information is included in the financial statements or the notes thereto.

 

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3.    Exhibits

 

Exhibit No.   Subject
3.1   Amended and Restated Articles of Incorporation of the Company.  (Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed June 16, 2010.)
     
3.2   Bylaws of the Company.  (Incorporated by reference to Exhibit 3 to the Company’s Form 8-K filed November 4, 2019.)
     
10.1*   2007 Stock Incentive Plan as amended.  (Incorporated by reference to Exhibit 10 to the Company’s Registration Statement on Form S-8 filed with the SEC on March 19, 2014.)
     
10.2*   2017 Omnibus Incentive Plan. (Incorporated by reference to Exhibit A to the Company's Proxy Statement dated April 4, 2017.)
     
10.3*   Employment Agreement between Allied Motion Technologies Inc. and Richard S. Warzala, as Amended and Restated, effective March 22, 2016.  (Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended March 31, 2016.)
     
10.4*   Change of Control Agreement between Allied Motion Technologies Inc. and Richard S. Warzala, as Amended and Restated, effective December 22, 2008.  (Incorporated by reference to Exhibit 10.7 to the Company’s Form 10-K for the year ended December 31, 2008.)
     
10.5*   Deferred Compensation Plan, as Amended and Restated, effective May 31, 2011.  (Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended June 30, 2011.)
     
10.6*   Form of Change of Control Agreement.  The Company entered into such an agreement with Robert P. Maida, dated and effective as of October 1, 2012 and Michael R. Leach (effective July 7, 2015). (Incorporated by reference to Exhibit 10.10 to the Company’s Form 10-K for the year ended December 31, 2012.)
     
10.7*   Stock Ownership Plan for Non-Employee Directors. (Incorporated by reference to Exhibit 10.8 to the Company’s Form 10-K for the year ended December 31, 2014.)
     
10.8*   Amendment to Employment Agreement and Change of Control Agreement for Richard S. Warzala dated and effective as of December 28, 2017 between Allied Motion Technologies Inc. and Richard S. Warzala.  (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed January 3, 2018.)
     
10.9   First Amended and Restated Credit Agreement dated as of February 12, 2020 among Allied Motion Technologies Inc. and Allied Motion Technologies B.V. as Borrowers, HSBC Bank USA, National Association, as Administrative Agent and The Other Lenders Party thereto, and HSBC Securities (USA) Inc., KeyBank National Association, Wells Fargo Bank, National Association and Citizens Bank, N.A., as Joint Lead Arrangers. (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed February 13, 2020.)  
     
21   List of Subsidiaries (filed herewith).
     
23.1   Consent of Deloitte & Touche LLP (filed herewith).  
     
23.2   Consent of EKS&H LLP (filed herewith).
     
31.1   Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
31.2   Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
32.1   Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
32.2   Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

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Exhibit No.   Subject
101   The following materials from Allied Motion Technologies Inc.’s Annual Report on Form 10-K for the year ended December 31, 2019, formatted in XBRL (eXtensible Business Reporting Language): (i) consolidated balance sheets, (ii) consolidated statements of income and comprehensive income, (iii) consolidated statements of stockholders’ equity, (iv) consolidated statements of cash flows and (iv) the notes to the consolidated financial statements.

 

 

* Denotes management contract or compensatory plan or arrangement.

 

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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.

 

  ALLIED MOTION TECHNOLOGIES INC.
   
  By: /s/ MICHAEL R. LEACH
    Michael R. Leach
    Chief Financial Officer
  Date: March 11, 2020

 

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 in the capacities and on the dates indicated.

 

Signatures   Title Date
       
/s/ Richard S. Warzala   President, Chief Executive Officer and Chairman of the Board March 11, 2020
 Richard S. Warzala      
       
  /s/ Michael R. Leach   Chief Financial Officer March 11, 2020
Michael R. Leach      
       
    /s/ Richard D. Federico     Lead Director of the Independent Directors March 11, 2020
Richard D. Federico        
       
  /s/ Linda p. duch     Director March 11, 2020
Linda P. Duch    
   
  /s/ ROBERT B. ENGEL     Director March 11, 2020
Robert B. Engel    
   
  /s/ Gerald J. Laber     Director March 11, 2020
Gerald J. Laber    
   
  /s/ rICHARD D. SMITH     Director March 11, 2020
Richard D. Smith    
   
  /s/ JAMES J. TANOUS     Director March 11, 2020
James J. Tanous    
   
  /s/ Michael r. winter     Director March 11, 2020
Michael R. Winter    

 

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