Amended Annual Report (10-k/a)
April 22 2020 - 9:00AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Amendment No. 1)
(Mark One)
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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31,
2019
OR
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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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
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84-0518115
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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495 Commerce Drive, Amherst, New York
(Address of principal executive offices)
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14228
(Zip Code)
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Registrant’s telephone number, including
area code: (716) 242-8634
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common stock
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AMOT
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NASDAQ
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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 ¨
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Accelerated filer x
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Non-accelerated filer ¨
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Smaller reporting company ¨
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Emerging growth company ¨
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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.
EXPLANATORY NOTE
We are filing this Amendment No. 1 to our Annual Report on Form
10-K for the year ended December 31, 2019 (the “Original Form 10-K”), as filed with the Securities and Exchange Commission
on March 11, 2020, to amend Part II, Item 9A for the purpose of including the disclosure under “Management's report on internal
control over financial reporting” that management concluded that our internal control over financial reporting was effective
as of December 31, 2019. The disclosure in the Original Form 10-K inadvertently omitted that conclusion. We are including in this
Amendment No. 1 the complete text of Part II, Item 9A as well as updated certifications as described in the following paragraph.
Pursuant to Rule 12b-15 under the Securities Exchange Act of
1934, as amended, Amendment No. 1 also contains new certifications of the Company’s Chief Executive Officer and Chief Financial
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
This Amendment No. 1 does not reflect events occurring after
the March 11, 2020 filing of the Original Form 10-K or modify or update the disclosure contained in the Original Form 10-K in any
way other than as required to reflect the amendments discussed above and reflected below.
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.
Based on this assessment, our management concluded that our internal control over financial reporting was effective as of December
31, 2019.
The effectiveness of our internal control over financial reporting
as of December 31, 2019 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated
in its attestation report which is included below.
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.
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 (not presented herein) 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
Item 15. Exhibits and Financial Statement Schedules.
a)
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The following documents are filed as part of this Report:
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3. Exhibits
SIGNATURES
Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf
by the undersigned, thereunto duly authorized.
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ALLIED MOTION TECHNOLOGIES INC.
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By:
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/s/ MICHAEL R. LEACH
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Michael R. Leach
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Chief Financial Officer
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Date:
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April 22, 2020
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