What changed in this filing

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Item 9A. Controls and Procedures

2021-03-10 compared with 2020-03-11 · 102 added, 139 removed, 67 unchanged (78% of the section changed)

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.

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, 2020.

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, 2020, 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).

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

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.

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.

In making our assessment of the Company’s internal control over financial reporting as of December 31, 2020, we have excluded the operations of Dynamic Controls.

We are currently assessing the control environment of this acquired business.

Our consolidated financial statements reflect Dynamic Controls’ operations from March 7, 2020.

As of and for the year ended December 31, 2020, Dynamic Controls constituted 13% of net assets, 8% of total assets, 7% of revenues, and 7% of net income of the consolidated financial statement amounts.

Based on this assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2020.

The effectiveness of our internal control over financial reporting as of December 31, 2020 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.

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.

In response to the COVID-19 pandemic, many of our team members began working from home during the first quarter of 2020 and continuing, in certain locations, into the fourth quarter.

Team members have returned to the office more

regularly in the third and fourth quarters under our social distancing protocols that are based on local regulatory restrictions.

Management has taken measures to ensure that our internal controls over financial reporting remained effective and were not materially affected during 2020.

We are continually monitoring and assessing the impact on our operating and internal control environment resulting from the COVID-19 pandemic to assure the operating effectiveness of our internal controls.

During the quarter ended December 31, 2020, 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.

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 —

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

We have audited the internal control over financial reporting of Allied Motion Technologies Inc.

and subsidiaries (the “Company”) as of December 31, 2020, 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, 2020, 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, 2020, of the Company and our report dated March 10, 2021, expressed an unqualified opinion on those consolidated financial statements.

As described in Management’s Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Dynamic Controls Group, which was acquired on March 7, 2020, and whose financial statements constitute 13% and 8% of net and total assets, respectively, 7% revenues, and 7% of net income of the consolidated financial statement amounts as of and for the year ended December 31, 2020.

Accordingly, our audit did not include the internal control over financial reporting at Dynamic Controls Group.

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.

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

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.

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

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

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.

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.

/s/ Deloitte & Touche LLP

3 unchanged sentences

Not applicable.

Directors, Executive Officers and Corporate

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.

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.

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.

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.

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.

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:

The following table shows the equity compensation plan information of the Company at December 31, 2020:

Number of securities

1 unchanged sentence

future issuance under equity

Plan category

compensation plans

Equity compensation plans approved by security holders

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.

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.

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.

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.

Exhibits and Financial Statement Schedules.

3 unchanged sentences

b) Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2020, 2019 and 2018.

c) Consolidated Statements of Stockholders’

Equity for the years ended December 31, 2019, 2018 and 2017.

c) Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2020, 2019 and 2018.

d) Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018.

e) Notes to Consolidated Financial Statements.

f) Reports of Independent Registered Public Accounting Firms.

f) Reports of Independent Registered Public Accounting Firm.

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.

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.

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.)

Bylaws of the Company.

(Incorporated by reference to Exhibit 3 to the Company’s Form 8-K filed November 4, 2019.)

Description of Securities of Allied Motion Technologies Inc.

(filed herewith.)

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.)

2017 Omnibus Incentive Plan.

3 unchanged sentences

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.)

Change of Control Agreement between Allied Motion Technologies Inc.

1 unchanged sentence

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.)

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.

(Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed January 3, 2018.)

Second Amendment to Employment Agreement for Richard S.

Warzala dated and effective as of August 6, 2020 between Allied Motion Technologies Inc.

and Richard S.

(Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed August 11, 2020.)

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.)

Form of Change of Control Agreement.

2 unchanged sentences

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.)

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.)

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.

(Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed January 3, 2018.)

(Incorporated by reference to Exhibit 10.10 to the Company’s Form 10-K for the year ended December 31, 2012.)

Director Compensation Program, Stock Ownership Requirements and Stock-in-Lieu of Cash Retainer Plan (filed herewith).

First Amended and Restated Credit Agreement dated as of February 12, 2020 among Allied Motion Technologies Inc.

1 unchanged sentence

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.)

First Amendment to First Amended and Restated Credit Agreement dated as of March 6, 2020 among Allied Motion Technologies Inc.

and Allied Motion Technologies B.V.

Second Amendment to First Amended and Restated Credit Agreement dated as of February 1, 2021 among Allied Motion Technologies Inc.

and Allied Motion Technologies B.V.

List of Subsidiaries (filed herewith).

Consent of Deloitte & Touche LLP (filed herewith).

Consent of EKS&H LLP (filed herewith).

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.

4 unchanged sentences

Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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.

Inline XBRL Taxonomy Extension Schema Document (filed herewith) .

Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith) .

Inline XBRL Taxonomy Extension Definition Linkbase Document (filed herewith) .

Inline XBRL Taxonomy Extension Label Linkbase Document (filed herewith) .

Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith) .

Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in exhibits 101.*) (filed herewith) .

* Denotes management contract or compensatory plan or arrangement.

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.

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.

/s/ MICHAEL R.

Chief Financial

Chief Financial Officer

March 10, 2021

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.

/s/ R ichard S.

President, Chief Executive

Officer and Chairman of the Board

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.

/s/ RICHARD S.

President, Chief Executive Officer and

Chairman of the Board

March 10, 2021

/s/ MICHAEL R.

Chief Financial Officer

March 10, 2021

/s/ RICHARD D.

Lead Director of the Independent

Lead Director of the Independent Directors

March 10, 2021

/s/ ROBERT B.

March 10, 2021

/s/ GERALD J.

/s/ rICHARD D.

March 10, 2021

/s/ MICHAEL R.

March 10, 2021

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures