8 unchanged sentences
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.
−Removed: 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.
−Removed: We are currently assessing the control environment of this acquired business.
−Removed: Our consolidated financial statements reflect Dynamic Controls’ operations from March 7, 2020.
−Removed: 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.
+Added: In making our assessment of the Company’s internal control over financial reporting as of December 31, 2021, we excluded from our assessment the internal control over financial reporting at ORMEC Systems Corp., which was acquired on November 2, 2021, ALIO Industries, which was acquired on November 4, 2021, and Spectrum Controls, Inc., which was acquired on December 30, 2021 and whose financial statements collectively constitute 55% and 23% of net and total assets, respectively, less than 1% of revenues, and less than 1% of net income of the consolidated financial statement amounts as of and for the year ended December 31, 2021.
Based on this assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2021.
5 unchanged sentences
Changes in Internal Control Over Financial Reporting
−Removed: 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.
−Removed: Team members have returned to the office more
−Removed: regularly in the third and fourth quarters under our social distancing protocols that are based on local regulatory restrictions.
−Removed: Management has taken measures to ensure that our internal controls over financial reporting remained effective and were not materially affected during 2020.
−Removed: 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, 2021, 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.
6 unchanged sentences
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, 2021, of the Company and our report dated March 9, 2022 expressed an unqualified opinion on those consolidated financial statements.
−Removed: 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.
−Removed: Accordingly, our audit did not include the internal control over financial reporting at Dynamic Controls Group.
+Added: As described in Management’s Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at ORMEC Systems Corp.
+Added: (“ORMEC”), which was acquired on November 2, 2021, ALIO Industries (“ALIO”), which was acquired on November 4, 2021, and Spectrum Controls, Inc.
+Added: (“Spectrum Controls”), which was acquired on December 30, 2021 and whose financial statements collectively constitute 55% and 23% of net and total assets, respectively, less than 1% of revenues, and less than 1% of net income of the consolidated financial statement amounts as of and for the year ended December 31, 2021.
+Added: Accordingly, our audit did not include the internal control over financial reporting at ORMEC, ALIO, or Spectrum Controls.
Basis for Opinion
46 unchanged sentences
e) Notes to Consolidated Financial Statements.
−Removed: f) Reports of Independent Registered Public Accounting Firm.
+Added: f) Reports of Independent Registered Public Accounting Firm (PCAOB ID No.
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.
+Added: Share Purchase Agreement, dated as of December 30, 2021 by and among Allied Motion Technologies Inc.
+Added: and the shareholders of Spectrum Controls, Inc.
+Added: (Incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed January 4, 2022.)
Amended and Restated Articles of Incorporation of the Company.
24 unchanged sentences
(Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed August 11, 2020.)
+Added: T hird Amendment to Employment Agreement for Richard S.
+Added: Warzala dated and effective as of M arch 17 , 2021 between Allied Motion Technologies Inc.
+Added: and Richard S.
+Added: (Incorporated by reference to Exhibit 10.1 to the Company’s Form 1 0-Q for the quarter ended March 31, 2021 .)
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.)
−Removed: Form of Change of Control Agreement.
−Removed: The Company entered into such an agreement with Robert P.
−Removed: Maida, dated and effective as of October 1, 2012 and Michael R.
−Removed: Leach (effective July 7, 2015).
−Removed: (Incorporated by reference to Exhibit 10.10 to the Company’s Form 10-K for the year ended December 31, 2012.)
−Removed: Director Compensation Program, Stock Ownership Requirements and Stock-in-Lieu of Cash Retainer Plan (filed herewith).
+Added: Form of Employment Agreement (Entered into with Michael R.
+Added: Leach, Robert P.
+Added: Maida, Ashish R.
+Added: Bendre and Geoffrey C.
+Added: Rondeau each dated March 17, 2021.) (Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed March 23, 2021.)
+Added: Managing Director’s Contract of Employment between Heidrive GmbH and Helmut Pirthauer dated December 3, 2016.
+Added: (Incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed March 23, 2021.)
+Added: First Amendment to Managing Director’s Contract of Employment between Heidrive GmbH and Helmut Pirthauer dated March 12, 2018.
+Added: (Incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed March 23, 2021.)
+Added: Second Amendment to Managing Director’s Contract of Employment between Heidrive GmbH and Helmut Pirthauer dated March 18, 2021.
+Added: (Incorporated by reference to Exhibit 10.5 to the Company’s Form 8-K filed March 23, 2021.)
+Added: Director Compensation Program, Stock Ownership Requirements and Stock-in-Lieu of Cash Retainer Plan (In corporated by reference to Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended June 30, 2021.
First Amended and Restated Credit Agreement dated as of February 12, 2020 among Allied Motion Technologies Inc.
4 unchanged sentences
and Allied Motion Technologies B.V.
−Removed: 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 (filed herewith).
+Added: 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 10.11 to the Company’s Form 10-K for the year ended December 31, 2020).
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.
−Removed: 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 (filed herewith).
+Added: 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 10.12 to the Company’s Form 10-K for the year ended December 31, 2020).
+Added: Third Amendment to First Amended and Restated Credit Agreement dated as of J une 17 , 2021 among Allied Motion Technologies Inc.
+Added: and Allied Motion Technologies B.V.
+Added: 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 10-Q for the quarter ended June 30, 2021.)
List of Subsidiaries (filed herewith).
16 unchanged sentences
/s/ MICHAEL R.
−Removed: Chief Financial Officer
+Added: Senior Vice President & Chief Financial Officer
March 9, 2022
5 unchanged sentences
/s/ MICHAEL R.
−Removed: Chief Financial Officer
+Added: Senior Vice President & Chief Financial Officer
March 9, 2022
2 unchanged sentences
March 9, 2022
−Removed: March 10, 2021
/s/ ROBERT B.
March 9, 2022
−Removed: /s/ GERALD J.
+Added: /s/ STEVEN C.
March 9, 2022
March 9, 2022
+Added: /s/ NICOLE R.
+Added: March 9, 2022
/s/ MICHAEL R.
1 unchanged sentence
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.