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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, 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.
+Added: In making our assessment of the Company’s internal control over financial reporting as of December 31, 2022, we excluded from our assessment the internal control over financial reporting at ThinGap, Inc.
+Added: (“ThinGap”), which was acquired on May 24, 2022, FPH Group Inc.
+Added: and Transtar International, LLC (collectively, “FPH”), which was acquired on May 30, 2022, and Airex, LLC (“Airex”), which was acquired on June 17, 2022 and whose financial statements collectively constitute 26% and 11% of net and total assets, respectively, 3% of revenues, and 5% of net income of the consolidated financial statement amounts as of and for the year ended December 31, 2022.
Based on this assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2022.
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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, 2022, of the Company and our report dated March 7, 2023 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 ORMEC Systems Corp.
−Removed: (“ORMEC”), which was acquired on November 2, 2021, ALIO Industries (“ALIO”), which was acquired on November 4, 2021, and Spectrum Controls, Inc.
−Removed: (“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.
−Removed: Accordingly, our audit did not include the internal control over financial reporting at ORMEC, ALIO, or Spectrum Controls.
+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 ThinGap, Inc.
+Added: (“ThinGap”), which was acquired on May 24, 2022, FPH Group Inc.
+Added: and Transtar International, LLC (collectively, “FPH”), which was acquired on May 30, 2022, and Airex, LLC (“Airex”), which was acquired on June 17, 2022, and whose financial statements collectively constitute 26% and 11% of net and total assets, respectively, 3% of revenues, and 5% of net income of the consolidated financial statement amounts as of and for the year ended December 31, 2022.
+Added: Accordingly, our audit did not include the internal control over financial reporting at ThinGap, FPH, or Airex.
Basis for Opinion
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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.
−Removed: Share Purchase Agreement, dated as of December 30, 2021 by and among Allied Motion Technologies Inc.
−Removed: and the shareholders of Spectrum Controls, Inc.
−Removed: (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.
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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.
−Removed: First Amended and Restated Credit Agreement dated as of February 12, 2020 among Allied Motion Technologies Inc.
−Removed: 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.
−Removed: (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed February 13, 2020.)
−Removed: First Amendment to First Amended and Restated Credit Agreement dated as of March 6, 2020 among Allied Motion Technologies Inc.
−Removed: 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 (Incorporated by reference to Exhibit 10.11 to the Company’s Form 10-K for the year ended December 31, 2020).
−Removed: Second Amendment to First Amended and Restated Credit Agreement dated as of February 1, 2021 among Allied Motion Technologies Inc.
−Removed: 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 (Incorporated by reference to Exhibit 10.12 to the Company’s Form 10-K for the year ended December 31, 2020).
−Removed: Third Amendment to First Amended and Restated Credit Agreement dated as of J une 17 , 2021 among Allied Motion Technologies Inc.
+Added: Second Amended and Restated Credit Agreement dated as of August 23, 2022 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 (Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended June 30, 2021.)
+Added: as Borrowers, HSBC Bank USA, National Association, as Administrative Agent, the lenders from time to time party thereto, and HSBC Bank USA, National Association, KeyBank National Association, Wells Fargo Bank, National Association and JPMorgan Chase Bank, N.A., as Joint Lead Arrangers (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed August 29, 2022).
List of Subsidiaries (filed herewith).
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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.