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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, 2022, we excluded from our assessment the internal control over financial reporting at ThinGap, Inc.
−Removed: (“ThinGap”), which was acquired on May 24, 2022, FPH Group Inc.
−Removed: 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: In making our assessment of the Company’s internal control over financial reporting as of December 31, 2023, we excluded from our assessment the internal control over financial reporting at Sierramotion Inc.
+Added: (“Sierramotion”), which was acquired on September 22, 2023, whose financial statements collectively constitute 3% and 1% 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, 2023.
Based on this assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2023.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
−Removed: To the stockholders and the Board of Directors of Allied Motion Technologies Inc.
+Added: To the stockholders and the Board of Directors of Allient Inc.
Opinion on Internal Control over Financial Reporting
−Removed: We have audited the internal control over financial reporting of Allied Motion Technologies Inc.
+Added: We have audited the internal control over financial reporting of Allient Inc.
+Added: and subsidiaries (formerly Allied Motion Technologies Inc.
and subsidiaries) (the “Company”) as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
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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, 2023, of the Company and our report dated March 5, 2024, 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 ThinGap, Inc.
−Removed: (“ThinGap”), which was acquired on May 24, 2022, FPH Group Inc.
−Removed: 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.
−Removed: Accordingly, our audit did not include the internal control over financial reporting at ThinGap, FPH, or Airex.
+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 Sierramotion Inc.
+Added: (“Sierramotion”), which was acquired on September 22, 2023, and whose financial statement collectively constitute 3% and 1% of net and total assets, respectively, less than 1% of revenues, and 1% of net income of the consolidated financial statement amounts as of and for the year ended December 31, 2023.
+Added: Accordingly, our audit did not include the internal control over financial reporting at Sierramotion.
Basis for Opinion
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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;
−Removed: (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
−Removed: principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;
+Added: (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.
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Other Information
−Removed: Not applicable.
+Added: N o t a pplicable.
Directors, Executive Officers and Corporate Governance.
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(Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed June 16, 2010.)
+Added: Amended Articles of Incorporation of the Company.
+Added: (Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed August 23, 2023.)
Bylaws of the Company.
−Removed: (Incorporated by reference to Exhibit 3 to the Company’s Form 8-K filed November 4, 2019.)
−Removed: Description of Securities of Allied Motion Technologies Inc.
+Added: (Incorporated by reference to Exhibit 3.
+Added: 2 to the Company’s Form 8-K filed August 23, 2023.)
+Added: Description of Securities of Allient Inc.
(filed herewith.)
−Removed: 2007 Stock Incentive Plan as amended.
−Removed: (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.
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Form of Employment Agreement (Entered into with Michael R.
−Removed: Leach, Robert P.
−Removed: Maida, Ashish R.
+Added: Leach, Ashish R.
Bendre and Geoffrey C.
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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: Second Amended and Restated Credit Agreement dated as of August 23, 2022 among Allied Motion Technologies Inc.
+Added: Third Amended and Restated Credit Agreement dated as of March 1, 2024 among Allient Inc.
and Allied Motion Technologies B.V.
−Removed: 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).
+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, Wells Fargo Bank, National Association, TD Bank, N.A.
+Added: and PNC Capital Markets LLC, as Joint Lead Arrangers and Citizens Bank, N.A., as Syndication Agent (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed March 4, 2024).
+Added: Insider Trading Policy
List of Subsidiaries (filed herewith).
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Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: Clawback Policy
Inline XBRL Taxonomy Extension Schema Document (filed herewith) .
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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.
−Removed: ALLIED MOTION TECHNOLOGIES INC.
/s/ MICHAEL R.
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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.