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ALLIENT INC - Annual Report: 2005 (Form 10-K)


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


Form 10-K


ý

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005

OR

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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
(State or other jurisdiction of
incorporation or organization)
  84-0518115
(I.R.S. Employer Identification No.)

23 Inverness Way East, Suite 150
Englewood, Colorado

(Address of principal executive offices)

 

80112
(Zip Code)

Registrant's telephone number, including area code: (303) 799-8520

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, no par value

        Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes o No ý

        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 o No ý

        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 ý No o

        Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    ý

        Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerate filer" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer    o        Accelerated filer    o        Non-accelerated filer    ý

        Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes o No ý

        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 $20,000,000.

        Number of shares of the only class of Common Stock outstanding: 6,369,351 as of March 20, 2006

DOCUMENTS INCORPORATED BY REFERENCE
Notice and Proxy for 2006 Annual Meeting of Shareholders





Table of Contents

        

 
   

PART I.

 

 

Item 1.

 

Business

Item 1A.

 

Risk Factors

Item 2.

 

Properties

Item 3.

 

Legal Proceedings

PART II.

 

 

Item 5.

 

Market for Registrant's Common Equity and Related Stockholder Matters

Item 6.

 

Selected Financial Data

Item 7.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7A.

 

Quantitative and Qualitative Disclosures About Market Risk

Item 8.

 

Financial Statements and Supplementary Data

 

 

Report of Independent Registered Public Accounting Firm

Item 9A.

 

Controls and Procedures

PART III.

 

 

Item 10.

 

Directors and Executive Officers of the Registrant

Item 11.

 

Executive Compensation

Item 12.

 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 13.

 

Certain Relationships and Related Transactions

Item 14.

 

Principal Accountant Fees and Services

PART IV.

 

 

Item 15.

 

Exhibits and Financial Statement Schedules

 

 

Signatures

 

 

Financial Statement Schedule

        All statements contained herein that are not statements of historical fact constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate, or imply future results, performance, or achievements, and may contain the word "believe," "anticipate," "expect," "project," "intend," "will continue," "will likely result," "should" or words or phrases of similar meaning. Forward-looking statements involve known and unknown risks and uncertainties that may cause actual results of the Company to differ materially from the forward-looking statements. The risks and uncertainties include international, national and local general business and economic conditions in the Company's motion markets, introduction of new technologies, products and competitors, the ability to protect the Company's intellectual property, the ability of the Company to sustain, manage or forecast its growth and product acceptance, success of new corporation strategies and implementation of defined critical issues designed for growth and improvement in profits, the continued success of the Company's customers to allow the Company to realize revenues from its order backlog and to support the Company's expected delivery schedules, the continued viability of the Company's customers and their ability to adapt to changing technology and product demand, the ability of the Company to meet the technical specifications of its customers, the continued availability of parts and components, increased competition and changes in competitor responses to the Company's products and services, changes in government regulations, availability of financing, the ability of the Company's lenders and financial institutions to provide additional funds if needed for operations or for making future acquisitions or the ability of the Company to obtain alternate financing if present sources of financing are terminated, the ability to attract and retain qualified personnel who can design new applications and products for the motion industry, the ability of the Company to identify and consummate favorable acquisitions to support external growth and new technology, the ability of the Company to establish Chinese manufacturing and component sourcing capabilities, and the ability of the Company to control costs for the purpose of improving profitability. The Company's ability to compete in this market depends upon its capacity to anticipate the need for new products, and to continue to design and market those products to meet customers' needs in a competitive world. Actual results, events and performance may differ materially. Readers are cautioned not to place undue reliance on these forward-looking statements as a prediction of actual results. The Company has no obligation or intent to release publicly any revisions to any forward looking statements, whether as a result of new information, future events, or otherwise.

        New risk factors emerge from time to time and it is not possible for management to predict all such risk factors, nor can it assess the impact of all such risk factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. The Company's expectations, beliefs and projections are expressed in good faith and are believed to have a reasonable basis; however, the Company makes no assurance that expectations, beliefs or projections will be achieved.


PART I

Item 1. Business.

        Allied Motion Technologies Inc. (Allied Motion or the Company) was organized under the laws of Colorado in 1962. Allied Motion utilizes its underlying core "Electromagnetic Motion Technology/Know How" to provide compact, high performance products as solutions to a variety of motion applications. The Company is engaged in the business of designing, manufacturing and selling motor and servo motion products to three primary segments, defined as 1) Commercial, 2) Industrial and 3) Aerospace/Defense. On a smaller scale, another segment includes motion control system providers including motor, control and system solution providers as customers for our optical encoder devices. The Company now operates primarily in the United States and Europe.

        Commericial Markets include medical mobility, health and fitness, truck, bus, construction and marine vehicles;and commercial grade equipment/tools, Motors, Gearmotors and Blower Assemblies

2



are the primary products sold by Allied into this segment. Industrial Markets include medical equipment and devices, semiconductor equipment, packaging and sorting equipment and printing/imaging equipment; primary products sold to the Industrial Markets include DC and BLDC motor, servo systems and embedded electronic solutions. Aerospace/Defense Customers are the Prime and Sub-Contractors for the Aviation and Defense Markets. All technologies within the company are sold to this segment with a primary emphasis placed on our high resolution feedback and high performance/compact motor solutions.

        Examples of the end products using Allied Motion's technology include HVAC and various actuation systems such as RV slide outs, truck tarp roll-out and lift devices for trucks, buses and off-road vehicles, anti-lock brake, fuel cell and LPG pump applications for the specialty automotive market, wheel chairs, professional patient rehab equipment, MRI scanners, diagnostic equipment, portable medical dosage pumps and surgical hand tools in the healthcare and medical market, high definition printers, tunable lasers, and spectrum analyzers for the fiber optic industry processing equipment for the semiconductor industry, commercial grade floor cleaners, polishers and material handling devices for factories and commercial buildings, arc-welders and cable pullers in the construction and repair and maintenance markets and missile/munitions control systems for the military.

        Allied Motion is organized into five subsidiaries: Emoteq Corporation (Emoteq—Tulsa, OK), Computer Optical Products, Inc. (COPI—Chatsworth, CA), Motor Products Corporation (Motor Products—Owosso, MI), Stature Electric, Inc. (Stature—Watertown, NY) and Precision Motor Technology B.V. (Premotec—Dordrecht, The Netherlands).

        Emoteq designs, manufactures and markets direct current brushless motors, related components, and drive and control electronics as well as a family of static frequency converters for military and aerospace applications and has extensive experience in power electronics design and software development required for the application of specialized drive electronics technology. Markets served include semiconductor manufacturing, industrial automation, medical equipment, and military and aerospace. Emoteq also manufactures precision direct current fractional horsepower motors and certain motor components and spare parts and replacement equipment for general-purpose instrumentation products. Industrial equipment and military products are the major application for the motors.

        COPI manufactures optical encoders. They are used to measure rotational and linear movements of parts in diverse applications such as printers, sorting machinery, machine tools, robots, medical equipment, tunable lasers and spectrum analyzers. The primary markets for the optical encoders are in the industrial, computer peripheral manufacturing, medical and telecommunications sectors. COPI also designs, manufactures and markets fiber optic-based encoders with special characteristics, such as immunity to radio frequency interference and high temperature tolerance, suited for industrial, aerospace and military environments. Applications include airborne navigational systems, anti-lock braking transducers, missile flight surface controls and high temperature process control equipment.

        Motor Products has been a motor producer for more than sixty years and is a vertically integrated manufacturer of customized, highly engineered sub-fractional horsepower permanent magnet DC and brushless DC motors serving a wide range of original equipment applications. The motors are used in HVAC and actuation systems in a variety of markets including trucks, buses, RV's, off-road vehicles, health, fitness, medical and industrial equipment.

        Stature Electric manufactures fractional and integral horsepower motors, gear motors, and motor part sets. Stature's component products are sold throughout North America and in Europe, primarily to original equipment manufacturers (OEM'S) that use them in their end products. Stature Electric excels at engineering, designing, packaging and applying integrated gearing and motor solutions for the commercial and industrial equipment, healthcare, recreation and non-automotive transportation markets.

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        Premotec has been manufacturing small precision electric motors for more than thirty years which utilize four different motor technologies: Brushless DC, Coreless DC, Iron Core DC, and Permanent Magnet Stepper and Synchronous motors, and also offers a range of reduction gearboxes tailored to a number of these motors. The products are manufactured at Premotec's facility in The Netherlands and at a contract manufacturing facility in Eastern Europe. Premotec's products are sold to OEM customers in Europe and the United States and through distributors to smaller OEM's in almost all countries of the European Economic Community. The products are used in a wide variety of industrial, professional and medical applications, such as fuel injection systems, bar code readers, laser scanning equipment, HVAC actuators, dialysis equipment, industrial ink jet printers, waste water treatment, cash dispensers, dosing systems for the pharmaceutical industry, textile manufacturing, document handling equipment and studio television cameras.

    Fiscal Year End Change

        The Company changed its fiscal year end from June 30 to December 31 effective December 31, 2002; therefore, the Company reported a six-month transition period ending December 31, 2002. The following table describes the periods presented in this Form 10-K.

Period:

  Referred to as:
Audited results from January 1, 2005 through December 31, 2005   Year 2005
Audited results from January 1, 2004 through December 31, 2004   Year 2004
Audited results from January 1, 2003 through December 31, 2003   Year 2003
Audited results from July 1, 2002 through December 31, 2002   Transition Period
Unaudited results from July 1, 2001 through December 31, 2001   Six Month Comparative Period
Audited results from July 1, 2001 through June 30, 2002   Fiscal Year 2002
Audited results from July 1, 2000 through June 30, 2001   Fiscal Year 2001

    Product Distribution

        The Company maintains a direct sales force. In addition to its own marketing and sales force, the Company has independent sales representatives, agents and distributors to sell its various product lines in certain markets.

    Competition

        The Company faces competition in all of its markets, although the number of competitors varies depending upon the product. The Company believes there are numerous competitors in the motion control market. Competition involves primarily product performance and price, although service and warranty are also important.

    Financial Information about Operating Segments

        The information required by this item is set forth in Note 12 of the Notes to Consolidated Financial Statements contained herein.

    Availability of Raw Materials

        All parts and materials used by the Company are in adequate supply. No significant parts or materials are acquired from a single source or for which an alternate source is not also available.

    Patents, Trademarks, Licenses, Franchises and Concessions

        The Company holds several patents and trademarks regarding components used by the various subsidiaries; however, none of these patents and trademarks are considered to be of major significance.

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    Seasonality of the Business

        The Company's business is not of a seasonal nature; however, revenues may be influenced by customers' fiscal year ends and holiday seasons.

    Working Capital Items

        The Company currently maintains inventory levels adequate for its short-term needs based upon present levels of production. The Company considers the component parts of its different product lines to be readily available and current suppliers to be reliable and capable of satisfying anticipated needs.

    Sales to Large Customers

        During years 2005, 2004 and 2003, no single customer accounted for more than 10% of total revenues.

    Sales Backlog

        The Company's backlog at December 31, 2005 consisted of sales orders totaling approximately $25,200,000 while backlog at December 31, 2004 was $21,500,000. In our commercial motors markets, the Company continues to experience an increased number of customers requesting shipments on a "pull system" whereby the Company agrees to maintain available inventory that the customer "pulls" or takes delivery as they need the products. At the time the customer pulls the product, the Company records the order and sale. There can be no assurance that the Company's backlog will be converted into revenue.

    Government Sales

        Approximately $325,000 of the Company's backlog as of December 31, 2005 consisted of contracts with the United States Government compared to $918,000 in 2004. The Company's contracts with the government contain a provision generally found in government contracts that permits the government to terminate the contract at its option. When the termination is attributable to no fault of the Company, the government would, in general, have to pay the Company certain allowable costs up to the time of termination, but there is no compensation for loss of profits.

    Engineering and Development Activities

        The Company's expenditures on engineering and development for the years ended December 31, 2005, 2004 and 2003 were $3,526,000, $2,896,000 and $1,853,000, respectively. Of these expenditures, no material amounts were charged directly to customers.

    Environmental Issues

        No significant pollution or other types of hazardous emission result from the Company's operations and it is not anticipated that the Company's operations will be materially affected by Federal, State or local provisions concerning environmental controls. However, there can be no assurance that any future regulations will not affect the Company's operations.

    Foreign Operations

        The information required by this item is set forth in Note 12 of the Notes to Consolidated Financial Statements contained herein.

5


    Employees

        At December 31, 2005 the Company had approximately 515 full-time employees.

    Available Information

        The Company maintains a website at www.alliedmotion.com. The Company makes available, free of charge on or through its website, its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports, as soon as reasonably practicable after it electronically files or furnishes such materials to the SEC.

        The Company has adopted a Code of Ethics for its chief executive officer, president and senior financial officers regarding their obligations in the conduct of Company affairs. The Company has also adopted a Code of Business Conduct that is applicable to all directors, officers and employees. The Codes are available on the Company's website. The Company intends to disclose on its website any amendment to, or waiver of, the Codes that would otherwise be required to be disclosed under the rules of the SEC and the Nasdaq Capital Market. A copy of both Codes are also available in print to any stockholder upon written request addressed to Allied Motion Technologies Inc., 23 Inverness Way East, Suite 150, Englewood, CO 80112-5711, Attention: Secretary.


Item 1A. Risk Factors.

        In addition to the other information contained or incorporated by reference in this document, readers should carefully consider the following risk factors. Any of these risks or the occurrence of any one or more of the uncertainties described below could have a material adverse effect on the Company's financial condition and the performance of its business. The Company refers to itself as "we" or "our" in the following risk factors.

Our operating results could fluctuate significantly.

        Our quarterly and annual operating results are affected by a wide variety of factors that could materially adversely affect revenues and profitability, including:

    the timing of customer orders and the deferral or cancellation of orders previously received;

    the level of orders received which can be shipped in a quarter;

    fulfilling backlog on a timely basis;

    competitive pressures on selling prices;

    changes in the mix of products sold;

    the timing of investments in engineering and development;

    development of and response to new technologies; and

    delays in new product qualifications.

        As a result of the foregoing and other factors, we have and may continue to experience material fluctuations in future operating results on a quarterly or annual basis which could materially and adversely affect our business, financial condition, operating results and stock price.

Our operating results depend in part on our ability to contain or reduce costs.

        Our efforts to maintain and improve profitability depend in part on our ability to reduce the costs of materials, components, supplies and labor, including establishing production capabilities at our Chinese subcontractor. While the failure of any single cost containment effort by itself would most

6



likely not significantly impact our results, we cannot give any assurances that we will be successful in implementing cost reductions and maintaining a competitive cost structure.

There is substantial price competition in our industry, and our success and profitability will depend on our ability to maintain a competitive cost and price structure.

        There is substantial price competition in our industry, and our success and profitability will depend on our ability to maintain a competitive cost and price structure. We may have to reduce prices in the future to remain competitive. Also, our future profitability will depend in part upon our ability to continue to improve our manufacturing efficiencies and maintain a cost structure that will enable us to offer competitive prices. Our inability to maintain a competitive cost structure could have a material adverse effect on our business, financial condition and results of operations.

Our profits may decline if the price of raw materials continues to rise and we cannot recover the increases from our customers.

        We use various raw materials, such as copper, steel and zinc, in our manufacturing operations. The prices of these raw materials have been subject to volatility. As a result of price increases, in 2005 we implemented price surcharges to our customers; however we may be unable to collect surcharges without suffering reductions in unit volume, revenue and operating income. There can be no assurance that we will be able to fully recover the price increases through surcharges in a timely manner.

We may explore additional acquisitions that complement, enhance or expand our business. We may not be able to complete these transactions, and, if completed, we may experience operational and financial risks in connection with our acquisitions that may materially adversely affect our business, financial condition and operating results.

        Our future growth may be a function, in part, of acquisitions. We may have difficulty finding these opportunities, or if we do identify these opportunities, we may not be able to complete the transactions for reasons including a failure to secure financing.

        To the extent that we are able to complete the transactions, we will face the operational and financial risks commonly encountered with this type of a strategy. These risks include the challenge of integrating acquired businesses while managing the ongoing operations of each business, the challenge of combining the business cultures of each company, and the need to retain key personnel of our existing business and the acquired business. The process of integrating operations could cause an interruption of, or loss of momentum in, the activities of the acquired business and our existing business. Members of our senior management may be required to devote considerable amounts of time to the integration process, which will decrease the time they will have to manage our businesses, service existing customers, attract new customers and develop new products. If our senior management is not able to effectively manage the integration process, or if any significant business activities are interrupted as a result of the integration process, our business could be adversely affected.

We have existing debt and refinancing risks that could affect our cost of operations.

        We have both fixed and variable rate indebtedness and may incur indebtedness in the future, including borrowings under our existing or new credit facilities, to finance possible acquisitions and for general corporate purposes. As a result, we are and expect to be subject to risks normally associated with debt financing including:

    that interest rates may rise;

    that our cash flow will be insufficient to make required payments of principal and interest;

    that any default on our debt could result in acceleration of those obligations;

7


    that we may be unable to refinance or repay the debt as it becomes due; and

    that any refinancing will not be on terms as favorable as those of the existing debt.

The following factors could affect our ability to obtain additional financing on favorable terms, or at all:

    our results of operations;

    our ratio of debt to equity;

    our financial condition;

    our business prospects;

    changes in interest rates;

    general economic conditions and conditions in our industry; and

    the perception in the capital markets of our business.

        In addition, certain covenants relating to our existing indebtedness impose certain limitations on additional indebtedness. If we are unable to obtain sufficient capital in the future, we may have to curtail our capital expenditures and other expenses. Any such actions could have a material adverse effect on our business, financial condition, results of operations and liquidity.

We may not be able to obtain the capital we need to maintain or grow our business.

        Our ability to execute our long-term strategy may depend to a significant degree on our ability to obtain new long-term debt and equity capital. We have no commitments for additional borrowings, other than our existing credit facilities, or for sales of equity. We may be unable to obtain future additional financing on terms acceptable to us, or at all. If we fail to comply with certain covenants relating to our indebtedness, we may need to refinance our indebtedness to repay it. We also may need to refinance our indebtedness at maturity. We may not be able to obtain additional capital on favorable terms to refinance our indebtedness.

The market price of our common stock has been and is likely to continue to be volatile, which may make it difficult for shareholders to resell common stock when they want to and at prices they find attractive.

        Our common stock has been and is likely to be highly volatile and there has been limited trading volume in the stock. The volatility could affect our stock irrespective of, or disproportionately to, the operating performance of our company. The fluctuations and limited trading volume may materially adversely affect the market price of our stock and the ability to sell the stock. Most of our outstanding shares are available for resale in the public market without restriction. The sale of a large number of shares could adversely affect the share price.

We are dependent on our key personnel.

        We are dependent upon the continued contributions of our senior corporate management, particularly Richard Smith, chief executive officer and chief financial officer, Richard Warzala, president and chief operating officer, and certain other key employees of Allied Motion for our future success. If Mr. Smith, Mr. Warzala or other key employees no longer serve in their positions at Allied Motion, our business, as well as the market price of our common stock, could be substantially adversely affected. We cannot assure you that we will be able to retain the services of Mr. Smith or Mr. Warzala or any other members of our senior management or key employees.

8



Our future success depends in part on the continued service of our engineering and technical personnel and our ability to identify, hire and retain personnel.

        There is continued competition for qualified personnel in our markets. We may not be able to continue to attract and retain engineers or other qualified personnel necessary for the development and growth of our business or to replace personnel who may leave our employ in the future. The failure to retain and recruit key technical personnel could cause additional expense, potentially reduce the efficiency of our operations and could harm our business.

We could incur substantial costs under environmental laws.

        Our operations are subject to laws and regulations relating to the protection of the environment, including those governing the discharge of pollutants into the air or water, the management and disposal of hazardous substances or wastes and the cleanup of contaminated sites. Some of our operations require environmental permits and controls to prevent and reduce air and water pollution, and these permits are subject to modification, renewal and revocation by issuing authorities. We could incur substantial costs, including cleanup costs, fines and civil or criminal sanctions and third-party claims for property damage and personal injury as a result of violations of or liabilities under environmental laws or non-compliance with environmental permits.

We have pension plan and post-retirement obligations covering some of our domestic employees which could reduce cash flow and negatively impact financial condition.

        Our pension plan has a projected benefit obligation in excess of the fair value of plan assets. Our pension plan assets consist primarily of equity and fixed income securities. If the performance of investments in the plan does not meet the Company's assumptions, the excess obligation may increase and the Company may have to record additional costs and/or contribute additional funds to the pension plan. An increase in pension expenses and contributions could decrease the Company's cash available to pay its outstanding obligations and its net income.

        Our retiree medical plans are unfunded. We record costs as employees render the services necessary to earn the benefits. The costs are based on estimates including health care cost increases, retirement and mortality. Actual results may vary materially from estimates which could result in an increase to our expense and decrease in net income.

We have a significant amount of goodwill recorded and an impairment writedown would result in lower net income and a reduction in net worth.

        Under accounting standards adopted in 2002, we are not required or allowed to amortize the goodwill reflected on our balance sheet. We are required to evaluate goodwill at least annually to determine if there has been an impairment in the value of such goodwill. If we determine that the goodwill is impaired, we would be required to writedown a portion or all of the goodwill which would reduce net income in the period of any writedown.

Anti-takeover provisions in our corporate documents may discourage or prevent a takeover, even if the change of control would be beneficial to shareholders.

        Provisions in our articles of incorporation and our by-laws may have the effect of delaying or preventing an acquisition or merger in which we are acquired or a transaction that changes our board of directors. These provisions:

    authorize the board to issue preferred stock without shareholder approval;

    prohibit cumulative voting in the election of directors;

9


    limit the persons who may call special meetings of shareholders;

    establish advance notice requirements for nominations for the election of directors or for proposing matters that can be acted on by shareholders at shareholder meetings; and

    require that, in a vote to approve an acquisition or merger in which the Company is acquired or a transaction that changes the board of directors, the affirmative vote of the holders of two-thirds of the Company's outstanding shares is required, unless the transaction is approved by at least two-thirds of the continuing directors, in which event the provisions require that the affirmative vote of a majority of the holders of the Company's outstanding shares is required.

If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud.

        We believe that effective internal controls are necessary to provide reliable financial reports and to assist in the effective prevention of fraud. If we are unable to detect or correct any issues in the design or operating effectiveness of internal controls over financial reporting or fail to prevent fraud, current and potential customers and shareholders could lose confidence in our financial reporting, which could harm our business and the trading price of our stock.


Item 2. Properties.

        As of December 31, 2005, the Company occupies facilities as follows:

Description / Use

  Location
  Approximate
Square Footage

  Owned
Or Leased

Corporate headquarters   Englewood, Colorado   3,000   Leased
Office and manufacturing facility   Chatsworth, California   8,500   Leased
Office and manufacturing facility   Tulsa, Oklahoma   25,000   Leased
Office and manufacturing facility   Dordrecht, The Netherlands   36,000   Leased
Office and manufacturing facility   Owosso, Michigan   85,000   Owned
Office and manufacturing facility   Watertown, New York   112,000   Owned

        The Company's management believes the above-described facilities are adequate to meet the Company's current and foreseeable needs. All facilities described above are operating at less than full capacity.


Item 3. Legal Proceedings.

        The Company is involved in certain actions that have arisen out of the ordinary course of business. Management believes that resolution of the actions will not have a significant adverse affect on the Company's consolidated financial position or results of operations.


PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.

        Allied Motion's common stock is traded on the Nasdaq Capital Market System and trades under the symbol AMOT. The number of holders of record as reported by the Company's transfer agent of the Company's common stock as of the close of business on March 20, 2006 was 669. The Company did not pay or declare any dividends during years 2005 and 2004 and the Company's long-term financing agreement prohibits the Company from doing so without prior approval.

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        The following table sets forth, for the periods indicated, the high and low prices of the Company's common stock on the Nasdaq Capital Market System, as reported by Nasdaq.

 
  Price Range
 
  High
  Low
Year ended december 31, 2005            
First Quarter   $ 8.90   $ 6.66
Second Quarter     7.62     3.65
Third Quarter     4.73     3.82
Fourth Quarter     4.50     3.36
Year ended december 31, 2004            
First Quarter   $ 6.22   $ 3.56
Second Quarter     5.89     3.86
Third Quarter     6.96     4.75
Fourth Quarter     7.29     5.00

Equity Compensation Plan Information

        The following table shows the equity compensation plan information of the Company at December 31, 2005.

Plan category

  Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights (a)

  Weighted-average
exercise price of
outstanding options,
warrants and rights

  Number of securities
remaining available for
future issuance under equity
compensation plans
(excluding securities
reflected in column (a))

Equity compensation plans approved by security holders   1,448,650   $ 3.62   104,107

Stock Repurchase Program Information

        Under an employee stock repurchase program first approved by the Board of Directors in fiscal year 1994, the Company may repurchase its common stock from its employees at the current market value. The Company's Agreement with its lenders limits employee stock repurchases to $125,000 per fiscal year. The plan was discontinued effective December 31, 2005.

        The following table shows the purchases of stock under this program during the fourth quarter of 2005.

Period

  Total Number
of Shares
Purchased

  Average
Price Paid
per Share

  Total Number of Shares
Purchased as Part of
Publicly Announced Programs

Oct. 1 - Oct. 31, 2005   466   $ 3.87   466
Nov. 1 - Nov. 30, 2005   185   $ 3.50   185
Dec. 1 - Dec. 31, 2005        
   
       
Total   651   $ 3.77   651
   
       


Item 6. Selected Financial Data.

        The following tables summarize data from the Company's financial statements for the fiscal years 2001 through 2005 and the Transition and Comparative Periods and notes thereto; the Company's complete annual financial statements and notes thereto for the current fiscal year appear in Item 8

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herein. See Management's Discussion and Analysis of Financial Condition and Results of Operation for discussion of non-recurring items that affect the comparability of results between periods.

 
  For the year
ended
December 31,
2005

  For the year
ended
December 31,
2004

  For the year
ended
December 31,
2003

 
  In thousands (except per share data)

Statements of Operations Data:                  
Revenues from continuing operations   $ 74,302   $ 62,738   $ 39,434
   
 
 
Net income   $ 923   $ 2,250   $ 948
   
 
 

Diluted income per share from continuing operations

 

$

.13

 

$

.36

 

$

0.19
   
 
 
 
  For the Six Month
Transition Period
ended December 31,
2002

  For the Six Month
Comparative Period
ended December 31,
2001

 
 
  In thousands (except per share data)

 
Statements of Operations Data:              
Revenues from continuing operations   $ 17,191   $ 7,868  
   
 
 
Income from continuing operations   $ 45   $ 60  
Operating (loss) from discontinued operations     (736 )   (223 )
Gain on sale of power and process business, net of income taxes     1,019      
   
 
 
Net income (loss)   $ 328   $ (163 )
   
 
 
Diluted income per share from continuing operations   $ 0.01   $ 0.01  
   
 
 

 


 

For the fiscal years ended June 30,


 
 
  2002
  2001
 
 
  In thousands (except per share data)

 
Statements of Operations Data:              
Revenues from continuing operations   $ 15,723   $ 21,188  
   
 
 
Income (loss) from continuing operations   $ (45 ) $ 2,024  
Operating (loss) from discontinued operations     (221 )   (28 )
   
 
 
Net income (loss)   $ (266 ) $ 1,996  
   
 
 
Diluted income (loss) per share from continuing operations   $ (0.01 ) $ 0.42  
   
 
 

 


 

At December 31,
2005


 

At December 31,
2004


 

At December 31,
2003


 

At December 31,
2002

Balance Sheet Data:                        
Total assets   $ 53,337   $ 54,820   $ 27,497   $ 28,348
Total current and long-term debt   $ 12,081   $ 14,407   $ 2,312   $ 4,133

 


 

At June 30,

 
  2002
  2001
Balance Sheet Data:            
Total assets   $ 22,629   $ 20,203
Total current and long-term debt   $   $ 553

12



Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Overview

        Allied Motion designs, manufactures and sells motion products to a broad spectrum of customers throughout the world primarily for the commercial motor, industrial motion control, and aerospace and defense markets. The Company's products are used in demanding applications in medical equipment, HVAC systems for trucks, busses and off-road vehicles, the specialty automotive market, industrial automation, pumps, health-fitness, defense, aerospace, semiconductor manufacturing, fiber optic-based telecommunications, printing, and graphic imaging market sectors, to name a few.

        Today, five companies form the core of Allied Motion. The companies, Emoteq, Computer Optical Products, Motor Products, Stature Electric and Premotec offer a wide range of standard motors, encoders and drives for original equipment manufacturers (OEM) and end user applications. A particular strength of each company is its ability to design and manufacture custom motion control solutions to meet the needs of its customers.

        The Company has made considerable progress in implementing its new corporate strategy, the driving force of which is "Applied Motion Technology/Know How". The Company's commitment to Allied's Systematic Tools, or AST for short, is driving continuous improvement in quality, delivery, cost and growth. AST utilizes a tool kit to effect desired changes through well defined processes such as Strategy Deployment, Target Marketing, Value Stream Mapping, Material Planning, Standard Work and Single Minute Exchange of Dies.

        One of the Company's major challenges is to maintain and improve price competitiveness. The Company's customers are continually being challenged by their markets and competitors to be price competitive and they are requiring their suppliers to deliver the highest quality product at the lowest price possible. In 2004, the Company began production of motor sub-assemblies at a sub-contract manufacturing facility in China. During 2005, the Company made significant progress in establishing production of finished products in China, however was delayed in putting into production the programs that we expect will generate a significant profit swing for some of our projects. We anticipate that we will be able to complete these programs in 2006.

        The Company's products contain certain metals, and the Company has been experiencing increases in the costs of these metals, particularly copper, steel and zinc, which are both key materials in our products. The Company has reacted by aggressively sourcing material at lower cost from Asian markets, combining the sourcing of metals to benefit from volume purchasing and by passing on surcharges to our customers.

        The Company has an aggressive motor development plan for five new standalone products and two new product lines that leverage the combined technology base of the Allied Motion companies. The Company continues to focus on new product designs that design-out cost, provide higher performance and meet the needs of our served markets. Early in 2006, the Company announced several new motor designs targeted at various markets. Each of these motors are targeted at precision motor applications. It normally takes twelve months to get new products designed into new customer applications. All product development efforts are focused on adding value for our customers in our served market segments.

        Management believes the strategy we have developed for the Company will accomplish our long term goals of increasing shareholder value through the continued strengthening of the foundation necessary to achieve growth in sales and profitability.

13



Operating Results

Year 2005 compared to 2004

 
  For the year ended December 31,
   
   
 
 
  Increase (decrease)
 
(in thousands)

 
  2005
  2004
  $
  %
 
Revenues   $ 74,302   $ 62,738   $ 11,564   18 %
Cost of products sold (exclusive of amortization of acquired product designs and technologies intangibles)     58,118     46,280     11,838   26 %
   
 
 
 
 
Gross margin     16,184     16,458     (274 ) (0 )%
   
 
 
 
 
Gross margin percentage     22 %   26 %      
   
 
 
 
 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 
  Selling     3,265     2,557     708   28 %
  General and administrative     5,952     6,226     (274 ) (4 )%
  Engineering and development     3,526     2,896     630   22 %
  Amortization of intangible assets     1,010     647     363   56 %
  Restructuring charges         10     (10 ) (100 )%
   
 
 
 
 
Total operating costs and expenses     13,753     12,336     1,417   11 %
   
 
 
 
 
Operating income     2,431     4,122     (1,691 ) (41 )%

Other income (expense), net:

 

 

 

 

 

 

 

 

 

 

 

 
  Interest expense     (1,075 )   (696 )   379   55 %
  Other (expense) income, net     125     (17 )   (142 ) (835 )%
   
 
 
 
 
Total other (expense) income, net     (950 )   (713 )   237   33 %
   
 
 
 
 
Income before income taxes     1,481     3,409     (1,928 ) (57 )%
Provision for income taxes     558     1,159     (601 ) (52 )%
   
 
 
 
 
Net income   $ 923   $ 2,250   $ (1,327 ) (59 )%
   
 
 
 
 

        NET INCOME—The Company achieved net income of $923,000 or $.13 per diluted share for 2005 compared to $2,250,000 or $.36 per diluted share for 2004. Included in net income are results related to Stature Electric and Premotec from the dates of acquisition on May 10, 2004 and August 23, 2004, respectively. Results for both are included for all of 2005.

        EBITDA—EBITDA was $5,800,000 for 2005 compared to $6,400,000 for 2004. EBITDA is a non-GAAP measurement that consists of income before interest expense, provision for income taxes and depreciation and amortization. See information included in "Non-GAAP Measures" below for a reconciliation of net income to EBITDA.

        REVENUES—Revenues were $74,302,000 in 2005 compared to $62,738,000 in 2004 or a 18% increase. The incremental revenues achieved by the companies acquired in 2004 increased revenues by 25% which were partially offset by a decrease in revenues from existing businesses of 7%. On a proforma basis, sales from Premotec and Stature increased 8% and consolidated sales decreased 2%. The decrease in existing business is primarily due to revenues related to certain projects last year that were not repeated this year, primarily in the Aerospace/Defense and Electronics markets and changes in customer buying patterns.

        GROSS MARGINS—Gross margin as a percentage of revenues was 22% for 2005 and 26% for 2004. The decrease is due to a change in sales mix (significant drop in sales of our higher margin business partially offset by increased sales of lower margin business), the weighting of the lower margins of the acquired businesses, additional costs incurred to set up low cost manufacturing

14



capability in China and the negative impact of the upward trend in the cost of purchased metal. The Company has proactively responded to the increased metal costs by aggressively sourcing materials from Asian markets, by combining the sourcing of metals for its various manufacturing operations to benefit from volume purchasing and by passing surcharges to its customers. The Company anticipates gross margins will improve company wide as we continue to improve manufacturing efficiencies through the implementation of lean manufacturing, by increasing offshore sourcing of materials and from continued cost reduction efforts to reduce overhead costs and expenses. We also anticipate that we will start realizing improved margins from products manufactured in our low cost manufacturing facilities in 2006. Cost of products sold excludes $324,000 and $170,000 for amortization of acquired designs and technologies for 2005 and 2004, respectively.

        SELLING EXPENSES—Selling expenses were $3,265,000 and $2,557,000 in 2005 and 2004, respectively. Of this 28% increase, selling expenses from existing businesses decreased 3% and incremental expenses from Stature and Premotec contributed 31% of this increase. The decrease in selling expense from existing businesses is due to cost reduction efforts and recruiting expenses incurred in 2004 that did not repeat in 2005.

        GENERAL AND ADMINISTRATIVE EXPENSES—General and administrative expenses were $5,952,000 in 2005 compared to $6,226,000 in 2004 or a decrease of 4%. Of the 4% decrease, 14% was attributed to a decrease in incentive bonus expense and 4% was attributed to a decrease from cost reduction efforts in existing businesses offset by a 14% increase from the impact of acquiring Stature and Premotec.

        ENGINEERING AND DEVELOPMENT EXPENSES—Engineering and development expenses were $3,526,000 and $2,896,000 for 2005 and 2004, respectively. Of the 22% increase in engineering and development expenses, 20% was due to the acquisitions of Stature and Premotec and 2% was due to additional expenditures associated with new product development.

        AMORTIZATION OF INTANGIBLE ASSETS—Amortization of intangible assets was $1,010,000 in 2005 and $647,000 in 2004. This increase was due to the amortization costs related to the amortizable intangible assets acquired in the Stature and Premotec acquisitions during 2004.

        RESTRUCTURING CHARGE—Restructuring charges were zero and $10,000 in 2005 and 2004, respectively. The charges in 2004 relate primarily to severance costs arising from workforce reductions from consolidation of the Company's manufacturing facilities.

        INTEREST EXPENSE—Interest expense for 2005 was $1,075,000 and for 2004 was $696,000. The increase in interest was directly attributed to the increased outstanding balance on the borrowings related to the financing of the acquisitions of Stature and Premotec.

        INCOME TAXES—The provision for income taxes was $558,000 for year 2005 compared to $1,159,000 for 2004. The effective income tax rate as a percentage of income before income taxes from continuing operations was 38% in 2005 and 34% in 2004. The difference in the effective tax rate between periods was primarily due to resolution of certain income tax related issues offset by less of an effect of reduction in enacted tax rates in a foreign jurisdiction.

15



Year 2004 compared to 2003

 
  For the year ended December 31,
   
   
 
 
  Increase (decrease)
 
(in thousands)

 
  2004
  2003
  $
  %
 
Revenues   $ 62,738   $ 39,434   $ 23,304   59 %
Cost of products sold (exclusive of amortization of acquired product designs and technologies intangibles)     46,280     29,167     17,113   59 %
   
 
 
 
 
Gross margin     16,458     10,267     6,191   60 %
   
 
 
 
 
Gross margin     26 %   26 %      
   
 
 
 
 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 
  Selling     2,557     2,022     535   26 %
  General and administrative     6,226     4,596     1,630   35 %
  Engineering and development     2,896     1,853     1,043   56 %
  Amortization of intangible assets     647     315     332   105 %
  Restructuring charges     10     211     (201 ) (95 )%
   
 
 
 
 
Total operating costs and expenses     12,336     8,997     3,339   37 %
   
 
 
 
 
Operating income     4,122     1,270     2,852   225 %
Other income (expense), net:                        
  Interest expense     (687 )   (226 )   461   204 %
  Other expense, net     (26 )   (77 )   (51 ) (66 )%
   
 
 
 
 
Total other expense, net     (713 )   (303 )   410   135 %
   
 
 
 
 
Income before income taxes     3,409     967     2,442   253 %
Provision for income taxes     1,159     19     1,140   60 %
   
 
 
 
 
Net income   $ 2,250   $ 948   $ 1,302   137 %
   
 
 
 
 

        NET INCOME—The Company achieved net income of $2,250,000 or $.36 per diluted share for 2004 compared to $948,000 or $.19 per diluted share for 2003. Included in the results for 2003 was a tax credit of $298,000 related to the realization of a prior year state income tax refund. Included in net income for 2004 are results related to Stature Electric and Premotec from the dates of acquisition on May 10, 2004 and August 23, 2004, respectively.

        During 2003, the Company sold its Calibrator Business. In accordance with SFAS No. 144, the business is included as a discontinued operation; however results of operations for the discontinued business were zero and no gain or loss from the sale was recorded due to the previous writedown of the carrying value of the business to its estimated fair value.

        EBITDA—EBITDA was $6,400,000 for 2004 compared to $2,550,000 for 2003. EBITDA is a non-GAAP measurement that consists of income before interest expense, provision for income taxes and depreciation and amortization. See information included in "Non-GAAP Measures" below for a reconciliation of net income to EBITDA.

        REVENUES—Revenues were $62,738,000 in 2004 compared to $39,434,000 in 2003 or a 59% increase. Of this 59% increase in revenues, 17% came from the Company's existing businesses and the remaining 42% came from incremental revenues provided by Stature and Premotec, the companies acquired during 2004.

        GROSS MARGINS—Gross margin as a percentage of revenues was 26% for 2004 and 2003. This reflects improved margins of 2% from existing businesses offset by lower weighted average margins of

16



the two acquisitions. Cost of products sold excludes $170,000 and zero for amortization of acquired designs and technologies for 2005 and 2004, respectively.

        SELLING EXPENSES—Selling expenses were $2,557,000 and $2,022,000 in 2004 and 2003, respectively. This increase was primarily due to the acquisitions of Stature and Premotec.

        GENERAL AND ADMINISTRATIVE EXPENSES—General and administrative expenses were $6,226,000 in 2004 compared to $4,596,000 in 2003. The increased administration costs related to the acquisitions of Stature and Premotec made up approximately $1,000,000 of this increase. The remainder of the increase of $630,000 relates to additional incentive bonuses earned and to the increase in the contribution to the Employee Stock Ownership Plan.

        ENGINEERING AND DEVELOPMENT EXPENSES—Engineering and development expenses were $2,896,000 and $1,853,000 for 2004 and 2003, respectively. Of the $1,043,000 increase in engineering and development expenses, $667,000 was due to the acquisitions of Stature and Premotec and the remaining $376,000 was due to additional expenditures associated with new product development.

        AMORTIZATION OF INTANGIBLE ASSETS—Amortization of intangible assets expense was $647,000 in 2004 and $315,000 in 2003. This increase was due to the amortization costs related to the amortizable intangible assets acquired in the Stature and Premotec acquisitions.

        RESTRUCTURING CHARGE—Restructuring charges were $10,000 and $211,000 in 2004 and 2003, respectively. The charges relate primarily to severance costs arising from workforce reductions from consolidation of the Company's manufacturing facilities.

        INTEREST EXPENSE—Interest expense for 2004 was $687,000 and for 2003 was $226,000. The increase in interest was directly attributed to the increased outstanding balance on the borrowings related to the financing of the acquisitions of Stature and Premotec.

        INCOME TAXES—The provision for income taxes for year 2004 was $1,159,000 compared to $19,000 for 2003. The effective income tax rate as a percentage of income before income taxes from continuing operations was 34% in 2004 and 2% in year 2003. The difference in the effective tax rate between periods was primarily due to a $442,000 tax benefit realized in 2003 related to the realization of a prior year state income tax refund and resolution of certain income tax related issues.

Non-GAAP Measures

        EBITDA is not a defined term under U.S. generally accepted accounting principles (non-GAAP measures). Non-GAAP measures should not be considered in isolation or as a substitute for net income or cash flow data prepared in accordance with GAAP and may not be comparable to calculations of similarly titled measures by other companies.

        EBITDA is provided for information purposes only and should not be viewed as indicative of actual or future results. EBITDA is presented because the Company believes that certain investors may use it as supplemental information to evaluate a company's ability to service its indebtedness. EBITDA does not represent and should not be considered as an alternative to net income, operating income, net cash provided by operating activities or any other measure for determining operating performance or liquidity that is calculated in accordance with generally accepted accounting principles.

17



        The Company's calculation of EBITDA for 2005, 2004 and 2003 is as follows:

(in thousands)

  For the year ended
December 31,
2005

  For the year ended
December 31,
2004

  For the year ended
December 31,
2003

Net income   $ 923   $ 2,250   $ 948
Interest expense     1,075     696     226
Provision for income tax     558     1,159     19
Depreciation and amortization     3,229     2,328     1,359
   
 
 
Income before interest expense, provision for income taxes and depreciation and amortization (EBITDA)   $ 5,785   $ 6,433   $ 2,552
   
 
 

Liquidity and Capital Resources

        The Company's liquidity position as measured by cash and cash equivalents increased $168,000 during 2005 to a balance of $624,000 at December 31, 2005. During 2005, operations provided $3,671,000 in cash. Cash provided by operations included net income of $923,000 plus non-cash charges for depreciation and amortization of $3,229,000, provisions for doubtful accounts, obsolete inventory and deferred income taxes totaling $602,000 and other non-cash charges of $254,000. Cash was used to increase inventories by $644,000 in support of increased sales volume and anticipation of production of motor sub-assemblies at a sub-contract manufacturing facility in China. Cash used in operations also included an increase in trade receivables of $1,065,000 and increases in accounts payable of $1,051,000 reflecting increased sales levels. Accrued liabilities and other decreased $610,000 which mainly represented the payment in 2005 of the incentive bonus awards earned in 2004. Offsetting these uses was an increase in prepaid and other current assets of $69,000.

        Net cash used in investing activities was $2,371,000 and $17,719,000 for 2005 and 2004, respectively. The Company paid $275,000 and $13,563,000, in years 2005 and 2004, respectively, related to the acquisition of Stature and zero and $3,253,000 in years 2005 and 2004, respectively, related to the acquisition of Premotec. Purchases of property and equipment were $2,096,000 and $953,000 during the years 2005 and 2004, respectively. During 2005, approximately $1,000,000 of the $2,096,000 in purchases related to the set-up of motor manufacturing in China. The Company does not expect the level of purchases related to our China manufacturing capability to continue at this level.

        Net cash used in financing activities was $1,132,000 for the year 2005 compared to net cash provided of $12,937,000 for 2004. The Company had no new borrowings under term loans this year compared to borrowings of $10,314,000 in 2004. The Company repaid $2,236,000 and $2,132,000 on term loans for the years 2005 and 2004, respectively. In June 2004, Allied Motion received $1,000,000 for the issuance of 198,177 shares of common stock under the terms of a Stock Purchase Agreement. The purchasers of these shares were certain trusts and pension plans, the beneficiaries of which are Michel Robert and members of his immediate family. The aggregate purchase price for the shares represented the fair value of the stock at the time the Company received the purchase price. Cash was also provided from stock transactions under various employee benefit stock plans of $655,000 and $123,000 and repayment on a loan to the Company's Employee Stock Ownership plan of $155,000 and $45,000 in 2005 and 2004 respectively.

        At December 31, 2005, the Company had $11,809,000 of debt obligations representing borrowings on lines-of-credit, term loans and an overdraft facility.

        Under the domestic revolving line-of-credit agreement (Agreement), the Company has available the lesser of (a) $10,500,000 or (b) the sum of 85% of eligible trade accounts receivable (excluding Premotec) and 50% of eligible inventory, as defined in the Agreement. The line-of-credit expires in

18



May 2007, unless extended. Under the Agreement, the Company utilizes lock-box arrangements whereby remittances from customers reduce the outstanding debt, and therefore the line-of-credit balance has been classified as a current liability. Borrowings under the line-of-credit bear interest at a rate equal to the bank's prime rates plus 1% (8.25% as of December 31, 2005).

        Under the foreign line-of-credit agreement (Foreign Agreement), the Company has available the lesser of (a) EUR 1.25 million, or (b) 85% of eligible trade accounts receivable of Premotec as defined in the Foreign Agreement. The line-of-credit expires in August 2006, unless extended. Borrowings under the line-of-credit bear interest at a rate equal to the bank's base rate plus 1.75%, with a minimum of 4.75% (4.75% at December 31, 2005). Under the Foreign Agreement, remittances from customers reduce the outstanding debt, therefore the balance has been classified as a current liability.

        The EUR 200,000 bank overdraft facility bears an interest rate equal to the bank's base rate plus 2%, with a minimum of 4.75% (4.75% at December 31, 2005). The facility has no expiration date.

        The Company also has various term loans obtained in connection with its acquisitions. All borrowings are collateralized by substantially all assets of the Company.

        The loan agreements prohibit the Company from paying dividends and require that the Company maintain compliance with certain covenants related to tangible net worth and profitability. As of December 31, 2005, the Company was in compliance with such covenants. As of December 31, 2005, the amount available under the lines-of-credit and overdraft facility was $5,226,000.

        The Company's working capital, capital expenditure and debt service requirements are expected to be funded from cash provided by operations and amounts available under the line-of-credit facilities. The Company believes the capital currently available to it is sufficient for its currently anticipated needs for at least the next twelve months. If additional capital is needed in the future, the Company would pursue additional capital via debt or equity financings. A key component of the Company's liquidity relates to the availability of amounts under its lines-of-credit. Any lack of availability of these facilities could have a material adverse impact on the Company's liquidity position.

Price Levels and the Impact of Inflation

        Prices of the Company's products have not increased significantly as a result of inflation during the past several years, primarily due to competition. The effect of inflation on the Company's costs of production has been minimized through production efficiencies, lower costs of materials and surcharges passed on to customers. The Company anticipates that these factors will continue to minimize the effects of any foreseeable inflation and other price pressures from the industries in which it operates. As the Company's manufacturing activities mainly utilize semi-skilled labor, which is relatively plentiful in the areas surrounding the Company's production facilities, the Company does not anticipate substantial inflation-related increases in the wages of the majority of its employees.

Critical Accounting Policies

        The Company has prepared its financial statements in conformity with accounting principles generally accepted in the United States, and these statements necessarily include some amounts that are based on informed judgments and estimates of management. The Company's significant accounting policies are discussed in Note 1 to the consolidated financial statements. The policies are reviewed on a regular basis. The Company's critical accounting policies are subject to judgments and uncertainties which affect the application of such policies. The Company uses historical experience and all available information to make these judgments and estimates. As discussed below the Company's financial position or results of operations may be materially different when reported under different conditions or when using different assumptions in the application of such policies. In the event estimates or

19



assumptions prove to be different from actual amounts, adjustments are made in subsequent periods to reflect more current information. The Company's critical accounting policies include:

        The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The allowance is based on historical experience and judgments based on current economic and customer specific factors. Significant judgments are made by management in connection with establishing the Company's customers' ability to pay at the time of shipment. Despite this assessment, from time to time, the Company's customers are unable to meet their payment obligations. The Company continues to monitor customers' credit worthiness, and use judgment in establishing the estimated amounts of customer receivables which may not be collected. A significant change in the liquidity or financial position of the Company's customers could have a material adverse impact on the collectibility of accounts receivable and future operating results.

        Inventory is valued at the lower of cost or market. The Company monitors and forecasts expected inventory needs based on sales forecasts. Inventory is written down or written off when it becomes obsolete or when it is deemed excess. These determinations involve the exercise of significant judgment by management. If actual market conditions are significantly different from those projected by management the recorded reserve may be adjusted, and such adjustments may have a significant impact on the Company's results of operations. Demand for the Company's products can fluctuate significantly, and in the past the Company has recorded substantial charges for inventory obsolescence.

        The Company records deferred tax assets and liabilities for the estimated future tax effects of temporary differences between the tax basis of assets and liabilities and amounts recorded in the consolidated financial statements, and for operating loss and tax credit carryforwards. Realization of the recorded deferred tax assets is dependent upon the Company generating sufficient taxable income in the appropriate tax jurisdiction in future years to obtain benefit from the reversal of net deductible temporary differences and from tax credit and operating loss carryforwards. A valuation allowance is provided to the extent that management deems it more likely than not that the net deferred tax assets will not be realized. The amount of deferred tax assets considered realizable is subject to adjustment in future periods if estimates of future taxable income are changed.

        The Company reviews the carrying values of its long-lived assets, including goodwill and identifiable intangibles, in accordance with SFAS No. 142. SFAS No. 142 provides a fair value test to evaluate goodwill and long-lived asset impairment. As part of the review, the Company estimates future cash flows. Depending upon future assessments of fair value and estimated future cash flows, there could be impairment recorded related to goodwill and other long-lived assets.

        The Company provides pension and postretirement benefits for certain domestic retirees and records the cost of the obligations based on estimates. The net periodic costs are recognized as employees render the services necessary to earn the benefits. Several assumptions are used to calculate the expense and liability related to the plans including the discount rate, the expected rate of return on plan assets, the future rate of compensation increases and health care cost increases. The discount rate is selected based on a bond pricing model that relates to the projected future cash flows of benefit obligations. Actuarial assumptions used are based on demographic factors such as retirement and mortality. Actual results could vary materially from the Company's actuarial assumptions, which may have an impact on the amount of reported expense or liability for pension or postretirement benefits.

Recent Accounting Pronouncements

        In December 2004, the Financial Accounting Standards Board (FASB) issued SFAS no. 123 (revised 2004), Share-Based Payment. SFAS 123R is a revision of FASB No. 123 "Accounting for Stock-Based Compensation" and supersedes APB Opinion No. 25, "Accounting for Stock Issued to Employees", and amends SFAS No. 95, "Statement of Cash Flows". SFAS No. 123R requires all share-based payments to employees, including grants of employee stock options to be recognized in the

20



income statement based on their fair values. The amount of compensation cost will be measured based on the grant-date fair value of the equity or liability instruments issued. Compensation cost will be recognized over the period that an employee provides service in exchange for the award. Pro forma disclosure is no longer an alternative. The provisions of this statement will become effective in our first quarter of 2006.

        SFAS 123R permits public companies to adopt its requirements using one of two methods:

    1.
    A "modified prospective" method in which compensation cost is recognized beginning with the effective date (a) based on the requirements of SFAS 123R for all share-based payments granted after the effective date and (b) based on the requirements of SFAS 123 for all awards granted to employees prior to the effective date of SFAS 123R that remain unvested on the effective date.

    2.
    A "modified retrospective" method which includes the requirements of the modified prospective method described above, but also permits entities to restate based on the amounts previously recognized under SFAS 123 for purposes of pro forma disclosure either (a) all prior periods presented or (b) prior interim periods of the year of adoption.

        The Company will utilize the modified prospective method when it adopts SFAS 123R.

        As permitted by SFAS 123, the Company currently accounts for share-based payments to employees using Opinion 25's intrinsic value method and, as such, generally recognize no compensation cost for employee stock options. The impact on net earnings as a result of the adoption of SFAS No. 123R is not expected to be significant based on options outstanding and unvested at December 31, 2005. The Company will adopt SFAS No. 123R starting on January 1, 2006.

Contractual Commitments

        For more information on the Company's contractual obligations on operating leases and contractual commitments, see Notes 5 and 9 to the consolidated financial statements. At December 31, 2005, the Company's commitments under these obligations were as follows (in thousands):

Year ended
December 31,

  Operating
Leases

  Capital
Leases(1)

  Lines-of-
Credit(2)

  Term
Loans(3)

  Interest on
Debt Obligations(4)

  Total
2006   $ 598   $ 205   $ 4,981   $ 2,174   $ 884   $ 8,842
2007     431     93         3,990     153     4,667
2008     438     4         379     14     835
2009     354             285     8     647
2010     252                     252
Thereafter     632                     632
   
 
 
 
 
 
    $ 2,705   $ 302   $ 4,981   $ 6,828   $ 1,059   $ 15,875
   
 
 
 
 
 

(1)
The capital lease commitments include amounts representing interest.

(2)
The domestic and foreign lines-of-credit mature in May 2007 and August 2006, respectively but can be extended.

(3)
Maturities for the term loans are discussed more thoroughly in Note 5.

(4)
The interest rates used are the rates in effect at December 31, 2005.

21


Item 7A. Quantitative and Qualitative Disclosures About Market Risk

        Market risk represents the risk of loss that may impact the financial position, results of operations or cash flows of the Company due to adverse changes in financial and commodity market prices and rates. The Company is exposed to market risk in the areas of changes in interest rates and changes in foreign currency exchange rates as measured against the United States dollar. These exposures are directly related to its normal operating and funding activities.

Interest Rate Risk

        The interest payable on the Company's domestic and foreign lines-of-credit and its foreign term loan are variable based on the prime rate and Euribor, and are effected by changes in market interest rates. The Company does not believe that reasonably possible near-term changes in interest rates will result in a material effect on future earnings, fair values or cash flows of the Company. A change in the interest rate of 1% on the Company's variable rate debt would have the impact of changing interest expense by approximately $89,000 annually.

Foreign Currency Risk

        On August 23, 2004, the Company completed the acquisition of Premotec, located in The Netherlands. Sales from this operation are denominated in Euros, thereby creating exposures to changes in exchange rates. The changes in the Euro/U.S. exchange rate may positively or negatively affect the Company's sales, gross margins, net income and retained earnings. The Company does not believe that reasonably possible near-term changes in exchange rates will result in a material effect on future earnings, fair values or cash flows of the Company.


Item 8. Financial Statements and Supplementary Data.

22



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of Allied Motion Technologies Inc.:

        We have audited the accompanying consolidated balance sheets of Allied Motion Technologies Inc. and subsidiaries as of December 31, 2005 and 2004, and the related consolidated statements of operations, stockholders' investment and comprehensive income, and cash flows for the years ended December 31, 2005, 2004 and 2003. In connection with our audits of the consolidated financial statements, we have also audited the consolidated financial statement Schedule II—Valuation and Qualifying Accounts for the years ended December 31, 2005, 2004 and 2003. These consolidated financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

        We conducted our audits in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Allied Motion Technologies Inc. and subsidiaries as of December 31, 2005 and 2004, and the results of their operations and their cash flows for the years ended December 31, 2005, 2004 and 2003, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

Denver, Colorado
March 20, 2006

23



ALLIED MOTION TECHNOLOGIES INC.

CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)

 
  December 31,
2005

  December 31,
2004

 
Assets              
Current Assets:              
  Cash and cash equivalents   $ 624   $ 456  
  Trade receivables, net of allowance for doubtful accounts of $281 and $235 at December 31, 2005 and 2004, respectively     10,087     9,353  
  Inventories, net     9,185     9,382  
  Deferred income taxes     402     1,186  
  Prepaid expenses and other     577     518  
   
 
 
Total Current Assets     20,875     20,895  
Property, plant and equipment, net     12,939     13,301  
Deferred income taxes     582      
Goodwill and intangible assets, net     18,941     20,624  
   
 
 
Total Assets   $ 53,337   $ 54,820  
   
 
 
Liabilities and Stockholders' Investment              
Current Liabilities:              
  Current maturities of capital lease obligations   $ 180   $ 183  
  Debt obligations     7,155     6,904  
  Accounts payable     5,543     4,669  
  Accrued liabilities and other     3,877     5,316  
  Income taxes payable     664     687  
   
 
 
Total Current Liabilities     17,419     17,759  
Long-term capital lease obligations, net of current portion     92     241  
Debt obligations, net of current portion     4,654     7,079  
Deferred income taxes     1,862     2,304  
Pension and post-retirement obligations     3,503     3,077  
   
 
 
Total Liabilities     27,530     30,460  

Commitments and Contingencies

 

 

 

 

 

 

 

Stockholders' Investment:

 

 

 

 

 

 

 
  Preferred stock, par value $1.00 per share, authorized 5,000 shares; no shares issued or outstanding          
  Common stock, no par value, authorized 50,000 shares; 6,369 and 6,070 shares issued and outstanding at December 31, 2005 and 2004, respectively     15,110     14,169  
  Deferred compensation     (119 )    
  Loan receivable from Employee Stock Ownership Plan         (155 )
  Retained earnings     10,970     10,047  
  Other comprehensive income (loss)     (154 )   299  
   
 
 
Total Stockholders' Investment     25,807     24,360  
   
 
 
Total Liabilities and Stockholders' Investment   $ 53,337   $ 54,820  
   
 
 

See accompanying notes to consolidated financial statements.

24



ALLIED MOTION TECHNOLOGIES INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)

 
  For the year
ended
December 31,
2005

  For the year
ended
December 31,
2004

  For the year
ended
December 31,
2003

 
Revenues   $ 74,302   $ 62,738   $ 39,434  
Cost of products sold (exclusive of amortization of acquired product designs and technologies intangibles)     58,118     46,280     29,167  
   
 
 
 
Gross margin     16,184     16,458     10,267  

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

 
  Selling     3,265     2,557     2,022  
  General and administrative     5,952     6,226     4,596  
  Engineering and development     3,526     2,896     1,853  
  Amortization of intangible assets     1,010     647     315  
  Restructuring charges         10     211  
   
 
 
 
Total operating costs and expenses     13,753     12,336     8,997  
   
 
 
 
Operating income     2,431     4,122     1,270  

Other income (expense), net:

 

 

 

 

 

 

 

 

 

 
  Interest expense     (1,075 )   (696 )   (226 )
  Other income (expense), net     125     (17 )   (77 )
   
 
 
 
Total other expense, net     (950 )   (713 )   (303 )
   
 
 
 
Income before income taxes     1,481     3,409     967  
Provision for income taxes     558     1,159     19  
   
 
 
 

Net income

 

$

923

 

$

2,250

 

$

948

 
   
 
 
 
Basic net income per share:                    
  Net income per share   $ .15   $ .40   $ 0.19  
   
 
 
 
  Basic weighted average common shares     6,245     5,581     4,925  
   
 
 
 

Diluted net income per share:

 

 

 

 

 

 

 

 

 

 
  Net income per share   $ .13   $ .36   $ 0.19  
   
 
 
 
  Diluted weighted average common shares     6,869     6,185     5,061  
   
 
 
 

See accompanying notes to consolidated financial statements.

25



ALLIED MOTION TECHNOLOGIES INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' INVESTMENT
AND COMPREHENSIVE INCOME
(In thousands)

 
  Common Stock
   
   
  Other
Comprehensive
Income
Adjustments

   
 
 
   
  Retained
Earnings

  Comprehensive
Income

 
 
  Shares
  Amount
  Other
 
Balances, December 31, 2002   4,837   $ 8,100   $   $ 6,849   $ 28        
  Stock transactions under employee benefit stock plans   183     271     (200 )                  
  Issuance of restricted stock   1     3                          
  Stock compensation expense         9                          
  Foreign currency translation
adjustment
                          51   $ 51  
  Net income                     948           948  
                               
 
  Comprehensive income                               $ 999  
   
 
 
 
 
 
 
Balances, December 31, 2003   5,021     8,383     (200 )   7,797     79        
  Stock transactions under employee benefit stock plans   52     156     45                    
  Issuance of restricted stock   198     1,000                          
  Stock compensation expense         13                          
  Stock issued for acquisition of Owosso Corporation   536     2,421                          
  Stock issued for acquisition of
Premotec
  263     1,471                          
  Stock warrants issued for acquisition of Owosso Corporation         725                          
  Foreign currency translation
adjustment
                          220   $ 220  
  Net income                     2,250           2,250  
                               
 
  Comprehensive income                               $ 2,470  
   
 
 
 
 
 
 
Balances, December 31, 2004   6,070     14,169     (155 )   10,047     299        
  Stock transactions under employee benefit stock plans and option exercises   259     780                          
  Payment on loan to Employee Stock Ownership Plan               155                    
  Issuance of restricted stock   40     155     (155 )                  
  Stock compensation expense         6     36                    
  Additional minimum pension liability, net of tax                           (122 ) $ (122 )
  Foreign currency translation
adjustment
                          (331 )   (331 )
  Net income                     923           923  
                               
 
  Comprehensive income                               $ 470  
   
 
 
 
 
 
 
  Balances, December 31, 2005   6,369   $ 15,110   $ (119 ) $ 10,970   $ (154 )      
   
 
 
 
 
       

See accompanying notes to consolidated financial statements.

26



ALLIED MOTION TECHNOLOGIES INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

 
  For the year
ended
December 31,
2005

  For the year
ended
December 31,
2004

  For the year
ended
December 31,
2003

 
Cash Flows From Operating Activities:                    
Net income   $ 923   $ 2,250   $ 948  
Adjustments to reconcile net income to net cash provided by (used in) operating activities:                    
  Depreciation and amortization     3,229     2,328     1,359  
  Provision for doubtful accounts     146     52     47  
  Provision for obsolete inventory     586     136     135  
  Deferred income tax provision     (130 )   901     440  
  Loss on disposition of assets     84     164     114  
  Tax effect of non-qualifying option exercises     124     44      
  Other     46     (39 )   (14 )
  Changes in assets and liabilities, net of effects from acquisitions and dispositions:                    
    Increase in trade receivables     (1,065 )   (618 )   (414 )
    Increase in inventories, net     (644 )   (2,050 )   (74 )
    Decrease (increase) prepaid expenses and other     (69 )   637     (82 )
    (Decrease) increase accounts payable     1,051     (203 )   (201 )
    Decrease in accrued liabilities and other     (610 )   (329 )   (106 )
   
 
 
 
Net cash provided by operating activities     3,671     3,273     2,152  

Cash Flows From Investing Activities:

 

 

 

 

 

 

 

 

 

 
  Purchase of property and equipment     (2,096 )   (953 )   (1,113 )
  Cash paid for acquisition of Motor Products             (300 )
  Proceeds from sale of Power and Process Business         50     649  
  Net cash paid for acquisition of Owosso Corporation     (275 )   (13,563 )    
  Net cash paid for acquisition of Premotec         (3,253 )    
   
 
 
 
Net cash used in investing activities     (2,371 )   (17,719 )   (764 )

Cash Flows From Financing Activities:

 

 

 

 

 

 

 

 

 

 
  Borrowings (repayments) on lines-of-credit, net     441     3,736     (500 )
  Borrowings on term loans         10,314      
  Repayments on term loans     (2,236 )   (2,132 )   (1,500 )
  Proceeds from sales/leaseback     50         500  
  Repayments on capital leases     (197 )   (149 )   (21 )
  Issuance of restricted stock         1,000      
  Repayment on loan to Employee Stock Ownership Plan     155     45      
  Stock transactions under employee benefit stock plans     655     123     74  
   
 
 
 
Net cash (used in) provided by financing activities     (1,132 )   12,937     (1,447 )
Effect of foreign exchange rate changes on cash         5     64  
   
 
 
 
Net increase (decrease) in cash and cash equivalents     168     (1,504 )   5  
Cash and cash equivalents at beginning of period     456     1,960     1,955  
   
 
 
 
Cash and cash equivalents at end of period   $ 624   $ 456   $ 1,960  
   
 
 
 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

 

 

 
Net cash paid (received) during the period for:                    
  Interest   $ 1,085   $ 687   $ 226  
  Income taxes     (384 )   (57 )   (254 )
  Acquisitions         16,816     300  

See accompanying notes to consolidated financial statements.

27



ALLIED MOTION TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    Business

        Allied Motion Technologies Inc. (Allied Motion or the Company) is engaged in the business of designing, manufacturing and selling motion control products to a broad spectrum of customers throughout the world primarily for the commercial motor, industrial motion control, and aerospace and defense markets.

    Principles of Consolidation

        The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant inter-company accounts and transactions are eliminated in consolidation.

    Cash and Cash Equivalents

        Cash and cash equivalents include instruments which are readily convertible into cash (original maturities of three months or less) and which are not subject to significant risk of changes in interest rates. Cash flows from foreign currency transactions are translated using an average rate.

    Accounts Receivable

        Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company's best estimate of the amount of probable credit losses in the Company's existing accounts receivable; however, changes in circumstances relating to accounts receivable may result in a requirement for additional allowances in the future.

    Inventories

        Inventories include costs of materials, direct labor and manufacturing overhead, and are stated at the lower of cost (first-in, first-out basis) or market, as follows (in thousands):

 
  December 31,
2005

  December 31,
2004

 
Parts and raw materials   $ 7,739   $ 7,510  
Work-in-process     1,418     1,485  
Finished goods     1,710     1,883  
   
 
 
      10,867     10,878  
Less reserves     (1,682 )   (1,496 )
   
 
 
    $ 9,185   $ 9,382  
   
 
 

28


    Property, Plant and Equipment

        Property, plant and equipment is classified as follows (in thousands):

 
  Useful
lives

  December 31,
2005

  December 31,
2004

 
Land       $ 332   $ 332  
Building and improvements   5-39 years     4,537     4,395  
Machinery, equipment, tools and dies   2-8 years     15,271     13,366  
Furniture, fixtures and other   3-10 years     764     1,134  
       
 
 
          20,904     19,227  
Less accumulated depreciation         (7,965 )   (5,926 )
       
 
 
        $ 12,939   $ 13,301  
       
 
 

        Depreciation expense is provided using the straight-line method over the estimated useful lives of the assets. Amortization of building improvements and leased equipment is provided using the straight-line method over the life of the lease term or the life of the assets, whichever is shorter. Maintenance and repair costs are charged to operations as incurred. Major additions and improvements are capitalized. The cost and related accumulated depreciation of retired or sold property are removed from the accounts and the resulting gain or loss, if any, is reflected in earnings.

        Depreciation expense was approximately $2,219,000, $1,681,000 and $1,044,000, in 2005, 2004 and 2003, respectively.

    Goodwill

        Goodwill represents the excess of the purchase price over the fair value of identifiable net tangible and intangible assets acquired in a business combination. Goodwill is required to be tested for impairment annually, or more frequently if events or changes in circumstances indicate that goodwill may be impaired. The Company completed its annual analysis of the fair value of its goodwill at October 31, 2005 and determined there was no indicated impairment of its goodwill. There can be no assurance that future goodwill impairments will not occur.

    Intangible Assets

        Intangible assets, other than goodwill, are recorded at cost and are amortized over their estimated useful lives using the straight-line method.

    Impairment of Long-Lived Assets

        The Company reviews the carrying values of its long-lived assets whenever events or changes in circumstances indicate that such carrying values may not be recoverable. Under SFAS No. 144, long-lived assets must be carried at historical cost if the projected cash flows from their use will recover their carrying amounts on an undiscounted basis and without considering interest. However, if projected cash flows are less than their carrying value, the long-lived assets must be reduced to their estimated fair value. Considerable judgment is required to project such cash flows and, if required,

29


estimate the fair value of the impaired long-lived asset. No impairments of long-lived assets were recorded in 2005, 2004 or 2003.

    Warranty

        The Company offers warranty coverage for its products for periods ranging from 12 to 18 months after shipment, with the majority of its products for 12 months. The Company estimates the costs of repairing products under warranty based on the historical average cost of the repairs. The assumptions used to estimate warranty accruals are reevaluated periodically in light of actual experience and, when appropriate, the accruals are adjusted. Estimated warranty costs are recorded at the time of sale of the related product, and are considered a cost of sale. Accrued warranty costs were $307,000 and $375,000 as of December 31, 2005 and 2004, respectively.

        Changes in the Company's reserve for product warranty claims during 2005 and 2004, were as follows (in thousands):

 
  December 31,
2005

  December 31,
2004

 
Warranty reserve at beginning of the year   $ 375   $ 185  
Warranty expenditures     (171 )   (142 )
Provision     113     101  
Additions due to acquisitions         223  
Effect of foreign currency translation     (10 )   8  
   
 
 
Warranty reserve at end of year   $ 307   $ 375  
   
 
 

    Accrued Liabilities

        Accrued liabilities consist of the following (in thousands):

 
  December 31, 2005
  December 31, 2004
Compensation and fringe benefits   $ 2,494   $ 3,428
Litigation and legal fees (Note 9)     145     255
Customer deposits     38     32
Warranty reserve     307     375
Other accrued expenses     893     1,226
   
 
    $ 3,877   $ 5,316
   
 

    Foreign Currency Translation

        In accordance with SFAS No. 52, "Foreign Currency Translation," the assets and liabilities of the Company's foreign subsidiaries are translated into U.S. dollars using end of period exchange rates. Revenue and expense transactions use an average rate prevailing during the month of transaction. The resulting comprehensive income is recorded in the other comprehensive income translation adjustment component of stockholders' investment in the accompanying consolidated balance sheets. Transaction

30


gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.

    Engineering and Development Costs

        Engineering and development costs are expensed as incurred.

    Revenue Recognition

        The Company recognizes revenue when products are shipped or delivered (shipping terms may be either FOB shipping point or destination) and title has passed to the customer, persuasive evidence of an arrangement exists, the selling price is fixed or determinable, and collectibility is reasonably assured.

    Basic and Diluted Income per Share from Continuing Operations

        Basic income per share is computed by dividing net income or loss by the weighted average number of shares of common stock outstanding. Diluted income per share is determined by dividing the net income or loss by the sum of (1) the weighted average number of common shares outstanding and (2) if not anti-dilutive, the effect of stock awards determined utilizing the treasury stock method. Outstanding options totaling 624,000, 604,000, and 136,000 had a dilutive effect for years 2005, 2004 and 2003, respectively. Stock options to purchase 241,000, 130,000 and 734,000 shares of common stock, were excluded from the calculation of diluted income per share for years 2005, 2004 and 2003, respectively, since the results would have been anti-dilutive.

    Comprehensive Income

        Comprehensive income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a period except those resulting from investments by and distributions to stockholders. Comprehensive income consisted of cumulative translation adjustments from the translation of the financial statements of the Company's foreign subsidiary and an additional minimum pension liability (see Note 10) for year 2005. Adjustments for comprehensive income for years 2004 and 2003 are comprised only of cumulative translation adjustments.

    Stock-Based Compensation

        The Company accounts for employee stock-based compensation using the intrinsic value method prescribed by Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees" and related interpretations. All options granted under these plans have an exercise price equal to the market value of the underlying common stock on the date of grant and therefore no stock-based compensation cost is reflected in net income (loss), except as discussed in Note 8. Had compensation cost for these plans been determined consistent with SFAS No. 123, "Accounting for Stock-Based Compensation" as amended by SFAS No. 148, "Accounting for Stock-Based Compensation—Transition and Disclosure, an Amendment of FASB Statement No. 123", the

31


Company's net income (loss) would have been adjusted to the following amounts (in thousands, except per share data):

 
  For the year
ended
December 31,
2005

  For the year
ended
December 31,
2004

  For the year
ended
December 31,
2003

 
Net income:                    
  Reported net income   $ 923   $ 2,250   $ 948  
  Stock-based compensation expense, net of taxes   $ (130 ) $ (1,231 ) $ (573 )
   
 
 
 
  Pro forma net income   $ 793   $ 1,019   $ 375  
   
 
 
 
Basic net income per share:                    
  Reported basic net income per share   $ 0.15   $ 0.40   $ 0.19  
  Pro forma basic net income per share   $ 0.13   $ 0.18   $ 0.08  

Diluted net income per share:

 

 

 

 

 

 

 

 

 

 
  Reported diluted net income per share   $ 0.13   $ 0.36   $ 0.19  
  Pro forma diluted net income per share   $ 0.12   $ 0.16   $ 0.07  

        Cumulative compensation cost recognized is adjusted for forfeitures by a reduction of adjusted compensation expense in the period of forfeiture.

        For SFAS No. 123 purposes, the fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:

 
  For the year
ended
December 31,
2004

  For the year
ended
December 31,
2003

Risk-free interest rate   3.7%   2.9%
Expected dividend yield   0.0%   0.0%
Expected life   5 years   6 years
Expected volatility   91.1%   102.7%

        There were no options granted during 2005. The weighted average fair value of options granted, assuming the Black-Scholes option-pricing model, during 2004 and 2003 was $3.81 and $1.64, respectively. The total fair value of options granted was $1,290,000 and $324,000 in 2004 and 2003, respectively. These amounts are being amortized over the vesting periods of the options for purposes of this disclosure.

        The weighted average fair value of employee stock purchase rights issued pursuant to the Employee Stock Purchase Plan during 2005, 2004 and 2003 was $.66, $2.45 and $1.62, respectively. The fair value of the stock purchase rights was calculated as the difference between the stock price at the date of issuance and the employee purchase price.

        The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because the Company's employee stock options have characteristics significantly different than those of

32



traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its stock options.

    Fair Values of Financial Instruments

        The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, trade receivables, accounts payable and accrued liabilities approximate fair value because of the immediate or short-term maturities of these financial instruments. The carrying amount of the lines-of-credit and variable term loans approximate their fair value because the underlying instrument is a variable rate note that reprices frequently. The carrying amount of the term loan approximates its fair value because the fixed interest rate is a current market interest rate.

    Income Taxes

        The current provision for income taxes represents actual or estimated amounts payable or refundable on tax return filings each year. Deferred tax assets and liabilities are recorded for the estimated future tax effects of temporary differences between the tax base of assets and liabilities and amounts reported in the accompanying consolidated balance sheets, and for operating loss and tax credit carryforwards. A valuation allowance may be provided to the extent management deems it is more likely than not that deferred tax assets will not be realized. The change in deferred tax assets and liabilities for the period measures the deferred tax provision or benefit for the period. Effects of changes in enacted tax laws on deferred tax assets and liabilities are reflected as adjustments to the tax provision or benefit in the period of enactment. The ultimate realization of net deferred tax assets is dependent upon the generation of future taxable income, in the appropriate taxing jurisdictions, during the periods in which temporary differences become deductible. Management believes that it is more likely than not that the Company will realize the benefits of these temporary differences and operating loss and tax credit carryforwards, net of valuation allowances.

    Concentration of Credit Risk

        Trade receivables subject the Company to the potential for credit risk. To reduce this risk, the Company performs evaluations of its customers' financial condition and creditworthiness at the time of sale, and updates those evaluations when necessary. No single customer makes up more than 10% of trade receivables.

    Use of Estimates

        The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions. Such estimates and assumptions affect the reported amounts of assets and liabilities as well as disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

33


    Reclassifications

        Certain prior year balances were reclassified to conform to the current year presentation. Those reclassifications had no impact on net income, stockholders' investment or cash flows from operations as previously reported.

2. OWOSSO MERGER

        On May 10, 2004, the Company completed the merger of Owosso Corporation, and its sole remaining operating subsidiary Stature Electric, Inc. located in Watertown, New York, with a wholly owned subsidiary of the Company pursuant to the terms of the Agreement and Plan of Merger dated February 10, 2004. The consideration for the merger of $17.1 million consisted of $1 million of cash payable to Owosso's preferred shareholders, $11.7 million of cash for Owosso's debt, liabilities and transaction costs, $1.2 million in fees and expenses incurred by the Company, the issuance of 535,527 shares of the Company's common stock (fair value of $2,421,000) and the issuance of warrants to purchase 300,000 shares of Allied Motion common stock at $4.41 per share (valued at $725,000 using the Black Scholes Model) which were issued to Owosso's preferred shareholders. There were no additional notes issued by Allied Motion related to the acquisition. Allied Motion financed the cash portion of the acquisition price with existing cash, borrowings of $8.25 million under new term loan agreements and borrowings under its revolving line-of-credit. The Company merged with Owosso to further the Company's strategy to expand its penetration into the motion control market.

        The merger was accounted for using the purchase method of accounting, and, accordingly, the purchase price was allocated to the assets purchased and the liabilities assumed based on their respective estimated fair values at the date of acquisition. The net purchase price allocation was as follows (in thousands):

Cash   $ 99  
Trade receivables     2,058  
Inventories     1,676  
Prepaid expenses and other     328  
Property, plant and equipment     6,485  
Amortizable intangible assets     3,744  
Goodwill     5,502  
Accounts payable     (1,545 )
Accrued liabilities and other current liabilities     (1,224 )
   
 
Net purchase price   $ 17,123  
   
 

        The amortization of acquired goodwill and intangible assets are deductible for tax purposes. The amortizable intangible assets are amortized as discussed in Note 4.

        The accompanying consolidated financial statements include the operating results of Stature Electric, Owosso's remaining sole operating subsidiary, subsequent to May 10, 2004.

        The following presents the Company's unaudited pro forma financial information for the year ended December 31, 2004 and 2003 after certain pro forma adjustments giving effect to the acquisition of Owosso Corporation as if it had occurred at January 1, 2003. The pro forma financial information is

34



for informational purposes only and does not purport to present what the Company's results would actually have been had the acquisition actually occurred at the beginning of the fiscal period or to project the Company's results of operations for any future period (in thousands, except per share data).

 
  For the year ended
December 31,

 
 
  2004
  2003
 
Revenues   $ 70,002   $ 57,149  
Gross margin     17,172     13,118  
Operating income (loss)     3,041     (5,066 )
Net income (loss)     1,236     (5,155 )
Diluted net income (loss) per share     .20     (.94 )

3. PREMOTEC ACQUISITION

        On August 23, 2004, the Company completed the acquisition of Precision Motor Technology B.V. (Premotec), located in Dordrecht, The Netherlands from Premotec Holding B.V., both limited liability companies incorporated in The Netherlands, pursuant to the Stock Purchase Agreement dated July 23, 2004. Neither the companies acquired nor the seller was related to the Company, and there is no material relationship between those companies and the Company, other than in respect of this acquisition. The acquisition was completed to achieve European presence to provide additional opportunities for the sale and support of the all of the Company's products while increasing purchasing volume provided by Premotec to enhance the Company's strategic sourcing opportunities. The purchase price was EUR 3.75 million plus expenses (approximately $5 million total purchase price). The cash portion of the consideration of EUR 2.5 million (U.S. $3.1 million) was funded by a term loan, a line of credit and an overdraft facility from a Netherlands bank and is discussed more thoroughly in Note 6 below. The remaining portion of the consideration of EUR 1.25 million (U.S. $1,471,000) was funded by the issue of 263,231 shares of the Company's common stock (at market value) to the seller, Premotec Holding B.V. The expenses of the acquisition were funded from the Company's cash balances and amounts available under the lines of credit.

        The acquisition was accounted for using the purchase method of accounting, and, accordingly, the purchase price was allocated to the assets purchased and the liabilities assumed based on their

35



respective estimated fair values at the date of acquisition. The net purchase price allocation was as follows (in thousands):

Cash   $ 82  
Trade receivables     649  
Inventories     1,740  
Prepaid expenses and other     426  
Property, plant and equipment     1,165  
Amortizable intangible assets     1,869  
Goodwill     2,283  
Accounts payable     (1,142 )
Accrued liabilities and other current liabilities     (1,054 )
Long-term capital lease obligations     (47 )
Deferred income taxes     (971 )
   
 
Net purchase price   $ 5,000  
   
 

        The amortization of acquired goodwill and intangible assets are non-deductible for tax purposes in accordance with tax regulations in The Netherlands. The amortizable intangible assets are amortized as discussed in Note 4.

4. GOODWILL AND INTANGIBLE ASSETS

        Included in goodwill and intangible assets in the Company's consolidated balance sheets are the following intangible assets (in thousands):

 
  December 31,
2005

  December 31,
2004

  Estimated Life
Goodwill   $ 12,818   $ 13,246    
   
 
   
Amortizable intangible assets:                
  Customer lists     4,371     4,506   8 years
  Trade names     1,340     1,340   10 years
  Designs and technologies     2,494     2,631   8 years
  Accumulated amortization     (2,082 )   (1,099 )  
   
 
   
  Total net intangible assets     6,123     7,378    
   
 
   
Total goodwill and net intangible assets   $ 18,941   $ 20,624    
   
 
   

36


        The change in the carrying amount of goodwill for 2005 is as follows (in thousands):

 
  December 31, 2005
  December 31, 2004
Balance at beginning of period   $ 13,246   $ 5,213
Goodwill resulting from acquisition of Owosso Corporation         5,502
Goodwill resulting from acquisition of Premotec         2,283
Effect of foreign currency translation     (326 )   248
Other     (102 )  
   
 
Balance at end of period   $ 12,818   $ 13,246
   
 

        Total amortization expense for intangible assets for the years 2005, 2004, and 2003 was $1,010,000, $647,000 and $315,000 respectively. Amortization expense of designs and technologies included in total amortization expense for the years 2005, 2004 and 2003 was $324,000, $170,000 and zero, respectively. Estimated amortization expense for intangible assets is $1,008,000 for each of the years ended December 31, 2006 through 2009 and $908,000 for 2010.

37



5. DEBT OBLIGATIONS

        Debt obligations consisted of the following (in thousands):

 
  December 31,
2005

  December 31,
2004

 
Domestic revolving line-of-credit (A)   $ 4,434   $ 3,615  
Foreign revolving line-of-credit (B)     547     626  
Bank overdraft facility payable to bank with no monthly repayments required, interest due at the bank's base rate plus 2%, minimum of 4.75% (4.75% as of December 31, 2005), due on demand, secured by Premotec's inventory; EUR 200 ($237 at December 31, 2005 exchange rate) was available at December 31, 2005         422  
Term loan payable to bank in monthly installments of $90 plus interest at 8.68%, due in May 2007, secured by machinery and equipment     1,535     2,618  
Term loan payable to bank in monthly installments of $59 plus interest at the bank's prime rate plus 0.75% (8.0% as of December 31, 2005), plus balloon payment of $2,863, due in May 2007, secured by buildings, machinery and equipment     3,872     4,585  
Term loan payable to bank in quarterly installments of EUR 80 ($95 at December 31, 2005 exchange rate) plus interest at 4.74% until August, 2006, then at EURIBOR plus 2.5% with a minimum of 4.75%, due in July 2009, secured by Allied Motion Technologies, B.V. shares     1,421     2,074  
Term loan payable to bank, paid in full in January 2005         43  
   
 
 
Total     11,809     13,983  
Less current maturities     (7,155 )   (6,904 )
   
 
 
Long-term debt obligations   $ 4,654   $ 7,079  
   
 
 

(A)
Under the domestic revolving line-of-credit agreement (Agreement), the Company has available the lesser of (a)$10,500,000 or (b) the sum of 85% of eligible trade accounts receivable (excluding Premotec) and 50% of eligible inventory, as defined in the Agreement. The line-of-credit expires in May 2007, unless extended. Under the Agreement, the Company utilizes lock-box arrangements whereby remittances from customers reduce the outstanding debt, and therefore the line-of-credit balance has been classified as a current liability. Borrowings under the line-of-credit bear interest at a rate equal to the bank's prime rates plus 1% (8.25% as of December 31, 2005). All borrowings are collateralized by substantially all assets of the Company. The Agreement prohibits the Company from paying dividends and requires that the Company maintain compliance with certain covenants related to tangible net worth and fixed charge coverage. As of December 31, 2005, the Company was in compliance with such covenants. As of December 31, 2005, the amount available under the domestic line-of-credit was $4,656,000.

(B)
Under the foreign line-of-credit agreement (Foreign Agreement), the Company has available the lesser of (a) EUR 1.25 million, or (b) 85% of eligible trade accounts receivable of Premotec as defined in the Foreign Agreement. The line-of-credit expires in August 2006, unless extended. Borrowings under the line-of-credit bear interest at a rate equal to the bank's base rate plus 1.75%, with a minimum of 4.75% (4.75% at December 31, 2005). Under the Foreign Agreement, remittances from customers reduce the outstanding debt, therefore the balance has been classified

38


    as a current liability. As of December 31, 2005, the amount available under the foreign line-of-credit was $333,000.

        Future maturities of debt obligations are as follows as of December 31, 2005:

2006   $ 7,155
2007     3,990
2008     379
2009     285
   
    $ 11,809
   

6. INCOME TAXES

        The provision for income taxes is based on income before income taxes from continuing operations as follows (in thousands):

 
  For the year
ended
December 31,
2005

  For the year
ended
December 31,
2004

  For the year
ended
December 31,
2003

Domestic   $ 782   $ 3,151   $ 900
Foreign     699     258     67
   
 
 
Income before income taxes   $ 1,481   $ 3,409   $ 967
   
 
 

        Components of the total provision for income taxes are as follows (in thousands):

 
  For the year ended
December 31,
2005

  For the year ended
December 31,
2004

  For the year ended
December 31,
2003

 
Current provision (benefit):                    
  Domestic   $ 73   $ 131   $ (441 )
  Foreign     324     127     20  
   
 
 
 
  Total current provision (benefit)     396     258     (421 )
Deferred provision (benefit):                    
  Domestic     274     1,063     440  
  Foreign     (112 )   (162 )    
   
 
 
 
  Total deferred provision     162     901     440  
   
 
 
 
Provision for income taxes   $ 558   $ 1,159   $ 19  
   
 
 
 

39


        The provision for income taxes differs from the amount determined by applying the federal statutory rate as follows (in thousands):

 
  For the year
ended
December 31,
2005

  For the year
ended
December 31,
2004

  For the year
ended
December 31,
2003

 
Tax provision, computed at statutory rate   $ 504   $ 1,159   $ 328  
State tax, net of federal impact     62     150     88  
Nondeductible expenses     28     30     48  
Permanent tax deductions     (24 )   (109 )    
Adjustments to prior year accruals(1)     52         (144 )
Effect of changes in enacted tax law     (18 )   (124 )    
Prior year state tax refund(2)             (298 )
Change in valuation allowance     (37 )        
Other     (9 )   53     (3 )
   
 
 
 
Provision for income taxes   $ 558   $ 1,159   $ 19  
   
 
 
 

(1)
Adjustments relate to the resolution of certain prior year income tax related issues.

(2)
Refund relates to the realization of a prior year state income tax refund for Motor Products from periods prior to the acquisition.

        The tax effects of significant temporary differences and credit and operating loss carryforwards that give rise to the net deferred tax assets are as follows (in thousands):

 
  December 31, 2005
  December 31, 2004
 
Deferred tax assets:              
  Allowances and other accrued liabilities   $ 645   $ 303  
  Restricted stock     13      
  Tax credit carryforwards     233     233  
  Net operating loss carryforwards     408     1,002  
   
 
 
  Total deferred tax assets     1,299     1,538  
  Valuation allowance     (315 )   (352 )
   
 
 
  Net deferred tax assets     984     1,186  
   
 
 
Deferred tax liabilities:              
  Property, plant and equipment     (1,081 )   (1,170 )
  Goodwill and intangibles     (781 )   (1,134 )
   
 
 
  Total deferred tax liabilities     (1,862 )   (2,304 )
   
 
 
Net deferred tax liabilities   $ (878 ) $ (1,118 )
   
 
 

40


        The net deferred tax liabilities are classified as follows in the accompanying consolidated balance sheets (in thousands):

 
  December 31, 2005
  December 31, 2004
 
Current deferred tax assets   $ 402   $ 1,186  
Non-current deferred tax assets     582      
Non-current deferred tax liabilities     (1,862 )   (2,304 )
   
 
 
Net deferred tax assets   $ (878 ) $ (1,118 )
   
 
 

        The Company has domestic tax credit carryforwards of $233,000 expiring in 2006 and 2007 and a domestic net operating loss carryforward of $1,132,000 expiring in 2023 through 2024.

        Realization of the Company's net deferred tax asset is dependent upon the Company generating sufficient taxable income in the appropriate tax jurisdictions in future years to obtain benefit from the reversal of net deductible temporary differences and from utilization of net operating losses and tax credit carryforwards. The Company has recorded a valuation allowance due to the uncertainty related to the realization of certain deferred tax assets existing at December 31, 2005. The amount of deferred tax assets considered realizable is subject to adjustment in future periods if estimates of future taxable income are changed. Management believes that it is more likely than not that the Company will realize the benefits of its net deferred tax assets, net of valuation allowances as of December 31, 2005.

7. STOCK COMPENSATION

    Allied Motion Stock Incentive Plan

        The Company's Stock Incentive Plan provides for the granting of stock awards, including stock options, stock appreciation rights and restricted stock, to employees and non-employee directors of the Company.

41


        Option and restricted stock activity during years 2005, 2004 and 2003, was as follows:

 
   
  Stock
Options

  Restricted
Stock

 
 
  Common Stock
available for
grant

  Number of
Shares

  Weighted Average
Exercise Price

  Number of
Shares

 
Balances, December 31, 2002   270,640   1,192,330   3.21      
  Granted   (197,000 ) 197,000          
  Forfeited   45,900   (65,900 )        
   
 
         
Balances, December 31, 2003   119,540   1,323,430   3.00      
  Additional shares authorized   400,000            
  Granted   (404,600 ) 404,600          
  Forfeited   3,500   (11,000 )        
  Exercised     (29,160 )        
   
 
         
Balances, December 31, 2004   118,440   1,687,870   3.48      
  Granted   (47,000 )         47,000  
  Forfeited   32,667   (38,317 )     (3,000 )
  Exercised     (200,903 )      
   
 
     
 
Balances, December 31, 2005   104,107   1,448,650   3.62   44,000  
   
 
     
 

        Exercise prices for options outstanding and exercisable at December 31, 2005 are as follows:

 
  Range of Exercise Prices
  Total
 
  $1.13-$2.90
  $3.20-$4.83
  $5.46-$6.72
  $1.13-$6.72
Options Outstanding:                
  Number of options   718,500   488,900   241,250   1,448,650
  Weighted average exercise price   $2.44   $4.15   $6.03   $3.62
  Weighted average remaining contractual life   3.2 years   5.1 years   4.6 years   4.1 years
Options Exercisable:                
  Number of options   704,500   480,233   241,250   1,425,983
  Weighted average exercise price   $2.45   $4.17   $6.03   $3.64

        Under the terms of the plan, options may not be granted at less than 85% of fair value. All options granted to date have been granted at fair value as of the date of grant. Options granted through December 31, 2003 generally become exercisable evenly over three years starting one year from the date of grant and expire seven years from the date of grant. Options granted in 2004 became exercisable on December 31, 2004.

        During 2005, 47,000 shares of nonvested restricted stock were awarded with a value of $3.91 per share. The value at the date of grant is amortized to compensation expense over the related three year vesting period. During 2005, compensation expense of $36,000 was recorded. None of the restricted shares awarded are vested as of December 31, 2005. The shares will vest one-third in each of 2006, 2007 and 2008.

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        In December 2004, the Financial Accounting Standards Board (FASB) issued SFAS No. 123R, "Share-Based Payment" (SFAS 123R), which supersedes APB Opinion 25 and related interpretations. SFAS 123R requires companies to measure and recognize compensation expense for all stock-based payments at fair value. SFAS 123R is effective for all interim periods beginning after December 15, 2005 and, thus, will be effective for the Company beginning with the first quarter of 2006. For outstanding awards accounted for under APB No. 25 or SFAS No. 123, stock compensation expense must be recognized in earnings for the portion of those awards for which the requisite service has not yet been rendered, based upon the grant date fair value of such awards calculated under SFAS 123.

    Allied Motion Employee Stock Purchase Plan

        Until December 31, 2005, the Employee Stock Purchase Plan (ESPP) provided for the issuance of shares of capital stock through payroll deductions. Employees who choose to participate in the ESPP receive an option to purchase capital stock at a discount equal to the lower of 85 percent of the fair market value of the capital stock on the first or last day of an offering period. Employees purchased 58,000, 29,000 and 37,000 shares under the ESPP during 2005, 2004 and 2003, respectively.

    Allied Motion Employee Stock Ownership Plan

        The Company sponsors an Employee Stock Ownership Plan (ESOP) that covers all U.S. employees who work over 1,000 hours per year. The terms of the ESOP require the Company to make an annual contribution equal to the greater of i) the Board established percentage of pretax income before the contribution (5% in 2005, 2004 and 2003) or ii) the annual interest payable on any note outstanding to the Company. Company contributions to the Plan were $78,000, $181,000 and $51,000 accrued for 2005, 2004 and 2003, respectively. Contributions were used to repay the loan as discussed below and/or acquire newly issued shares of the Company. During 2005 and 2003, contributions were used to acquire 2,000 and 17,000 shares, respectively.

        During 2003, the Company loaned $200,000 to the ESOP so that the ESOP could acquire 130,719 newly issued shares of the Company's common stock. The shares issued to the ESOP were pledged as collateral for the debt. Company contribution amounts are used in the following year to repay the debt or acquire new shares for the plan. During 2005 and 2004, accrued contributions used to repay the loan balance were $155,000 and $45,000, respectively. During 2005, the loan balance was repaid in full. As the debt was repaid, shares were released from collateral and allocated to active employees, based on the proportion of debt service paid in the year compared to the total debt service estimated for the current and future years.

    Allied Motion Employee Stock Repurchase Program

        Up until December 31, 2005, the Company offered a stock repurchase program whereby up to $125,000 per year could be used to repurchase shares of common stock from employees at fair value. The Company repurchased 2,000, 6,000 and 2,000 shares during 2005, 2004 and 2003 respectively. This program ended December 31, 2005.

8. LOANS RECEIVABLE FOR STOCK

        At December 31, 2004 the Company had $155,000 receivable from its ESOP. This represents the unpaid balance of the original $200,000 the Company loaned to the Plan during 2003. The note bore

43



an annual interest rate of 5.75% and was scheduled to mature May 31, 2018. The ESOP used contributions from the Company to repay the loan balance. On March 15, 2005, the 2004 contribution amount of $181,000 was used to repay the loan balance and purchase 2,000 shares of newly issued shares of the Company.

9. COMMITMENTS AND CONTINGENCIES

    Operating Leases

        At December 31, 2005, the Company maintains leases for certain facilities and equipment. The Company has entered into facility agreements, some of which contain provisions for future rent increases. The total amount of rental payments due over the lease term is being charged to rent expense on the straight-line method over the term of the lease. The difference between rent expense recorded and the amount paid is credited or charged to "Deferred rent obligation," which is included in "Accrued liabilities and other" in the accompanying Balance Sheet. Minimum future rental commitments under all non-cancelable operating leases are as follows (in thousands):

Year ending December 31,

  Total
2006   $ 598
2007     431
2008     438
2009     354
2010     252
Thereafter     632
   
    $ 2,705
   

        Rental expense was $715,000, $551,000, and $468,000 in Years 2005, 2004 and 2003, respectively.

    Capital Leases

        The Company leases certain machinery and equipment under agreements that are classified as capital leases. The cost of equipment under capital leases included in the accompanying consolidated balance sheets as property, plant and equipment was $680,000 and $610,000 at December 31, 2005 and 2004, respectively. Accumulated amortization of the leased equipment at December 31, 2005 and December 31, 2004 was $229,000 and $106,000, respectively. Amortization of assets under capital leases is included in depreciation expense.

44


        The future minimum lease payments required under the capital leases and the present value of the net minimum lease payments as of December 31, 2005, are as follows (in thousands):

Year ending December 31,

   
2006   $ 205
2007     93
2008     4
   
Total minimum lease payments     302
Less: amount representing interest and other     30
   
Present value of net minimum lease payments     272
Less: Current maturities of capital lease obligations     180
   
Long-term capital lease obligations   $ 92
   

    Severance Benefit Agreements

        The Company has entered into annually renewable severance benefit agreements with seven key employees which, among other things, provide inducement to the employees to continue to work for the Company during and after any period of threatened takeover. The agreements provide the employees with specified benefits upon the subsequent severance of employment in the event of change in control of the Company and are effective for 24 months thereafter. The amount of salary and bonus that could be required to be paid under these contracts, if such events occur, totaled approximately $1,822,000 and $1,731,000, respectively as of December 31, 2005 and 2004. In addition to the salary, severance benefits include payment of 20% of annual salary for life, disability, accident and health insurance for 24 months and a pro-rata calculation of bonus for the current year.

    Litigation

        The Company is involved in certain actions that have arisen out of the ordinary course of business. Management believes that resolution of the actions will not have a significant adverse affect on the Company's consolidated financial position or results of operations.

10. PENSION AND POSTRETIREMENT WELFARE PLANS

    Pension Plan

        Motor Products has a defined benefit pension plan covering substantially all of its hourly union employees hired prior to April 10, 2002. The benefits are based on years of service, the employee's compensation during the last three years of employment, and accumulated employee contributions.

45


        The following tables provide a reconciliation of the change in benefit obligation, the change in plan assets and the net amount recognized in the Consolidated Balance Sheet at December 31, 2005 and December 31, 2004 (in thousands):

 
  December 31,
2005

  December 31,
2004

 
Change in projected benefit obligation:              
Projected benefit obligation at beginning of period   $ 3,882   $ 3,245  
Service cost     113     90  
Employee contributions     14     13  
Interest cost     214     197  
Actuarial loss     74     542  
Benefits paid     (201 )   (205 )
   
 
 
Projected benefit obligation at end of period   $ 4,096   $ 3,882  
   
 
 
Change in plan assets:              
Fair value of plan assets at beginning of period   $ 3,238   $ 3,131  
Actual return on plan assets     168     299  
Employee contributions     14     13  
Benefits and expenses paid     (201 )   (205 )
   
 
 
Fair value of plan assets at end of period   $ 3,219   $ 3,238  
   
 
 

 


 

December 31, 2005


 

December 31, 2004


 
Excess of projected benefit obligation over fair value of plan
assets
  $ 877   $ 644  
Unrecognized loss     (263 )   (74 )
   
 
 
Accrued pension cost   $ 614   $ 570  
Additional minimum liability     191      
   
 
 
    $ 805   $ 570  
   
 
 

        The accumulated benefit obligation for the pension plan was $4,024,000 at December 31, 2005 and $3,773,000 at December 31, 2004.

        Components of net periodic pension expense included in the consolidated statements of operations for years 2005, 2004 and 2003 are as follows (in thousands):

 
  For the year
ended
December 31,
2005

  For the year
ended
December 31,
2004

  For the year
ended
December 31,
2003

 
Service cost   $ 113   $ 90   $ 85  
Interest cost on projected benefit obligation     214     197     185  
Expected return on assets     (282 )   (273 )   (241 )
   
 
 
 
Net periodic pension expense   $ 45   $ 14   $ 29  
   
 
 
 

46


        The weighted average assumptions used to determine benefit obligations were as follows:

 
  December 31,
2005

  December 31,
2004

Discount rate   5.50%   5.75%
Rate of compensation increases   5.00%   5.00%

        The weighted average assumptions used to determine net periodic benefit cost are as follows:

 
  For the year
ended
December 31,
2005

  For the year
ended
December 31,
2004

Discount rate   5.50%   5.75%
Expected long-term rate of return on plan assets   9.00%   9.00%
Rate of compensation increases   5.00%   5.00%

        Quarterly contributions were not required for 2005. The minimum required contribution for 2005 of $74,446 will be paid by the date the Company files its U.S. income tax return or September 15, 2006, whichever is earlier. The Company expects to contribute approximately $75,000 to the pension plan for 2006.

        The pension plan assets allocation at December 31, 2005 and 2004 were as follows:

 
  December 31,
2005

  December 31,
2004

Cash equivalents   4%   1%
Equity securities   71%   70%
Fixed income securities   25%   29%
   
 
Total   100%   100%
   
 

        The pension assets are managed by an outside investment manager. The Company's investment policy with respect to pension assets is to make investments solely in the interest of the participants and beneficiaries of the plans and for the exclusive purpose of providing benefits accrued and defraying the reasonable expenses of administration. The Company strives to maintain investment diversification to assist in minimizing the risk of large losses.

    Postretirement Welfare Plan

        Motor Products provides postretirement medical insurance and life insurance benefits to employees hired before January 1, 1994 who retire from Motor Products. Partial contributions from retirees are required for the medical insurance benefits. The Company's portion of the medical insurance premiums are funded from the general assets of the Company. The Company recognizes the expected cost of providing such post-retirement benefits during employees' active service periods.

47


        The following tables provide a reconciliation of the change in the accumulated postretirement benefit obligation and the net amount recognized in the Consolidated Balance Sheet at December 31, 2005 and December 31, 2004 (in thousands):

 
  December 31,
2005

  December 31,
2004

 
Change in postretirement benefit obligation:              
Accumulated postretirement benefit obligation at beginning of period   $ 3,522   $ 2,136  
Service cost     68     46  
Interest cost     191     146  
Actuarial loss     2,464     1,272  
Benefits paid     (122 )   (78 )
   
 
 
Accumulated postretirement benefit obligation at end of period   $ 6,123   $ 3,522  
   
 
 

Accrued postretirement benefit cost at the beginning of period

 

$

2,502

 

$

2,388

 
Net periodic postretirement cost     300     192  
Employer contribution     (122 )   (78 )
Other     18      
   
 
 
Accrued postretirement benefit cost at end of period   $ 2,698   $ 2,502  
   
 
 

        In determining the accumulated postretirement benefit obligation at December 31, 2005, the Company's blended insurance premium rate for all active and retiree participants in the Company's medical insurance plans was used. The blended rate is higher than the rate would be for retiree participants only. The Company intends to re-determine the rate to use for 2006 based on a revision of retiree benefits.

        Net periodic postretirement benefit costs included in the consolidated statements of operations for years 2005, 2004 and 2003, and are as follows (in thousands):

 
  For the year ended December 31,
 
 
  2005
  2004
  2003
 
Service cost   $ 68   $ 46   $ 61  
Interest cost     191     146     122  
Amortization of loss (gain)     41         (5 )
   
 
 
 
Total   $ 300   $ 192   $ 178  
   
 
 
 

48


        For measurement purposes, an annual rate of increase in the per capita cost of covered health care benefits was assumed. The rate was assumed to decrease gradually to the ultimate rate by a said year, and remain at that level thereafter, per the following:

 
  December 31,
2005

  December 31,
2004

Annual rate of increase per capita of covered health care benefits   11.25%   12.00%
Ultimate rate   5.00%   5.00%
Year ultimate rate is reached   2014   2013

        Postretirement medical liabilities can be extremely sensitive to changes in the assumed rate of future medical increases, and, therefore the healthcare cost trend rate assumption has a significant effect on the amounts reported. To illustrate, increasing the assumed healthcare cost trend rates by one percentage point in each year would increase the accumulated postretirement benefit obligation as of December 31, 2005 by $1,233,800 and the aggregate of the service cost and interest cost components of the net periodic postretirement benefit cost for year 2005 by $59,600. Decreasing the assumed healthcare postretirement benefit obligation as of December 31, 2005 by 1% decreases the accumulated postretirement benefit obligation by $953,600 and the aggregate of the service cost and interest cost components of the net periodic postretirement benefit cost for year 2005 by $45,200. The weighted average discount rate used in determining the accumulated postretirement benefit obligation was 5.50% and 5.75% as of December 31, 2005 and 2004, respectively. The weighted average discount rate used to determine the net periodic postretirement benefit cost was 5.50% for 2005 and 5.75% for 2004.

        The Company expects to contribute approximately $79,000 to the postretirement welfare plan during 2006.

11. RESTRUCTURING CHARGES

        Restructuring charges include the costs associated with the Company's strategy of reducing its facility requirements and implementing lean manufacturing initiatives. These charges consist of costs that are incremental to the Company's ongoing operations and, for Years 2004 and 2003, include employee termination related charges. The Company recorded restructuring charges of zero, $10,000 and $211,000 for the years ended December 31, 2005, 2004 and 2003, respectively.

        At December 31, 2005, there were no outstanding liabilities related to the restructuring charges included in accrued liabilities and other in the consolidated balance sheet.

12. SEGMENT INFORMATION

        SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information" requires disclosure of operating segments, which as defined, are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance.

        The Company operates in one segment for the manufacture and marketing of motion control products for original equipment manufacturers and end user applications. In accordance with SFAS No. 131, the Company's chief operating decision maker has been identified as the Office of the President and Chief Operating Officer, which reviews operating results to make decisions about

49



allocating resources and assessing performance for the entire company. SFAS No. 131, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under SFAS No. 131 due to their similar customer base and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes. Since the Company operates in one segment, all financial information required by SFAS No. 131 can be found in the accompanying consolidated financial statements and within this note.

        The Company's wholly owned foreign subsidiary, Premotec, located in Dordrecht, The Netherlands and is included in the accompanying consolidated financial statements. Financial information related to the foreign subsidiary is summarized below (in thousands):

 
  For the year ended and as of December 31,
 
  2005
  2004
  2003
Revenues derived from foreign subsidiaries   $ 13,790   $ 5,018   $ 773
Identifiable assets     7,981     8,927     34

        Sales to customers outside of the United States were $20,096,000 $13,737,000, and $7,371,000, in years 2005, 2004 and 2003.

        During Years 2005 and 2004, no single customer accounted for more than 10% of total revenues.

13. ISSUANCE OF RESTRICTED STOCK

        During 2004, the Company issued 198,177 shares of unregistered restricted common stock under the terms of a Stock Purchase Agreement. The purchasers of these shares were certain trusts and pension plans, the beneficiaries of which are Michel Robert and members of his immediate family. The $1,000,000 aggregate purchase price for the shares represented the fair value of the stock at the time the Company received the purchase price. Subsequent to the issuance of shares, Mr. Robert was appointed as a director of the Company.

14. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

        Selected quarterly financial data for each of the four quarters in years 2005, 2004 and 2003 is as follows (in thousands, except per share data):

Year 2005

  First
Quarter

  Second
Quarter

  Third
Quarter

  Fourth
Quarter

Revenues   $ 18,455   $ 18,913   $ 18,043   $ 18,891
Gross margin     4,088     4,224     4,198     3,674
Net income     168     368     383     4
Basic income per share     .03     .06     .06     .00
Diluted income per share     .02     .05     .06     .00

50



Year 2004


 

First
Quarter


 

Second
Quarter


 

Third
Quarter


 

Fourth
Quarter

Revenues   $ 11,248   $ 15,104   $ 18,042   $ 18,344
Gross margin     3,047     4,064     4,563     4,784
Net income     427     608     612     603
Basic income per share     .09     .11     .10     .10
Diluted income per share     .08     .10     .09     .09

Year 2003


 

First
Quarter


 

Second
Quarter


 

Third
Quarter


 

Fourth
Quarter

Revenues   $ 9,176   $ 9,736   $ 9,838   $ 10,684
Gross margin     2,203     2,553     2,292     3,219
Net Income (loss)     (149 )   302     403     392
Basic income (loss) per share     (.03 )   .06     .08     .08
Diluted income (loss) per share     (.03 )   .06     .08     .07

51



Item 9A. Controls and Procedures.

        The Company's controls and procedures include those designed to ensure that material information is accumulated and communicated to the Company's management as appropriate to allow timely decisions regarding required disclosure. As of December 31, 2005 the Company's chief executive officer and chief financial officer evaluated the effectiveness of the Company's disclosure controls and procedures designed to ensure that information is recorded, processed, summarized and reported in a timely manner as required by Exchange Act reports such as this Form 10-K and concluded that they are effective.

        There has not been any change in the Company's internal controls over financial reporting during the quarter ended December 31, 2005 that has materially affected or is reasonably likely to materially affect, the Company's internal control over financial reporting.


PART III

Item 10. Directors and Executive Officers of the Registrant.

        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.


Item 11. 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.


Item 12. 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. Also incorporated by reference is the information in the table under the heading "Equity Compensation Plan" included in Item 5 of the Form 10-K.


Item 13. Certain Relationships and Related Transactions.

        Prior to its termination by mutual consent on April 28, 2005 the Company entered into a Consulting Agreement, effective September 1, 1998, with Eugene E. Prince, who resigned from the offices of President and Chief Executive Officer on August 13, 1998 and retired from employment with the Company effective August 31, 1998. Under the Consulting Agreement, he would be compensated for providing consulting services to the Company as requested by the Chief Executive Officer. During years 2005, 2004 and 2003, the Transition Period and fiscal year 2002, Mr. Prince was not paid for providing any consulting services.


Item 14. 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.

52




PART IV

Item 15. Exhibits and Financial Statement Schedules.

a)
The following documents are filed as part of this Report:

1.
Financial Statements

a)
Consolidated Balance Sheets as of December 31, 2005 and December 31, 2004.

b)
Consolidated Statements of Operations for the years ended December 31, 2005, 2004 and 2003.

c)
Consolidated Statements of Stockholders' Investment and Comprehensive Income for the years 2005, 2004 and 2003.

d)
Consolidated Statements of Cash Flows for the years 2005, 2004 and 2003.

e)
Notes to Consolidated Financial Statements.

f)
Report of Independent Registered Public Accounting Firm.

2.
Financial Statement Schedules

      II.    Valuation and Qualifying Accounts.

    3.
    Exhibits

Exhibit
No.

  Subject

3.1

 

Restated Articles of Incorporation filed with the Colorado Secretary of State on November 13, 1989. (Incorporated by reference to Exhibit 3.1 to the Company's Form S-3 Registration Statement as filed on September 17, 2004.)

3.2

 

Amendment to Articles of Incorporation filed with the Colorado Secretary of State on September 29, 1993. (Incorporated by reference to Exhibit 3.2 to the Company's Form S-3 Registration Statement as filed on September 17, 2004.)

3.3

 

Amendment to Articles of Incorporation filed with the Colorado Secretary of State on October 31, 2002. (Incorporated by reference to Exhibit 3.3 to the Company's Form S-3 Registration Statement as filed on September 17, 2004.)

3.4

 

By-laws of the Company, amended and restated as of February 16, 2006.

 10.0*

 

The Amended 1991 Incentive and Nonstatutory Stock Option Plan dated August 1, 1998. (Incorporated by reference to Exhibit 10.19 to the Company's Form 10-K for the fiscal year ended June 30, 1998.)

 10.1*

 

Year 2000 Stock Incentive Plan. (Incorporated by reference to Exhibit A to the Company's Proxy Statement dated September 21, 2000.)

 10.2*

 

2001 Employee Stock Purchase Plan. (Incorporated by reference to Exhibit B to the Company's Proxy Statement dated September 21, 2000.)

10.3

 

Stock Purchase Agreement among Motor Products—Owosso Corporation, Motor Products—Ohio Corporation, Owosso Corporation and Hathaway Motion Control Corporation. (Incorporated by reference to Exhibit 10.21 to the Company's Form 10-K for the fiscal year ended June 30, 2002.)
     

53



10.4

 

Agreement and Plan of Merger, dated as of February 10, 2004, by and among Allied Motion Technologies Inc., AMOT Inc. and Owosso Corporation. (Incorporated by reference to the Company's Form S-4/A as filed on March 26, 2004.)

10.5

 

Share Purchase Agreement dated July 23, 2004 by and among Premotec Holding B.V., Premotec Beheer B.V., Allied Motion Technologies Netherlands BV, and Allied Motion Technologies Inc. (Incorporated by reference to Exhibit 2 to the Company's Form 8-K dated August 23, 2004.)

 10.6*

 

Amendment No. 1 to the Year 2000 Stock Incentive Plan. (Incorporated by reference to Exhibit B to the Company's Proxy Statement dated September 30, 2002.)

 10.7*

 

Employment Agreement between Allied Motion Technologies Inc. and Richard D. Smith, effective August 1, 2003. (Incorporated by reference to Exhibit 10.11 to the Company's Form 10-K for the year ended December 31, 2003.)

 10.8*

 

Change of Control Agreement between Allied Motion Technologies Inc. and Richard D. Smith, effective July 24, 2003. (Incorporated by reference to Exhibit 10.12 to the Company's Form 10-K for the year ended December 31, 2003.)

 10.9*

 

Employment Agreement between Allied Motion Technologies Inc. and Richard S. Warzala, effective March 1, 2003. (Incorporated by reference to Exhibit 10.13 to the Company's Form 10-K for the year ended December 31, 2003.)

 10.10*

 

Change of Control Agreement between Hathaway Corporation and Richard S. Warzala, effective May 1, 2002. (Incorporated by reference to Exhibit 10.14 to the Company's Form 10-K for the year ended December 31, 2003.)

 10.11*

 

Amendment No. 2 to the Year 2000 Stock Incentive Plan. (Incorporated by reference to Exhibit B to the Company's Proxy Statement dated March 29, 2004.)

10.12

 

Revolving Credit and Security Agreement dated May 7, 2004 between Allied Motion Technologies Inc. and certain subsidiaries of Allied Motion Technologies, PNC Bank, National Association and Silicon Valley Bank. (Incorporated by reference to Exhibit 99.1 to the Company's Form 8-K dated February 8, 2005.)

10.13

 

Term Loan and Security Agreement dated May 7, 2004 between Allied Motion Technologies Inc. and certain subsidiaries of Allied Motion Technologies and PNC Bank, National Association. (Incorporated by reference to Exhibit 99.2 to the Company's Form 8-K dated February 8, 2005.)

10.14

 

Term Loan and Security Agreement dated May 7, 2004 between Allied Motion Technologies Inc. and certain subsidiaries of Allied Motion Technologies and Silicon Valley Bank. (Incorporated by reference to Exhibit 99.3 to the Company's Form 8-K dated February 8, 2005.)

10.15

 

First Amendment to Revolving Credit and Security Agreement, Term Loan and Security Agreements, and Related Documents dated as of August 23, 2004. (Incorporated by reference to Exhibit 99.4 to the Company's Form 8-K dated February 8, 2005.)
     

54



10.16

 

Second Amendment to Revolving Credit and Security Agreement, Term Loan and Security Agreements, and Related Documents dated as of November 15, 2004. (Incorporated by reference to Exhibit 99.5 to the Company's Form 8-K dated February 8, 2005.)

10.17

 

Third Amendment to Revolving Credit and Security Agreement, Term Loan and Security Agreements, and Related Documents dated as of July 11, 2005.

10.18

 

Fourth Amendment to Revolving Credit and Security Agreement, Term Loan and Security Agreements, and Related Documents dated as of November 1, 2005.

14.1

 

Code of Ethics for chief executive officer, president and senior financial officers adopted October 23, 2003. (Incorporated by reference to Exhibit 14.1 to the Company's Form 10-K for the year ended December 31, 2003.)

21

 

List of Subsidiaries

23

 

Consent of KPMG LLP.

31.1

 

Certification of the Chief Executive Officer and Chief Financial 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.

31.2

 

Certification of the President and Chief Operating 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.

32

 

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*Denotes management contract or compensatory plan or arrangement.

55



SIGNATURES

        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.

 

 

By:

/s/  
RICHARD D. SMITH      
Richard D. Smith
Chief Executive Officer,
Chief Financial Officer and Director


Date: March 24, 2006

        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.

Signatures

  Title
  Date

 

 

 

 

 
/s/  RICHARD D. SMITH      
Richard D. Smith
  Chief Executive Officer, Chief Financial Officer and Director   March 24, 2006

/s/  
DELWIN D. HOCK      
Delwin D. Hock

 

Chairman of the Board of Directors

 

March 24, 2006

/s/  
EUGENE E. PRINCE      
Eugene E. Prince

 

Director

 

March 24, 2006

/s/  
GEORGE J. PILMANIS      
George J. Pilmanis

 

Director

 

March 24, 2006

/s/  
GRAYDON D. HUBBARD      
Graydon D. Hubbard

 

Director

 

March 24, 2006

/s/  
MICHEL M. ROBERT      
Michel M. Robert

 

Director

 

March 24, 2006

56



ALLIED MOTION TECHNOLOGIES INC.

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS
(In thousands)

 
  Balance at
Beginning of
Period

  Charged to
Costs and
Expenses

  Deductions
from
Reserves

  Other
  Balance
at End of
Period

Year Ended
December 31, 2005:
                             
  Reserve for bad debts   $ 235   $ 146   $ (92 ) $ (8 ) $ 281
  Reserve for excess or obsolete inventories   $ 1,496   $ 586   $ (348 ) $ (52 ) $ 1,682
  Valuation allowance for deferred tax assets   $ 352   $   $ (37 ) $   $ 315
   
 
 
 
 

Year Ended
December 31, 2004:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Reserve for bad debts   $ 106   $ 61   $ (32 ) $ 100   $ 235
  Reserve for excess or obsolete inventories   $ 805   $ 136   $ (242 ) $ 797   $ 1,496
  Valuation allowance for deferred tax assets   $ 352   $ 59   $ (59 ) $   $ 352
   
 
 
 
 

Year Ended
December 31, 2003:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Reserve for bad debts   $ 148   $ 47   $ (89 ) $   $ 106
  Reserve for excess or obsolete inventories   $ 1,024   $ 135   $ (354 ) $   $ 805
  Valuation allowance for deferred tax assets   $ 424   $   $ (72 ) $   $ 352
   
 
 
 
 

57