ALLIENT INC - Quarter Report: 2013 June (Form 10-Q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

Quarterly Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2013

Commission File Number

0-04041

ALLIED MOTION TECHNOLOGIES INC.

(Exact name of Registrant as Specified in Its Charter)

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

455 Commerce Drive, Suite 4

Amherst, New York 14228

(Address of Principal Executive offices, including zip code)

(716) 242-8634

(Registrant’s Telephone Number, Including Area Code)

23 Inverness Way East, Suite 150

Englewood, Colorado 80112

(Former Address, if Changed Since Last Report)

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 ninety (90) days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o

Accelerated filer o

Non-accelerated filer o
(Do not check if a smaller reporting company)

Smaller reporting company x

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

Number of Shares of the only class of Common Stock outstanding: 8,846,194 as of August 12, 2013

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ALLIED MOTION TECHNOLOGIES INC.

INDEX

			Page No.

PART I. FINANCIAL INFORMATION

	Item 1.	Financial Statements

		Unaudited Condensed Consolidated Balance Sheets June 30, 2013 and December 31, 2012	1

		Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income for the three and six months ended June 30, 2013 and 2012	2

		Unaudited Condensed Consolidated Statements of Cash Flows For the six months ended June 30, 2013 and 2012	3

		Unaudited notes to Condensed Consolidated Financial Statements	4

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results Of Operations	9

	Item 4.	Controls and Procedures	17

PART II.	OTHER INFORMATION

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18

	Item 6.	Exhibits	18

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ALLIED MOTION TECHNOLOGIES INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands, except per share data)

(Unaudited)

	June 30, 2013			December 31, 2012
Assets
Current Assets:
Cash and cash equivalents	$	11,256		$	9,728
Trade receivables, net of allowance for doubtful accounts of $167 and $177 at June 30, 2013 and December 31, 2012, respectively	11,803			10,806
Inventories, net	13,974			14,701
Deferred income taxes	695			639
Prepaid expenses and other assets	897			2,155
Total Current Assets	38,625			38,029
Property, plant and equipment, net	9,065			8,631
Deferred income taxes	4,064			4,103
Intangible assets, net	2,228			2,431
Other long-term assets, net	2,572			1,991
Goodwill	5,692			5,782
Total Assets	$	62,246		$	60,967
Liabilities and Stockholders’ Equity
Current Liabilities:
Debt obligations	567			397
Accounts payable	6,046			5,748
Accrued liabilities	4,560			5,926
Total Current Liabilities	11,173			12,071
Deferred income taxes	875			935
Deferred compensation arrangements	2,570			1,997
Pension and post-retirement obligations	3,755			3,812
Total Liabilities	18,373			18,815
Commitments and Contingencies
Stockholders’ Equity:
Common stock, no par value, authorized 50,000 shares; 8,845 and 8,631 shares issued and outstanding at June 30, 2013 and December 31, 2012, respectively	23,365			22,547
Preferred stock, par value $1.00 per share, authorized 5,000 shares; no shares issued or outstanding	—			—
Retained earnings	21,885			20,528
Accumulated other comprehensive loss	(1,377		)	(923		)
Total Stockholders’ Equity	43,873			42,152
Total Liabilities and Stockholders’ Equity	$	62,246		$	60,967

See accompanying notes to consolidated financial statements.

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ALLIED MOTION TECHNOLOGIES INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(In Thousands, except per share data)

(Unaudited)

	For the three months ended June 30,						For the six months ended June 30,
	2013			2012			2013			2012
Revenues	$	25,352		$	26,836		$	50,495		$	53,683
Cost of products sold	17,817			18,685			35,437			37,895
Gross margin	7,535			8,151			15,058			15,788

Operating costs and expenses:
Selling	1,214			1,290			2,507			2,655
General and administrative	2,715			2,978			5,584			5,854
Engineering and development	1,658			1,563			3,405			3,116
Business development costs	565			—			638			—
Relocation costs	234			—			234			—
Amortization of intangible assets	85			166			169			340
Total operating costs and expenses	6,471			5,997			12,537			11,965
Operating income	1,064			2,154			2,521			3,823

Other income (expense), net:
Interest expense	(8		)	(3		)	(17		)	(10		)
Other income , net	132			373			96			319
Total other income, net	124			370			79			309
Income before income taxes	1,188			2,524			2,600			4,132
Provision for income taxes	(369		)	(707		)	(821		)	(1,157		)

Net income	$	819		$	1,817		$	1,779		$	2,975

Foreign currency translation adjustment	6			(955		)	(454		)	(440		)
Comprehensive income	$	825		$	862		$	1,325		$	2,535

Basic net income per share:
Net income per share	$	0.09		$	0.21		$	0.20		$	0.35
Basic weighted average common shares	8,806			8,675			8,766			8,621

Diluted net income per share:
Net income per share	$	0.09		$	0.21		$	0.20		$	0.35
Diluted weighted average common shares	8,806			8,675			8,766			8,621

See accompanying notes to consolidated financial statements.

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ALLIED MOTION TECHNOLOGIES INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)

	For the six months ended June 30,
	2013			2012
Cash Flows From Operating Activities:
Net income	$	1,779		$	2,975
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	830			980
Stock compensation expense	501			286
Other	(241		)	339
Changes in assets and liabilities:
Trade receivables	(1,080		)	(872		)
Inventories, net	637			(856		)
Prepaid expenses and other assets	37			(1,103		)
Accounts payable	327			1,198
Accrued liabilities	(49		)	(2,371		)
Net cash provided by operating activities	2,741			576

Cash Flows From Investing Activities:
Consideration paid for acquisition	—			(1,350		)
Purchase of property and equipment	(1,170		)	(1,532		)
Net cash used in investing activities	(1,170		)	(2,882		)

Cash Flows From Financing Activities:
Borrowings on line of credit	160			—
Dividends paid	(422		)	(418		)
Stock transactions under employee benefit stock plans	414			347
Net cash provided by (used in) financing activities	152			(71		)

Effect of foreign exchange rate changes on cash	(195		)	(55		)

Net increase (decrease) in cash and cash equivalents	1,528			(2,432		)

Cash and cash equivalents at beginning of period	9,728			9,155

Cash and cash equivalents at end of period	$	11,256		$	6,723

See accompanying notes to consolidated financial statements.

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1. Basis of Preparation and Presentation

Allied Motion Technologies Inc. (the Company) is engaged in the business of designing, manufacturing and selling motion control products to a broad spectrum of customers throughout the world.

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

The assets and liabilities of the Company’s foreign subsidiaries are translated into U.S. dollars using end of period exchange rates. Changes in reported amounts of assets and liabilities of foreign subsidiaries that occur as a result of changes in exchange rates between foreign subsidiaries’ functional currencies and the U.S. dollar are included in foreign currency translation adjustment. Foreign currency translation adjustment is included in accumulated other comprehensive income, a component of stockholders’ equity in the accompanying condensed consolidated balance sheets. Revenue and expense transactions use an average rate prevailing during the month of the related transaction. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency of each Technology Unit (“TU”) are included in the results of operations as incurred.

The condensed consolidated financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission and include all adjustments which are, in the opinion of management, necessary for a fair presentation. Certain information and footnote disclosures normally included in financial statements which are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. The Company believes that the disclosures herein are adequate to make the information presented not misleading. The financial data for the interim periods may not necessarily be indicative of results to be expected for the year.

The preparation of financial statements in accordance with U.S. GAAP 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 revenue and expenses during the reporting period. Actual results could differ from those estimates.

It is suggested that the accompanying condensed interim financial statements be read in conjunction with the Consolidated Financial Statements and related Notes to such statements included in the Annual Report on Form 10-K for the year ended December 31, 2012 that was previously filed by the Company.

2. Inventories

Inventories, valued at the lower of cost (first-in, first-out basis) or market, are as follows (in thousands):

	June 30, 2013			December 31, 2012
Parts and raw materials	$	11,722		$	13,174
Work-in process	1,713			1,504
Finished goods	2,574			2,096
	16,009			16,774
Less reserves	(2,035		)	(2,073		)
Inventories, net	$	13,974		$	14,701

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3. Property, Plant and Equipment

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

	June 30, 2013			December 31, 2012
Land	$	290		$	290
Building and improvements	3,881			3,713
Machinery, equipment, tools and dies	14,295			13,483
Furniture, fixtures and other	4,070			3,996
	22,536			21,482
Less accumulated depreciation	(13,471		)	(12,851		)
Property, Plant and Equipment, net	$	9,065		$	8,631

Depreciation expense was $348,000 and $325,000 for the quarters ended June 30, 2013 and 2012, respectively. Depreciation expense was $661,000 and $640,000 for the six months ended June 30, 2013 and 2012, respectively.

4. Stock-Based Compensation

Stock Incentive Plans

The Company’s Stock Incentive Plans provide for the granting of stock awards, including restricted stock, stock options, and stock appreciation rights, to employees and non-employees, including directors of the Company.

Restricted Stock

For the six months ended June 30, 2013, 175,213 shares of unvested restricted stock were awarded at a market value of $7.03. Of the restricted shares granted, 58,909 shares have performance based vesting conditions. The value of the shares is amortized to compensation expense over the related service period, which is normally three years, or over the estimated performance period. Shares of unvested restricted stock are forfeited if a recipient leaves the Company before the vesting date. Shares that are forfeited become available for future awards.

The following is a summary of restricted stock activity for the six months ended June 30, 2013:

	Number of Shares
Outstanding at beginning of period	243,124
Granted	175,213
Forfeited	(1,282	)
Vested	(143,266	)
Outstanding at end of Period	273,789

For the quarters ended June 30, 2013 and 2012, stock compensation expense, net of forfeitures, of $277,000 and $146,000 was recorded, respectively. For the six-months ended June 30, 2013 and 2012, stock compensation expense, net of forfeitures, of $501,000 and $286,000 was recorded, respectively.

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5. Dividends per Share

The Company declared and paid a quarterly dividend of $0.025 per share in each of the first and second quarter of 2013 and 2012. Total dividends paid in the first six months of 2013 and 2012 were $422,000 and $418,000, respectively.

6. Segment Information

ASC Topic “Segment Reporting” 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 the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, 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 “Segment Reporting” 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 “Segment Reporting” can be found in the accompanying condensed consolidated financial statements and within this note.

The Company’s wholly owned foreign subsidiaries, located in The Netherlands, Sweden, Canada, and Asia are included in the accompanying condensed consolidated financial statements. Financial information related to the foreign subsidiaries is summarized below (in thousands):

	For the three months ended June 30,				For the six months ended June 30,
	2013		2012		2013		2012

Revenues derived from foreign subsidiaries	$	11,674	$	11,482	$	22,767	$	22,314

Identifiable assets as of June 30,	$	28,110	$	24,739

Sales to customers outside of the United States by all subsidiaries were $11,708,000 and $11,403,000 during the quarters ended June 30, 2013 and 2012, respectively, and $24,013,000 and $23,733,000 for the six months ended June 30, 2013 and 2012, respectively.

During the quarters and six months ended June 30, 2013 and 2012, no single customer accounted for more than 10% of total revenues.

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7. Intangible Assets

Intangible assets on the Company’s condensed consolidated balance sheets consist of the following (in thousands):

	June 30, 2013			December 31, 2012			Estimated Life
Amortizable intangible assets
Customer lists	$	4,327		$	4,364		8-10 years
Trade name	946			946			10 years
Design and technologies	2,587			2,626			8-10 years
Patents	24			24
Accumulated amortization	(5,656		)	(5,529		)
Total intangible assets	$	2,228		$	2,431

Amortization expense for intangible assets was $85,000 and $166,000 for the quarters ended June 30, 2013 and 2012, respectively, and $169,000 and $340,000 for the six months ended June 30, 2013 and 2012, respectively.

8. Goodwill

The change in the Company’s goodwill during the six months ended June 30, 2013 is summarized in the table below (in thousands):

Balance, December 31, 2012	$	5,782
Foreign currency translation	(90		)
Balance, June 30, 2013	$	5,692

9. Debt Obligations

Debt obligations consisted of the following (in thousands):

	June 30, 2013		December 31, 2012
Credit Agreement, revolving line-of-credit	$	—	$	—
China Credit Facility, 5.9% at June 30, 2013	$	567	$	397

The Company’s Credit Agreement, which matures October 26, 2014, provides revolving credit up to $4 million and €3 million. At June 30, 2013, approximately $7,900,000 ($4,000,000 and € 3,000,000) was available under the Credit Agreement.

The Credit Agreement contains certain financial covenants related to maximum leverage, minimum fixed charge coverage and minimum tangible net worth of the Company. The Company was in compliance with all covenants at June 30, 2013.

Approximately $700,000 (€ 300,000 and 2,100,000 Swedish Krona (“SEK”)) was available under bank overdraft facilities in Europe.

The Company also has a Credit Line Facility in China providing credit of approximately $700,000 (Chinese Renminbi (“RMB”) 4,500,000). This facility will be used for working capital needs at the Company’s China operations, and will mature in October 2013. At June 30, 2013, there was approximately $160,000 (RMB 1,000,000) available under the facility.

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10. Business development costs

The Company incurred approximately $565,000 of business development costs in the quarter ended June 30, 2013 and $638,000 for the six months ended June 30, 2013. These costs relate to a potential acquisition and are included in Business development costs on the Consolidated Statement of Operations and Comprehensive Income.

11. Relocation costs

The Company incurred $234,000 of relocation costs in the quarter ended June 30, 2013 in relation to the move of the Company’s corporate office and personnel to Amherst, New York. This relocation occurred and was completed in the second quarter of 2013. Costs of relocation are included in Relocation costs on the Consolidated Statement of Operations and Comprehensive Income.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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 those associated with the present economic circumstances in the United States and throughout Europe, 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 corporate 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 loss of significant customers or enforceability of the Company’s contracts in connection with a merger, acquisition, disposition, bankruptcy, or otherwise, 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 successfully integrate an acquired business into the Company’s business model without substantial costs, delays, or problems, the ability of the Company to establish low cost region manufacturing and component sourcing capabilities, and the ability of the Company to control costs, including relocation 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.

2nd Quarter Overview

Revenues for the quarter ended June 30, 2013 were down 6% from the second quarter of 2012. The 6% decrease in sales is primarily due to a decrease in sales to our U.S. customers. The Company experienced decreases in nearly all markets partially offset by an increase in our industrial markets. The Company’s revenues did increase each of the last two quarters, providing some indication that the overall decline in revenues that the Company experienced in 2012 may be turning around.

As we’ve stated previously, many of our orders are received as blanket orders covering 12 to 18 months of demand, and the timing of such impacts reported incoming levels. As such, we are no longer including the full value of the blanket orders when received and will only report them as bookings once a

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release date has been provided from the customer. With that said, bookings for the quarter ended June 30, 2013 were $26.4 million compared to last year’s bookings of $23.7 million using the prior methodology and $23.5 million using the new methodology. Backlog as of June 30, 2013 was $26.9 million using the new methodology and was $35.4 million using the prior methodology compared to $36.7 million as of June 30, 2012.

Net income was $819,000 for the quarter, or $0.09 per diluted share, compared to $1,817,000, or $0.21 per diluted share for 2012. Most of our operating units and served markets experienced decreased levels of business when compared to the second quarter of 2012. As a company, we are well diversified and not dependent on any one specific market which we believe provides us with some protection during a decline.

From a Cash Flow perspective, our cash net of debt position increased by $1.4 million from December 31, 2012. We also continued a quarterly dividend program in 2013, providing $0.10 per share in dividends to shareholders for the trailing twelve months, or a dividend payout ratio of 21% when compared to the earnings per share of $0.48. The Company also continued to invest in capital equipment to expand production capacity in its China facilities, as well as to facilitate the transition to the Company’s new ERP system.

Operating Results

Quarter Ended June 30, 2013 compared to Quarter Ended June 30, 2012

	For the three months ended June 30,						Increase (decrease)
(in thousands)	2013			2012			$			%

Revenues	$	25,352		$	26,836		$	(1,484	)	(6	)%
Cost of products sold	17,817			18,685			(868		)	(5	)%
Gross margin	7,535			8,151			(616		)	(8	)%
Gross margin percentage	30		%	30		%	—			—

Operating costs and expenses:
Selling	1,214			1,290			(76		)	(6	)%
General and administrative	2,715			2,978			(263		)	(9	)%
Engineering and development	1,658			1,563			95			6	%
Business development costs	565			—			565			100	%
Relocation costs	234			—			234			100	%
Amortization of intangible assets	85			166			(81		)	(49	)%
Total operating costs and expenses	6,471			5,997			474			8	%
Operating income	1,064			2,154			(1,090		)	(51	)%
Interest expense	(8		)	(3		)	5
Other income, net	132			373			(241		)
Income before income taxes	1,188			2,524			(1,336		)	(53	)%
Provision for income taxes	(369		)	(707		)	338			48	%
Net income	$	819		$	1,817		$	(998	)	(55	)%

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NET INCOME AND ADJUSTED NET INCOME The Company reported net income of $819,000, or $0.09 per diluted share for the quarter ended June 30, 2013, compared to $1,817,000, or $0.21 per diluted share for the same quarter last year.

Adjusted net income for the quarter ended June 30, 2013 and 2012, respectively, was $1,362,000 and $1,595,000. Adjusted diluted earnings per share for the second quarter of 2013 and 2012 respectively, was $0.15 and $0.18 respectively. Adjusted net income and adjusted diluted earnings per share are non-GAAP measurements. Adjusted net income excludes $565,000($384,000 net of tax) of business development costs and $234,000($159,000 net of tax) in expenses related to the move of our corporate offices (including staff) to Amherst, NY. Additionally, Adjusted net income for the second quarter of 2012 excludes $301,000($222,000 net of tax) received from a previous landlord to terminate a building lease early. See information included in “Non - GAAP Measures” below for a reconciliation of net income to Adjusted net income.

EBITDA AND ADJUSTED EBITDA EBITDA was $1,613,000 for the second quarter of 2013 compared to a $3,018,000 for the same quarter last year. Adjusted EBITDA was $2,689,000 and $2,863,000 for the second quarter of 2013 and 2012, respectively. EBITDA and adjusted EBITDA are non-GAAP measurements. EBITDA consists of income before interest expense, provision for income taxes, and depreciation and amortization. Adjusted EBITDA excludes stock compensation expense and certain other items. See information included in “Non - GAAP Measures” below for a reconciliation of net income to EBITDA and adjusted EBITDA.

REVENUES Revenues were $25,352,000 for the quarter ended June 30, 2013 compared to $26,836,000 for the quarter ended June 30, 2012. Overall, the Company experienced decreases in the electronics, medical, vehicle, distribution, and aerospace and defense markets, partially offset by an increase in the industrial market due to general economic conditions.

Sales to U.S. customers accounted for 54% and 58% of our sales in the quarter ended June 30, 2013 and 2012, respectively, with the balance to customers primarily in Europe, Asia and Canada. Sales volumes for the quarter ended June 30, 2013 decreased by 7%, but were offset 1% due to the weakening of the dollar against the Euro and the SEK over the same period of last year.

ORDER BACKLOG Beginning in 2013, we are no longer including the full value of blanket purchase orders when received from customers and will only report them as bookings when they are released to production. To ensure an accurate comparison, we will also present bookings and backlog throughout 2013 in the same manner as the prior year. Bookings for the quarter ended June 30, 2013 were $26.4 million compared to last year’s bookings of $23.7 million using the prior method and were $23.5 million using the new method. Backlog as of June 30, 2013 was $26.9 million using the new method and was $35.4 million using the prior method compared to $36.7 million as of June 30, 2012.

GROSS MARGIN Gross margin as a percentage of revenues was 30% for the quarters ended June 30, 2013 and 2012, respectively.

SELLING EXPENSES Selling expenses in the second quarter were $1,214,000 compared to $1,290,000 for the second quarter of last year. The 6% decrease is due to lower commissions based on lower sales, as well as the transfer of certain personnel from selling to engineering.

GENERAL AND ADMINISTRATIVE EXPENSES General and administrative expenses were $2,715,000 in the quarter ended June 30, 2013 compared to $2,978,000 in the quarter ended June 30, 2012. The 9% decrease is comprised of decreases in incentive bonuses, partially offset by higher restricted stock compensation expense, higher salaries due to a higher headcount, as well as increased ERP costs.

ENGINEERING AND DEVELOPMENT EXPENSES Engineering and development expenses were $1,658,000 in the second quarter of 2013 and $1,563,000 in the same quarter last year. The 6% increase over the same period of last year is primarily due to the transfer of certain personnel from selling to engineering.

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BUSINESS DEVELOPMENT COSTS The Company incurred $565,000 of business development costs during the second quarter of 2013 in conjunction with a potential acquisition.

RELOCATION COSTS The Company incurred $234,000 of relocation costs in the quarter ended June 30, 2013 in relation to the move of the Company’s corporate office and personnel to Amherst, New York. This relocation occurred and was completed in the second quarter of 2013.

AMORTIZATION OF INTANGIBLE ASSETS Amortization of intangible assets expense was $85,000 in the quarter ended June 30, 2013 and $166,000 in the same quarter last year. Amortization expense decreased $81,000, or 49%, as certain intangible assets became fully amortized in 2012.

OTHER INCOME, NET Other income was $132,000 for the quarter ended June 30, 2013 compared to $373,000 for the same period of last year. The income reported in 2012 is primarily due to a payment received from a former landlord for early termination of the Company’s building lease in Sweden, net of moving expenses.

INCOME TAXES Provision for income taxes was $369,000 and $707,000 for the second quarter of 2013 and 2012, respectively. The Company uses an estimate of the annual effective rate to calculate and record income taxes based on the projected results for the fiscal year and the facts and circumstances known at each interim period. The Company is subject to tax in the U.S. and multiple other tax jurisdictions. Judgment is required in determining the worldwide provision for income taxes and in recording the related tax assets and liabilities. The effective income tax rate as a percentage of income before income taxes was 31% and 28% for the quarters ended June 30, 2013 and 2012, respectively. The effective rate is higher than the same quarter of last year primarily due to changes in the income mix from jurisdictions with differences in tax rates, as well as certain foreign tax and other adjustments recorded in 2012 which lowered the Company’s effective rate for 2012. The effective tax rate is lower than the statutory rate for both periods primarily due to lower tax rates in foreign jurisdictions as well as certain permanent book tax differences.

Six Months Ended June 30, 2013 compared to Six Months Ended June 30, 2012

	For the six months ended June 30,						Increase (decrease)
(in thousands)	2013			2012			$			%

Revenues	$	50,495		$	53,683		$	(3,188	)	(6	)%
Cost of products sold	35,437			37,895			(2,458		)	(6	)%
Gross margin	15,058			15,788			(730		)	(5	)%
Gross margin percentage	30		%	29		%	—			1	%

Operating costs and expenses:
Selling	2,507			2,655			(148		)	(6	)%
General and administrative	5,584			5,854			(270		)	(5	)%
Engineering and development	3,405			3,116			289			9	%
Business development costs	638			—			638			100	%
Relocation costs	234			—			234			100	%
Amortization of intangible assets	169			340			(171		)	(50	)%
Total operating expenses	12,537			11,965			572			5	%
Operating income	2,521			3,823			(1,302		)	(34	)%
Interest expense	(17		)	(10		)	7
Other income , net	96			319			(223		)	(70	)%
Income before income taxes	2,600			4,132			(1,532		)	(37	)%
Provision for income taxes	(821		)	(1,157		)	336			29	%
Net income	$	1,779		$	2,975		$	(1,196	)	(40	)%

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NET INCOME AND ADJUSTED NET INCOME The Company reported net income of $1,779,000 or $0.20 per diluted share for the six months ended June 30, 2013, compared to $2,975,000 or $0.35 per diluted share for the six months ended June 30, 2012.

Adjusted net income for the six months ended June 30, 2013 and 2012, respectively, was $2,372,000 and $2,931,000. Adjusted diluted earnings per share for the first six months of 2013 and 2012 respectively, was $0.27 and $0.34 respectively. Adjusted net income and adjusted diluted earnings per share are non-GAAP measurements. Adjusted net income excludes $638,000($434,000 net of tax) of business development costs and $234,000($159,000 net of tax) in expenses related to the move of our corporate offices (including staff) to Amherst, NY. Additionally, Adjusted net income for the first six months of 2012 excludes $301,000($222,000 net of tax) received from a previous landlord to terminate a building lease early. See information included in “Non - GAAP Measures” below for a reconciliation of net income to Adjusted net income.

EBITDA AND ADJUSTED EBITDA EBITDA was $3,447,000 for the six months ended June 30, 2012 compared to a $5,122,000 for the same period last year. Adjusted EBITDA was $4,820,000 and $5,345,000 for the six months ended June 30, 2013 and 2012, respectively. EBITDA and Adjusted EBITDA are non-GAAP measurements. EBITDA consists of income before interest expense, provision for income taxes, and depreciation and amortization. Adjusted EBITDA excludes stock compensation expense and certain other items. See information included in “Non - GAAP Measures” below for a reconciliation of net income to EBITDA and Adjusted EBITDA.

REVENUES Revenues were $50,495,000 for the six months ended June 30, 2013 compared to $53,683,000 for the six months ended June 30, 2012. Overall, the Company experienced decreases in the electronics, medical, vehicle, distribution, and aerospace and defense markets, partially offset by an increase in the industrial market, due to general economic conditions.

Sales to U.S. customers accounted for 52% and 56% of our sales in the first six months of 2013 and 2012, respectively, with the balance to customers primarily in Europe, Canada and Asia. Sales volumes for the six months ended June 30, 2013 decreased by 7%, but were offset 1% due to the weakening of the dollar against the Euro and the SEK over the same period of last year.

GROSS MARGINS Gross margin as a percentage of revenues was 30% and 29% for the six months ended June 30, 2013 and 2012, respectively. The lower gross margins in 2012 were due to a one-time charge in 2012 to cover the estimated cost of replacing products in the field due to an incorrect component used by one of the Company’s suppliers.

SELLING EXPENSES Selling expenses were $2,507,000 and $2,655,000 for the six months ended June 30, 2013 and 2012 respectively. The 6% decrease is due to a decrease in commissions based on the lower sales, as well as the transfer of certain personnel from selling to engineering.

GENERAL AND ADMINISTRATIVE EXPENSES General and administrative expenses were $5,584,000 for the six months ended June 30, 2013 compared to $5,854,000 for the six months ended June 30, 2012. The 5% decrease is comprised of decreases in incentive bonuses, partially offset by higher restricted stock compensation expense, higher salaries due to higher headcount, as well as increased ERP costs.

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ENGINEERING AND DEVELOPMENT EXPENSES Engineering and development expenses were $3,405,000 for the six months ended June 30, 2013 and $3,116,000 for the same period last year. The 9% increase over the same period of last year is due to the transfer of certain personnel from selling to engineering, as well as personnel additions to our engineering department.

BUSINESS DEVELOPMENT COSTS The Company incurred $638,000 of business development costs during the first six months of 2013 in conjunction with a potential acquisition.

AMORTIZATION OF INTANGIBLE ASSETS Amortization of intangible assets was $169,000 for the six months ended June 30, 2013 and $340,000 for the same period last year. The 50% decrease is due to certain intangibles that became fully amortized in 2012.

OTHER INCOME, NET Other income was $96,000 for the six months ended June 30, 2013 compared to $319,000 for the first six months of 2012. The income reported in 2012 is primarily due to a payment received from a former landlord for early termination of the Company’s building lease in Sweden, net of moving expenses.

INCOME TAXES Provision for income taxes was $821,000 and $1,157,000 for the six months ended June 30, 2013 and 2012, respectively. The effective rate used to record income taxes is based on projected results for the fiscal year. The effective income tax rate as a percentage of income before income taxes was 32% and 28% for the six months ended June 30, 2013 and 2012, respectively. The effective rate is higher for the first six months of 2013 primarily due to changes in the income mix from jurisdictions with differences in tax rates, as well as certain foreign tax and other adjustments recorded in 2012 which lowered the Company’s effective rate for 2012.

Non-GAAP Measures

EBITDA, Adjusted EBITDA, Adjusted net income and Adjusted diluted earnings per share are provided for information purposes only and are not measures of financial performance under generally accepted accounting principles. Management believes the presentation of these financial measures reflecting non-GAAP adjustments provides important supplemental information in evaluating the operating results of the Company as distinct from results that include items that are not indicative of ongoing operating results; in particular, those charges and credits that are not directly related to operating unit performance, and that are not a helpful measure of the performance of our underlying business particularly in light of their unpredictable nature. This non-GAAP disclosure has limitations as an analytical tool, should not be viewed as a substitute for net income determined in accordance with GAAP, and should not be considered in isolation or as a substitute for analysis of the Company’s results as reported under GAAP, nor is it necessarily comparable to non-GAAP performance measures that may be presented by other companies. In addition, this supplemental presentation should not be construed as an inference that the Company’s future results will be unaffected by similar adjustments to net income determined in accordance with GAAP.

The Company believes EBITDA is often a useful measure of a Company’s operating performance and is a significant basis used by the Company’s management to measure the operating performance of the Company’s business because EBITDA excludes charges for depreciation, amortization and interest expense that have resulted from our debt financings, as well as our provision for income tax expense. EBITDA is frequently used as one of the bases for comparing businesses in the Company’s industry.

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The Company also believes that Adjusted EBITDA provides helpful information about the operating performance of its business. Adjusted EBITDA excludes stock compensation expense, as well as certain income or expenses which are not indicative of the ongoing performance of the Company. EBITDA and Adjusted EBITDA do 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.

The Company’s calculation of EBITDA and Adjusted EBITDA for the three and six months ended June 30, 2013 and 2012 is as follows (in thousands):

	For the three months ended June 30,					For the six months ended June 30,
	2013		2012			2013		2012

Net income	$	819	$	1,817		$	1,779	$	2,975
Interest expense	8		3			17		10
Provision for income tax	369		707			821		1,157
Depreciation and amortization	417		491			830		980
EBITDA	1,613		3,018			3,447		5,122
Stock compensation expense	277		146			501		286
Relocation costs	234		—			234		—
Business development costs	565		—			638		—
Concession payment from former landlord	—		(301		)	—		(301		)
Non-recurring replacement costs	—		—			—		238
Adjusted EBITDA	$	2,689	$	2,863		$	4,820	$	5,345

Allied Motion’s management uses “Adjusted net income” in their analysis of the Company’s performance. This measure, as used by Allied Motion in past quarters adjusts net income determined in accordance with GAAP to reflect changes in financial results associated with the highlighted charges and income items.

The Company’s calculation of Adjusted net income and Adjusted diluted earnings per share for the three and six months ended June 30, 2013 and 2012 is as follows (in thousands):

	For the three months ended June 30,					For the six months ended June 30,
	2013		2012			2013		2012
Net income	$	819	$	1,817		$	1,779	$	2,975
Non-GAAP adjustments, net of tax
Relocation costs	159		—			159		—
Business development costs	384		—			434		—
Concession payment from landlord	—		(222		)	—		(222		)
Non-recurring replacement costs	—		—			—		178
Adjusted net income	$	1,362	$	1,595		$	2,372	$	2,931

Per Share Amounts
Adjusted diluted earnings per share	$	0.15	$	0.18		$	0.27	$	0.34
Diluted weighted average common shares	8,806		8,675			8,766		8,621

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Liquidity and Capital Resources

The Company’s liquidity position as measured by cash and cash equivalents increased $1,528,000 to a balance of $11,256,000 at June 30, 2013. This increase compares to a decrease of $2,432,000 for the same period last year. During the first six months of 2013, operations provided $2,741,000 in cash compared to $576,000 for the same period of 2012. The increase in cash provided from operations is primarily due to lower incentive bonus payments and lower tax payments when compared to the same period of last year.

Net cash used in investing activities was $1,170,000 and $2,882,000 for the first six months of 2013 and 2012, respectively. The decrease is primarily due to the final portion of consideration for the Östergrens acquisition of $1,350,000 being paid in the first quarter of 2012. In the six months ended June 30, 2013, purchases of property and equipment were $1,170,000 compared to $1,532,000 for the same period of last year.

Net cash provided by financing activities was $152,000 for the six months ended June 30, 2013 compared to cash used of $71,000 for the same period last year. The increase in 2013 is due to borrowings that have occurred in 2013, whereas there were no borrowings for the same period of last year.

The Company’s Credit Agreement, as amended, is used for borrowing needs that may occur in the United States and Europe. The Credit Agreement expires on October 26, 2014. The Credit Agreement provides revolving credit up to $4 million and €3 million.

The Company also has a Credit Facility in China providing credit of approximately $700,000 (RMB 4,500,000) to provide financing availability for working capital needs for the Company’s subsidiaries in China. The average outstanding borrowings for the quarter ended June 30, 2013 was $566,000. There is approximately $160,000 (RMB 1,000,000) available under the facility at June 30, 2013.

As of June 30, 2013, the amount available to borrow under the Company’s various lines-of-credit was approximately $8,050,000.

The Company also has bank overdraft facilities with foreign banks in Europe. The facilities had no outstanding balance as of June 30, 2013. The amount available under the overdraft facilities was approximately $700,000 (€ 300,000 and 2,100,000 SEK).

During the six months ended June 30, 2013, the Company has paid dividends of $0.05 per share. The Company’s working capital, capital expenditure and dividend requirements are expected to be funded from cash provided by operations and amounts available under the Company’s credit facilities.

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 in the Annual Report on Form 10-K for the year ended December 31, 2012. 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 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:

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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 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.

Item 4. 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. Under the supervision and with the participation of management, 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-Q and concluded that as of the end of the Company’s most recent fiscal quarter they are effective.

There have not been any changes in the Company’s internal controls over financial reporting during the quarter ended June 30, 2013 that have materially affected or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

				Total Number of
				Shares Purchased as	Maximum Number of
	Total Number	Average		Part of Publicly	Shares that May Yet Be
	of Shares	Price Paid		Announced Plans or	Purchased Under the
Period	Purchased	per Share		Programs	Plans or Programs
04/01/12 to 04/30/12	11,950	$	6.94	—	—
05/01/12 to 05/31/12	—	—		—	—
06/01/12 to 06/30/12	—	—		—	—
Total	11,950	$	6.94	—	—

Item 6. Exhibits

(a) Exhibits

31.1 Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification of the 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.

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

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

101 The following materials from Allied Motion Technologies Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, formatted in XBRL (eXtensible Business Reporting Language): (i) condensed consolidated balance sheets, (ii) condensed consolidated statements of operations and comprehensive income, (iii) condensed consolidated statements of cash flows and (iv) the notes to the consolidated financial statements.*

* Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

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SIGNATURES

Pursuant to the requirements 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.

DATE:	August 14, 2013	ALLIED MOTION TECHNOLOGIES INC.

		By:	/s/ Robert P. Maida
			Robert P. Maida
		Chief Financial Officer