UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Mark One)
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For the transition period from to |
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(Exact name of registrant as specified in its charter)
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Securities registered pursuant to Section 12(b) of the Act:
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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ◻
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 ◻
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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer" "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ◻ | Non-accelerated filer ◻ | Smaller reporting company | Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
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 $
Number of shares of the only class of Common Stock outstanding:
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s Proxy Statement for the 2024 Annual Meeting of Shareholders are incorporated into Part III.
Table of Contents
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Disclosure Regarding Forward-Looking Statements
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 to differ materially from the expected results described in the forward-looking statements. The risks and uncertainties include those associated with: the domestic and foreign general business and economic conditions in the markets we serve, including political and currency risks and adverse changes in local legal and regulatory environments; the severity, magnitude and duration of weather, natural disaster, or pandemic-related events, including impacts of businesses’ and governments’ responses to such events on our operations and personnel, and on commercial activity and demand across our and our customers’ businesses, and on global supply chains; the ability to protect the Company’s intellectual property; our ability to sustain, manage or forecast our growth and product acceptance to accurately align capacity with demand; the continued success of our customers and the ability to realize the full amounts reflected in our order backlog as revenue; the loss of significant customers or the enforceability of the Company’s contracts in connection with a merger, acquisition, disposition, bankruptcy, or otherwise; our ability to meet the technical specifications of our customers; the performance of subcontractors or suppliers and the continued availability of parts and components; failure of a key information technology system, process or site or a breach of information security, including a cybersecurity breach, ransomware, or failure of one or more key information technology systems, networks, processes, associated sites or service providers; changes in government regulations; the availability of financing and our access to capital markets, borrowings, or financial transactions to hedge certain risks; the ability to attract and retain qualified personnel, and in particular those who can design new applications and products for the motion industry; the ability to implement our corporate strategies designed for growth and improvement in profits including to identify and consummate favorable acquisitions to support external growth and the development of new technologies; the ability to successfully integrate an acquired business into our business model without substantial costs, delays, or problems; our ability to control costs, including the establishment and operation of low cost region manufacturing and component sourcing capabilities; and the additional risk factors discussed under “Item 1A. Risk Factors” in Part I of this report. Actual results, events and performance may differ materially from the Company’s forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements as a prediction of actual results. Any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise over time, and it is not possible for us to predict the occurrence of those matters or the manner in which they may affect us. 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 believed to have a reasonable basis; however, the Company makes no assurance that expectations, beliefs or projections will be achieved.
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PART I
All dollar amounts are in thousands except share and per share amounts.
Item 1. Business.
OVERVIEW
Effective August 23, 2023, Allied Motion Technologies Inc. (“Allied Motion”) changed its name to Allient Inc. (“Allient” or the “Company”). In conjunction with the name change, Allient’s ticker symbol has changed from “AMOT” to “ALNT”. The name change reflects the Company’s commitment to and progress in transforming its business from a products-based business in motion control to a solutions-oriented company that addresses its customers’ requirements for Motion, Controls and Power technologies for a multitude of applications.
We are a global company that designs, manufactures and sells precision and specialty controlled motion components and systems used in a broad range of industries. Our target markets include Industrial, Vehicle, Medical, and Aerospace & Defense (A&D). We are headquartered in Amherst, NY, and have global production operations and sell to markets across the United States, Canada, South America, Europe and Asia-Pacific. We are known worldwide for our expertise in electro-magnetic, mechanical and electronic motion technology. We sell component and integrated controlled motion solutions to end customers and OEMs through our own direct sales force and authorized manufacturers’ representatives and distributors. Our products and solutions include nano precision positioning systems, servo control systems, motion controllers, digital servo amplifiers and drives, brushless servo, torque, and coreless motors, brush motors, integrated motor-drives, gear motors, gearing, incremental and absolute optical encoders, active (electronic) and passive (magnetic) filters for power quality and harmonic issues, Industrial safety rated input/output Modules, Universal Industrial Communications Gateways, light-weighting technologies, and other controlled motion-related products.
Allient was established in 1962 under the laws of Colorado and operates in the United States, Canada, Mexico, Europe and Asia-Pacific. We are headquartered in Amherst, New York and the mailing address of our corporate headquarters is 495 Commerce Drive, Suite 3, Amherst, New York 14228. The telephone number at this location is (716) 242-8634. Our website is www.allient.com. We trade under the ticker symbol “ALNT” on the NASDAQ exchange.
The Company maintains a website at www.allient.com. We make available, free of charge on or through our website our 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 we electronically file or furnish such materials to the SEC.
We have a Code of Ethics for our chief executive officer and president and senior financial officers regarding their obligations in the conduct of Company affairs. We also have a Code of Ethics and Business Conduct that is applicable to all directors, officers and employees. The Codes are available on our website. We intend to disclose on our 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 Global Market. A copy of both Codes is also available in print to any stockholder upon written request addressed to Allient Inc., 495 Commerce Drive, Suite 3, Amherst, NY 14228-2313, Attention: Secretary.
Recent Events
In 2023 we refined our strategy to expand our vertical market focus to accelerate our growth. Throughout its history, the Company has expanded our capabilities to be a leading global provider of motion solutions. More recently, we have been building our controls and power technologies, both organically and through acquisitions. The evolution of these additional pillars of our business enhances our overall value proposition, expands our addressable markets and is aligned with mega technology trends. These advancements required us to refine our strategy to leverage the value opportunity that exists in three technology pillars – Motion, Controls and Power. In addition, we are structuring our organization with focused market selling and support teams to increase solution sales opportunities under our new brand -Allient. This refined strategy is reflected in the change of our corporate name from Allied Motion Technologies Inc. to Allient Inc, short for Allied Nexus Technologies. Allient captures the opportunity that exists at the nexus of these three technology pillars and recognizes the unique capabilities the combination offers.
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Beginning in 2022 and continuing into 2023, inflation negatively impacted our input costs and pricing, primarily for labor and materials. We, our customers, and our suppliers also experienced the effect of a higher interest rate environment. Gross domestic product growth slowed throughout 2022 largely due to the widespread impacts of inflation, increasing interest rates, and more restrictive financial conditions. While gross domestic products began to rebound in 2023, the factors contributing to supply chain disruptions, labor shortages, and global inflation remained persistent into 2023, along with elevated geopolitical instability. There are varying degress of impact on our customers, and thus our business around the world, with Europe experiencing the greatest amount of stress in 2023.
The current geopolitical conflicts are creating higher levels of economic uncertainty and increased volatility with respect to energy prices, interest rates, our supply chain, and certain customer ordering patterns. We are closely monitoring the developments and continue to adjust our production platform to react to changing customer ordering patterns and realize efficiencies. The impact of the conflicts on our operational and financial performance will depend on future developments that cannot be predicted.
Changing order patterns, supply chain disruptions, and the evolution of our business have required us to carry larger inventories in 2023 and 2022 to meet the needs of our customers, especially as they return to a new normal after the disruptions caused by the COVID-19 pandemic. In addition, aerospace and defense customers ordering patterns continue to change quickly based on the geopolitical conflicts and sovereign governments priorities and budgets to address those conflicts.
RECENT ACQUISITIONS
Sierramotion: On September 22, 2023, the Company acquired 100% of the interest in Sierramotion Inc. (“Sierramotion”), a privately-owned company specializing in designing and engineering turn-key motion components and mechatronic (mechanical, electrical, and control) solutions for robotic, medical, industrial, defense, semiconductor, and other precision applications. Sierramotion has experience and know-how designing and applying products in electro-mechanical systems with moving magnets or moving coils for rotary, linear, and arc shaped applications. They provide customized design and integration capabilities, testing, performance simulations, prototype development, and low volume production for a variety of high precision and custom critical applications.
Airex, LLC: On June 17, 2022, the Company acquired 100% of the membership interests of Airex, LLC (“Airex”), a privately-owned New Hampshire headquartered developer of high precision electromagnetic products and solutions for the aerospace and defense, life sciences, semiconductor, and commercial industrial applications. Airex combines its patented winding technology with robotic manufacturing to produce linear motors – ironless and iron core, rotary motors, voice coils, wound electromagnetic components and sub-components. Airex expands the Company’s motor offerings as well as enhances its quality systems to support broad mission critical defense programs, as well as other high demanding industries such as life sciences and semiconductor. All operations of Airex were moved from New Hampshire to our Tulsa, Oklahoma facility in late 2023.
FPH Group: On May 30, 2022, the Company acquired 100% of the direct and indirect legal and beneficial ownership of the shares of FPH Group Inc., a corporation incorporated pursuant to the laws of the Province of Ontario and the membership interests of Transtar International, LLC, a Michigan limited liability company, collectively “FPH”. FPH is an Ontario, Canada headquartered industry leader in the development of technically advanced, reliable and cost-effective electrical drive systems which provide high torque and precision motion for the defense industry, as well as light weighting technologies for existing and future ground-based vehicles in the defense industry. FPH provides concept engineering, prototyping, validation, and production. FPH also develops composites, advanced materials and hybrid products and solutions that achieve significant weight reduction and higher strength. This acquisition provides the Company with a deeper penetration within defense applications including the necessary manufacturing licenses and certifications.
ThinGap, Inc.: On May 24, 2022, the Company acquired 100% of the outstanding stock of ThinGap, Inc. (“ThinGap”), a privately-owned California headquartered developer and manufacturer of high performance, zero clogging slotless motors for use in aerospace, defense, and medical applications that require precise performance in a compact, yet high-torque-to-volume solutions. ThinGap designs, engineers, and manufactures low profile, brushless DC motor kits and assemblies that utilize a proprietary wave-wound stator architecture and highly optimized rotors. ThinGap expands the
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Company’s precision motion capabilities and advances its strategy to provide integrated motion solutions in the robotics, semiconductor, and instrumentation markets.
MARKETS AND APPLICATIONS
The Company’s growth strategy is focused on becoming the recognized leader in designing products and innovating controlled motion solutions in its selected target markets by further developing its products and service platform to utilize multiple Allient technologies to provide enhanced solutions, products, and value for its customers. Our strategy further defines Allient as being a “technology/know-how” driven company and to remain successful, the company continuously invests in its area of excellence.
This platform development emphasizes a combination of technologies to create enhanced products, solutions, and value to meet the emerging needs of the Company’s selected target markets. The emphasis on new opportunities has driven the Company from being an individual component provider to becoming a solutions provider emphasizing the utilization of multiple Company technologies in a system solution approach. In addition to enhanced products, solutions, and value for our customers, this approach is allowing the Company to improve margins. We expect our recent acquisitions will further drive our success. Our strong financial condition, along with Allient Systematic Tools (“AST”) continuous improvement initiatives in quality, delivery, and cost provide a positive outlook for the continued long-term growth and profitability of the Company.
The Company sells its products and solutions into a subset of the following broad markets:
Industrial: products and solutions are used in factory automation, specialty equipment, material handling equipment, commercial grade floor polishers and cleaners, commercial building equipment such as welders, cable pullers and assembly tools, the handling, inspection, and testing of components and final products such as PCs, high definition printers, tunable lasers and spectrum analyzers for the fiber optic industry, test and processing equipment for the semiconductor manufacturing industry, power quality products to filter distortion caused by variable frequency drives and other power electronic equipment, nano technology motion systems in silicon photonics, micro assembly, digital pathology, genome sequencing, laser processing and microelectronics, PLC manufacturers and distributors.
Vehicle: electronic power steering and drive-by-wire applications to electrically replace, or provide power-assist to, a variety of mechanical linkages, traction / drive systems and pumps, automated and remotely guided power steering systems, various high performance vehicle applications, actuation systems (e.g., lifts, slide-outs, covers, etc.), HVAC systems, solutions to improve energy efficiency of vehicles while idling and alternative fuel systems such as liquified petroleum gas (“LPG”), fuel cell and hybrid vehicles. Vehicle types include off- and on-road construction and agricultural equipment; trucks, buses, boats, utility, recreational (e.g., RVs, ATVs (all-terrain vehicles), specialty automotive, automated and remotely guided vehicles).
Medical: surgical robots, prosthetics, electric powered surgical hand pieces, programmable pumps to meter and administer infusions associated with chemotherapy, pain control and antibiotics, nuclear imaging systems, radiology equipment, automated pharmacy dispensing equipment, kidney dialysis equipment, respiratory ventilators, heart pumps, and patient handling equipment (e.g., wheel chairs, scooters, stair lifts, patient lifts, transport tables and hospital beds).
Aerospace & Defense: inertial guided missiles, mid-range smart munitions systems, weapons systems on armed personnel carriers, unmanned vehicles, security and access control, camera systems, door access control, airport screening scanning devices, and light-weighting vehicle technologies.
OTHER FACTORS IMPACTING OUR OPERATIONS
Sales and Marketing
We design and develop our products within our Technology Centers and can manufacture these products and solutions in various facilities located in the United States, Canada, Mexico, Europe and Asia-Pacific. We also operate Allient Solution Centers that evaluate and focus all Allient products to create integrated controlled motion solutions for our customers. We sell our products and solutions globally to a broad spectrum of customers through our own direct sales force and authorized manufacturers’ representatives and distributors. Our customers include end users and original
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equipment manufacturers (“OEMs”).
Allient Organization:
The Company’s sales organization is focused on becoming the best sales and service force in its industry. Through the One Team approach for providing products and controlled motion solutions that best address customers’ needs, the Company has broadened the knowledge and skills of its direct sales force, while creating sales and service support in its Solution Centers. This enables the entire sales organization to be capable of selling all products designed, developed and produced by Allient globally. The Company’s primary channels to market include the direct sales force and external authorized Sales Representatives, Agents and Distributors that provide field coverage in Asia-Pacific, Europe, Canada, Israel and the Americas. While most of the Company’s sales are directly to OEMs, it has expanded its market reach through Distribution channels.
Allient Solution Centers:
Allient has Solution Centers in China, Europe and North America that enable the design and sale of individual component products as well as integrated controlled motion systems that utilize multiple Allient products and technologies. In addition to providing sales and applications support, the solution center function may include final assembly, integration and tests as required to support customers within their geographic region.
Sales Backlog:
Backlog as of December 31, 2023 was $276,093 compared with $330,078 as of December 31, 2022. Included in backlog as of December 31, 2023 is $2,344 from the acquisition completed in 2023. The decrease in our backlog is partially driven by the return of our customers to more normal ordering patterns subsequent to the disruptions in business and supply chains which occurred during the COVID-19 pandemic. The time to convert the majority of backlog to sales is approximately three to nine months. Given the short product lead times, we do not believe that the amount of our backlog of orders is a reliable indication of our future sales. We may on occasion receive multi-year orders from customers for product to be delivered on demand over that time frame. There is no assurance that the Company’s backlog from these customers will be converted into revenue.
Major Customers
Sales to one customer (Customer A) were 10% of total sales in 2023 and 11% of total sales in 2022 and to another customer (Customer B) were 12% of total sales in 2023. We believe the broad diversification of the target markets and customers we serve reduces our exposure to negative developments with any single customer.
Competitive Environment
Our products and solutions are sold into the global market with a large and diverse group of competitors that vary by product, geography, industry and application. The controlled motion market is highly fragmented with many competitors, some of which are substantially larger and have greater resources than Allient. We believe our competitive advantages include our electro-magnetic, mechanical and electronic controlled motion expertise, the breadth of our motor technologies and our ability to integrate these technologies with our encoders, gearing, power electronics, digital control technologies and network/feedback communications capabilities, as well as our global presence. Unlike many of our competitors, we are unique in our ability to provide custom-engineered controlled motion solutions that integrate the products we manufacture such as embedded or external electrical control solutions with our motors. We compete on technological capabilities, quality, reliability, service responsiveness, delivery speed and price. Our competitors include Ametek, Inc., Parker Hannifin Corporation, Regal Rexnord, and other smaller competitors.
Availability and Prices of Parts and Raw Materials
We purchase critical raw materials from a limited number of suppliers due to the technically challenging requirements of the supplied product and/or the lengthy process required to qualify these materials both internally and with our customers. We cannot quickly establish additional or replacement suppliers for these materials in some cases because of these rigid requirements. For these critical raw materials, we maintain minimum safety stock levels and partner with
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suppliers through contract to help ensure the continuity of supply. As a result of the COVID-19 pandemic and resulting economic and supply chain disruptions, we have experienced upward pricing pressure and challenges with availability of parts and raw materials. In addition, workplace disruptions and restrictions on the movement of raw materials and goods, both at our own facilities and at our customers and suppliers has led to increases in prices and freight costs. As we seek to secure supply during volatile times, we have proactively increased the levels of certain inventories to put us in the position to meet the needs of our customers on a timely basis.
Patents, Trademarks, Licenses, Franchises and Concessions
We hold several patents and trademarks for components manufactured by our various subsidiaries, and we have several patents pending on new products recently developed, which we believe are significant.
Working Capital Items
We currently maintain inventory levels adequate for our short-term needs based upon present levels of production while taking into account the potential for supply chain disruptions. We consider the component parts of our different product lines to be generally available and current suppliers to be reliable and capable of satisfying anticipated needs under normal conditions. As discussed herein, because of the supply chain disruptions, we have experienced increased costs and have purposely increased certain inventories to manage global supply chain issues.
Engineering and Development Activities
Our engineering and development (E&D) activities are for the development of new products, enhancement of the functionality, effectiveness and reliability of current products, to redesign products to reduce the cost of manufacturing of products or to expand the types of applications for which our products and solutions can be used. Our engineering and development expenditures for the years ended December 31, 2023 and 2022 were $41,665 and $38,561, respectively, or 7% and 8% of sales in 2023 and 2022, respectively. We believe E&D is critical to our ongoing success and expect to continue to invest at similar levels in the future. Of these expenditures, no material amounts were charged directly to customers, although we record non-recurring engineering charges to certain customers for custom engineering required to develop products that meet the customer’s specifications.
Environmental Issues
On December 14, 2023, Allient published its inaugural Sustainability Report covering the Company’s fiscal year 2022. The report highlights Allient’s vision for and approach to corporate sustainability and details key initiatives it is undertaking in the areas of environmental stewardship, social responsibility and well-being, and corporate governance. The report outlines key achievements as well as disclosing key and pertinent data in alignment with the Sustainability Accounting Standards Board and the Task Force on Climate-Related Financial Disclosures reporting standards.
The Company takes its responsibility to be a good steward of the environment seriously and we adopt policies and procedures under the guidance of the Board of Directors that advance our performance. No significant pollution or other types of hazardous emission result from the Company’s operations and it is not anticipated that our operations will be materially affected by Federal, State or local provisions concerning environmental controls.
We monitor existing and pending climate legislation, regulation, and international treaties and accords to evaluate any potential impact on our future results of operations, capital expenditures or financial position. The Board of Directors provides oversight as part of their environmental, social and governance (“ESG”) initiatives and we will continue to monitor emerging developments and assess our performance in this area. We may face additional economic and operational impacts from ESG regulations as well as impacts from our suppliers and customers as they adhere to the laws and regulations.
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International Operations
Our operations outside the United States are conducted through wholly-owned foreign subsidiaries and are located in North America, Europe, and Asia-Pacific. Our international operations are subject to the usual risks inherent in international trade, including currency fluctuations, local government contracting regulations, local governmental restrictions on foreign investment and repatriation of profits, exchange controls, regulation of the import and distribution of foreign goods, as well as changing economic and social conditions in countries in which our operations are conducted. The information required by this item is set forth in Note 14, Segment Information, of the notes to consolidated financial statements contained in Item 8 of this report.
Human Capital
Employment
At December 31, 2023, we employed 2,287 full-time employees worldwide. Of those, approximately 55% are located in North America, 35% are located in Europe and the remainder are located in Asia-Pacific. As of December 31, 2023, 18% of our total workforce were employed in engineering functions, demonstrating our commitment to invest significantly in engineering resources.
Human Capital Management
The Company believes that its workforce is one of the Company’s greatest assets, and it has a proactive human capital management and talent development program. The Board of Directors and Human Capital and Compensation Committee recognizes human capital as a key driver of long-term value and is responsible for oversight of the Company’s human capital management and talent development programs.
| ● | Attraction: The Company competes within each world-wide market for a finite number of skilled and talented workers. The Company leverages its broad resources, compensation strategy, and reputation to deliver an outstanding career opportunity and workplace experience to its candidates and employees. |
| ● | Engagement: The Company strives to provide engaging, progressive, and meaningful career opportunities for its employees, so they can thrive and be satisfied in its technology and innovation-based culture. |
| ● | Development: The Company strengthens its employees’ skills and experiences through diverse career development and learning opportunities, both internal and external. This emphasizes the Company’s key attribute as a compelling place to work and grow at all levels. |
| ● | Retention: The Company supports a workplace that provides an environment of trust, personal and professional development and work-life balance which is vital to its successful retention of engaged, top-notch talent. |
Employee Health and Safety
The Company complies in all respects with the national and local laws of the jurisdictions in which we operate regarding workers safety and health. The Company strives to continuously improve employee safety and health through consistent measurement and reporting on progress and leading indicators. It has programs that emphasize that each employee in the organization is responsible for safety in the workplace. The Company provides a comprehensive safety program that focuses on a zero-incident mindset by providing ongoing training opportunities and review of safety activities and initiative. This highly visible effort encourages employee engagement and active management and leadership involvement.
Diversity, Equity, and Inclusion
The Company is committed to apply fair labor practices while respecting the national and local laws of the countries and communities where we have operations. The Company is also committed to providing equal opportunity in all aspects of employment. The Company does not engage in or tolerate unlawful conduct, including discrimination, intimidation, or harassment. The Company strives to establish relationships with key organizations and associations that foster
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diversity and inclusion initiatives in the communities where it is located. The Company is committed to identifying a talented and innovative workforce through a culture that promotes human equity and emphasizes the benefits of a diverse and inclusive workforce and pipeline of talent. The Human Capital and Compensation Committee is responsible for setting the tone at the top and the oversight of the Company’s diversity and inclusion initiatives.
Ethical Business Practices
The Company is dedicated to conducting its business with integrity and responsibility. The Company promotes honest and ethical conduct, and the Board has adopted a Code of Ethics and Business Conduct which applies to all employees, directors, and officers. The Company does not tolerate human rights abuses, human trafficking and or slavery, the use of child labor and will not engage or be complicit in any activity that solicits or encourages human rights abuse.
Item 1A. Risk Factors
In the ordinary course of our business, we face various strategic, operating, compliance and financial risks. These risks could have a material impact on our business, reputation, financial condition or results of operations. Our most significant risks are set forth below and elsewhere in this Report. These risk factors should be considered in addition to our cautionary comments concerning forward-looking statements in this Report, including statements related to markets for our products and trends in our business that involve a number of risks and uncertainties.
OPERATIONAL RISKS
Our global sales and operations are subject to a variety of economic, market and financial risks and costs that could affect our profitability and operating results.
We do business around the world and are continuing our strategy of enhancing our global optimization. Our international sales are primarily to customers in Europe, Canada and Asia-Pacific. In addition, our manufacturing operations, suppliers and employees are located in many places around the world. The future success of our business includes growth in our sales in non-U.S. markets. Our global operations are subject to numerous financial, legal and operating risks, such as political and economic instability; imposition of trade or foreign exchange restrictions, including in the U.S.; trade protection measures such as the imposition of or increase in tariffs and other trade barriers, including in the U.S.; unexpected changes in regulatory requirements, including in the U.S., prevalence of corruption in certain countries; enforcement of contract and intellectual property rights and compliance with existing and future laws, regulations and policies, including those related to tariffs, investments, taxation, trade controls, product content and performance, employment and repatriation of earnings. In addition, we are affected by changes in foreign currency exchange rates, inflation rates and interest rates.
Our growth could suffer if the markets into which we sell our products and solutions decline.
Our growth depends in part on the growth of the markets which we serve. Any decline or lower than expected growth in our served markets could diminish demand for our products and solutions, which would adversely affect our financial results. We operate in industries that may experience periodic, cyclical downturns. Demand for our products and solutions is also sensitive to changes in customer order patterns, which may be affected by announced price changes, changes in incentive programs, new product introductions and customer inventory levels. Any of these factors could adversely affect our growth and results of operations in any given period.
We could experience a failure of a key information technology system, process or site or a breach of information security, including a cybersecurity breach or failure of one or more key information technology systems, networks, processes, associated sites or service providers.
We rely extensively on information technology (“IT”) systems for the storage, processing, and transmission of our electronic, business-related information assets used in or necessary to conduct business. We leverage our internal information technology infrastructures, and those of our business partners, to enable, sustain, and support our global business activities. In addition, we rely on networks and services, including internet sites, data hosting and processing facilities and tools and other hardware, software and technical applications and platforms, some of which are managed,
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hosted, provided and/or used by third-parties or their vendors, to assist in conducting our business. All third parties contracted by the Company have been vetted and have significant reputations in the industry. As such, controls from the third party vendors have been deemed to be adequate prior to any goods or services having been provided. The data we store, and process may include customer payment information, personal information concerning our employees, confidential financial information, and other types of sensitive business-related information. Numerous and evolving cybersecurity threats pose potential risks to the security of our IT systems, networks and services, as well as the confidentiality, availability and integrity of our technology systems and data. In addition, the laws and regulations governing security of data on IT systems are evolving and adding another layer of complexity in the form of new requirements. In the past, we have had cybersecurity incidents and we have made, and continue to make investments, seeking to address these threats, including monitoring of networks and systems, hiring of experts to evaluate and test our systems, employee training and security policies for employees and third-party providers.
The frequency and the techniques used in these attacks have increased significantly and may be difficult to detect for periods of time and we may face difficulties in anticipating and implementing adequate preventative measures. While the breaches of our IT systems to date have not been material to our business or results of operations, the costs of attempting to protect our IT systems and data will increase, and there can be no assurance that these added security efforts will prevent all breaches of our IT systems or thefts of our data. If our IT systems are damaged or cease to function properly, the networks or service providers we rely upon fail to function properly, or we or one of our third-party providers suffer a loss or disclosure of our business or stakeholder information due to any number of causes ranging from catastrophic events or power outages to improper data handling or security breaches (including ransomware, denial-of-service attacks, a malicious website, the use of social engineering and other means to affect the confidentiality, integrity and availability of our technology systems and data) and our business continuity plans do not effectively address these failures on a timely basis, we may be exposed to potential disruption in operations, loss of customers, reputational, competitive and business harm as well as significant costs from remediation, ransom payments, litigation and regulatory actions.
We are also subject to an increasing number of evolving data privacy and security laws and regulations. Failure to comply with such laws and regulations could result in the imposition of fines, penalties and other costs. The European Union (“EU”) and United Kingdom’s General Data Protection Regulations and the EU’s pending ePrivacy Regulation could disrupt our ability to sell products and solutions or use and transfer data because such activities may not be in compliance with applicable laws. Additionally, cybersecurity incidents related to export control technology information of our Aerospace & Defense customers could subject us to additional reporting requirements, could disrupt our ability to sell products to those customers and could subject us to additional costs, penalties, and fines all of which may be material to our operating results.
The Board of Directors and Audit Committee are responsible for information security oversight and the Audit Committee is comprised entirely of independent directors. Additionally, two members of the Company’s Board of Directors have relevant information security and cybersecurity experience. As part of their oversight, senior leadership meets with the Audit Committee at least annually to discuss information security and cybersecurity matters.
Over the last three years, the Company has experienced one known information security breach, in connection with a ransomware incident that occurred in June 2021. Costs incurred related to the information security breach did not have a material adverse effect on our results of operations in the years ended December 31, 2023, 2022, and 2021. However, as cybersecurity incidents continue to increase in scope, complexity, and frequency, we may be unable to prevent a significant incident in the future which may materially impact our results of operations. The Company regularly undertakes audits and evaluations (including to the National Institute of Standards and Technology (NIST) SP 800-171 standards) and enhances its security framework based upon the results of those audits and evaluations. For new associates, and on an annual basis therefore the Company requires associates to take security awareness training and has an on-going phishing recognition training and testing programs.
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We rely on suppliers to provide equipment, components and services, which creates certain risks and uncertainties that may adversely affect our business.
Our business requires that we buy equipment, components and services from third parties. Our reliance on suppliers involves certain risks, including poor quality or an insecure supply chain, which could adversely affect the reliability and reputation of our products and solutions; changes in the cost of these purchases due to inflation, exchange rates, tariffs, or other factors; shortages of components, commodities or other materials, which could adversely affect our manufacturing efficiencies and ability to make timely delivery.
Any of these uncertainties could adversely affect our profitability and ability to compete. The effect of unavailability or delivery delays would be more severe if associated with our higher volume and more profitable products and solutions. Even where substitute sources of supply are available, qualifying the alternate suppliers and establishing reliable supplies could cost more or could result in delays and a loss of sales.
Certain materials and components used in our products and solutions are required and qualified to be sourced from a single or a limited number of suppliers. As such, some materials and components could become in short supply resulting in limited availability and/or increased costs. Additionally, we may elect to develop relationships with a single or limited number of suppliers for materials and components that are otherwise generally available, because some customers require extensive certification of suppliers which is a considerable and time consuming undertaking. Although we believe that alternative suppliers are available to supply materials and components to replace those currently used, doing so may require redesign work and would require having those new sources qualified by our customers prior to making use of those new alternatives. Any interruption in the supply from any supplier that serves as a sole source could delay product shipments and have a material adverse effect on our business, financial condition and results of operations.
Our profits may decline if the price of raw materials rise and we cannot recover the increases from our customers.
We use various raw materials, such as copper, steel, zinc and rare earth magnets, in our manufacturing operations. The prices of these raw materials have been subject to volatility. As a result of price increases, we have generally 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 are also subject to risks associated with U.S. and foreign legislation and regulations relating to imports, including quotas, duties, tariffs or taxes, and other charges or restrictions on imports, which could adversely affect our operations and our ability to import products at current or increased levels. We cannot predict whether additional U.S. and foreign customs quotas, duties, tariffs, taxes or other charges or restrictions, requirements as to where raw materials must be purchased, or other restrictions on our imports will be imposed upon the importation of our products and solutions in the future or adversely modified, or what effect such actions would have on our costs of operations.
We face competition that could harm our business and we may be unable to compete successfully against new entrants and established companies with greater resources.
Competition in connection with the manufacturing of our products and solutions may intensify in the future. The market for our technologies is competitive and subject to rapid technological change. We compete globally on the basis of product performance, customer service, availability, reliability, productivity and price. Our competitors may be larger and may have greater financial, operational, economies of scale, personnel, sales, technical and marketing resources than us. Certain of our competitors also may pursue aggressive pricing or product strategies that may cause us to reduce the prices we charge for our original equipment and aftermarket products and services or lose sales. These actions may lead to reduced revenues, lower margins and/or a decline in market share, any of which may adversely affect our business, financial condition and results of operations.
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Quality problems with our products and solutions could harm our reputation, erode our competitive advantage and could result in warranty claims and additional costs.
Quality is important to us and our customers, and our products and solutions are held to high quality and performance standards. In the event our products and solutions fail to meet these standards, our reputation could be harmed, which could damage our competitive advantage, causing us to lose customers and resulting in lower revenues. We generally allow customers to return defective or damaged products for credit, replacement, repair or exchange. We generally warrant that our products and solutions will meet customer specifications and will be free from defects in materials and workmanship. We reserve for our exposure to warranty claims based upon recent historical experience and other specific information as it becomes available. However, these reserves may not be adequate to cover future warranty claims and additional warranty costs or inventory write-offs may be incurred which could harm our operating results.
If we are unable to attract and retain qualified personnel, our ability to operate and grow our company will be in jeopardy.
We are required to hire and retain skilled employees at all levels of our operations in a market where such qualified employees are in high demand and are subject to receiving competing offers. We believe that there is, and will continue to be, competition for qualified personnel in our industry, and there is no assurance that we will be able to attract or retain the personnel necessary for the management and development of our business. The inability to attract or retain employees currently or in the future may have a material adverse effect on our business.
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.
Our success will depend in large part upon our ability to attract, train, retain and motivate highly skilled engineering and technical employees. There is currently aggressive competition for employees who have experience in technology and engineering. We may not be able to continue to attract and retain engineers or other qualified technical 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 engineering and technical personnel could cause additional expense, potentially reduce the efficiency of our operations and could harm our business.
We depend heavily upon a limited number of customers, and if we lose any of them or they reduce their business with us, we would lose a substantial portion of our revenues.
A significant portion of our revenues and trade receivables are concentrated with a small group of customers. These customers have a variety of suppliers to choose from and therefore can make substantial demands on us, including demands on product pricing and on contractual terms, often resulting in the allocation of risk to us as the supplier. Our ability to maintain strong relationships with our principal customers is essential to our future performance. If we lose a key customer, if any of our key customers reduce their orders of our products and solutions or require us to reduce our prices before we are able to reduce costs, if a customer is acquired by one of our competitors or if a key customer suffers financial hardship, our operating results would likely be harmed as well as the collectability of accounts receivable.
If we do not respond to changes in technology, our products and solutions may become obsolete and we may experience a loss of customers and lower revenues.
We sell our products and solutions to customers in several industries that experience rapid technological changes, new product introductions and evolving industry standards. Without the timely introduction of new products and solutions, our offerings will likely become technologically obsolete over time and we may lose a significant number of our customers. Our product and solutions development efforts may be affected by a number of factors, including our ability to anticipate customer needs, allocate and process our research and development funding, innovate and develop new products, differentiate our offerings and commercialize new technologies, secure intellectual property protection for our products and manufacture products in a cost-effective manner. We would be harmed if we did not meet customer requirements and expectations. Our inability, for technological or other reasons, to successfully develop and introduce new and innovative products and solutions could result in a loss of customers and lower revenues.
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We face the challenge of accurately aligning our capacity with our demand.
We have experienced capacity constraints and longer lead times for certain products and solutions in times of growing demand and have also experienced idle capacity as economies slow or demand for certain products decline. Accurately forecasting our expected volumes and appropriately adjusting our capacity have been, and will continue to be, important factors in determining our results of operations. We cannot guarantee that we will be able to increase manufacturing capacity, and with the support of sufficiently skilled and cost-effective labor, to a level that meets demand for our products and solutions, which could prevent us from meeting increased customer demand and could harm our business. However, if we overestimate our demand and overbuild our capacity, we may have significantly underutilized assets and we may experience reduced margins. If we do not accurately align our manufacturing capabilities with demand it could have a material adverse effect on our results of operations.
The manufacture of many of our products and solutions is a highly exacting and complex process, and if we directly or indirectly encounter problems manufacturing products, our reputation, business and financial results could suffer.
The manufacture of many of our products and solutions is an exacting and complex process. Problems may arise during manufacturing for a variety of reasons, including equipment malfunction, failure to follow specific protocols and procedures, problems with raw materials, natural disasters and environmental factors, and if not discovered before the product is released to market could result in recalls and product liability exposure. Because of the time required to develop and maintain manufacturing facilities, an alternative manufacturer may not be available on a timely basis to replace such production capacity. We have also undertaken certain manufacturing footprint rationalization activities, which may include new challenges related to management and monitoring of the manufacturing of our products and solutions. Any of these manufacturing problems could result in significant costs and liability, as well as negative publicity and damage to our reputation that could reduce demand for our products.
We face the potential harms of natural disasters, pandemics, acts of war, terrorism, international conflicts or other disruptions to our operations.
Natural disasters, pandemics, acts or threats of war or terrorism, international conflicts, political instability, and the actions taken by governments could cause damage to or disrupt our business operations, our suppliers or our customers, and could create economic instability. Although it is not possible to predict such events or their consequences, these events could decrease demand for our products or make it difficult or impossible for us to deliver products.
We face potential operational impacts associated with volatility in energy markets.
Volatility in the supply and cost for energy exists in the locations where we operate, particularly Europe and China. As Europe continues to face impacts from the conflicts in the middle east and in Ukraine and sanctions between the European Union and Russia, there are concerns about the availability and costs related to providing resources to meet the energy needs of Europe. Should these energy needs not be met, there are risks that the European operations of the Company may experience uncertainties related to the availability and cost of such resources. At times, China has experienced energy shortages, and has, in the past, resorted to rolling blackouts. Although these blackouts have not materially impacted on our operations, it remains a risk we may face in the future.
STRATEGIC RISKS
Our strong organic growth has been and will continue to be enhanced by strategic acquisitions that complement, enhance or expand our business. We may not be able to find or complete these transactions, and, if completed, we may experience operational and financial risks in connection with our acquisitions that prevent us from realizing the anticipated benefits and may materially adversely affect our business, financial condition and operating results.
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Acquisitions are part of our strategic growth plans. We may have difficulty finding these opportunities, or if we do identify these opportunities, we may not be able to complete the transactions for various reasons including a failure to secure financing.
As we complete acquisitions, we face the operational and financial risks commonly encountered with an acquisition 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.
The indemnification provisions of acquisition agreements by which we have acquired companies may not fully protect us and as a result we may face unexpected liabilities.
Certain of the acquisition agreements by which we have acquired companies require the former owners to indemnify us against certain liabilities related to the operation of the company before we acquire it. In most of these agreements, however, the liability of the former owners is limited, and certain former owners may be unable to meet their indemnification responsibilities. We cannot assure that these indemnification provisions will protect us fully or at all, and as a result we may face unexpected liabilities that adversely affect our financial results.
We intend to develop new products and solutions and expand into new markets, which may not be successful and could harm our operating results.
We intend to expand into new markets and develop new and modified products and solutions based on our existing technologies and engineering capabilities, including the continued expansion of our controlled motion systems and integrated electronics. These efforts have required and will continue to require us to make substantial investments, including significant research, development and engineering expenditures and capital expenditures for new, expanded or improved manufacturing facilities. Specific risks in connection with expanding into new products, solutions, and markets include longer product development cycles, the inability to transfer our quality standards and technology into new products, and the failure of our customers to accept the new or modified products and solutions.
We may experience difficulties that could delay or prevent the successful development of new products or product enhancements under new and existing contracts, and new products and solutions or product enhancements may not be accepted by our customers. In addition, the development expenses we incur may exceed our cost estimates, and new products we develop may not generate sales sufficient to offset our costs. If any of these events occur, our sales and profits could be adversely affected.
Our competitiveness depends on successfully executing our growth initiatives and our global optimization strategies.
We continue to invest in initiatives to support future growth, such as the creation of a more effective corporate structure, implementation of our enterprise resource planning system, launch of a new integrated website, implementation of a structured approach to identify target markets, and the expansion of our AST (continuous improvement initiatives in quality, delivery, and cost). The failure to achieve our objectives on these initiatives could have an adverse effect on our operating results and financial condition. Our global optimization strategy includes localization of our products, solutions, and services to be closer to our customers and identified growth opportunities. Localization of our products and services includes expanding our capabilities, including supply chain and sourcing activities, product design, manufacturing, engineering, marketing and sales and support. These activities expose us to risks, including those related to political and economic uncertainties, transportation delays, labor market disruptions and challenges to protect our intellectual property.
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FINANCIAL RISKS
Foreign currency exchange rates may adversely affect our financial results.
Sales and purchases in currencies other than the U.S. dollar expose us to fluctuations in foreign currencies relative to the U.S. dollar and may adversely affect our financial results. Increased strength of the U.S. dollar increases the effective price of our products sold in U.S. dollars into other countries, which may require us to lower our prices or adversely affect sales to the extent we do not increase local currency prices. Decreased strength of the U.S. dollar could adversely affect the cost of materials, products and services we purchase from non-U.S. denominated locations. Sales and expenses of our non-U.S. businesses are also translated into U.S. dollars for reporting purposes and the strengthening or weakening of the U.S. dollar could result in unfavorable translation effects. The Company also faces exchange rate risk from its investments in subsidiaries owned and operated in foreign countries.
Economic and credit market uncertainty could interrupt our access to capital markets, borrowings, or financial transactions to hedge certain risks, which could adversely affect our financial condition.
To date, we have been able to access debt and equity financing that has allowed us to make investments in growth opportunities and fund working capital requirements. In addition, we enter into financial transactions to hedge certain risks, including foreign exchange and interest rate risk. Our continued access to capital markets, the stability of our lenders and their willingness to support our needs, and the stability of the parties to our financial transactions that hedge risks are essential for us to meet our current and long-term obligations, fund operations, and fund our strategic initiatives. An interruption in our access to external financing or financial transactions to hedge risk could affect our business prospects and financial condition.
Our indebtedness may limit our operations and our use of our cash flow, and any failure to comply with the covenants that apply to our indebtedness could adversely affect our liquidity and financial results.
Our ability to service our indebtedness depends on our financial performance, which is affected by prevailing economic conditions and financial, business, regulatory and other factors. Some of these factors are beyond our control. Our debt level and related debt service obligations can have negative consequences, including requiring us to dedicate significant cash flow from operations to the payment of principal and interest on our debt, which reduces the funds we have available for other purposes such as acquisitions and capital investment; reducing our flexibility in planning for or reacting to changes in our business and market conditions; and exposing us to interest rate risk since a portion of our debt obligations are at variable rates. In addition, certain of our indebtedness will have significant outstanding principal balances on their maturity dates, commonly known as balloon payments. Therefore, we will likely need to refinance at least a portion of our outstanding debt as it matures. We may incur more debt in the future, particularly to finance acquisitions, and there can be no assurance that our cost of funding will not substantially increase.
Our existing credit agreements contain, and any future debt agreements we may enter into may contain, certain financial tests and other covenants that limit our ability to incur indebtedness, pay dividends, acquire other businesses and impose various other restrictions. If we breach any of the covenants and do not obtain a waiver from the lenders, the outstanding indebtedness could be declared immediately due and payable. 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.
Unforeseen exposure to additional income tax liabilities may negatively affect our operating results.
Our distribution of taxable income is subject to domestic tax and, as a result of our significant manufacturing and sales presence in foreign countries, foreign tax. Our effective tax rate may be affected by shifts in our mix of earnings in countries with varying statutory tax rates, changes in reinvested foreign earnings, alterations to tax rates, regulations or interpretations and outcomes of any audits performed on previous tax returns.
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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 unavailability or delays in the receipt of critical inventories, 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 may 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.
We may never realize the full value of our substantial intangible assets.
These intangible assets consist primarily of goodwill, customer lists, trade names and technology arising from our acquisitions. Goodwill is not amortized; it is tested at least annually or upon the occurrence of certain events which indicate that the assets may be impaired. Definite lived intangible assets are amortized over their estimated useful lives and are tested for impairment upon the occurrence of certain events which indicate that the assets may be impaired. We may not receive the recorded value for our intangible assets if we sell or liquidate our business or assets. In addition, intangible assets with definite lives will continue to be amortized. Amortization expenses relating to these intangible assets will continue to reduce our future earnings.
Increased healthcare, pension and other costs under the Company’s benefit plans could adversely affect the Company’s financial condition and results of operations.
We provide health benefits to many of our employees and the costs of providing such benefits continue to increase annually. The amount of any increase or decrease in the cost of Company-sponsored health plans will depend on a number of different factors including new governmental regulations mandating types of coverage and reporting and other requirements.
We also sponsor defined benefit pension, defined contribution pension, and other postretirement benefit plans. Our costs to provide such benefits generally continue to increase annually. We use actuarial valuations to determine the Company’s benefit obligations for certain benefit plans, which require the use of significant estimates, including the discount rate, expected long-term rate of return on plan assets, mortality rates and the rates of increase in compensation and health care costs. Changes to these significant estimates could increase the cost of these plans, which could also have a material adverse effect on the Company’s financial condition and results of operations.
Failure of our internal controls over financial reporting could limit our ability to report our financial results accurately and timely 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.
Our operating results depend in part on our ability to contain or reduce costs. There is substantial price competition in our industry and upward pressure on material and labor costs. Our success and profitability will depend on our ability to maintain a competitive cost and price structure.
Our efforts to maintain and improve profitability depend in part on our ability to maintain or reduce the costs of materials, components, supplies and labor, including establishing production capabilities at our low cost regional subcontractors. While the failure of any single cost containment effort by itself would most likely not significantly
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impact our results, we cannot give any assurances that we will be successful in controlling material and labor costs to maintain 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. 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 in the face of upward pressure on material and labor costs. Our inability to maintain a competitive cost structure could have a material adverse effect on our business, financial condition and results of operations.
LEGAL AND REGULATORY RISKS
Our international operations expose us to legal and regulatory risks, which could have a material effect on our business.
Our profitability and international operations are, and will continue to be, subject to risks relating to changes in foreign legal and regulatory requirements. In addition, our international operations are governed by various U.S. laws and regulations, including Foreign Corrupt Practices Act (FCPA), the U.K. Bribery Act and other foreign anti-bribery laws. The FCPA generally prohibits companies and their intermediaries from making improper payments to foreign government officials for the purpose of obtaining or retaining business. Other countries in which we operate also have anti-bribery laws, some of which prohibit improper payments to government and non-government persons and entities. Any alleged or actual violations of these regulations may subject us to government scrutiny, severe criminal or civil sanctions and other liabilities and could negatively affect our business, reputation, operating results and financial condition.
We are required to comply with various import laws and export control and economic sanctions laws, which may affect our transactions with certain customers, business partners and other persons and dealings between our employees and subsidiaries. In certain circumstances, export control and economic sanctions regulations or embargos may prohibit the export of certain products, services and technologies. In other circumstances, we may be required to obtain an export license before exporting the controlled item. Compliance with the various import laws that apply to our businesses can restrict our access to, and increase the cost of obtaining, certain products and at times can interrupt our supply of imported inventory. In addition to government regulations regarding sale and export, we are subject to other regulations regarding our products. For example, the U.S. Securities and Exchange Commission has adopted disclosure rules for companies that use conflict minerals in their products, with substantial supply chain verification requirements in the event that the materials come from, or could have come from, the Democratic Republic of the Congo or adjoining countries. These rules and verification requirements impose additional costs on us and on our suppliers, and may limit the sources or increase the cost of materials used in our products. Further, if we are unable to certify that our products are conflict free, we may face challenges with our customers that could place us at a competitive disadvantage, and our reputation may be harmed.
Our inability to adequately enforce and protect our intellectual property or defend against assertions of infringement could prevent or restrict our ability to compete.
We rely on patents, trademarks and proprietary knowledge and technology, both internally developed and acquired, in order to maintain a competitive advantage. Our inability to defend against the unauthorized use of these rights and assets could have an adverse effect on our results of operations and financial condition. Litigation may be necessary to protect our intellectual property rights or defend against claims of infringement. This litigation could result in significant costs and divert our management’s focus away from operations.
We are subject to a variety of litigation and other legal and regulatory proceedings in the normal course of our business that could adversely affect our financial results.
We are subject to a variety of litigation and other legal and regulatory proceedings incidental to our business, including claims for damages arising out of the use of products or services and claims relating to intellectual property,
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employment, tax, commercial disputes, competition, sales and trading practices, environmental, personal injury, insurance coverage, acquisition, as well as regulatory investigations or enforcement. We may also become subject to lawsuits as a result of past or future acquisitions including liabilities retained from, or representations, warranties or indemnities provided in connection with these acquisitions. These lawsuits may include claims for compensatory damages, punitive and consequential damages and/or injunctive relief. The defense of these lawsuits may divert our management’s attention, we may incur significant expenses in defending these lawsuits and we may be required to pay damage awards or settlements or become subject to equitable remedies that could adversely affect our operations and financial results. Moreover, any insurance or indemnification rights that we may have may be insufficient or unavailable to protect us against such losses. We estimate loss contingencies and establish reserves based on our assessment where liability is deemed probable and reasonably estimable given the facts and circumstances known to us at a particular point in time. Subsequent developments may affect our assessment and estimates of the loss contingencies recorded as liabilities. We cannot guarantee that our liabilities in connection with litigation and other legal and regulatory proceedings will not exceed our estimates or adversely affect our financial results and reputation.
Our business is subject to environmental regulations that could negatively affect our operating results.
Our worldwide operations are subject to environmental laws and regulations that impose various environmental controls on the manufacturing, transportation, storage, use and disposal of hazardous chemicals and other materials used in, and hazardous waste produced by the manufacturing of our products. Conditions relating to our historical operations may require expenditures for clean-up in the future and changes in environmental laws and regulations may impose costly compliance requirements on us or otherwise subject us to future liabilities. Additional or modified regulations relating to the manufacture, transportation, storage, use and disposal of materials used to manufacture our products or restricting disposal or transportation of our products may be imposed that may result in higher costs or lower operating results. In addition, we cannot predict the affect that additional or modified environmental regulations may have on us or our customers.
Item 1B. Unresolved Staff Comments.
None.
Item 1C. Cybersecurity
Cybersecurity Risk Management and Strategy
Allient has processes in place to assess, identify, and manage material risks from cybersecurity threats. We regularly undertake audits and evaluations (including to the National Institute of Standards and Technology (NIST) SP 800-171 standards) and enhance our security framework based upon the results of those audits and evaluations. For new associates, and on an annual basis thereafter, we require associates to take security awareness training and conduct on-going phishing recognition training and testing programs.
We have integrated cybersecurity risk management into our enterprise risk management program, and our management, lead by our Global Information Technology Director, regularly review cybersecurity risks. We rely extensively on information technology (“IT”) systems for the storage, processing, and transmission of our electronic, business-related information assets used in, or necessary, to conduct business. We leverage our internal information technology infrastructures, and those of our business partners, to enable, sustain, and support our global business activities. In addition, we rely on networks and services, including internet sites, data hosting and processing facilities and tools and other hardware, software and technical applications and platforms, some of which are managed, hosted, provided and/or used by third-parties or their vendors, to assist in conducting our business.
Numerous and evolving cybersecurity threats pose potential risks to the security of our IT systems, networks and services, as well as the confidentiality, availability and integrity of our technology systems and data. In addition, the laws and regulations governing security of data on IT systems is evolving and adding another layer of complexity in the form of new requirements.
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Over the last three years, we have experienced one known information security breach, in connection with a ransomware incident that occurred in June 2021. Costs incurred related to the information security breach did not have a material adverse effect on our results of operations in the years ended December 31, 2023, 2022, and 2021. However, as cybersecurity incidents continue to increase in scope, complexity, and frequency, we may be unable to prevent a significant incident in the future which may materially impact our results of operations.
Our cybersecurity program engages third parties when necessary. In the past, we have had cybersecurity incidents and we have made, and continue to make investments, seeking to address these threats, including monitoring of networks and systems, hiring of experts to evaluate and test our systems, employee training and security policies for employees and third-party providers. All third parties that we use have been vetted and have significant reputations in the industry. As such, controls from the third-party vendors have been deemed to be adequate prior to any goods or services having been provided.
Cybersecurity Governance
Management is responsible for the development of all cybersecurity programs, including the monitoring, prevention, detection, mitigation, and remediation of cybersecurity incidents. Our Board receives quarterly reports regarding the overall cybersecurity risk management process. The Board and Audit Committee are responsible for information security oversight. Two members of the Company’s Board have relevant information security and cybersecurity experience. As part of their oversight, senior leadership meets with the Audit Committee at least annually to discuss information security and cybersecurity matters.
For additional information regarding risks related to information technology and cybersecurity, as well as governance related to managing such risks - see also Item 1.A: Risk Factors.
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Item 2. Properties.
As of December 31, 2023, the Company occupies facilities as follows:
|
| Approximate |
| |||
Square | Owned | |||||
Description / Use | Location | Footage | Or Leased | |||
Corporate headquarters and manufacturing facility |
| Amherst, New York |
| 21,300 |
| Leased |
Office and manufacturing facility | Arvada, Colorado | 15,000 | Leased | |||
Office and manufacturing facility | Bellevue, Washington | 30,000 | Leased | |||
Office and manufacturing facility | Camarillo, California | 14,500 | Leased | |||
Office and manufacturing facility |
| Changzhou, China |
| 40,000 |
| Leased |
Office |
| Christchurch, New Zealand |
| 27,000 |
| Leased |
Office |
| Dayton, Ohio |
| 29,000 |
| Owned |
Office and manufacturing facility |
| Dayton, Ohio |
| 25,000 |
| Leased |
Office and manufacturing facility |
| Dordrecht, The Netherlands |
| 32,000 |
| Leased |
Office and manufacturing facility |
| Dothan, Alabama |
| 88,000 |
| Owned |
Office and manufacturing facility |
| Germantown, Wisconsin |
| 99,000 |
| Leased |
Office and manufacturing facilities |
| Kelheim, Germany |
| 154,000 |
| Leased |
Office |
| Kidderminster, Great Britain |
| 6,200 |
| Leased |
Office and manufacturing facility | London, Ontario, Canada | 48,500 | Leased | |||
Office and manufacturing facility | Loomis, California | 3,600 | Leased | |||
Office and manufacturing facility |
| Mrakov, Czech Republic |
| 42,000 |
| Leased |
Office |
| Oakville, Ontario, Canada |
| 3,500 |
| Leased |
Office and manufacturing facility |
| Owosso, Michigan |
| 85,000 |
| Owned |
Office and manufacturing facility |
| Porto, Portugal |
| 53,000 |
| Owned |
Office and manufacturing facility |
| Reynosa, Mexico |
| 50,000 |
| Leased |
Office and manufacturing facility | Rochester, New York | 15,000 | Leased | |||
Office | Roseville, Michigan | 5,300 | Leased | |||
Office and manufacturing facility |
| Stockholm, Sweden |
| 25,000 |
| Leased |
Office and manufacturing facility |
| Suzhou, China |
| 41,000 |
| Leased |
Office and manufacturing facility |
| Tulsa, Oklahoma |
| 172,000 |
| Leased |
Office and manufacturing facility |
| Watertown, New York |
| 107,000 |
| Owned |
The Company’s management believes the above-described facilities are adequate to meet the Company’s current and foreseeable needs. Operating leases for the Company’s properties expire at various times through 2033. Upon the expiration of the Company’s current leases, management believes that the Company will be able to secure renewal terms or enter into leases for alterative locations at market terms.
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 effect on the Company’s consolidated financial statements.
Item 4. Mine Safety Disclosures.
Not applicable.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Allient’s common stock is listed on the Nasdaq Global Market System and trades under the symbol ALNT. 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 5, 2024 was 218.
Dividends
During 2023 and 2022, we declared regular quarterly cash dividends on our common stock. We paid $0.025 in the first quarter of 2023 and $0.03 in the second, third, and fourth quarter of 2023, and $0.025 in each quarter of 2022. While it is our current intention to pay regular quarterly cash dividends, any decision to pay future cash dividends will be made by our Board and will depend on our earnings, financial condition and other factors.
Performance Graph
The following performance graph and tables reflect the five year change in the Company’s cumulative total stockholder return on Common Stock as compared with the cumulative total return of the NASDAQ Stock Market Index and our custom Peer Group for a $100 investment made on December 31, 2018, including reinvestment of any dividends.
|
| 12/31/2018 |
| 12/31/2019 |
| 12/31/2020 |
| 12/31/2021 |
| 12/31/2022 |
| 12/31/2023 | ||||||
Allient Inc. | $ | 100.00 | $ | 108.87 | $ | 115.09 | $ | 123.60 | $ | 118.28 | $ | 103.00 | ||||||
NASDAQ (U.S.) | $ | 100.00 | $ | 136.69 | $ | 198.10 | $ | 242.03 | $ | 163.28 | $ | 236.17 | ||||||
Peer Group | $ | 100.00 | $ | 118.97 | $ | 145.25 | $ | 168.68 | $ | 142.55 | $ | 199.73 | ||||||
The Peer Group in the above graph includes the following stocks: LSI Industries, Moog, Inc., Onto Innovation, Preformed Line, Proto Labs, Inc., Helios Tech Inc., Thermon Group, Altra Industrial Motion, Astronics Corporation, Aeroenvironment, Columbus McKinnon, Franklin Electric, and Novanta, Inc.
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Issuer Purchases of Equity Securities
|
|
| Total Number of Shares |
| Maximum Number of Shares | ||||
Number of Shares | Average Price Paid | Purchased as Part of Publicly | that May Yet Be Purchased | ||||||
Period | Purchased (1) | per Share | Announced Plans or Programs | Under the Plans or Programs | |||||
10/01/23 to 10/31/23 |
| — | $ | — |
| — |
| — | |
11/01/23 to 11/30/23 |
| 385 |
| 26.19 |
| — |
| — | |
12/01/23 to 12/31/23 |
| 8,868 |
| 29.15 |
| — |
| — | |
Total |
| 9,253 | $ | 29.02 |
| — |
| — | |
(1) As permitted under the Company’s equity compensation plan, these shares were withheld by the Company to satisfy tax withholding obligations for employees in connection with the vesting of stock. Shares withheld for tax withholding obligations do not affect the total number of shares available for repurchase under any approved common stock repurchase plan. At December 31, 2023, the Company did not have an authorized stock repurchase plan in place.
Item 6. [Reserved]
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Amounts presented in Item 7 are in thousands, except per share data.
Overview
We are a global company that designs, manufactures, and sells precision and specialty-controlled motion products and solutions used in a broad range of industries. Our target markets include Industrial, Vehicle, Medical, and Aerospace & Defense (A&D). We are headquartered in Amherst, NY, and have operations in the United States, Canada, Mexico, Europe, and Asia-Pacific. We are known worldwide for our expertise in electro-magnetic, mechanical, and electronic motion technology. We sell component and integrated controlled motion solutions to end customers and OEMs through our own direct sales force and authorized manufacturers’ representatives and distributors. Our products include nano precision positioning systems, servo control systems, motion controllers, digital servo amplifiers and drives, brushless servo, torque, and coreless motors, brush motors, integrated motor-drives, gear motors, gearing, incremental and absolute optical encoders, active (electronic) and passive (magnetic) filters for power quality and harmonic issues, Industrial safety rated input/output Modules, Universal Industrial Communications Gateways, light-weighting technologies, and other controlled motion-related products.
Financial Overview
Highlights for our fiscal year ended December 31, 2023, include:
| ● | Revenue was $578,634 for 2023 compared with $502,988 in 2022. The increase in revenues reflects the economic growth and increases in demand from many of our served markets. Certain markets, primarily Industrial, experienced supply-chain constraints in the prior year period impacting customer order patterns and lead times, which began to normalize in 2023. The acquisitions completed in 2022 and 2023 contributed an incremental $10,057 of revenues in 2023. Sales to U.S. customers were 59% of total sales for 2023 and 58% for 2022, with the balance of sales to customers primarily in Europe, Canada and Asia-Pacific. |
| ● | Gross profit was $183,683 for 2023, a 17% increase from $157,259 in 2022. As a percentage of revenue, gross margin increased 40 basis points to 31.7% in 2023 from 31.3% in 2022. The gross margin increase was largely driven by volume increases of higher margin products primarily in our Industrial and A&D markets compared to lower volumes of pandemic related Medical market products with lower margins, combined with pricing and margin accretive acquisitions. The margin expansion continues to be muted, to some extent, by higher material and labor costs as well as costs associated with addressing the challenging global supply chain environment to meet the needs of our customers. |
| ● | Operating income was $42,314 for 2023 compared with $31,656 for 2022, or 7.3% and 6.3% of revenue in 2023 and 2022, respectively. |
| ● | Net income was $24,097 for 2023, or $1.48 per diluted share, compared with $17,389, or $1.09 per diluted share, for 2022. Net income was 39% higher in 2023 compared to 2022, and earnings per diluted share increased by 36% as compared to 2022. |
| ● | Bookings were $520,275 for 2023 compared with $566,226 for 2022, a decrease of 8%. Decreases in bookings are primarily due to a normalization of customer order patterns as lead times are reducing due to improvement in the global supply chain environment, and, to a lesser extent, economic softening in some European markets. Backlog as of December 31, 2023 was $276,093, a decrease of 16% from $330,078 at year end 2022. Included in backlog as of December 31, 2023 is $2,344 contributed by the 2023 business acquisition. |
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| ● | Debt of $218,402, net of cash of $31,901, decreased by $18,339 to $186,501 at December 31, 2023 from debt of $235,454, net of cash of $30,614 of $204,840 at December 31, 2022, primarily as a result of payments made on debt from cash flows generated by operations, offset in part by borrowings to fund acquisition activities and capital expenditures. |
| ● | We declared and paid a dividend of $0.025 in the first quarter of 2023 and $0.03 in each of the second, third, and fourth quarters of 2023 and declared and paid a dividend of $0.025 in each quarter of 2022 pursuant to our quarterly dividend program. Dividends to shareholders for 2023 and 2022 were $0.115 and $0.10 per share, respectively. The dividend payout ratio was 8% and 9% for 2023 and 2022, respectively when compared with the diluted earnings per share of $1.48 and $1.09, respectively. |
We remain focused on executing our strategy for growth while streamlining the organization and emphasizing continuous improvement in quality, delivery, cost and innovation as we drive the One Allient approach and expand our value proposition for our customers. Solid strides continue to be made with our multi-product, fully integrated solutions that are leading to increased business. Also, we continue to build a pipeline of exciting market-based application opportunities. Sales cycles are long and the time from being selected for the solution development to full rate production can be longer, yet we believe we continue to build a scalable foundation which can deliver strong returns on those investments.
Our Strategy
Our growth strategy is focused on becoming a leading global controlled motion solution provider in our selected target markets by further developing our products and services platform to utilize multiple Allient technologies which create increased value solutions for our customers. Our strategy further defines Allient as being a “technology/know-how” driven company and to be successful, we continue to invest in our areas of excellence.
We have set growth targets for our Company and we will focus and align our resources to meet those targets. First and foremost, we invest in our people as we believe that attracting and retaining the right people is the most important element in our strategy. We will continue to invest significantly in applied and design engineering resources.
Our strategic focus is addressing the critical issues that we believe are necessary to meet the stated long-term goals and objectives of the Company. The majority of the critical issues are focused on growth and profitability initiatives for the Company.
One of these initiatives includes product line platform development and rationalization to meet the emerging needs of our target markets. Our platform development emphasizes a combination of our technologies to create increased value solutions for our customers while seeking operating efficiencies. The emphasis on new opportunities has evolved from being an individual component provider to becoming a solutions provider whereby the new opportunities utilize multiple Allient technologies in a system solution approach. We believe this approach will allow us to provide increased value to our customers and improved margins for our Company and are demonstrated in our acquisitions completed in 2023 and 2022. Our strong financial condition, along with AST continuous improvement initiatives in quality, delivery, and cost allow us to have a positive outlook for the continued long-term growth of our Company.
Outlook for 2024
In recent years, we navigated a difficult environment related to the COVID-19 pandemic, while advancing our strategic priorities and delivering solid results. We experienced record orders in 2023, reflecting increases in our Industrial and Vehicle markets. This demand, combined with supply chain constraints, resulted in some inefficiencies and additional costs as our teams worked hard to support and meet customer demand and schedules.
While the economic outlook for 2023 remains uncertain and we expect continued upward pressure on material and labor costs, we believe we are in a strong operational, financial and reputational position. Our record level of backlog, diversified end market penetration and demonstrated agility position us well to perform across varied market trends and
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give us confidence that we can drive further efficiency, profitable growth and increased free cash flow while delivering long-term value for our shareholders.
In 2024, we will focus on leveraging our resources to expand our business in our selected target markets. In addition, we will continue to execute the ongoing critical issues as defined by our Board approved strategy.
The critical issues from that strategy include:
| 1) | Further develop our structure to Win within our selected target markets and customers |
| 2) | Improve speed of play in all areas of our business through process improvement |
| 3) | Strengthen our balance sheet by improving working capital turns and driving margin improvement. |
Allient is an applied technology/know-how motion company, and to grow, we will continue to invest in the technical resources to ensure we can move forward with our mantra to “create controlled motion solutions that change the game” and to meet the emerging needs of our customers in our served market segments. We anticipate that our investment in these key resources will continue to drive our growth now and in the future. We expect to continue the shift from being a component supplier to a more complete solutions provider, along with the application of AST, to drive cost reduction.
Our global production footprint provides us with the opportunity to be a value added supplier for global companies who require support around the world. We will continue to evaluate and find areas to leverage our current manufacturing and sales footprint to drive sales and improve efficiencies.
In addition to our strategy described above, time and resources have been spent during 2023 to further understand the ESG ecosystem and developments impacting stakeholder expectations and assess our performance. The Company has a number of initiatives focused on individual components of ESG, and, under the oversight of the Board of Directors, is continuing to integrate ESG with our broader strategy and Enterprise Risk Management (ERM). The strategy will include looking to further enhance the Company’s ability to meet ongoing and emerging challenges, including the impacts of the COVID-19 pandemic.
Critical Accounting Policies and Estimates
Management’s discussion and analysis of financial condition and results of operations are based upon our consolidated financial statements which have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”). We make estimates and assumptions in the preparation of our consolidated financial statements that affect the reported amounts of assets and liabilities, revenue and expenses and related disclosures of contingent assets and liabilities. We base our estimates and judgments upon historical experience and other factors that are believed to be reasonable under the circumstances. Changes in estimates or assumptions could result in a material adjustment to the consolidated financial statements.
We have identified several critical accounting estimates. An accounting estimate is considered critical if both: (a) the nature of the estimates or assumptions is material due to the levels of subjectivity and judgment involved, and (b) the impact of changes in the estimates and assumptions would have a material effect on the consolidated financial statements. This listing is not a comprehensive list of all of our accounting policies. For further information regarding the application of these and other accounting policies, See Note 1, Business and Summary of Significant Accounting Policies of the notes to consolidated financial statements contained in Item 8 of this report for additional information.
The Company’s critical accounting policies and estimates include:
Revenue Recognition
The Company considers control of most products to transfer at a single point in time when control is transferred to the customer, generally when the products are shipped in accordance with an agreement and/or purchase order. Control is defined as the ability to direct the use of and obtain substantially all of the remaining benefits of the product. The Company satisfies its performance obligations under a contract with a customer by transferring goods and services generally in exchange for monetary consideration from the customer. The Company considers the customer’s purchase
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order, and the Company’s corresponding sales order acknowledgment as the contract with the customer. In the normal course of business, the Company does not accept product returns unless the item is defective as manufactured. The Company establishes provisions for estimated returns and warranties. All contracts include a standard warranty clause to guarantee that the product complies with agreed specifications.
Inventories
Inventories are measured on a first-in, first-out basis at the lower of cost or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Inventory costing requires complex calculations that include assumptions for overhead absorption, scrap, sample calculations, manufacturing yield estimates, costs to sell, and the determination of which costs may be capitalized. The Company’s estimate of the appropriate amount of obsolete or excess inventory, as well as inventory that is not of saleable quality, uses certain inputs and involves judgment. Such inputs include data associated with historic trends, the demand forecast for inventory on-hand which includes customer orders, and item specific estimates about the timing or level of demand for a specific part.
Historically, our inventory adjustment has been adequate to cover our losses. However, variations in methods or assumptions could have a material impact on our results. If our demand forecast for specific products is greater than actual demand and we fail to reduce manufacturing output accordingly, we could be required to record additional inventory write-downs or expense a greater amount of overhead costs, which would negatively impact our net income. As of December 31, 2023, we have $117,686 of inventory recorded on our consolidated balance sheet, representing approximately 20% of total assets. A 1% write-down of our inventory would decrease our 2023 net income by approximately $900, or $0.05 per diluted share.
Evaluation of Goodwill for impairment
We test the reporting unit’s goodwill for impairment as of October 31st of each fiscal year and between annual tests if an event occurs or circumstances change that may indicate that the fair value of the reporting unit is below its carrying value. In conducting this annual impairment test, we may first perform a qualitative assessment of whether it is more-likely-than-not that the reporting unit’s fair value is less than its carrying value. If we determine that it is not more-likely-than-not that the fair value of the reporting unit is less than its carrying amount, no further goodwill impairment testing is required. If it is more-likely-than-not that the reporting unit’s fair value is less than its carrying value, or if we elect not to perform a qualitative assessment of a reporting unit, a quantitative analysis is performed, in which the fair value of the reporting unit is compared to its carrying amount. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss is recognized equal to the excess, limited to the amount of goodwill allocated to that reporting unit.
We performed a qualitative assessment of our single reporting unit as of October 31, 2023. As part of this analysis, we evaluated factors including, but not limited to, our market capitalization and stock price performance, macro-economic conditions, market and industry conditions, cost factors, the competitive environment, and the operational stability and overall financial performance of our reporting unit. The assessment indicated that it was more-likely-than-not that the fair value of our reporting unit exceeded its carrying amount, and as such, a quantitative assessment was not performed.
We do not believe that our reporting unit is at risk for impairment. However, changes to the factors considered above could affect the estimated fair value of our reporting unit and could result in a goodwill impairment charge in a future period. As of December 31, 2023, we have $131,338 of goodwill recorded on our consolidated balance sheet, representing approximately 22% of total assets. A 1% write-down of our goodwill would decrease our 2023 net income by approximately $1,000, or $0.06 per diluted share.
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Business Combinations
The Company allocates the purchase price of an acquired company, including when applicable, the acquisition date fair value of contingent consideration between tangible and intangible assets acquired and liabilities assumed from the acquired business based on their estimated fair values, with the residual of the purchase price recorded as goodwill. Third party appraisal firms and other consultants are engaged to assist management in determining the fair values of certain assets acquired and liabilities assumed. Estimating fair values requires significant judgments, estimates and assumptions, including but not limited to: discount rates, future cash flows and the economic lives of trade names, technology, customer relationships, and property, plant and equipment. These estimates are based on historical experience and information obtained from the management of the acquired companies and are inherently uncertain.
Impact of Recently Issued Accounting Pronouncements
In the normal course of business, we evaluate all new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”), Securities and Exchange Commission (“SEC”), Emerging Issues Task Force (“EITF”) or other authoritative accounting bodies to determine the potential impact they may have on our consolidated financial statements. See Note 1, Business and Summary of Significant Accounting Policies of the notes to consolidated financial statements contained in Item 8 of this report for additional information about these recently issued accounting standards and their potential impact on our financial condition or results of operations.
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Operating Results
The following discussion is a comparison between fiscal year 2023 and fiscal year 2022 results. For a discussion of our results of operations for the year ended December 31, 2022 compared to the year ended December 31, 2021, please refer to Item 7 of Part II, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on March 7, 2023.
Year 2023 compared to 2022
For the year ended |
| 2023 vs. 2022 | ||||||||||
December 31, | Variance |
| ||||||||||
(Dollars in thousands, except per share data) |
| 2023 |
| 2022 | $ |
| % | |||||
Revenues | $ | 578,634 | $ | 502,988 | $ | 75,646 | 15 | % | ||||
Cost of goods sold |
| 394,951 |
| 345,729 |
| 49,222 | 14 | % | ||||
Gross profit |
| 183,683 |
| 157,259 |
| 26,424 | 17 | % | ||||
Gross margin percentage |
| 31.7 | % |
| 31.3 | % |
|
|
| |||
Operating costs and expenses: |
|
|
|
|
|
|
| |||||
Selling |
| 24,713 |
| 21,877 |
| 2,836 | 13 | % | ||||
General and administrative |
| 58,403 |
| 50,677 |
| 7,726 | 15 | % | ||||
Engineering and development |
| 41,665 |
| 38,561 |
| 3,104 | 8 | % | ||||
Business development |
| 4,275 |
| 3,319 |
| 956 | 29 | % | ||||
Amortization of intangible assets |
| 12,313 |
| 11,169 |
| 1,144 | 10 | % | ||||
Total operating costs and expenses |
| 141,369 |
| 125,603 |
| 15,766 | 13 | % | ||||
Operating income |
| 42,314 |
| 31,656 |
| 10,658 | 34 | % | ||||
Interest expense |
| 12,383 |
| 7,692 |
| 4,691 | 61 | % | ||||
Other expense, net |
| 231 |
| 283 |
| (52) | (18) | % | ||||
Total other expense, net |
| 12,614 |
| 7,975 |
| 4,639 | 58 | % | ||||
Income before income taxes |
| 29,700 |
| 23,681 |
| 6,019 | 25 | % | ||||
Income tax provision |
| (5,603) |
| (6,292) |
| 689 | (11) | % | ||||
Net income | $ | 24,097 | $ | 17,389 | $ | 6,708 | 39 | % | ||||
|
|
|
|
|
|
| ||||||
Effective tax rate |
| 18.9 | % |
| 26.6 | % | ||||||
Diluted earnings per share | $ | 1.48 | $ | 1.09 | $ | 0.39 | 36 | % | ||||
Bookings | $ | 520,275 | $ | 566,226 | $ | (45,951) | (8) | % | ||||
Backlog | $ | 276,093 | $ | 330,078 | $ | (53,985) | (16) | % | ||||
REVENUES: The increase in revenues in 2023 reflects improved sales in certain markets we serve, specifically Industrial and A&D. The increase reflects the economic recovery and the increases in demand from many of our served markets, as certain markets continued to experience supply chain constraints in the prior year period impacting customer order patterns and lead times. Our sales for 2023 were comprised of 59% to U.S. customers and 41% to customers primarily in Europe, Canada and Asia-Pacific. The overall increase in revenue was due to a 15% volume increase and a minimal foreign currency impact. The acquisitions completed in 2022 and 2023 contributed an incremental $10,057 of revenues in 2023. See information included in “Non – GAAP Measures” below for a discussion of the non-GAAP measure and reconciliation of revenue to revenue excluding foreign currency impacts.
ORDER BOOKINGS AND BACKLOG: The 8% decrease in orders in 2023 compared to 2022 is due to an 8% decrease in volume with minimal foreign currency impact. Decreases in bookings are primarily due to a normalization of customer order patterns as lead times are reducing due to improvement in the global supply chain environment and, to a lesser extent, economic softening in some European markets. The acquisitions completed in 2022 and 2023 contributed an incremental $7,380 of orders in 2023. The decrease in backlog as of December 31, 2023, compared to December 31, 2022 includes incremental backlog of $2,344 from the acquisition that was completed during 2023.
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GROSS PROFIT AND GROSS MARGIN: Gross margins improved to 31.7% for 2023, compared to 31.3% for 2022. The increase in gross margin percentage was largely driven by volume increases of higher margin products primarily in our Industrial and A&D markets combined with pricing and margin accretive acquisitions. The margin expansion continues to be muted, to some extent, by the continued increases in material and labor costs..
SELLING EXPENSES: Selling expenses increased 13% during 2023 compared to 2022 primarily due to sales commissions related to the revenue growth as well as increased costs in connection with our acquisitions. Selling expenses as a percentage of revenues were comparable at 4% during 2023 and 2022.
GENERAL AND ADMINISTRATIVE EXPENSES: General and administrative expenses increased by 15% during 2023 compared to 2022 due primarily to incentive compensation-related expenses due to current year Company performance and increased costs in connection with our acquisitions. As a percentage of revenues, general and administrative expenses were comparable at 10% in both 2023 and 2022.
ENGINEERING AND DEVELOPMENT EXPENSES: Engineering and development expenses increased by 8% in 2023 compared to 2022. The increase is primarily due to the continued ramp up of development projects to meet the future needs of target markets and supporting growing customer application development needs, as well as increased costs in connection with our acquisitions. As a percentage of revenues, engineering and development expenses were 7% and 8% for the years ended December 31, 2023 and 2022, respectively.
BUSINESS DEVELOPMENT COSTS: The increase in business development costs in 2023 compared to 2022 is largely due to fair value changes of contingent consideration of $1.9 million related to acquisitions, manufacturing footprint rationalization, and costs incurred due to current period acquisition activities, offset by lower acquisition-related costs in 2023.
AMORTIZATION OF INTANGIBLE ASSETS: Amortization of intangible assets increased 10% in 2023 compared to 2022, due to the inclusion of the full year of intangible asset amortization of the 2022 acquisitions and, to a lesser extent, the incremental intangible asset amortization from the 2023 acquisition.
INTEREST EXPENSE: Interest expense increased by 61% in 2023 compared to 2022 primarily due to higher interest rates, offset in part by the impact of interest rate swaps.
INCOME TAXES: For 2023 and 2022, the effective income tax rate was 18.9% and 26.6%, respectively. The effective rate differs from the statutory rate primarily due to state income taxes, the impact of foreign tax provisions in the U.S., foreign tax rate differences, Section 162(m) compensation limits, and the benefit of Research and Development tax credits and incentives. The effective tax rate for 2023 was lower than the effective tax rate for 2022 primarily due to increases in certain credits and incentives, the realization of certain deferred income tax assets that had been reserved in prior years, as well as the impact of the mix of foreign and domestic income.
NET INCOME AND ADJUSTED NET INCOME: Net income increased during 2023 compared to 2022, primarily due to operating income increases, reflecting increased revenues and higher gross margin, partially offset by an increase in operating expenses and interest expense.
Adjusted net income for the years ended December 31, 2023 and 2022 was $37,458 and $29,971, respectively. Adjusted diluted earnings per share for 2023 and 2022 were $2.30 and $1.88, respectively. Adjusted net income and adjusted diluted earnings per share are non-GAAP measures. See information included in “Non–GAAP Measures” below for a discussion of the non-GAAP measure and reconciliation of net income to Adjusted net income and diluted earnings per share to Adjusted diluted earnings per share.
EBITDA AND ADJUSTED EBITDA: EBITDA was $67,151 for 2023 compared to $56,859 for 2022. Adjusted EBITDA was $77,184 and $65,549 for 2023 and 2022, respectively. EBITDA and Adjusted EBITDA are non-GAAP measures. EBITDA consists of income before interest expense, provision for income taxes, and depreciation and amortization. Adjusted EBITDA also excludes stock-based compensation expense, foreign currency gain/loss and certain other items. Refer to information included in “Non-GAAP Measures” below for a discussion of the non-GAAP measure and a reconciliation of net income to EBITDA and Adjusted EBITDA.
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Non-GAAP Measures
Organic growth, 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 GAAP.
Management believes the presentation of these financial measures reflecting non-GAAP adjustments provides important supplemental information to investors and other users of our financial statements 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. These non-GAAP disclosures have limitations as analytical tools, should not be viewed as a substitute for revenue and 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, 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 that revenue excluding foreign currency exchange impacts is a useful measure in analyzing sales results. The Company excludes the effect of currency translation from revenue for this measure because currency translation is not under management’s control, is subject to volatility and can obscure underlying business trends. The portion of revenue attributable to currency translation is calculated as the difference between the current period revenue and the current period revenue after applying foreign exchange rates from the prior period.
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, acquisitions, 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.
The Company also believes that Adjusted EBITDA provides helpful information about the operating performance of its business. Adjusted EBITDA excludes stock-based compensation expense, as well as business development costs, foreign currency gains/losses on short-term assets and liabilities, and other items that are not indicative of the Company’s core operating performance. 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 GAAP.
Management uses Adjusted net income and Adjusted diluted earnings per share to assess the Company’s consolidated financial and operating performance. Adjusted net income and Adjusted diluted earnings per share are provided for informational purposes only and are not a measure of financial performance under GAAP. These measures help management make decisions that are expected to facilitate meeting current financial goals as well as achieving optimal financial performance. Adjusted net income provides management with a measure of financial performance of the Company based on operational factors as it removes the impact of certain non-routine items from the Company’s operating results. Adjusted diluted earnings per share provides management with an indication of how Adjusted net income would be reflected on a per share basis for comparison to the GAAP diluted earnings per share measure. Adjusted net income is a key metric used by senior management and the Company’s Board of Directors to review the consolidated financial performance of the business. This measure adjusts net income determined in accordance with GAAP to reflect changes in financial results associated with the highlighted expense and income items. Organic growth is reported revenues adjusted for the impact of foreign currency and the revenue contribution from acquisitions.
The Company’s calculation of organic growth for 2023 is as follows:
| Year ended | |||
| December 31, 2023 | |||
Revenue increase over prior year | 15.0 | % | ||
Less: Impact of acquisitions and foreign currency | 1.9 | |||
Organic growth | 13.1 | % | ||
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The Company’s calculation of EBITDA and Adjusted EBITDA for 2023 and 2022 is as follows (in thousands):
| Year ended | |||||
December 31, | ||||||
| 2023 |
| 2022 | |||
Net income as reported | $ | 24,097 | $ | 17,389 | ||
Interest expense |
| 12,383 |
| 7,692 | ||
Provision for income tax |
| 5,603 |
| 6,292 | ||
Depreciation and amortization |
| 25,068 |
| 25,486 | ||
EBITDA |
| 67,151 |
| 56,859 | ||
Stock-based compensation expense |
| 5,477 |
| 5,073 | ||
Business development costs |
| 4,275 |
| 3,319 | ||
Foreign currency loss | 281 | 298 | ||||
Adjusted EBITDA | $ | 77,184 | $ | 65,549 | ||
The Company’s calculation of Adjusted net income and Adjusted diluted earnings per share for years ended December 31, 2023 and 2022 is as follows (in thousands, except per share data):
| For the year ended | |||||||||||
December 31, | ||||||||||||
|
| Per diluted |
|
| Per diluted | |||||||
2023 | share | 2022 | share | |||||||||
Net income as reported | $ | 24,097 | $ | 1.48 | $ | 17,389 | $ | 1.09 | ||||
Non-GAAP adjustments, net of tax (1) |
|
|
|
|
|
|
|
| ||||
Amortization of intangible assets – net |
| 9,752 |
| 0.60 |
| 9,812 |
| 0.62 | ||||
Foreign currency loss – net |
| 223 |
| 0.01 |
| 228 |
| 0.01 | ||||
Business development costs – net |
| 3,386 |
| 0.21 |
| 2,542 |
| 0.16 | ||||
Non-GAAP adjusted net income and adjusted diluted earnings per share | $ | 37,458 | $ | 2.30 | $ | 29,971 | $ | 1.88 | ||||
| (1) | Applies a blended federal, state, and foreign tax rate of approximately 21% in 2023 and 23% in 2022 applicable to the non-GAAP adjustments. |
Liquidity and Capital Resources
The Company’s liquidity position as measured by cash and cash equivalents increased by $1,287 to a balance of $31,901 at December 31, 2023 from 2022.
| |||||||||
Year Ended December 31, | 2023 vs. 2022 | ||||||||
(in thousands): |
| 2023 |
| 2022 |
| $ | |||
Net cash provided by operating activities | $ | 45,038 | $ | 5,596 | $ | 39,442 | |||
Net cash used in investing activities | (22,607) |
| (60,011) |
| 37,404 | ||||
Net cash (used in) provided by financing activities | (21,317) |
| 63,605 |
| (84,922) | ||||
Effect of foreign exchange rates on cash | 173 |
| (1,039) |
| 1,212 | ||||
Net increase in cash and cash equivalents | $ | 1,287 | $ | 8,151 | $ | (6,864) | |||
Of the $31,901 cash and cash equivalents on hand at December 31, 2023, $20,704 was located at our foreign subsidiaries and may be subject to withholding tax if repatriated to the U.S.
32
During 2023, the cash provided by operating activities increased from 2022 primarily due to increases in net income, adjusted for non-cash items, as well as improvements in working capital, most notably receivables and inventories, due to improvement in 2023 of supply chains as inventories had been significantly impacted by supply chain disruptions during 2022.
The cash used in investing activities in 2023 decreased as compared with 2022, due to less acquisition activity and, to a lesser extent, timing of capital expenditures. The Company expects 2024 capital expenditures to be approximately $16,000 to $20,000.
Cash used in financing activities in 2023 as compared to cash provided from financing activities in 2022 reflects the increase in debt payments made during 2023 due to cash generated from operations, as well as lower debt borrowings due to less acquisition activity as compared to 2022. The 2023 activity includes Amended Revolving Facility borrowings of $7,000 to fund business acquisition activity in the third quarter of 2023, as compared to the $71,000 to fund the three acquisitions in the second quarter of 2022 and, to a lesser extent, inventory requirements during uncertain supply chain environments in 2022. Debt payments of $28,395 and $7,585 were made during 2023 and 2022, respectively. At December 31, 2023, the Company had $210,120 of obligations under the Amended Revolving Facility, excluding deferred financing costs.
The Amended Credit Agreement includes covenants and restrictions that limit the Company’s ability to incur additional indebtedness, make certain investments, create, incur or assume certain liens, merge, consolidate or sell all or substantially all of its assets and enter into transactions with an affiliate of the Company on other than an arms’ length transaction. These covenants, which are described more fully in the Amended Credit Agreement, to which reference is made for a complete statement of the covenants, are subject to certain exceptions. The Amended Credit Agreement contains financial covenants that require that the Company maintain a minimum interest coverage ratio of at least 3.0 to 1.0 at the end of each fiscal quarter. In addition, the Company’s Leverage Ratio at the end of any fiscal quarter shall not be greater than 3.5 to 1.0 ratio; provided that the Company may elect to temporarily increase the Leverage Ratio by 0.5x during the twelve-month period following a material acquisition under the Amended Credit Agreement (“acquisition leverage increase”), subject to certain exceptions. The Company was in compliance with all covenants at December 31, 2023 as well as at each quarter end during 2023.
As of December 31, 2023, the unused Amended Revolving Facility was $69,880. The amount available to borrow may be lower and may vary from period to period based upon our debt and EBITDA levels, which impacts our covenant calculations. The Amended Credit Agreement matures in February 2025.
There were no borrowings under the China Facility during 2023 or 2022. The Company closed the China Facility during 2023.
The Company declared dividends, in total, of $0.115 and $0.10 per share during 2023 and 2022, respectively. 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 Amended Credit Agreement (refer to Note 7, Debt Obligations, of the notes to consolidated financial statements for definition and terms).
We believe our diverse markets, our strong market position in many of our businesses, and the steps we have taken to strengthen our balance sheet, such as retaining cash to support shorter term needs and amending our revolving credit facility leaves us well-positioned to manage our business. We continually assess our liquidity and cash positions taking geopolitical and other uncertainties into consideration. Based on our analysis, we believe our existing balances of cash, our currently anticipated operating cash flows, and our available financing under agreements in place will be more than sufficient to meet our cash needs arising in the ordinary course of business for the next twelve months.
Item 7A. Qualitative and Quantitative Disclosures about Market Risk
Foreign Currency
We have international operations in The Netherlands, Sweden, Germany, China, Portugal, Canada, Czech Republic, Mexico, the United Kingdom and New Zealand which expose us to foreign currency exchange rate fluctuations due to
33
transactions denominated in Euros, Swedish Krona, Chinese Renminbi, Canadian dollar, Czech Krona, Mexican pesos, British Pound Sterling, and New Zealand dollar, respectively. We continuously evaluate our foreign currency risk and we take action from time to time in order to best mitigate these risks. A hypothetical 10% change in the value of the U.S. dollar in relation to our most significant foreign currency exposures would have had an impact of approximately $19,175 on our 2023 sales. This amount is not indicative of the hypothetical net earnings impact due to partially offsetting impacts on cost of sales and operating expenses in those currencies. We estimate that foreign currency exchange rate fluctuations decreased sales in 2023 compared to 2022 by approximately $258.
We translate all assets and liabilities of our foreign operations, where the U.S. dollar is not the functional currency, at the period-end exchange rate and translate sales and expenses at the average exchange rates in effect during the period. The net effect of these translation adjustments is recorded in the consolidated financial statements as comprehensive (loss) income. The translation adjustment was a gain of $3,669 and a loss of $9,516 for the years ended December 31, 2023 and 2022, respectively. Translation adjustments are not adjusted for income taxes as they relate to permanent investments in our foreign subsidiaries. A hypothetical 10% change in the value of the U.S. dollar in relation to our most significant foreign currency net assets would have had an impact of approximately $16,280 on our foreign net assets as of December 31, 2023.
We have contracts to hedge our short-term balance sheet exposure, primarily intercompany, that are denominated in currencies (Euro, Mexican Peso, Canadian Dollar, New Zealand Dollar, Chinese Renminbi, Swedish Krona) other than the subsidiary’s functional currency and are adjusted to current values using period-end exchange rates. The resulting gains or losses are recorded in other expense (income), net in the consolidated statements of income and comprehensive income. To minimize foreign currency exposure, the Company had foreign currency contracts with notional amounts of $22,193 and $18,981 at December 31, 2023 and 2022, respectively. The foreign currency contracts are recorded in the consolidated balance sheets at fair value and resulting gains or losses are recorded in other expense (income), net in the consolidated statements of income and comprehensive income. During the years ended December 31, 2023 and 2022, we recorded losses of $115 and $1,109, respectively, which is included in other expense (income), net and generally offset the gains or losses from the foreign currency adjustments on the intercompany balances that are also included in other expense (income), net. Net foreign currency transaction gains and losses included in total other expense (income), net amounted to a loss of $281 and a gain of $298 in 2023 and 2022, respectively.
Interest Rates
Interest rates on our Amended Credit Agreement are based on Term SOFR plus a margin of 1.00% to 2.25% (1.625% at December 31, 2023), depending on the Company’s ratio of total funded indebtedness to consolidated EBITDA. We use interest rate derivatives to add stability to interest expense and to manage our exposure to interest rate movements. We primarily use interest rate swaps as part of our interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. In February 2017, the Company entered into three interest rate swaps with a combined notional amount of $40,000 that matured in February 2022. In March 2020, the Company entered into two additional interest rate swaps with a combined notional amount of $20,000 that increased to $60,000 in March 2022 and matures in December 2024. In March 2022 the Company entered into an additional interest rate swap with a notional amount of $40,000 that matures in December 2026.
As of December 31, 2023, we had $210,120 outstanding under the Amended Revolving Facility (excluding deferred financing fees), of which $100,000 is currently being hedged. Refer to Note 7, Debt Obligations, of the notes to consolidated financial statements for additional information about our outstanding debt. A hypothetical one percentage point (100 basis points) change in the Base Rate on the $110,120 of unhedged floating rate debt outstanding at December 31, 2023 would have an impact of approximately $1,101 on our interest expense for 2023.
34
Item 8. Financial Statements and Supplementary Data
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Allient Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Allient Inc. and subsidiaries (formerly Allied Motion Technologies Inc. and subsidiaries) (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of income and comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 5, 2024, expressed an unqualified opinion on the Company’s internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Inventories—Refer to Note 1 to the financial statements
Critical Audit Matter Description
Inventories are measured on a first-in, first-out basis at the lower of cost or net realizable value. The valuation of inventory requires the Company to estimate obsolete or excess inventory, as well as inventory that is not of saleable quality. The Company’s estimate of the appropriate amount of obsolete or excess inventory, as well as inventory that is not of saleable quality, uses certain inputs and involves judgment. Such inputs include data associated with historic trends, the demand forecast for inventory on-hand which includes customer orders, and item specific estimates about the timing or level of demand for a specific part.
35
We identified the estimate of obsolete or excess inventory, as well as inventory that is not of saleable quality, as a critical audit matter because of the significant amount of judgment required by management when evaluating the assumptions for item specific estimates about the timing or level of demand for a specific part. This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of the item specific estimates about the timing or level of demand for a specific part.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the valuation of obsolete or excess inventory, as well as inventory that is not of saleable quality, included the following, among others:
| ● | We tested the effectiveness of internal controls over management’s review of the periodic calculation of the valuation for obsolete or excess inventory, as well as inventory that is not of saleable quality. |
| ● | We tested management’s process for determining the valuation of inventory, including: |
| – | We evaluated the appropriateness of specified inputs supporting management’s estimate, including the historic inventory trends and the forecasts. |
| – | We evaluated whether the appropriateness of management’s methodology and assumptions used in developing the estimate are reasonable and consistent with the nature of the inventory, including the evaluation of item specific estimates about the timing or level of demand for a specific part. |
| – | We evaluated management’s ability to accurately estimate obsolete or excess inventory, as well as inventory that is not of saleable quality by comparing actual results to management’s historical estimates. |
| – | We considered events and trends discussed in industry and analyst reports and disclosed in recent press releases from the Company’s major customers (including financial information) when evaluating the reasonableness of their assumptions. In addition, we also considered any changes within the business, including restructuring events and strategic changes. |
/s/
March 5, 2024
We have served as the Company’s auditor since 2018.
36
ALLIENT INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
December 31, | ||||||
| 2023 |
| 2022 | |||
Assets | ||||||
Current assets: | ||||||
Cash and cash equivalents | $ | | $ | | ||
Trade receivables, net of provision for credit losses of $ | | | ||||
Inventories |
| |
| | ||
Prepaid expenses and other assets |
| |
| | ||
Total current assets |
| |
| | ||
Property, plant, and equipment, net |
| |
| | ||
Deferred income taxes |
| |
| | ||
Intangible assets, net |
| |
| | ||
Goodwill |
| |
| | ||
Operating lease assets | | | ||||
Other long-term assets |
| |
| | ||
Total Assets | $ | | $ | | ||
Liabilities and Stockholders’ Equity | ||||||
Current liabilities: | ||||||
Accounts payable | $ | | $ | | ||
Accrued liabilities |
| |
| | ||
Total current liabilities |
| |
| | ||
Long-term debt |
| |
| | ||
Deferred income taxes |
| |
| | ||
Pension and post-retirement obligations |
| |
| | ||
Operating lease liabilities | | | ||||
Other long-term liabilities | | | ||||
Total liabilities |
| |
| | ||
Commitments and contingencies (Note 11) | ||||||
Stockholders’ Equity: | ||||||
Common stock, |
| |
| | ||
Preferred stock, par value $ |
|
| ||||
Retained earnings |
| |
| | ||
Accumulated other comprehensive loss |
| ( |
| ( | ||
Total stockholders’ equity |
| |
| | ||
Total Liabilities and Stockholders’ Equity | $ | | $ | | ||
See accompanying notes to consolidated financial statements.
37
ALLIENT INC.
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(In thousands, except per share data)
For the year ended | |||||||||
December 31, | December 31, | December 31, | |||||||
| 2023 |
| 2022 |
| 2021 | ||||
Revenues | $ | | $ | | $ | | |||
Cost of goods sold |
| |
| |
| | |||
Gross profit |
| |
| |
| | |||
Operating costs and expenses: | |||||||||
Selling |
| |
| |
| | |||
General and administrative |
| |
| |
| | |||
Engineering and development |
| |
| |
| | |||
Business development |
| |
| |
| | |||
Amortization of intangible assets |
| |
| |
| | |||
Total operating costs and expenses |
| |
| |
| | |||
Operating income |
| |
| |
| | |||
Other expense, net: | |||||||||
Interest expense |
| |
| |
| | |||
Other expense (income), net |
| |
| |
| ( | |||
Total other expense, net |
| |
| |
| | |||
Income before income taxes |
| |
| |
| | |||
Income tax (provision) benefit |
| ( |
| ( |
| | |||
Net income | $ | | $ | | $ | | |||
Basic earnings per share: | |||||||||
Earnings per share | $ | | $ | | $ | | |||
Basic weighted average common shares |
| |
| |
| | |||
Diluted earnings per share: | |||||||||
Earnings per share | $ | | $ | | $ | | |||
Diluted weighted average common shares |
| |
| |
| | |||
Net income | $ | | $ | | $ | | |||
Other comprehensive income (loss): | |||||||||
Foreign currency translation adjustment | | ( | ( | ||||||
Change in accumulated (loss) income on derivatives, net of tax | ( | | | ||||||
Pension adjustments, net of tax | | | | ||||||
Comprehensive income | $ | | $ | | $ | | |||
See accompanying notes to consolidated financial statements.
38
ALLIENT INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands, except per share data)
| Common Stock |
|
| Accumulated Other Comprehensive Income (Loss) |
| |||||||||||||||
Foreign Currency | Accumulated | Total | ||||||||||||||||||
Retained | Translation | income (loss) on | Pension | Stockholders' | ||||||||||||||||
(In thousands except per share data) |
| Shares |
| Amount |
| Earnings |
| Adjustments |
| derivatives |
| Adjustments |
| Equity | ||||||
Balances, December 31, 2020 |
| | $ | | $ | | $ | ( | $ | ( | $ | ( | $ | | ||||||
Stock transactions under employee benefit stock plans |
| |
| |
| | ||||||||||||||
Issuance of restricted stock, net of forfeitures |
| |
| |
| | ||||||||||||||
Share issuance in connection with acquisitions | | | | |||||||||||||||||
Stock compensation expense | |
| | |||||||||||||||||
Shares withheld for payment of employee payroll taxes | ( | ( | ( | |||||||||||||||||
Comprehensive (loss) income |
| ( |
| |
| |
| ( | ||||||||||||
Tax effect | ( |
| ( |
| ( | |||||||||||||||
Net income |
| |
| | ||||||||||||||||
Dividends to stockholders - $ |
| ( |
| ( | ||||||||||||||||
Balances, December 31, 2021 |
| | | | ( | | ( | | ||||||||||||
Stock transactions under employee benefit stock plans |
| | |
| | |||||||||||||||
Issuance of restricted stock, net of forfeitures |
| | ( |
| ( | |||||||||||||||
Share issuance in connection with acquisitions | | | | |||||||||||||||||
Stock compensation expense | |
| | |||||||||||||||||
Shares withheld for payment of employee payroll taxes | ( | ( | ( | |||||||||||||||||
Comprehensive (loss) income | ( | | |
| ( | |||||||||||||||
Tax effect | ( | ( |
| ( | ||||||||||||||||
Net income | |
| | |||||||||||||||||
Dividends to stockholders - $ | ( |
| ( | |||||||||||||||||
Balances, December 31, 2022 |
| | | | ( | | ( | | ||||||||||||
Stock transactions under employee benefit stock plans |
| | |
| | |||||||||||||||
Issuance of restricted stock, net of forfeitures |
| | |
| | |||||||||||||||
Share issuance in connection with acquisitions | | | | |||||||||||||||||
Stock compensation expense | |
| | |||||||||||||||||
Shares withheld for payment of employee payroll taxes | ( | ( | ( | |||||||||||||||||
Comprehensive income (loss) | | ( | |
| | |||||||||||||||
Tax effect | | ( |
| | ||||||||||||||||
Net income | |
| | |||||||||||||||||
Dividends to stockholders - $ | ( |
| ( | |||||||||||||||||
Balances, December 31, 2023 |
| | $ | | $ | | $ | ( | $ | | $ | ( | $ | | ||||||
See accompanying notes to consolidated financial statements.
39
ALLIENT INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
For the year ended | |||||||||
December 31, | December 31, | December 31, | |||||||
| 2023 |
| 2022 |
| 2021 | ||||
Cash Flows From Operating Activities: | |||||||||
Net income | $ | | $ | | $ | | |||
Adjustments to reconcile net income to net cash provided by operating activities | |||||||||
Depreciation and amortization |
| |
| |
| | |||
Deferred income taxes |
| ( |
| ( |
| ( | |||
Provision for excess and obsolete inventory |
| |
| |
| | |||
Stock-based compensation expense | | | | ||||||
Debt issue cost amortization recorded in interest expense | | | | ||||||
Other |
| |
| |
| | |||
Changes in operating assets and liabilities, net of acquisitions: | |||||||||
Trade receivables |
| ( |
| ( |
| ( | |||
Inventories |
| ( |
| ( |
| ( | |||
Prepaid expenses and other assets |
| |
| |
| ( | |||
Accounts payable |
| ( |
| |
| | |||
Accrued liabilities |
| ( |
| |
| | |||
Net cash provided by operating activities |
| |
| |
| | |||
Cash Flows From Investing Activities: | |||||||||
Consideration paid for acquisitions, net of cash acquired |
| ( |
| ( |
| ( | |||
Purchase of property and equipment | ( | ( | ( | ||||||
Net cash used in investing activities |
| ( |
| ( |
| ( | |||
Cash Flows From Financing Activities: | |||||||||
Proceeds from issuance of long-term debt |
| |
| |
| | |||
Principal payments of long-term debt and finance lease obligations | ( | ( | ( | ||||||
Payment of debt issuance costs |
| — |
| ( |
| — | |||
Dividends paid to stockholders |
| ( |
| ( |
| ( | |||
Tax withholdings related to net share settlements of restricted stock | ( | ( | ( | ||||||
Net cash (used in) provided by financing activities |
| ( |
| |
| | |||
Effect of foreign exchange rate changes on cash |
| |
| ( |
| ( | |||
Net increase (decrease) in cash and cash equivalents |
| |
| |
| ( | |||
Cash and cash equivalents at beginning of period |
| |
| |
| | |||
Cash and cash equivalents at end of period | $ | | $ | | $ | | |||
Supplemental disclosure of cash flow information: | |||||||||
Stock issued for acquisitions | $ | | $ | | $ | | |||
Property, plant and equipment purchases in accounts payable or accrued expenses | $ | | $ | | $ | | |||
See accompanying notes to consolidated financial statements.
40
ALLIENT INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data)
1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business
Effective August 23, 2023, Allied Motion Technologies Inc. (“Allied Motion”) changed its name to Allient Inc. (“Allient” or the “Company”). In conjunction with the name change, Allient’s ticker symbol has changed from “AMOT” to “ALNT”. The name change reflects the Company’s evolution of its business to transform from a products-based business in motion control to a solutions-oriented company that addresses its customers’ requirements for Motion, Controls and Power technologies for a multitude of applications.
The Company is engaged in the business of designing, manufacturing, and selling precision motion, control, power and structural composites to provide integrated system solutions as well as individual products, to a broad spectrum of customers throughout the world primarily for the industrial, vehicle, medical, 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 intercompany accounts and transactions are eliminated in consolidation.
For business combinations, net assets acquired, and liabilities assumed are recorded at their estimated fair values.
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.
Accounts Receivable
Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The provision for credit losses 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 provisions in the future.
| December 31, 2023 |
| December 31, 2022 | |||
Beginning balance | $ | | $ | | ||
Additional reserves |
| |
| | ||
Write-offs |
| ( |
| ( | ||
Effect of foreign currency translation | | ( | ||||
Ending balance | $ | | $ | | ||
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 net realizable value, as follows (in thousands):
December 31, 2023 |
| December 31, 2022 | ||||
Parts and raw materials | $ | | $ | | ||
Work-in-process |
| |
| | ||
Finished goods |
| |
| | ||
$ | | $ | | |||
41
ALLIENT INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data)
Property, Plant and Equipment
Property, plant and equipment is classified as follows (in thousands):
|
| December 31, |
| December 31, | ||||
Useful lives | 2023 | 2022 | ||||||
Land | $ | | $ | | ||||
Building and improvements |
| 5 - |
| |
| | ||
Machinery, equipment, tools and dies |
| 3 - |
| |
| | ||
Construction in progress | | | ||||||
Furniture, fixtures and other |
| 3 - |
| |
| | ||
| |
| | |||||
Less accumulated depreciation |
| ( |
| ( | ||||
Property, plant, and equipment, net | $ | | $ | | ||||
Depreciation expense is provided using the straight-line method over the estimated useful lives of the assets. Amortization of building improvements is provided using the straight-line method over the life of the lease term or the life of the asset, 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 $
Intangible Assets
Intangible assets, other than goodwill, are initially recorded at fair value and are amortized over their estimated useful lives using an accelerated or straight-line method which approximates the pattern of expected cash flows over the remaining useful lives of the intangible assets.
Impairment of Long-Lived Assets
The Company reviews the carrying values of its long-lived assets, including property, plant and equipment and intangible assets, on an annual basis and whenever events or changes in circumstances indicate that such carrying values may not be recoverable. Long-lived assets are recorded at their carrying amounts if the projected cash flows from their use will recover their carrying amounts on an undiscounted basis and without considering interest. If projected cash flows are less than their carrying value, the long-lived assets must be reduced to their estimated fair value. Judgment is required to project such cash flows and, if required, estimate the fair value of the impaired long-lived assets. The Company did not record any impairment charges for the years ended December 31, 2023, 2022 or 2021.
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 not amortized but is reviewed for impairment at least annually or more frequently if impairment indicators arise. The Company has defined
42
ALLIENT INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data)
If it is determined, based on qualitative factors, that the fair value of the reporting unit may be more likely than not less than its carrying amount, or if significant adverse changes in the Company’s future financial performance occur that could materially impact fair value, a quantitative goodwill impairment test would be required. Additionally, the Company can elect to forgo the qualitative assessment and perform the quantitative test. If the qualitative assessment indicates that the quantitative analysis should be performed, or if management elects to bypass a qualitative assessment, the Company then evaluates goodwill for impairment by comparing the fair value of the reporting unit to its carrying amount, including goodwill.
At October 31, 2023, the Company performed its annual goodwill impairment test and determined, after performing a qualitative test of the reporting unit, that it is more likely than not that the fair value of the reporting unit exceeds its carrying amount. Accordingly, there was
Other Long-Term Assets
Other long-term assets include the noncurrent portion of interest rate derivatives of $
Warranty
The Company offers warranty coverage for its products. The length of the warranty period for its products is generally
Changes in the Company’s reserve for product warranty claims during 2023, 2022 and 2021 were as follows (in thousands):
December 31, | December 31, | December 31, | |||||||
| 2023 |
| 2022 |
| 2021 | ||||
Beginning balance | $ | | $ | | $ | | |||
Warranty reserves acquired |
| — |
| |
| | |||
Provision |
| ( |
| ( |
| | |||
Warranty expenditures |
| |
| |
| ( | |||
Effect of foreign currency translation |
| |
| ( |
| ( | |||
Ending balance | $ | | $ | | $ | | |||
43
ALLIENT INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data)
Accrued Liabilities
Accrued liabilities consist of the following (in thousands):
December 31, | December 31, | |||||
| 2023 |
| 2022 | |||
Compensation and fringe benefits | $ | | $ | | ||
Accrued business acquisition consideration |
| |
| | ||
Warranty reserve |
| |
| | ||
Income taxes payable | | | ||||
| | |||||
| | |||||
Contract liabilities | | | ||||
Contingent consideration – current | | — | ||||
Other accrued expenses |
| |
| | ||
$ | | $ | | |||
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. 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 loss, a component of stockholders’ equity in the accompanying consolidated statements of stockholders’ equity. 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 of the operating locations are included in the other expense (income), net as incurred.
Revenue Recognition
Refer to Note 3, Revenue Recognition, for description of the Company’s policies regarding revenue recognition.
Engineering and Development Costs
The Company is engaged in a variety of engineering and design activities as well as basic research and development activities directed to the substantial improvement or new application of the Company’s existing technologies. Engineering and design as well as research and development costs are expensed as incurred.
Basic and Diluted Earnings per Share
Basic earnings per share is computed by dividing net income or loss by the weighted average number of shares of common stock outstanding. Diluted earnings per share is determined by dividing the net income by the sum of: (1) the weighted average number of common shares outstanding and (2) if not anti-dilutive, the effect of potential common shares determined utilizing the treasury stock method.
44
ALLIENT INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data)
Basic and diluted weighted-average shares outstanding are as follows (in thousands):
Year ended December 31, | ||||||
| 2023 |
| 2022 |
| 2021 | |
Basic weighted average shares outstanding |
| |
| |
| |
Dilutive effect of potential common shares |
| |
| |
| |
Diluted weighted average shares outstanding |
| |
| |
| |
For 2023, 2022 and 2021, the anti-dilutive common shares excluded from the calculation of diluted income per share were
Comprehensive Income
The Company’s comprehensive income as reported in the Consolidated Statements of Income and Comprehensive Income includes net income, foreign currency translation adjustments, the net change in cash flow hedges, net of tax, and defined benefit plan liability adjustments, net of tax. The Consolidated Statements of Income and Comprehensive Income and Note 13, Accumulated Other Comprehensive Income, contain additional information on the computation of the Company’s comprehensive income.
Fair Value Accounting
Authoritative guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date.
The guidance establishes a framework for measuring fair value, which utilizes observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. Preference is given to observable inputs. These two types of inputs create the following three-level fair value hierarchy:
Level 1: Quoted prices for identical assets or liabilities in active markets.
Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations whose inputs or significant value drivers are observable.
Level 3: Significant inputs to the valuation model that are unobservable.
The Company’s financial assets and liabilities include cash and cash equivalents, accounts receivable, debt obligations, accounts payable, and accrued liabilities. The carrying amounts reported in the consolidated balance sheets for these assets approximate fair value because of the immediate or short-term maturities of these financial instruments.
45
ALLIENT INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data)
The following table presents the Company’s financial assets that are accounted for at fair value on a recurring basis as of December 31, 2023 and 2022, respectively, by level within the fair value hierarchy (in thousands):
December 31, 2023 | |||||||||
| Level 1 |
| Level 2 |
| Level 3 | ||||
Assets (liabilities) | |||||||||
Pension plan assets | $ | | $ | — | $ | — | |||
Deferred compensation plan assets |
| |
| — |
| — | |||
Foreign currency hedge contracts | — | | — | ||||||
Interest rate swaps, net |
| — |
| |
| — | |||
Contingent consideration |
| — |
| — |
| ( | |||
December 31, 2022 | |||||||||
| Level 1 |
| Level 2 |
| Level 3 | ||||
Assets (liabilities) | |||||||||
Pension plan assets | $ | | $ | — | $ | — | |||
Deferred compensation plan assets |
| |
| — |
| — | |||
Foreign currency hedge contracts |
| — |
| |
| — | |||
Interest rate swaps, net |
| — |
| |
| — | |||
Contingent consideration |
| — |
| — |
| ( | |||
The contingent consideration fair value measurement represents amounts in connection with the acquisitions of Sierramotion, which has a maximum amount of $
Derivative Financial Instruments
Financial Accounting Standards Board (“FASB”) Accounting Standards Codification ("ASC") No. 815, Derivatives and Hedging ("ASC 815"), provides the disclosure requirements for derivatives and hedging activities with the intent to provide users of financial statements with an enhanced understanding of: (a) how and why an entity uses derivative instruments, (b) how the entity accounts for derivative instruments and related hedged items, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. Further, qualitative disclosures are required that explain the Company’s objectives and strategies for using derivatives, as well as quantitative disclosures about the fair value of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative instruments.
As required by ASC 815, the Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected
46
ALLIENT INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data)
to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply, or the Company elects not to apply hedge accounting.
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 basis of assets and liabilities and amounts reported in the accompanying consolidated balance sheets, and for operating loss and tax credit carryforwards. 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. 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 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, net operating losses and tax credits and incentives become realizable. 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.
It is the Company's policy to include interest and penalties related to income tax liabilities in income tax expense on the consolidated statements of income and comprehensive Income. In addition, the Company records uncertain tax positions in accordance with ASC 740, Income Taxes, ("ASC 740").
Pension and Postretirement Welfare Plans
The Company records the service cost component of net benefit costs in cost of goods sold, selling, and general and administrative expenses. The interest cost component of net benefit costs is recorded in interest expense and the remaining components of net benefit costs, amortization of net losses and expected return on plan assets is recorded in other expense, net.
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. See Note 14, Segment Information, for additional information regarding customer concentration.
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.
47
ALLIENT INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data)
Recent Accounting Developments - Not Yet Adopted
In November 2023, the Financial Accounting Standards Board, (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures". This ASU relates to required disclosures of certain information about reportable segments. The update adds additional required disclosures on an annual basis as well as expands the requirements for quarterly disclosures. The standard is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning December 15, 2024. The Company is assessing the impact of adopting the standard on our consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. This enhances the disclosures around rate reconciliation, income taxes paid, and other related topics. The standard is effective for annual periods beginning after December 15, 2024. The Company is assessing the impact of adopting the standard on our consolidated financial statements.
2. ACQUISITIONS
Sierramotion
On September 22, 2023, the Company acquired
FPH
On May 30, 2022, the Company acquired
Cash and cash equivalents |
| $ | |
Trade receivables | | ||
Inventories | | ||
Other assets, net |
| | |
Property, plant, and equipment |
| | |
Operating lease assets | | ||
Intangible assets | | ||
Goodwill |
| | |
Other current liabilities | ( | ||
Deferred revenue | ( |
48
ALLIENT INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data)
Operating lease liabilities | ( | ||
Net deferred income tax liabilities | ( | ||
Net purchase price | $ | |
The intangible assets acquired consist of customer lists of $
ThinGap and Airex
On May 24, 2022, the Company acquired
On June 17, 2022, the Company acquired
The initial purchase price, collectively, for ThinGap and Airex was $
The intangible assets acquired consist of customer lists of $
Spectrum Controls
The December 30, 2021 acquisition of Spectrum Controls, Inc. (“Spectrum Controls”) included
The estimated fair value of these identifiable intangible assets were based upon discounted cash flow models, which include assumptions such as forecasted cash flows, customer attrition rates, discount rates, and royalty rates. Goodwill generated in the acquisitions are related to the assembled workforce, synergies between Allient’s other operations and the acquired company that are expected to occur as a result of the combined engineering knowledge, the ability of each
49
ALLIENT INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data)
of the operations to integrate each other’s products into more fully integrated system solutions and Allient’s ability to utilize acquired management knowledge in providing complementary product offerings to the Company’s customers.
Unaudited Pro Forma Financial Information
The following unaudited pro forma financial information presents the combined results of operations if the FPH, ThinGap, and Airex acquisitions had occurred as of January 1, 2021.
Year ended December 31, | ||||||
2022 |
| 2021 | ||||
Revenues | $ | | $ | | ||
Income before income taxes |
| |
| | ||
The pro forma information includes certain adjustments, including depreciation and amortization expense, interest expense, and certain other adjustments. The pro forma amounts do not reflect adjustments for anticipated operating efficiencies that the Company expects to achieve as a result of these acquisitions. The pro forma financial information is for informational purposes only and does not purport to present what the Company’s results would have been had these transactions actually occurred on the date presented or to project the combined company’s results of operations or financial position for any future period.
3. REVENUE RECOGNITION
Performance Obligations
Performance Obligations Satisfied at a Point in Time
The Company considers control of most products to transfer at a single point in time when control is transferred to the customer, generally when the products are shipped in accordance with an agreement and/or purchase order. Control is defined as the ability to direct the use of and obtain substantially all of the remaining benefits of the product.
The Company satisfies its performance obligations under a contract with a customer by transferring goods and services in exchange for generally monetary consideration from the customer. The Company considers the customer’s purchase order, and the Company’s corresponding sales order acknowledgment as the contract with the customer.
Sales, value add, and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue.
Nature of Goods and Services
The Company sells component and integrated controlled motion solutions to end customers and original equipment manufacturers (“OEM’s”) through the Company’s own direct sales force and authorized manufacturers’ representatives and distributors. The Company’s products include brushed and brushless DC motors, brushless servo and torque motors, coreless DC motors, integrated brushless motor-drives, gearmotors, gearing, modular digital servo drives, motion controllers, incremental and absolute optical encoders, active and passive filters for power quality and harmonic issues, and other controlled motion-related products. The Company’s target markets include Industrial, Vehicle, Medical, and Aerospace & Defense.
50
ALLIENT INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data)
Determining the Transaction Price
The majority of the Company’s contracts have an original duration of less than one year. For these contracts, the Company applies the practical expedient and therefore does not consider the effects of the time value of money. For multiyear contracts, the Company uses judgment to determine whether there is a significant financing component. These contracts are generally those in which the customer has made an up-front payment. Contracts that management determines to include a significant financing component are discounted at the Company’s incremental borrowing rate. The Company incurs interest expense and accrues a contract liability. As the Company satisfies performance obligations and recognizes revenue from these contracts, interest expense is recognized simultaneously. Management does not have any contracts that include a significant financing component as of December 31, 2023.
Disaggregation of Revenue
The Company disaggregates revenue from contracts with customers into geographical regions and target markets. The Company determines that disaggregating revenue into these categories achieves the disclosure objective to depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. As noted in Note 14, Segment Information, the Company’s business consists of
The revenues by geography in the table below are revenues derived from the Company’s foreign subsidiaries as provided in Note 14. A reconciliation of disaggregated revenue to segment revenue as well as revenue by geographical regions is provided in Note 14.
Year ended December 31, | |||||||||
Target Market | 2023 |
| 2022 | 2021 | |||||
Industrial | $ | | $ | | $ | | |||
Vehicle | | | | ||||||
Medical |
| |
| |
| | |||
Aerospace & Defense |
| |
| |
| | |||
Distribution and Other |
| |
| |
| | |||
Total | $ | | $ | | $ | | |||
Year ended December 31, | |||||||||
Geography | 2023 |
| 2022 | 2021 | |||||
North America (primarily U.S.) | $ | | $ | | $ | | |||
Europe |
| |
| |
| | |||
Asia-Pacific |
| |
| |
| | |||
Total | $ | | $ | | $ | | |||
Contract Balances
When the timing of the Company’s delivery of product is different from the timing of the payments made by customers, the Company recognizes either a contract asset (performance precedes customer payment) or a contract liability (customer payment precedes performance). Typically, contracts are paid in arrears and are recognized as receivables after the Company considers whether a significant financing component exists.
Backlog represents written firm orders from a customer to deliver products and, in the case of blanket purchase orders, only includes the portion of the order for which a schedule or release has been agreed to with the customer. We believe our backlog represents our unsatisfied or partially unsatisfied performance obligations. Backlog as of December 31, 2023 was $
51
ALLIENT INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data)
The opening and closing balances of the Company’s contract liability are as follows (in thousands):
| December 31, | December 31, | ||||
2023 | 2022 | |||||
Contract liabilities in accrued liabilities | $ | | $ | | ||
Contract liabilities in other long-term liabilities | | | ||||
$ | | $ | | |||
The difference between the opening and closing balances of the Company’s contract liabilities primarily results from the timing difference between the Company’s performance and the customer’s payment as well as balances assumed in acquisitions. In the years ended December 31, 2023 and 2022, the Company recognized revenue of $
Significant Payment Terms
The Company’s contracts with its customers state the final terms of the sale, including the description, quantity, and price of each product or service purchased. Payments are typically due in full within 30-60 days of delivery. Since the customer agrees to a stated rate and price in the contract that do not vary over the contract, the majority of contracts do not contain variable consideration.
Returns, Refunds, and Warranties
In the normal course of business, the Company does not accept product returns unless the item is defective as manufactured. The Company establishes provisions for estimated returns and warranties. All contracts include a standard warranty clause to guarantee that the product complies with agreed specifications.
Practical Expedients
Incremental costs of obtaining a contract - the Company elected to expense the incremental costs of obtaining a contract when the amortization period for such contracts would have been
Time value of money - the Company elected not to adjust the promised amount of consideration for the effects of the time value of money for contracts in which the anticipated period between when the Company transfers the goods or services to the customer and when the customer pays is equal to
4. GOODWILL
The change in the carrying amount of goodwill for 2023 and 2022 is as follows (in thousands):
December 31, |
| December 31, | |||
2023 | 2022 | ||||
Beginning balance | $ | | | ||
Goodwill acquired | | | |||
Impact of measurement period adjustments of acquisitions (Note 2) | | | |||
Effect of foreign currency translation |
| |
| ( | |
Ending balance | $ | | $ | |
The purchase price allocation for Sierramotion is not final as of December 31, 2023. Adjustments to this allocation may result in changes to the amounts recorded for goodwill in future periods. The purchase price allocation was finalized for FPH, ThinGap, and Airex during 2023.
52
ALLIENT INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data)
5. INTANGIBLE ASSETS
Intangible assets on the Company’s consolidated balance sheets consist of the following (in thousands):
Weighted Average | December 31, 2023 | December 31, 2022 | ||||||||||||||||||
| Amortization |
| Gross |
| Accumulated |
| Net Book |
| Gross |
| Accumulated |
| Net Book | |||||||
Period | Amount | Amortization | Value | Amount | Amortization | Value | ||||||||||||||
Customer lists |
| years | $ | | $ | ( | $ | | $ | | $ | ( | $ | | ||||||
Trade name |
| years |
| |
| ( |
| |
| |
| ( |
| | ||||||
Design and technologies |
| years |
| |
| ( |
| |
| |
| ( |
| | ||||||
Total | $ | | $ | ( | $ | | $ | | $ | ( | $ | | ||||||||
Intangible assets resulting from the 2023 acquisition of Sierramotion was $
Total amortization expense for intangible assets for the years 2023, 2022 and 2021 was $
Estimated amortization expense for intangible assets is as follows (in thousands):
Year ending December 31, |
| Total | |
Estimated | |||
| Amortization Expense | ||
2024 | $ | | |
2025 | | ||
2026 |
| | |
2027 | | ||
2028 | | ||
Thereafter |
| | |
Total estimated amortization expense | $ | | |
6. STOCK-BASED COMPENSATION PLANS
Stock Incentive Plans
The Company’s Stock Incentive Plans provide for the granting of stock awards, including stock options, stock appreciation rights, and restricted stock, to employees and non-employees, including directors of the Company.
As of December 31, 2023, the Company had
53
ALLIENT INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data)
Restricted Stock
The following is a summary of restricted stock grants, fair value and performance based awards:
| Awards with | ||||||
| Unvested | Weighted average |
| performance | |||
restricted stock | grant date fair | vesting | |||||
For the year ended December 31, |
| awards |
| value |
| requirements | |
2023 | | $ | | | |||
2022 | | $ | | | |||
2021 | | $ | | | |||
The value at the date of award is amortized to compensation expense over the related service period, which is generally
The following is a summary of restricted stock activity during years 2023, 2022 and 2021:
Number of | ||
| shares | |
Unvested Balance, December 31, 2020 |
| |
Awarded |
| |
Vested |
| ( |
Forfeited |
| ( |
Unvested Balance, December 31, 2021 |
| |
Awarded |
| |
Vested |
| ( |
Forfeited |
| ( |
Unvested Balance, December 31, 2022 |
| |
Awarded |
| |
Vested |
| ( |
Forfeited |
| ( |
Unvested Balance, December 31, 2023 |
| |
Share-Based Compensation Expense
During 2023, 2022 and 2021 compensation expense net of forfeitures of $
Employee Stock Ownership Plan
The Company sponsors an Employee Stock Ownership Plan (“ESOP”) that covers all non-union U.S. employees who work over
54
ALLIENT INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data)
Defined Contribution Plan
The Company sponsors the Allient 401(k) Tax Advantaged Investment Plan (“401(k)”) which covers substantially all its U.S. based employees. The plan provides for the deferral of employee compensation under Section 401(k) and a discretionary Company match. In 2023, 2022, and 2021 this match was
Dividends
For the years ended December 31, 2023, 2022 and 2021 a total of $
7. DEBT OBLIGATIONS
Debt obligations consisted of the following (in thousands):
December 31, | December 31, | |||||
| 2023 |
| 2022 | |||
Long-term Debt | ||||||
Revolving Credit Facility, long-term (1) | $ | | $ | | ||
Unamortized debt issuance costs | ( | ( | ||||
| | |||||
Long-term debt | $ | | $ | | ||
| (1) | The effective rate of the Revolving Credit Facility is |
Amended Revolving Credit Facility
The Second Amended and Restated Credit Agreement (the “Amended Credit Agreement”), dated as of August 23, 2022, includes a $
As indicated in Note 15, Subsequent Events, the Company entered into the Third Amended and Restated Credit Agreement dated March 1, 2024.
Borrowings under the Amended Revolving Facility bear interest at an annual rate equal to the Adjusted SOFR (as defined in the Amended Credit Agreement) which is subject to a floor of
55
ALLIENT INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data)
Company’s Total Leverage Ratio. The Amended Revolving Facility is secured by substantially all of the Company’s non-realty assets and is fully and unconditionally guaranteed by certain of the Company’s subsidiaries.
The Amended Credit Agreement includes covenants and restrictions that limit the Company’s ability to incur additional indebtedness, make certain investments, create, incur or assume certain liens, merge, consolidate or sell all or substantially all of its assets and enter into transactions with an affiliate of the Company on other than an arms’ length transaction. These covenants, which are described more fully in the Amended Credit Agreement, to which reference is made for a complete statement of the covenants, are subject to certain exceptions. The Amended Credit Agreement contains financial covenants that require that the Company maintain a minimum interest coverage ratio of at least
As of December 31, 2023, the unused Amended Revolving Facility was $
Other
The China Credit Facility provides credit of $
8. DERIVATIVE FINANCIAL INSTRUMENTS
The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, and foreign exchange risk primarily through the use of derivative financial instruments.
Beginning in 2021, the Company began entering into foreign currency contracts with maturities to hedge its short-term balance sheet exposure, primarily intercompany, that are denominated in currencies (Euro, Mexican Peso, New Zealand Dollar, Chinese Renminbi, Swedish Krona, and Canadian Dollar) other than the subsidiary’s functional currency and are adjusted to current values using period-end exchange rates. The resulting gains or losses are recorded in other (income) expense, net in the consolidated statements of income and comprehensive income. To minimize foreign currency exposure, the Company had foreign currency contracts with notional amounts of $
The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the
56
ALLIENT INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data)
agreements without exchange of the underlying notional amount. In March 2020, the Company entered into
The changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income (loss) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During 2023 and 2022, such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt.
The Company estimates that an additional $
The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the consolidated balance sheets as of December 31, 2023 and 2022 (in thousands):
Asset Derivatives | ||||||||
Fair value as of: | ||||||||
Derivatives designated as | Balance Sheet | December 31, | December 31, | |||||
hedging instruments |
| Location |
| 2023 |
| 2022 | ||
Foreign currency contracts | Prepaid expenses and other assets | $ | | $ | | |||
Interest rate swaps | Prepaid expenses and other assets | | — | |||||
Interest rate swaps | Other long-term assets | | | |||||
$ | | $ | | |||||
The table below presents the effect of cash flow hedge accounting on other comprehensive (loss) income (OCI) for the years ended December 31, 2023, 2022 and 2021 (in thousands):
Amount of pre-tax (gain) loss recognized in OCI | |||||||||
on derivatives | |||||||||
Derivatives in cash flow hedging relationships | Year ended December 31, | ||||||||
| 2023 |
| 2022 | 2021 | |||||
Interest rate swaps | $ | ( | $ | | $ | | |||
Location of gain (loss) reclassified | Amount of pre-tax gain (loss) reclassified from accumulated OCI into income | ||||||||
from accumulated OCI into income | Year ended December 31, | ||||||||
2023 | 2022 | 2021 | |||||||
Interest expense | $ | | $ | | $ | ( | |||
The table below presents the effect of the Company’s derivative financial instruments on the consolidated statements of income and comprehensive income for the years ended December 31, 2023, 2022 and 2021 (in thousands):
Total amounts of income and expense line items presented | |||||||||||
that reflect the effects of cash flow hedges recorded | |||||||||||
Year ended December 31, | |||||||||||
Derivatives designated as hedging instruments |
| Income Statement Location | 2023 |
| 2022 |
| 2021 | ||||
Interest rate swaps |
| Interest Expense | $ | | $ | | $ | | |||
57
ALLIENT INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data)
The Company does not have any offsetting of derivatives as of December 31, 2023 and 2022.
The Company has agreements with each of its derivative counterparties that contain a provision where if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligations.
9. INCOME TAXES
The provision for income taxes is based on income before income taxes as follows (in thousands):
For the year ended | |||||||||
December 31, | December 31, | December 31, | |||||||
| 2023 |
| 2022 |
| 2021 | ||||
Domestic | $ | | $ | | $ | | |||
Foreign |
| |
| |
| | |||
Income before income taxes | $ | | $ | | $ | | |||
Components of the total income tax provision (benefit) are as follows (in thousands):
For the year ended | |||||||||
December 31, | December 31, | December 31, | |||||||
| 2023 |
| 2022 |
| 2021 | ||||
Current provision | |||||||||
Domestic | $ | | $ | | $ | | |||
Foreign |
| |
| |
| | |||
Total current provision |
| |
| |
| | |||
Deferred benefit | |||||||||
Domestic |
| ( |
| ( |
| | |||
Foreign |
| ( |
| |
| ( | |||
Total deferred benefit |
| ( |
| ( |
| ( | |||
Income tax provision (benefit) | $ | | $ | | $ | ( | |||
The provision (benefit) for income taxes differs from the amount determined by applying the federal statutory rate as follows:
For the year ended |
| ||||||
December 31, | December 31, | December 31, | |||||
| 2023 |
| 2022 |
| 2021 |
| |
Tax provision, computed at statutory rate |
| | % | | % | | % |
State tax, net of federal impact |
| | % | | % | | % |
Change in valuation allowance | ( | % | ( | % | | % | |
Effect of foreign tax rate differences |
| | % | | % | | % |
Section 162(m) compensation | | % | | % | | % | |
R&D Credit and incentives | ( | % | ( | % | ( | % | |
Effect of Tax Cuts and Jobs Act | | % | | % | | % | |
Subpart F income | | % | ( | % | ( | % | |
Investment tax credits |
| | % | | % | ( | % |
Net operating loss carryforwards | | % | | % | ( | % | |
Unrecognized tax benefits | ( | % | | % | | % | |
Other | ( | % | | % | ( | % | |
Provision for income taxes |
| | % | | % | ( | % |
58
ALLIENT INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data)
The tax effects of significant temporary differences and credit and operating loss carryforwards that give rise to the net deferred tax assets and tax liabilities are as follows (in thousands):
December 31, | December 31, | |||||
| 2023 |
| 2022 | |||
Noncurrent deferred tax assets: | ||||||
Employee benefit plans | $ | | $ | | ||
Net operating loss and tax credit carryforwards | | | ||||
Accrued expenses and reserves | | | ||||
Research and development costs | | | ||||
Other |
| |
| | ||
Total noncurrent deferred tax assets |
| |
| | ||
Valuation allowance |
| ( |
| ( | ||
Net noncurrent deferred tax assets: | $ | | $ | | ||
Net noncurrent deferred tax liabilities: | ||||||
Property and equipment | $ | | $ | | ||
Goodwill and intangibles | |
| | |||
Interest rate swap derivatives | | | ||||
Other | | | ||||
Total noncurrent deferred tax liabilities | $ | | $ | | ||
Net deferred tax asset/(deferred tax liability) | $ | | $ | ( | ||
Presented as follows: | ||||||
Noncurrent deferred income tax assets | $ | | $ | | ||
Noncurrent deferred income tax liabilities | ( | ( | ||||
Net deferred tax asset (liability) | $ | | $ | ( | ||
As of December 31, 2023, the Company has the following gross carryforwards available (in thousands):
Amount |
| ||||||
Jurisdiction | Tax Attribute | (in thousands) | Begin to expire |
| |||
U.S. State | Net Operating Losses (1) | $ | |
| 2024 | ||
International | Net Operating Losses - Unlimited Carryforward (1) | $ | | No expiration | |||
U.S. Federal | Foreign Tax Credits | $ | | 2028 | |||
International | Investment Tax Credits | $ | | 2030 | |||
U.S. Federal | R&D Tax Credits | $ | | 2036 |
| (1) | Net operating losses (NOL’s) are presented as pre-tax amounts. |
Realization of the Company’s recorded deferred tax assets 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. Management considers the scheduled reversal of deferred tax liabilities, projected verifiable future taxable income and tax planning strategies in making this assessment.
Starting in 2022, noncurrent deferred tax assets includes the effects of capitalization and amortization of R&D expenses as required by the 2017 Tax Cuts and Jobs Act. The Company generated excess foreign tax credits in 2017 due to the
59
ALLIENT INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data)
one-time transition tax required by enactment of the Tax Cuts and Jobs Act in the amount of $
The Company files income tax returns in various U.S. and foreign taxing jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal and state tax examinations in its major tax jurisdictions for periods before 2020. With few exceptions, the Company is no longer subject to tax examinations in the foreign jurisdictions for periods prior to 2018.
Due to a New Zealand tax legislation change in 2021 allowing for the use of pre-acquisition net operating loss carryforwards to be utilized on the acquirer's future period tax returns, the Company recognized, in 2021, $
The summary of changes to the unrecognized tax benefit for the year ended December 31, 2023 is as follows (in thousands):
December 31, | December 31, | December 31, | |||||||
| 2023 |
| 2022 |
| 2021 | ||||
Beginning balance | $ | | $ | | $ | — | |||
Additions from tax legislation changes for net operating loss carryforwards |
| — |
| — |
| | |||
Reductions related to the lapse of the statute of limitations |
| ( |
| ( |
| ( | |||
Effect of foreign currency translation | | ( | — | ||||||
Ending balance | $ | | $ | | $ | | |||
It is reasonably possible that a reduction of approximately $
It is the Company’s policy to include interest and penalties related to income tax liabilities in income tax expense in the consolidated statements of income and comprehensive income. In addition, the Company records uncertain tax positions in accordance with ASC 740.
In general, it is the practice and intention of the Company to reinvest the earnings of its non-domestic subsidiaries in activities outside the United States. Exceptions may be made on a year-by-year basis to repatriate earnings of certain foreign subsidiaries based on cash needs in the United States. In 2021, the Company distributed a portion of these
60
ALLIENT INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data)
foreign earnings which have been previously taxed in the United States and remitted $
In 2021, the Company made distributions between its German subsidiaries and remitted $
The Company does not intend to distribute the remaining previously taxed earnings resulting from the one-time transition tax under the Tax Cuts and Jobs Act or capital in foreign subsidiaries, and has not recorded any deferred taxes related to such amounts. The remaining excess of the amount for financial reporting over the tax basis of investments in foreign subsidiaries is permanently reinvested, and the determination of any deferred tax liability on this amount is not practicable.
10. LEASES
The Company has operating leases for office space, manufacturing facilities and equipment, computer equipment and automobiles. Many leases include one or more options to renew, some of which include options to extend the leases for a long-term period, and some leases include
The Company’s finance lease obligations relate to a manufacturing facility. As of December 31, 2023, finance lease assets of $
For the years ended December 31, 2023 and 2022, the components of operating lease expense were as follows (in thousands):
| December 31, | December 31, | ||||
2023 | 2022 | |||||
Fixed operating lease expense | $ | | $ | | ||
Variable operating lease expense | | | ||||
Short-term lease expense | | | ||||
$ | | $ | | |||
Supplemental cash flow information related to the Company’s operating and finance leases for the years ended December 31, 2023 and 2022 are as follows (in thousands):
December 31, | December 31, | |||||
2023 | 2022 | |||||
Cash paid for operating leases |
| $ | | $ | | |
Cash paid for interest on finance lease obligations |
| $ | | $ | | |
Assets acquired under operating leases | $ | | $ | | ||
Assets acquired under finance leases | $ | — | $ | | ||
Operating lease assets obtained in acquisitions | $ | | $ | | ||
61
ALLIENT INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data)
The following table presents weighted average remaining lease term and discount rates related to the Company’s operating leases as of December 31, 2023 and 2022:
| December 31, |
| ||||||
2023 | 2022 | |||||||
Weighted average remaining lease term (in years) |
|
| ||||||
Weighted average discount rate |
| | % |
| | % | ||
The following table presents the maturity of the Company’s operating and finance lease liabilities as of December 31, 2023 (in thousands):
| Operating Leases | Finance Leases | ||||
2024 | $ | | $ | | ||
2025 |
| |
| | ||
2026 | | | ||||
2027 | | | ||||
2028 | | | ||||
Thereafter |
| |
| | ||
Total undiscounted cash flows | $ | | $ | | ||
Less: present value discount | ( | ( | ||||
Total lease liabilities | $ | | $ | | ||
The Company leases certain facilities from companies for which a member of management is a part owner. In connection with such leases, the Company made payments to the lessor of $
11. COMMITMENTS AND CONTINGENCIES
Severance Benefit Agreements
As of December 31, 2023, the Company has annually renewable employment agreements with certain of its executive officers. Among other things, the agreements provide for payments and other benefits if the employee’s employment terminates under certain circumstances, including the employee’s death, disability, voluntary resignation with good reason and involuntary termination without cause, as well as voluntary resignation with good reason and involuntary termination without cause within 90 days prior to or 24 months following a change in control of the Company.
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 effect on the Company’s consolidated financial statements.
12. DEFERRED COMPENSATION ARRANGEMENTS
The Company has a deferred compensation arrangement with its Chief Executive Officer. This arrangement provides the Board and its committees with another mechanism to provide pay for performance based incentive compensation. It also allows for the Chief Executive Officer to make certain deferrals into the plan. The amount of the liability is comprised of liabilities from previous contributions. Amounts accrued relating to previous periods are $
62
ALLIENT INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data)
13. ACCUMULATED OTHER COMPREHENSIVE INCOME
Accumulated Other Comprehensive (Loss) Income (“AOCI”) for the years ended December 31, 2023 and 2022 is comprised of the following:
Foreign Currency | |||||||||||||||
Defined Benefit | Tax Effect of | Translation | |||||||||||||
| Plan Liability |
| Cash Flow Hedges |
| Cash Flow Hedges |
| Adjustment |
| Total | ||||||
At December 31, 2022 | $ | ( | $ | | $ | ( | $ | ( | $ | ( | |||||
Unrealized gain (loss) on cash flow hedges | — | | ( | — | | ||||||||||
Amounts reclassified from AOCI | — | ( | | — | ( | ||||||||||
Pension adjustments, net of tax | | — | — | — | | ||||||||||
Foreign currency translation gain | — | — | — | | | ||||||||||
At December 31, 2023 | $ | ( | $ | | $ | ( | $ | ( | $ | ( | |||||
Foreign Currency | |||||||||||||||
Defined Benefit | Tax Effect of | Translation | |||||||||||||
| Plan Liability |
| Cash Flow Hedges |
| Cash Flow Hedges |
| Adjustment |
| Total | ||||||
At December 31, 2021 | $ | ( | $ | | $ | ( | $ | ( | $ | ( | |||||
Unrealized gain (loss) on cash flow hedges | — | | ( | — | | ||||||||||
Amounts reclassified from AOCI | — | ( | | — | ( | ||||||||||
Pension adjustments, net of tax | | — | — | — | | ||||||||||
Foreign currency translation loss | — | — | — | ( | ( | ||||||||||
At December 31, 2022 | $ | ( | $ | | $ | ( | $ | ( | $ | ( | |||||
14. SEGMENT INFORMATION
The Company operates in
Financial information related to the foreign subsidiaries is summarized below (in thousands):
For the year ended December 31, | |||||||||
| 2023 |
| 2022 |
| 2021 | ||||
Revenues derived from foreign subsidiaries | $ | | $ | | $ | | |||
Identifiable foreign fixed assets were $
Revenues derived from foreign subsidiaries and identifiable assets outside of the United States are primarily attributable to Europe, China, Mexico and New Zealand.
63
ALLIENT INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data)
Sales to customers outside of the United States by all subsidiaries were $
For 2023, 2022, and 2021
As of December 31, 2023 and 2022 Customer B accounted for
64
ALLIENT INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data)
15. SUBSEQUENT EVENTS
Credit Agreement Amendment
On March 1, 2024, the Company entered into a Third Amended and Restated Credit Agreement (the “2024 Amended Credit Agreement”) for a $
Borrowings under the 2024 Amended Revolving Facility will bear interest at the Term SOFR Rate (as defined in the 2024 Amended Credit Agreement) plus a margin of
Financial covenants under the 2024 Credit and Note Payable Agreements require the Company to maintain a minimum interest coverage ratio of at least
The 2024 Credit and Note Payable Agreements also include customary events of default, including failure to pay principal, interest or fees when due, failure to comply with covenants, if any representation or warranty made by the Company is false or misleading in any material respect, default under certain other indebtedness, certain insolvency or receivership events affecting the Company and its subsidiaries, the occurrence of certain material judgments, the occurrence of certain ERISA events, the invalidity of the loan documents or a change in control of the Company. The amounts outstanding under the Amended Revolving Facility may be accelerated upon certain events of default.
Acquisition
On January 11, 2024, the Company acquired
65
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Not applicable.
Item 9A. Controls and Procedures.
Conclusion regarding the effectiveness of disclosure controls and procedures.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer (principal accounting officer), evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, 2023. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Based on management’s evaluation of our disclosure controls and procedures as of December 31, 2023, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective.
Management’s report on Internal Control Over Financial Reporting.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in “Internal Control — Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In making our assessment of the Company’s internal control over financial reporting as of December 31, 2023, we excluded from our assessment the internal control over financial reporting at Sierramotion Inc. (“Sierramotion”), which was acquired on September 22, 2023, whose financial statements collectively constitute 3% and 1% of net and total assets, respectively, less than 1% of revenues, and less than 1% of net income of the consolidated financial statement amounts as of and for the year ended December 31, 2023.
Based on this assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2023.
The effectiveness of our internal control over financial reporting as of December 31, 2023 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in its attestation report which is included below.
Our system of internal control over financial reporting was designed to provide reasonable assurance regarding the preparation and fair presentation of published financial statements in accordance with generally accepted accounting principles. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Control Over Financial Reporting
During the quarter ended December 31, 2023, there have been no changes in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
66
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Allient Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Allient Inc. and subsidiaries (formerly Allied Motion Technologies Inc. and subsidiaries) (the “Company”) as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated March 5, 2024, expressed an unqualified opinion on those consolidated financial statements.
As described in Management’s Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Sierramotion Inc. (“Sierramotion”), which was acquired on September 22, 2023, and whose financial statement collectively constitute 3% and 1% of net and total assets, respectively, less than 1% of revenues, and 1% of net income of the consolidated financial statement amounts as of and for the year ended December 31, 2023. Accordingly, our audit did not include the internal control over financial reporting at Sierramotion.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
67
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Williamsville, New York
March 5, 2024
Item 9B. Other Information
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
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.
Equity Compensation Plan Information
The following table shows the equity compensation plan information of the Company at December 31, 2023:
| Number of securities | |
remaining available for | ||
future issuance under equity | ||
Plan category | compensation plans | |
Equity compensation plans approved by security holders |
| 745,260 |
Item 13. Certain Relationships and Related Transactions, and Director Independence.
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 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.
68
PART IV
Item 15. Exhibits and Financial Statement Schedules.
| a) | The following documents are filed as part of this Report: |
| 1. | Consolidated Financial Statements |
| a) | Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022. |
| b) | Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2023, 2022, and 2021. |
| c) | Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023, 2022, and 2021. |
| d) | Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022, and 2021. |
| e) | Notes to Consolidated Financial Statements. |
| f) | Reports of Independent Registered Public Accounting Firm (PCAOB ID No. |
| 2. | Financial Statement Schedules |
Financial statement schedules have been omitted because either they are not applicable, or the required information is included in the financial statements or the notes thereto.
3. Exhibits
Exhibit No. |
| Subject |
|---|---|---|
|
| |
3.1 3.2 |
| |
|
|
|
3.3 |
| |
|
|
|
4.1 | ||
|
| |
10.1* |
| |
|
|
|
10.2* |
| |
|
|
|
10.3* |
|
69
Exhibit No. |
| Subject |
|---|---|---|
10.4* |
| |
|
|
|
10.5* |
| |
10.6* |
| |
10.7* |
| |
10.8* |
| |
10.9* |
| |
10.10* |
| |
10.11* |
| |
10.12* | ||
10.13 | ||
19 | ||
21 |
| |
|
|
|
23.1 |
| |
|
|
|
31.1 |
| |
|
|
|
31.2 |
|
70
Exhibit No. |
| Subject |
|---|---|---|
|
|
|
32.1 |
| |
|
|
|
32.2 |
| |
97 | ||
101.1 SCH |
| Inline XBRL Taxonomy Extension Schema Document (filed herewith). |
101.2 CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith). |
101.3 DEF |
| Inline XBRL Taxonomy Extension Definition Linkbase Document (filed herewith). |
101.4 LAB |
| Inline XBRL Taxonomy Extension Label Linkbase Document (filed herewith). |
101.5 PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith). |
104 | Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in exhibits 101.*) (filed herewith). |
* Denotes management contract or compensatory plan or arrangement.
71
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.
| ALLIENT INC. | |
|
| |
| By: | /s/ MICHAEL R. LEACH |
|
| Michael R. Leach |
|
| Senior Vice President & Chief Financial Officer |
| Date: | March 5, 2024 |
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 S. WARZALA |
| President, Chief Executive Officer and | March 5, 2024 | |
Richard S. Warzala |
|
|
| |
|
|
| ||
/s/ MICHAEL R. LEACH |
| Senior Vice President & Chief Financial Officer | March 5, 2024 | |
Michael R. Leach |
|
|
| |
|
|
| ||
/s/ RICHARD D. FEDERICO |
| Lead Director of the Independent Directors | March 5, 2024 | |
Richard D. Federico |
|
|
| |
|
|
| ||
/s/ ROBERT B. ENGEL |
| Director | March 5, 2024 | |
Robert B. Engel |
| |||
/s/ STEVEN C. FINCH |
| Director | March 5, 2024 | |
Steven C. Finch |
| |||
/s/ JAMES J. TANOUS |
| Director | March 5, 2024 | |
James J. Tanous |
| |||
/s/ NICOLE R. TZETZO |
| Director | March 5, 2024 | |
Nicole R. Tzetzo |
| |||
| ||||
/s/ MICHAEL R. WINTER |
| Director | March 5, 2024 | |
Michael R. Winter |
|
72
EXHIBIT 4.1
ALLIENT INC.
DESCRIPTION OF CAPITAL STOCK
The following summary of our capital stock is subject to and qualified by the provisions of our Amended and Restated Articles of Incorporation dated June 10, 2010 (“Articles of Incorporation”) and our By-laws dated October 31, 2019 (“By-laws”) copies of which are incorporated herein by reference. Additionally, the Colorado Business Corporation Act (the “CBCA”), also affects the terms of our capital stock.
Authorized Capitalization
Our authorized capital stock consists of 50,000,000 authorized shares of common stock, no par value per share (“Common Stock”), and 5,000,000 shares of preferred stock, $1 par value per share (“Preferred Stock”). As of the close of business on March 5, 2024, 16,593,329 of Common Stock were issued and outstanding and no shares of Preferred Stock were issued and outstanding. Updates to the number of shares outstanding will be made on the cover page of our annual or quarterly reports for subsequent fiscal years or fiscal quarters that we file with the Securities and Exchange Commission.
Voting Rights
Except as otherwise provided for any series of Preferred Stock, all voting rights are vested in the holders of Common Stock. Each holder of Common Stock has one vote for each share held on each matter to be voted on by our shareholders. There is no cumulative voting in the election of directors.
Dividends
After all accumulated and unpaid dividends required to be paid upon any shares of Preferred Stock for all previous dividend periods have been paid or set apart, and after or concurrently with the setting aside of any and all amounts then required to be set aside for any sinking fund obligation, then dividends may be declared upon and paid to the holders of Common Stock.
Rights Upon Liquidation
In the event of voluntary or involuntary liquidation or dissolution of Allied Motion, after payment in full of all amounts required to be paid to the holders of the Preferred Stock, the holders of Common Stock are entitled to share ratably in all remaining assets of Allied Motion.
Other Matters
There are no cumulative voting rights while our Common Stock is listed on a national securities exchange, such as Nasdaq. Our Common Stock does not carry any redemption rights or any preemptive rights enabling a holder to subscribe for, or receive shares of, any class of our
Common Stock or any other securities convertible into shares of any class of our Common Stock. All outstanding shares of Common Stock are fully paid and non-assessable.
Trading Market
The Common Stock is registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is listed on the NASDAQ Global Select Market under the symbol “ALNT”. Equiniti serves as our transfer agent.
Relationship to Preferred Stock
The rights of a holder of shares of Common Stock will be subject to, and may be adversely affected by, the rights of holders of Preferred Stock that may be issued in the future. Our board of directors has the authority to divide any or all of the shares of Preferred Stock into, and to authorize the issuance of, one or more series of Preferred Stock. Before issuance of shares of each series, our board of directors is required to fix for each such series, subject to the provisions of the CBCL and the Articles of Incorporation, the powers, designations, preferences and other special rights of such series, including such provisions as may be desired concerning voting, redemption, dividends, dissolution or the distribution of assets, conversion or exchange, and such other matters as may be fixed by resolution of the board of directors.
Certain Provisions Affecting Control of Our Company
General. Certain provisions of our Articles of Incorporation, By-laws and the CBCL operate with respect to extraordinary corporate transactions, such as mergers, reorganizations, tender offers, sales or transfers of substantially all of our assets or our liquidation of the Company, and could have the effect of delaying or making more difficult a change in control of our company in certain circumstances.
Election and Removal of Directors. Our Articles of Incorporation and By-laws require that directors may be removed without cause only with the approval of holders of two-thirds of the voting power of our outstanding capital stock entitled to vote in the election of directors. Under our Articles of Incorporation and By-laws, any vacancy on our board of directors, including vacancies resulting from an increase in the number of directors, may be filled by a majority of the remaining directors in office. Our By-laws authorize up to nine members on our board of directors; provided that the maximum number may be increased from time to time by an amendment to the By-laws. The board of directors may, pursuant to a resolution adopted by a majority of the entire board, increase the size of our board up to the maximum number directors permitted under the By-laws and designate the directors to fill the vacancies.
Special Meeting of Shareholders. Under our By-laws and the CBCA, special meetings of our shareholders may be called by our president or the board of directors or upon written demand by the holders of shares representing at least ten percent of all votes entitled to be cast on any issue proposed to be considered at the meeting.
Requirements for Advance Notice of Shareholder Nominations and Proposals. Our By-laws establish advance notice procedures with respect to shareholder proposals and the nomination of candidates for election of directors. These procedures may impede shareholders’
ability to bring matters before a meeting of shareholders or make nominations for directors at a meeting of shareholders.
Shareholder Action by Written Consent. Our By-laws require that actions by our shareholders without a meeting must be in writing and signed by each shareholder entitled to vote on such action.
Approval of Sale of Assets; Mergers. Under our Articles of Incorporation, the sale, lease, exchange or other disposition of all or substantially all of our property and assets must be authorized or ratified by the affirmative vote of the holders of at least two-thirds of the capital stock then issued and outstanding, unless any class or series of stock is entitled to vote thereon as a class, in which event the authorization requires the affirmative vote of the holders of two-thirds of the shares of each class of shares entitled to vote as a class on the transaction. Under our Articles of Incorporation and Colorado law, a merger with or into us must be approved by at least two-thirds of the voting power of each class or series of capital stock entitled to vote as a group on the merger.
Limitations on Liability. Our Articles of Incorporation provide that no person who is or was a director will be personally liable to us or to our shareholders for monetary damages for breach of fiduciary duty as a director, subject to certain exceptions under the CBCA. Our By-Laws also provide for the indemnification of our directors and officers to the fullest extent authorized by the CBCA. Under the CBCA, a director may be paid expenses in advance of any proceeding for which indemnification may be payable, subject to certain conditions, including delivery to us of an undertaking by or on behalf of the director or officer to repay all amounts so paid in advance if it is ultimately determined that the director or officer is not entitled to be indemnified. We have also obtained policies of directors’ and officers’ liability insurance. These policies insure our directors and officers against the cost of defense, settlement or payment of a judgment under certain circumstances. The existence of such limitation on liability, indemnification and insurance may impede a change of control of us to the extent that a hostile acquirer seeks to litigate its contest for control with our directors and officers.
EXHIBIT 19
| INSIDER TRADING POLICY |
This Insider Trading Policy (the “Policy”) sets forth the internal rules and procedures of Allient Inc. and its subsidiaries (collectively, the “Company”) to: (1) prevent insider trading by Company employees, officers and directors and (2) help Company employees, officers and directors avoid the severe consequences associated with the violation of insider trading laws.
Please read this Policy carefully. For your convenience and ease of access, this Policy will be maintained on the Company’s website. The Company may change this Policy or adopt other rules and procedures as it deems appropriate to carry out the purposes of this Policy. You will be advised by email of any changes to this Policy and of the implementation of any trading restrictions that affect you consistent with this Policy.
BEFORE YOU ENGAGE IN ANY TRANSACTION IN SECURITIES OF THE COMPANY, YOU SHOULD CONSULT A COMPLIANCE OFFICER. If you have any other questions or concerns regarding this Policy, please contact one of the Company’s Compliance Officers.
| I. | Introduction |
The purpose of this Policy is to promote compliance with applicable securities laws by the Company and all directors, officers and employees thereof, in order to preserve the reputation and integrity of the Company as well as that of all persons affiliated with it.
One of the principal purposes of the federal securities laws is to prohibit so-called “insider trading.” Simply stated, insider trading occurs when a person uses material nonpublic information obtained through involvement with the Company to make decisions to purchase, sell, give away or otherwise trade the Company’s securities or the securities of certain other companies or to provide that information to others outside the Company. The prohibitions against insider trading apply to trades, tips and recommendations by virtually any person, including all persons associated with the Company, if the information involved is “material” and “nonpublic.” These terms are defined in this Policy under Sections IV.B. and IV.C. below. The prohibitions would apply to any director, officer or employee who buys or sells securities on the basis of material nonpublic information that he or she obtained about the Company, its customers, suppliers, partners, competitors or other companies with which the Company has contractual relationships or may be negotiating transactions.
| II. | Applicability |
This Policy applies to all trading or other transactions in (i) the Company’s securities, including common stock, options and any other securities that the Company may issue, such as preferred stock, notes, bonds and convertible securities, as well as to derivative securities relating to any of the Company’s securities, whether or not issued by the Company and (ii) the securities of certain other companies, including common stock, options and other securities issued by those companies as well as derivative securities relating to any of those companies’ securities, where the person trading used information obtained while working for the Company.
The Policy is applicable to all directors, officers and employees of the Company. This Policy applies to repurchases of Company securities by the Company pursuant to and in accordance with the terms of any share repurchase plan as may be adopted by the Company’s Board of Directors from time to time.
| III. | Policy |
If a director, officer or any employee of the Company or any agent or advisor of the Company has material nonpublic information relating to the Company, it is the Company’s policy that neither that person nor any Related Person (as defined below) may buy or sell, or offer to buy or sell, Company securities or engage in any other action to take advantage of, or pass on to others, that information.
This Policy also applies to material nonpublic information relating to any other company with publicly traded securities, including our customers or suppliers, obtained in the course of employment by or association with the Company.
To avoid even the appearance of impropriety, additional restrictions on trading Company securities apply to directors, officers and general managers. See Section VII.
| IV. | Definitions/Explanations |
| A. | Who is an “Insider?” |
Any person who possesses material nonpublic information is considered an insider as to that information. Insiders include Company directors, officers, employees, independent contractors and those persons in a special relationship with the Company, e.g., its auditors, consultants or attorneys. The definition of insider is transaction specific; that is, an individual is an insider with respect to each material nonpublic item of which he or she is aware.
| B. | What is “Material” Information? |
Insider trading restrictions come into play only if the information you possess is “material.” Materiality, however, involves a relatively low threshold. Information is considered “material” if there is a substantial likelihood that a reasonable investor would consider it important in making a decision to buy, sell, pledge, gift or hold a security or where the information is likely to have a significant effect on the market price of the security. Material
information can be positive or negative and can relate to virtually any aspect of a company’s business or to any type of security, debt or equity.
Information dealing with the following subjects is reasonably likely to be found material:
| (i) | earnings information and quarterly results, and the imminent filing of a disclosure form with the Securities and Exchange Commission (“SEC”), including but not limited to Form 10-K, Form 10-Q, Form 8-K and proxy statements; |
| (ii) | the likelihood of meeting analysts’ expectations for current or future periods; |
| (iii) | significant changes in the Company’s prospects or strategy; |
| (iv) | significant write-downs in assets or increases in reserves; |
| (v) | developments regarding significant litigation or government agency investigations; |
| (vi) | liquidity problems; |
| (vii) | significant changes in the Company’s prospects (such as new products or the award or loss of a significant contract with a customer or supplier); |
| (viii) | major changes in the Company’s management or the board of directors; |
| (ix) | changes in dividends or dividend policy; |
| (x) | extraordinary borrowings; |
| (xi) | new or significant changes in terms and conditions in loan and related agreements; |
| (xii) | major changes in accounting methods or policies, changes in auditors or auditor notification that we can no longer rely on an audit report; |
| (xiii) | cybersecurity risks and incidents, including vulnerabilities and breaches; |
| (xiv) | changes in debt ratings; |
| (xv) | bankruptcy; |
| (xvi) | insider buying or selling of securities; |
| (xvii) | proposals, plans or agreements, even if preliminary in nature, involving mergers, acquisitions, divestitures, recapitalization, strategic alliances, licensing arrangements, or purchases or sales of substantial assets; and |
| (xviii) | events regarding our securities (such as defaults on senior securities, calls of securities for redemption, repurchase plans, stock splits or changes in dividends, changes to the rights of securityholders, or any offering of Company securities). |
Material information is not limited to historical facts but may also include projections and forecasts. With respect to a future event, such as a merger, acquisition or introduction of a new product, the point at which negotiations or product development are determined to be material is determined by balancing the probability that the event will occur against the magnitude of the effect the event would have on a company’s operations or stock price should it occur. Thus, information concerning an event that would have a large effect on stock price, such as a merger, may be material even if the possibility that the event will occur is relatively small. When in doubt about whether particular nonpublic information is material, you should presume it is material. If you are unsure whether information is material, you should either consult a Compliance Officer before making any decision to disclose such information (other than to persons who need to know it) or to trade in or recommend securities to which that information relates or assume that the information is material.
| C. | What is “Nonpublic” Information? |
Insider trading prohibitions come into play only when you possess information that is material and “nonpublic.” The fact that information has been disclosed to a few members of the public does not make it public for insider trading purposes. In order for information to be considered public, it must be widely disseminated in a manner making it generally available to investors through such media as Dow Jones, The Wall Street Journal, Business Wire or PR Newswire. The circulation of rumors, even if accurate and reported in the media, does not constitute effective public dissemination.
In addition, even after a public announcement of material information, a reasonable period of time must elapse in order for the market to receive, evaluate and react to the information. Generally, one should allow approximately two full trading days following publication as a reasonable waiting period before such information is deemed to be public. Therefore, if an announcement is made before the commencement of trading on a Monday, an employee may trade in Company securities starting on Wednesday of that week, because two full trading days would have elapsed by then (all of Monday and Tuesday). If the announcement is made on Monday after trading begins, employees may not trade in Company securities until Thursday. If the announcement is made on Friday after trading begins, employees may not trade in Company securities until Wednesday of the following week.
As with questions of materiality, if you are not sure whether information is considered public, you should either consult with a Compliance Officer or assume that the information is nonpublic and treat it as confidential.
| D. | Who is a “Related Person?” |
For purposes of this Policy, a Related Person includes your spouse, minor children and anyone else living in your household; partnerships in which you are a general
partner; trusts of which you are a trustee; and estates of which you are an executor. Although a person’s parent, sibling or other family member may not be considered a Related Person (unless living in the same household), such family member may be a “tippee” for securities laws purposes. See Section V.D. below for a discussion on the prohibition on “tipping.”
| E. | Compliance Officers |
The Company has appointed each of the Company’s Chief Executive Officer, Secretary and General Counsel as Compliance Officers for this Policy. The duties of the Compliance Officers include, but are not limited to, the following:
| (i) | assisting with implementation and enforcement of this Policy; |
| (ii) | circulating this Policy to all employees and ensuring that this Policy is amended as necessary to remain up-to-date with insider trading laws; |
| (iii) | pre-clearing all trading in securities of the Company by Designated Individuals in accordance with the procedures set forth in Section VII.B. below; |
| (iv) | providing approval of any Rule 10b5-1 plans under Section XI.A. below; and |
| (v) | providing a reporting system with an effective whistleblower protection mechanism. |
| V. | Guidelines |
| A. | Non-disclosure of Material Nonpublic Information |
Material nonpublic information must not be disclosed to anyone, except the persons within the Company or third-party agents of the Company (such as investment banking advisors or outside legal counsel) whose positions require them to know it, until such information has been publicly released by the Company. The appropriate Company personnel must ensure that any third-party agent who has access to any material nonpublic information is aware of this Policy and agrees to comply with all terms of this Policy that apply to them.
| B. | Prohibited Trading in Company Securities |
No person may place a purchase or sell order or recommend that another person place a purchase or sell order in Company securities when he or she has knowledge of material information concerning the Company that has not been disclosed to the public. There are no exceptions to this Policy, except as specifically noted below. Transactions that may be necessary or justifiable for independent reasons (such as the need to raise money for an emergency expenditure), or small transactions, are not excepted from this Policy. The securities laws do not recognize any mitigating circumstances, and, in any event, even the appearance of an improper transaction must be avoided to preserve the Company’s reputation for adhering to the highest standards of conduct.
| C. | Twenty-Twenty Hindsight |
If securities transactions ever become the subject of scrutiny, they are likely to be viewed after-the-fact with the benefit of hindsight. As a result, before engaging in any transaction an insider should carefully consider how his or her transaction may be construed in the bright light of hindsight. Again, in the event of any questions or uncertainties about the Policy, please consult one of the Company’s Compliance Officers.
| D. | “Tipping” Information to Others |
Insiders may be liable for communicating or tipping material nonpublic information to any third party (“tippee”), not limited to just Related Persons. Further, insider trading violations are not limited to trading or tipping by insiders. Persons other than insiders also can be liable for insider trading, including tippees who trade on material nonpublic information tipped to them and individuals who trade on material nonpublic information which has been misappropriated.
Tippees inherit an insider’s duties and are liable for trading on material nonpublic information illegally tipped to them by an insider. Similarly, just as insiders are liable for the insider trading of their tippees, so are tippees who pass the information along to others who trade. In other words, a tippee’s liability for insider trading is no different from that of an insider. Tippees can obtain material nonpublic information by receiving overt tips from others or through, among other things, conversations at social, business or other gatherings.
| E. | Avoid Speculation |
Designated Individuals (defined in Section VII.A below) and their Related Persons may not trade in options, warrants, puts and calls or similar instruments on Company securities or sell Company securities “short.” In addition, Designated Individuals and their Related Persons may not hold Company securities in margin accounts. See Section VIII below. Investing in Company securities provides an opportunity to share in the future growth of the Company. Investment in the Company and sharing in the growth of the Company, however, does not mean short-range speculation based on fluctuations in the market. Such activities may put the personal gain of the director, officer or other Company employee in conflict with the best interests of the Company and its shareholders. However, anyone may exercise options granted to them by the Company and, subject to the restrictions discussed in this Policy and other applicable Company policies, sell shares acquired through exercise of options, if done in compliance with the terms of the options and any plan under which such options are granted.
| F. | Trading in Other Securities |
No director, officer, or other employee of the Company may place purchase or sell orders or recommend that another person place a purchase or sell order in the securities of another corporation if the person learns of material nonpublic information about the other corporation in the course of his/her employment with the Company. Individuals should treat material nonpublic information about the Company’s business partners with the same care required with respect to information related directly to the Company.
| VI. | Violations of Insider Trading Laws |
Penalties for trading on or communicating material nonpublic information can be severe, both for individuals involved in such unlawful conduct and their employers and supervisors, and may include jail terms, criminal fines, civil penalties and civil enforcement injunctions. Given the severity of the potential penalties, compliance with this Policy is absolutely mandatory.
| A. | Legal Penalties. |
A person who violates insider trading laws by engaging in transactions in a company’s securities when he or she has material nonpublic information can be sentenced to a substantial jail term and required to pay a criminal penalty of several times the amount of profits gained or losses avoided.
In addition, a person who tips others may also be liable for transactions by the tippees to whom he or she has disclosed material nonpublic information. Tippers can be subject to the same penalties and sanctions as the tippees, and the SEC has imposed large penalties even when the tipper did not profit from the transaction.
The SEC can also seek substantial civil penalties from any person who, at the time of an insider trading violation, “directly or indirectly controlled the person who committed such violation,” which would apply to the Company and/or management and supervisory personnel. These control persons may be held liable for up to the greater of a fixed amount (currently $2,301,065) or three times the amount of the profits gained or losses avoided. Even for violations that result in a small or no profit, the SEC can seek penalties from a company and/or its management and supervisory personnel as control persons.
| B. | Company-Imposed Penalties. |
Employees who violate this Policy may be subject to disciplinary action by the Company, including dismissal for cause. Any exceptions to the Policy, if permitted, may only be made by advance written approval of a Compliance Officer.
| VII. | Additional Restrictions and Requirements for Directors, Officers and Other Designated Individuals |
| A. | Blackout Periods |
In addition to being subject to all of the other limitations in this Policy, directors, executive officers (which, for the purposes of this Policy, has the same meaning as the term “officer” under Section 16 of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), members of the Company’s finance staff and all other individuals who report directly to an executive officer of the Company (collectively, the “Designated Individuals”) are prohibited from trading in the Company’s securities during blackout periods as defined below.
Quarterly Blackout Periods. Trading in the Company’s securities is prohibited during the period beginning at the close of the market on the last day of each fiscal quarter and ending at the close of business two full trading days after the public announcement of the
Company’s quarterly earnings. During these periods, Designated Individuals generally possess or are presumed to possess material nonpublic information about the Company’s financial results.
Other Blackout Periods. From time to time, other types of material nonpublic information regarding the Company (such as negotiation of mergers, acquisitions or dispositions, investigation and assessment of cybersecurity incidents or new product developments) may be pending and not be publicly disclosed. While such material nonpublic information is pending, the Company may impose special blackout periods during which Designated Individuals are prohibited from trading in the Company’s securities. If the Company imposes a special blackout period, it will notify the Designated Individuals affected.
| B. | Pre-Clearance of Securities Transactions |
Designated Individuals of the Company as well as Related Persons must obtain prior clearance from a Compliance Officer before they purchase or sell (or otherwise make any transfer, gift, pledge or loan of) any Company security. Pre-clearance is not required for purchases and sales of securities under an Approved 10b5-1 Plan, discussed in Section XI.A. below, once the applicable cooling-off period has expired. No trades may be made under an Approved 10b5-1 Plan until expiration of the applicable cooling-off period. With respect to any purchase or sale under an Approved 10b5-1 Plan, the third party effecting transactions on behalf of the Company Insider should be instructed to send duplicate confirmations of all such transactions to a Compliance Officer.
This pre-clearance requirement is designed as a means of enforcing the policies specified above. Specifically:
A Compliance Officer’s approval of a transaction submitted for preclearance does not constitute legal advice, does not constitute confirmation that the person requesting pre-clearance does not possess material nonpublic information and does not relieve that person of any of their legal obligations.
A decision made in good faith by a Compliance Officer to deny a trade or other transaction shall be final and binding on the Designated Individual, and, as stated above, should not be disclosed by the Designated Individual to any other person, other than his or her attorney and stockbroker or investment adviser, who shall likewise keep the denial confidential.
| VIII. | Prohibited Transactions |
Certain types of transactions increase the Company’s exposure to legal risks and may create the appearance of improper or inappropriate conduct. Therefore, the following restrictions apply, irrespective of the possession of material nonpublic information.
| A. | Short Sales of Stock. |
“Short” sales of stock are transactions where you borrow stock, sell it, and then buy stock at a later date to replace the borrowed shares. Short sales generally evidence an expectation on the part of the seller that the securities will decline in value and therefore have the potential to signal to the market that the seller lacks confidence in the Company’s prospects. In addition, short sales may reduce a seller’s incentive to seek to improve the Company’s performance. For these reasons, Designated Individuals may not engage in short sales of our securities. In addition, Section 16(c) of the Exchange Act prohibits officers and directors from engaging in short sales. These also include hedging or monetization transactions (such as zero-cost collars and forward sale contracts) that involve the establishment of a short position. See “Hedging and Pledging” below for more information.
| B. | Hedging and Pledging. |
No Designated Individual may, at any time, (i) trade in publicly-traded options, puts, calls, or other derivative instruments related to the Company’s equity or debt securities or (ii) purchase financial instruments, including prepaid variable forward contracts, instruments for the short sale or purchase or sale of call or put options, equity swaps, collars, or units of exchangeable funds, that are designed to or that may reasonably be expected to have the effect of hedging or offsetting a decrease in the market value of any securities of the Company. No director or officer of the Company may hold securities of the Company in a margin account or pledge securities of the Company as security for a loan or other credit facility.
| C. | Pension Blackout Periods. |
Executive officers and directors are prohibited from trading in the Company’s equity securities during a blackout period imposed under an “individual account” retirement or pension plan of the Company, during which at least 50% of the plan participants are unable to purchase, sell or otherwise acquire or transfer an interest in equity securities of the Company, due to a temporary suspension of trading by the Company or the plan fiduciary.
| IX. | Limited Transactions |
Additional types of transactions are severely limited because they can raise similar issues:
| A. | Standing and limit orders. |
The Company discourages placing standing or limit orders on Company securities. Standing and limit orders are orders placed with a broker to sell or purchase stock at a specified price. Similar to the use of margin accounts, these transactions create heightened risks for insider trading violations. Because there is no control over the timing of purchases or sales that result from standing instructions to a broker, a transaction could be executed when persons subject to this Policy are in possession of material nonpublic information. Unless standing and limit orders are submitted under an Approved Rule 10b5-1 Plan, discussed in Section XI.A. below, if you determine that you must use a standing order or limit order, the order should be limited to short duration and should otherwise comply with the trading restrictions and procedures outlined in this Policy.
If you have a managed account (where another person has been given discretion or authority to trade without your prior approval), you should advise your broker or investment adviser not to trade in Company securities at any time and minimize trading in securities of companies in our industry. This restriction does not apply to investments in publicly available mutual funds.
| X. | Special Types of Permitted Transactions |
There are limited situations in which you may buy or sell Company securities without restriction under this Policy. Unless otherwise noted below, you may:
| XI. | Additional Guidelines and Related Requirements |
| A. | Rule 10b5-1 trading plans. |
The trading restrictions under this Policy do not apply to transactions under a pre-existing written plan, contract, instruction, or arrangement under Rule 10b5-1 under the Exchange Act (an “Approved 10b5-1 Plan”) that meet the following requirements:
(i)it has been reviewed and approved by a Compliance Officer at least five days in advance of being entered into (or, if revised or amended, such proposed revisions or amendments have been reviewed and approved by a Compliance Officer at least five days in advance of being entered into);
(ii)it provides that no trades may occur thereunder until expiration of the applicable cooling-off period specified in Rule 10b5-1(c)(ii)(B), and no trades occur until after that time. The appropriate cooling-off period will vary based on the status of the Designated Individual. For directors and officers, the cooling-off period ends on the later of (x) ninety days after adoption or certain modifications of the 10b5-1 plan; or (y) two business days following disclosure of the Company’s financial results for the quarter in which the 10b5-1 plan was adopted. For all other Designated Individuals, the cooling-off period ends 30 days after adoption or modification of the 10b5-1 plan. This required cooling-off period will apply to the entry into a new 10b5-1 plan and any revision or modification of a 10b5-1 plan;
(iii)it is entered into in good faith by the Designated Individual, and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1, at a time when the Designated Individual is not in possession of material nonpublic information about the Company; and, if the Designated Individual is a director or officer, the 10b5-1 plan must include representations by the Designated Individual certifying to that effect;
(iv)it gives a third party the discretionary authority to execute such purchases and sales, outside the control of the Designated Individual, so long as such third party does not possess any material nonpublic information about the Company; or explicitly specifies the security or securities to be purchased or sold, the number of shares, the prices and/or dates of transactions, or other formula(s) describing such transactions; and
(iv)it is the only outstanding Approved 10b5-1 Plan entered into by the Designated Individual (subject to the exceptions set out in Rule 10b5-1(c)(ii)(D)).
No Approved 10b5-1 Plan may be adopted during a blackout period.
If you are considering entering into, modifying or terminating an Approved 10b5-1 Plan or have any questions regarding Approved Rule 10b5-1 Plans, please contact a Compliance Officer. You should consult your own legal and tax advisors before entering into, or modifying or terminating, an Approved 10b5-1 Plan. A trading plan, contract, instruction or arrangement will not qualify as an Approved 10b5-1 Plan without the prior review and approval of a Compliance Officer as described above.
| B. | Reports of purchases and sales; Short-Swing Profits. |
If you are a director, an executive officer, or another reporting person under Section 16 of the Exchange Act, keep in mind the various restrictions on securities trading imposed under Section 16 of the Exchange Act and the applicable reporting requirements of the SEC, including the recoupment provisions in Section 16(b) related to short-swing profits (gain or loss avoided from purchase and sale, or sale and purchase transactions within a six month period). Also, remember that you must immediately report to a Compliance Officer all transactions made in our securities by you, any family members, and any entities that you control subject to this Policy. The Company requires same day reporting due to SEC requirements that certain insider reports (Form 4) be filed with the SEC by the second day after the date on which a reportable transaction occurs. If you have any questions regarding any of these restrictions or reporting requirements, you are encouraged to check with a Compliance Officer or your own legal counsel prior to undertaking any trades or other transactions in Company securities.
| C. | Reports of unauthorized trading or disclosure. |
If you have supervisory authority over any of our personnel, you must immediately report to a Compliance Officer any trading in Company securities by our personnel and any disclosure of material nonpublic information by our personnel if you have reason to believe that such trade or disclosure may violate this Policy, the Company’s Regulation FD Corporate Communications Policy or applicable securities laws. Because the SEC can seek civil penalties against the Company and its directors, officers and supervisory personnel for failing to take appropriate steps to prevent illegal trading, the Company should be made aware of any suspected violations as early as possible.
| XII. | Amendment; Termination |
The Company’s Board of Directors may amend, modify or change this Policy from time to time in its discretion and shall amend this Policy as it deems necessary to reflect applicable changes in
the federal laws and regulations relating to the Company’s publicly traded securities, and to comply with any rules and regulations or standards adopted by a national securities exchange on which the Company’s securities are listed. The Board of Directors may also terminate or replace this Policy at any time in its discretion.
EXHIBIT 21
LIST OF SUBSIDIARIES
1000212261 Ontario Inc., incorporated in Ontario, Canada
Airex, LLC, a limited liability company, incorporated in New Hampshire
Allied Motion Changzhou Motors Company, Ltd., incorporated in China
Allied Motion Changzhou Trading Co. Ltd., incorporated in China
Allied Motion Canada Inc., incorporated in Ontario, Canada
Allied Motion Christchurch, a limited liability company, incorporated in New Zealand
Allied Motion Dordrecht BV, incorporated in The Netherlands
Allied Motion Portugal Lda, incorporated in Portugal
Allied Motion Stockholm AB, incorporated in Sweden
Allied Motion Twinsburg, LLC, a limited liability company, incorporated in Delaware
Alio GmbH, a German limited liability company, incorporated in Germany
Alio Industries LLC, a limited liability company, incorporated in Colorado
Dynamic Connect (Suzhou) Hi-Tech Electronics Co. Ltd, incorporated in China
Dynamic Controls Suzhou Holdings New Zealand, incorporated in New Zealand
Dynamic Controls, incorporated in New Zealand
Dynamic Europe Limited, incorporated in the United Kingdom
Emoteq Corporation, incorporated in Colorado
FPH Group Inc., incorporated in Ontario, Canada
Globe Motors de Mexico, S.A. de C.V., incorporated in Mexico
Globe Motors, Inc., incorporated in Delaware
Heidrive GmbH, a German limited liability company, incorporated in Germany
Heidrive s.r.o., a Czech limited liability company, incorporated in Czech Republic
Kinetic Machine Development, LLC, a limited liability company, incorporated in New York
Motor Products Corporation, incorporated in Delaware
Ormec Systems Corp, incorporated in New York
Pasotec GmbH, a German limited liability company, incorporated in Germany
Sierramotion Inc., incorporated in California
Spectrum Controls, incorporated in Washington
Stature Electric, Inc., incorporated in Pennsylvania
TCI, LLC, a limited liability company, incorporated in Wisconsin
ThinGap, Inc., incorporated in Delaware
Transtar International, LLC, a limited liability company, incorporated in Michigan
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement Nos. 333-149279, 333-155889, 333-170563, 333-187369, and 333-217654 on Form S-8, and Registration Statement Nos. 333-119090, and 333-259840 on Form S-3 of our reports dated March 5, 2024, relating to the financial statements of Allient Inc. (formerly Allied Motion Technologies Inc.) and the effectiveness of Allient Inc.’s internal control over financial reporting appearing in this Annual Report on Form 10-K for the year ended December 31, 2023.
/s/ Deloitte & Touche LLP
Williamsville, New York
March 5, 2024
EXHIBIT 31.1
CERTIFICATION
I, Richard S. Warzala, certify that:
1. I have reviewed this annual report on Form 10-K of Allient Inc. (the “registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
Date: March 5, 2024 | /s/ RICHARD S. WARZALA |
Richard S. Warzala | |
President, Chief Executive Officer and Chairman of the Board |
EXHIBIT 31.2
CERTIFICATION
I, Michael R. Leach, certify that:
1. I have reviewed this annual report on Form 10-K of Allient Inc. (the “registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
Date: March 5, 2024 | /s/ MICHAEL R. LEACH |
Michael R. Leach | |
Senior Vice President & Chief Financial Officer |
EXHIBIT 32.1
Certification of Periodic Financial Reports
Pursuant to 18 U.S.C. Section 1350
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Allient Inc. (the “Company”) certifies to his knowledge that:
(1) The Annual Report on Form 10-K of the Company for the year ended December 31, 2023 fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934; and
(2) The information contained in that Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: March 5, 2024 | /s/ RICHARD S. WARZALA |
Richard S. Warzala | |
President, Chief Executive Officer and Chairman of the Board |
EXHIBIT 32.2
Certification of Periodic Financial Reports
Pursuant to 18 U.S.C. Section 1350
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Allied Motion Technologies Inc. (the “Company”) certifies to his knowledge that:
(1) The Annual Report on Form 10-K of the Company for the year ended December 31, 2023 fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934; and
(2) The information contained in that Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: March 5, 2024 | /s/ MICHAEL R. LEACH |
| Michael R. Leach |
| Senior Vice President & Chief Financial Officer |
EXHIBIT 97
Introduction
The Board of Directors (the “Board”) of Allient Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy.
Clawback Policy
In accordance with its culture, the Board has adopted this recovery policy which provides that the Company will recover reasonably promptly the amount of erroneously awarded incentive-based compensation in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the federal securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previous issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (the “Policy”). This Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10D-1 promulgated thereunder (“Rule 10D-1”), as such law and regulation may be amended hereafter.
This Policy shall be administered by the Board or, if so designated by the Board, the Human Capital and Compensation Committee (the “Compensation Committee”), in which case references herein to the Board shall be deemed references to the Compensation Committee. Any determinations made by the Board shall be final and binding on all affected individuals.
This Policy applies to the Company’s current and former executive officers, as determined by the Board in accordance with Section 10D of the Exchange Act, Rule 10D-1, and the listing standards of the national securities exchange on which the Company’s securities are listed (“Covered Executives”).
Recovery Period
In the event the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, the Board will require recovery, in the form of reimbursement or forfeiture, of any excess Incentive Compensation received by any Covered
Executive during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an accounting restatement.
For purposes of this Policy, Incentive Compensation means any of the following; provided that, such compensation is granted, earned, or vested based wholly or in part on the attainment of a financial reporting measure:
| ● | Annual bonuses and other short- and long-term cash incentives. |
| ● | Stock options. |
| ● | Stock appreciation rights. |
| ● | Restricted stock. |
| ● | Restricted stock units. |
| ● | Performance shares. |
| ● | Performance units. |
Financial reporting measures include:
| ● | Company stock price. |
| ● | Total shareholder return. |
| ● | Revenues. |
| ● | Net income. |
| ● | Earnings before interest, taxes, depreciation, and amortization (EBITDA). |
| ● | Liquidity measures such as working capital or operating cash flow. |
| ● | Return measures such as return on invested capital, return on assets or economic value added (EVA). |
| ● | Earnings measures such as earnings per share. |
Erroneously Awarded Compensation: Amount Subject to Recovery
The amount of incentive-based compensation that must be recovered under the Policy (“Erroneously Awarded Compensation”) is the amount of incentive-based compensation received that exceeds the amount of incentive-based compensation that otherwise would have been received had it been determined based on the restated amounts, and must be computed without regard to any taxes paid by the Covered Executive. For incentive-based compensation based on stock price or total shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in an accounting restatement: (A) the amount must be based on a reasonable estimate of the effect of the accounting restatement on the stock price or total shareholder return upon which the incentive-based compensation was received; and (B) the Company must maintain documentation of the determination of that reasonable estimate and provide such documentation any securities exchange on which it securities are listed.
In all other instances, if the Board cannot determine the amount of Erroneously Awarded Compensated received by the Covered Executive directly from the information in the accounting restatement, then it will make its determination based on a reasonable estimate of the effect of the accounting restatement.
The Board will determine, in its sole discretion, the method for recovering Erroneously Awarded Compensation hereunder which may include, without limitation:
| (a) | requiring reimbursement of cash Incentive Compensation previously paid; |
| (b) | seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based awards; |
| (c) | offsetting the recouped amount from any compensation otherwise owed by the Company to the Covered Executive; |
| (d) | cancelling outstanding vested or unvested cash or equity awards; and/or |
| (e) | taking any other remedial and recovery action permitted by law, as determined by the Board. |
No Indemnification
The Company shall not indemnify any Covered Executives against the loss of any incorrectly awarded Incentive Compensation.
The Board is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act and Rule 10D-1, and any other applicable rules or standards adopted by the Securities and Exchange Commission or any national securities exchange on which the Company’s securities are listed.
This Policy shall be effective as of the date designated by the Board upon approval of the Policy by the Board (the “Effective Date”), and shall apply to Incentive Compensation that is approved, awarded, or granted to Covered Executives on or after the Effective Date.
The Board may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary to reflect applicable regulations adopted by the Securities and Exchange Commission under Section 10D of the Exchange Act, and to comply with any rules or standards adopted by a national securities exchange on which the Company’s securities are listed. The Board may terminate this Policy at any time; provided, however, that any such termination shall not waive any other rights that the Company may have to recover any Erroneously Awarded Compensation awarded prior to such termination.
The Board intends that this Policy will be applied to the fullest extent of the law. The Board may require that any employment agreement, cash or equity award agreement, or similar agreement entered into on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require a Covered Executive to agree to abide by the terms of this Policy. Any right of recovery under this Policy is in addition to, and not in lieu of, any other remedies or rights of recovery that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, cash or equity award agreement, or similar agreement and any other legal remedies available to the Company.
Impracticability
The Board shall recover any Erroneously Awarded Compensation in accordance with this Policy unless such recovery would be impracticable, as determined by the Board in accordance with Rule 10D-1 and the listing standards of the national securities exchange on which the Company’s securities are listed.
This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators, or other legal representatives.