AMHERST, N.Y.--(BUSINESS WIRE)--Nov. 12, 2013--
Allied Motion Technologies Inc. (NASDAQ: AMOT) In connection with
the closing of Allied Motion's acquisition of Globe Motors, Inc. from
Safran USA, Inc., Allied Motion announced that it would disclose
unaudited pro forma financial information with respect to the
acquisition. Set forth below are certain pro forma financial metrics
that assume that the acquisition of Globe Motors took place on the dates
indicated. Allied Motion will provide certain audited financial
statements for Globe Motors on or before January 3, 2014 in an Amendment
to its Form 8-K reporting the completion of the acquisition of Globe
Motors. Such Form 8-K Amendment will also contain pro forma consolidated
financial statements. If as a result of the audit the historical
financial statements of Globe Motors the financial information used to
prepare the pro forma metrics set forth below changes, the pro forma
financial statements contained in the Amendment to the Form 8-K may
differ from the information disclosed below. The pro forma information
may not be indicative of the results that actually would have occurred
if the acquisition had occurred on the dates indicated or which may be
obtained in the future. The transaction will be accounted for using the
acquisition method of accounting which requires, among other things, the
assets acquired and liabilities assumed to be recognized at their fair
values as of the acquisition date. The allocation of the purchase price
in preparing the unaudited pro forma information is preliminary and is
subject to change. The Globe assets and liabilities have been measured
at their estimated fair values at the date of acquisition. Differences
between these estimates of fair value and the final acquisition
accounting may occur, and those differences could also have an impact on
the unaudited pro forma financial information presented below.
The charts below summarize the unaudited pro forma calculation of
Revenue, Net Income, Earnings per share, EBITDA and Adjusted EBITDA
giving effect to the acquisition as compared to the historical results
for Allied Motion for the 9 months ended September 30, 2013 and December
30, 2012 is as follows (in thousands):
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Unaudited Historical
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Unaudited
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Financial Results
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Pro Forma
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Nine Months
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Nine Months
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Ended
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Ended
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September 30,
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September 30,
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Increase (decrease)
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2013
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2013
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$
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%
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Revenues
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$
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75,371
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$
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164,400
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$
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89,029
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118
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%
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Net income
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$
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2,612
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$
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6,626
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$
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4,014
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154
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%
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Net income per share
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$
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0.30
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$
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0.73
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$
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0.43
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143
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%
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EBITDA
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$
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5,083
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$
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21,439
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$
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16,356
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322
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%
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Adjusted EBITDA
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$
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7,226
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$
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22,654
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$
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15,428
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214
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%
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Historical
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Unaudited
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Financial Results
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Pro Forma
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Year Ended
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Year Ended
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December 31,
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December 31,
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Increase (decrease)
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2012
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2012
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$
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%
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Revenues
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$
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101,968
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$
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208,168
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$
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106,200
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104
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%
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Net income
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$
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5,397
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$
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8,641
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$
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3,244
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60
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%
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Net income per share
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$
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0.63
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$
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0.97
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$
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0.34
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54
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%
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EBITDA
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$
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9,309
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$
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25,537
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$
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16,228
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174
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%
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Adjusted EBITDA
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$
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9,918
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$
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26,555
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$
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16,637
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168
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%
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“As evidenced by the summary unaudited pro forma information released
today, we are excited with the immediate impact the acquisition Globe
Motors may have on the operating results of Allied Motion. While we
previously released pro forma revenue information and mentioned that the
acquisition was accretive, we feel it is important to also provide our
shareholders with information relative to the magnitude of the pro forma
earnings impact as a result of the Globe acquisition. We believe that
Globe is a solid, well-run company and that the synergies provided by
the combination of the two organizations will further facilitate the
execution of our Strategy for the long term growth and development of
Allied Motion. Additionally, we expect the combination to advance our
ability to develop 'Motion Solutions That Change the Game' and meet the
current and emerging needs of customers in our respective target market
segments,” commented Dick Warzala, President and CEO of Allied Motion.
Headquartered in Amherst, NY, Allied Motion designs, manufactures and
sells motion control products into applications that serve many industry
sectors. Allied Motion is a leading supplier of precision and specialty
motion control components and systems to a broad spectrum of customers
throughout the world. Globe Motors designs, manufactures, and
distributes precision, quality grade subfractional horsepower motors and
motorized devices throughout the world and for a wide variety of
applications including automotive, medical, commercial, industrial and
aerospace.
The statements in this press release and in the Company’s November 13,
2013 conference call that relate to future plans, events or performance
are “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements
include, without limitation, any statements that may predict, forecast,
indicate, or imply future results, performance, or achievements.
Forward-looking statements involve known and unknown risks and
uncertainties that may cause actual results of the Company to differ
materially from the forward-looking statements. The risks and
uncertainties include international, national and local general business
and economic conditions in the Company’s motion markets, introduction of
new technologies, products and competitors, the ability to protect the
Company’s intellectual property, the ability of the Company to sustain,
manage or forecast its growth and product acceptance, success of new
corporation strategies and implementation of defined critical issues
designed for growth and improvement in profits, the continued success of
the Company’s customers to allow the Company to realize revenues from
its order backlog and to support the Company’s expected delivery
schedules, the continued viability of the Company’s customers and their
ability to adapt to changing technology and product demand, the ability
of the Company to meet the technical specifications of its customers,
the continued availability of parts and components, increased
competition and changes in competitor responses to the Company’s
products and services, changes in government regulations, availability
of financing, the ability of the Company’s lenders and financial
institutions to provide additional funds if needed for operations or for
making future acquisitions or the ability of the Company to obtain
alternate financing if present sources of financing are terminated, the
ability to attract and retain qualified personnel who can design new
applications and products for the motion industry, the ability of the
Company to identify and consummate favorable acquisitions to support
growth and new technology, and the ability of the Company to control
costs for the purpose of improving profitability. The Company’s ability
to compete in this market depends upon its capacity to anticipate the
need for new products, and to continue to design and market those
products to meet customers’ needs in a competitive world. Actual
results, events and performance may differ materially. Readers are
cautioned not to place undue reliance on these forward-looking
statements as a prediction of actual results. The Company has no
obligation or intent to release publicly any revisions to any forward
looking statements, whether as a result of new information, future
events, or otherwise.
Non-GAAP Measures
EBITDA and Adjusted EBITDA are provided for information purposes only
and are not measures of financial performance under generally accepted
accounting principles. Management believes the presentation of these
financial measures reflecting non-GAAP adjustments provides important
supplemental information in evaluating the operating results of the
Company as distinct from results that include items that are not
indicative of ongoing operating results; in particular, those charges
and credits that are not directly related to operating unit performance,
and that are not a helpful measure of the performance of our underlying
business particularly in light of their unpredictable nature. This
non-GAAP disclosure has limitations as an analytical tool, should not be
viewed as a substitute for net income determined in accordance with
GAAP, and should not be considered in isolation or as a substitute for
analysis of the Company’s results as reported under GAAP, nor is it
necessarily comparable to non-GAAP performance measures that may be
presented by other companies. In addition, this supplemental
presentation should not be construed as an inference that the Company’s
future results will be unaffected by similar adjustments to net income
determined in accordance with GAAP.
The Company believes EBITDA is often a useful measure of a Company’s
operating performance and is a significant basis used by the Company’s
management to measure the operating performance of the Company’s
business because EBITDA excludes charges for depreciation, amortization
and interest expense that have resulted from our debt financings, as
well as our provision for income tax expense. EBITDA is frequently used
as one of the bases for comparing businesses in the Company’s industry.
The Company also believes that Adjusted EBITDA provides helpful
information about the operating performance of its business. Adjusted
EBITDA excludes stock compensation expense, as well as certain income or
expenses which are not indicative of the ongoing performance of the
Company. EBITDA and Adjusted EBITDA do not represent and should not be
considered as an alternative to net income, operating income, net cash
provided by operating activities or any other measure for determining
operating performance or liquidity that is calculated in accordance with
generally accepted accounting principles.
The Company’s calculation of EBITDA and Adjusted EBITDA for the nine
months ended September 30, 2013 and twelve months ended December 31,
2012 is as follows (in thousands):
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Nine Months Ended
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Year Ended
|
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September 30, 2013
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December 31, 2012
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Unaudited
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Unaudited
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Unaudited
|
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Historical
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Pro Forma
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Historical
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Pro Forma
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Net income
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$
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2,612
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$
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6,626
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$
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5,397
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$
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8,641
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Interest expense
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30
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4,988
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13
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6,647
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Provision for income tax
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1,130
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3,549
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2,101
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3,156
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Depreciation and amortization
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1,311
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6,276
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1,798
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7,093
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EBITDA
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5,083
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21,439
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9,309
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25,537
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Stock compensation expense
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674
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981
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609
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1,018
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Relocation costs
|
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234
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|
|
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234
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-
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-
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Business development costs
|
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1,235
|
|
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-
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-
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-
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Adjusted EBITDA
|
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$
|
7,226
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$
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22,654
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$
|
9,918
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$
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26,555
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Source: Allied Motion Technologies Inc.
Allied Motion Technologies Inc.
Robert Maida or Sue Chiarmonte,
1-716-242-8634