UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
________________________
FORM 8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (date of earliest event reported): February 17, 2012
ALLIED
MOTION TECHNOLOGIES INC.
(Exact
Name of Registrant as Specified in its Charter)
Colorado |
0-04041 |
84-0518115 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number)
|
(IRS Employer Identification No.) |
23 Inverness Way East, Suite. 150, Englewood, CO, 80112 |
(Address of Principal Executive Offices, including zip code) |
303-799-8520
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition.
On February 17, 2012, Allied Motion Technologies Inc. (the “Company”) issued a press release reporting its results of operations for the fourth quarter and year ended December 31, 2011. A copy of the press release is attached hereto as Exhibit 99.1.
The information set forth in Items 2.02 and 9.01 of this Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and is not incorporated by reference into any filings of Allied Motion Technologies Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filings.
Item 9.01 Financial Statements and Exhibits.
(d) |
Exhibits. |
|
Exhibit 99.1 |
Allied Motion Technologies Inc. Press Release dated February 17, 2012. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: |
February 17, 2012 |
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ALLIED MOTION TECHNOLOGIES INC. |
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By: |
/s/ Richard D. Smith |
Richard D. Smith |
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Executive Chairman of the Board and |
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Chief Financial Officer |
Page 2 of 2
Exhibit 99.1
Allied Motion Announces Record Profit for the Quarter and Year Ended December 31, 2011
DENVER--(BUSINESS WIRE)--February 16, 2012--Allied Motion Technologies Inc. (NASDAQ: AMOT) today announced it achieved record revenues and net income for the year ended December 31, 2011. Net income for the year was $6,967,000 or $.81 per diluted share compared to net income of $3,585,000 or $.45 per diluted share for 2010. The results this year include an adjustment to the contingent consideration that was originally recorded as part of the purchase price for the Ostergrens Elmotor AB acquisition that was completed on December 30, 2010. The adjustment had the effect of increasing both pretax and after tax profit by $1,101,000 resulting from the final determination of the contingent payment amount. Excluding this adjustment, net income for 2011 was a record $5,866,000 or $.68 per diluted share.
Revenues for this year were a record $110,941,000 compared to $80,591,000 for last year, or a 38% increase. Of this 38% increase, revenues from existing businesses increased 12% and incremental revenues achieved by the two companies acquired in 2010, Ostergrens and Agile Systems Inc., a subsidiary acquired on June 3, 2010 and now operating as Allied Motion Canada, contributed 26% of the increase. Bookings for this year were $117,365,000 compared to $92,032,000 for last year with $22,878,000 of the $25,333,000 increase coming from the two acquired companies. Backlog at December 31, 2011 was a record $44,005,000 compared to $37,856,000 for the year ended December 31, 2010, or a 16.2% increase.
The Company also achieved record profit for the fourth quarter ended December 31, 2011 with net income of $2,716,000 or $.32 per diluted share compared to net income of $983,000 or $.12 per diluted share for the quarter ended December 31, 2010. This quarter’s pretax income and net income include the $1,101,000 reduction to the contingent consideration for the Ostergrens’ acquisition. Without this adjustment, profit for the fourth quarter ended December 31, 2011 was a record $1,615,000 or $.19 per diluted share. Revenues for the quarter increased 33% to $28,024,000 compared to $21,140,000 last year. Of the 33% increase in revenues, revenues from existing businesses increased 9% and incremental revenues achieved by Ostergrens contributed 24% of the increase. Bookings for the quarter ended December 31, 2011 were $31,001,000 compared to $18,877,000 for the same quarter last year with $7,992,000 of the $12,124,000 increase coming from Ostergrens.
Adjusted EBITDA for 2011 (excludes stock compensation expense and non-recurring items such as the $1,101,000 adjustment to the contingent consideration for Ostergrens) increased 46% to $11,376,000 for the current year compared to $7,776,000 last year.
“Reviewing 2011, we can clearly say that it was a success with record shipments, record incoming orders, record profits and record cash flow. We rewarded our shareholders by creating a cash dividend program and we received very positive feedback from many of our shareholders during the year. Beyond the numbers, our acquisitions integrated well and they provide us with several new opportunities for continued growth in the future. Speaking of opportunities, we carefully manage and track our new opportunity pipeline and it grew steadily throughout the year with many of the opportunities requiring multiple products produced by our company,” commented Dick Warzala, President and CEO of Allied Motion. “In December 2011, we brought our global team together and focused on a 'One Company – One Team' approach to update and create the Strategic Plan for the next 3-5 years. Reviewing the aggressive Goals and Objectives established by our team, it clearly indicates that our team is ready and willing to take Allied Motion to higher levels in the future. Our strong financial condition when combined with Allied Systematic Tools (AST) to continuously improve Quality, Delivery, Cost and focus on the creation of Innovative 'Motion Solutions That Change the Game' and create value for our customers, allows us to have a positive outlook for the continued long term growth of our company.”
Headquartered in Denver, Colorado, 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.
The statements in this press release and in the Company’s February 17, 2012 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.
ALLIED MOTION TECHNOLOGIES INC. |
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FINANCIAL SUMMARY (IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED) |
|||||||||||||||||
For the Three Months
Ended December 31, |
For the Year
Ended December 31, |
||||||||||||||||
HIGHLIGHTS OF OPERATING RESULTS | 2011 | 2010 | 2011 | 2010 | |||||||||||||
Revenues | $ | 28,024 | $ | 21,140 | $ | 110,941 | $ | 80,591 | |||||||||
Cost of products sold | 19,455 | 14,956 | 77,410 | 57,899 | |||||||||||||
Gross margin | 8,569 | 6,184 | 33,531 | 22,692 | |||||||||||||
Operating expenses | 6,266 | 4,975 | 24,980 | 17,720 | |||||||||||||
Adjustment to contingent consideration | (1,101 | ) | -- | (1,101 | ) | -- | |||||||||||
Operating income | 3,404 | 1,209 | 9,652 | 4,972 | |||||||||||||
Interest expense | 16 | -- | 84 | 3 | |||||||||||||
Other (income) expense | (7 | ) | (20 | ) | 49 | (197 | ) | ||||||||||
Income before income taxes | 3,395 | 1,229 | 9,519 | 5,166 | |||||||||||||
Provision for income taxes | (679 | ) | (246 | ) | (2,552 | ) | (1,581 | ) | |||||||||
Net income | $ | 2,716 | $ | 983 | $ | 6,967 | $ | 3,585 | |||||||||
PER SHARE AMOUNTS: | |||||||||||||||||
Diluted income per share | $ | 0.32 | $ | 0.12 | $ | 0.81 | $ | 0.45 | |||||||||
Diluted weighted average common shares | 8,512 | 8,088 | 8,575 | 8,038 | |||||||||||||
CONDENSED BALANCE SHEETS |
December 31,
2011 |
December 31,
2010 |
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Assets | ||||||||||||
Current Assets: | ||||||||||||
Cash and cash equivalents | $ | 9,155 | $ | 3,553 | ||||||||
Trade receivables, net | 11,689 | 11,753 | ||||||||||
Inventories, net | 14,429 | 11,787 | ||||||||||
Other current assets | 3,136 | 1,817 | ||||||||||
Total Current Assets | 38,409 | 28,910 | ||||||||||
Property, plant and equipment, net | 7,352 | 6,923 | ||||||||||
Deferred income taxes | 4,326 | 5,533 | ||||||||||
Goodwill and intangible assets, net | 8,600 | 9,640 | ||||||||||
Total Assets | $ | 58,687 | $ | 51,006 | ||||||||
Liabilities and Stockholders’ Investment | ||||||||||||
Current Liabilities: | ||||||||||||
Debt obligations | $ | 157 | $ | 795 | ||||||||
Accounts payable | 6,598 | 6,506 | ||||||||||
Other current liabilities | 9,385 | 7,210 | ||||||||||
Total Current Liabilities | 16,140 | 14,511 | ||||||||||
Other long-term liabilities | 6,225 | 6,551 | ||||||||||
Total Liabilities | 22,365 | 21,062 | ||||||||||
Stockholders’ Investment | 36,322 | 29,944 | ||||||||||
Total Liabilities and Stockholders’ Investment | $ | 58,687 | $ | 51,006 | ||||||||
For the Year Ended December 31, |
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CONDENSED STATEMENTS OF CASH FLOWS | 2011 | 2010 | ||||||||||
Cash flows from operating activities: | ||||||||||||
Net income | $ | 6,967 | $ | 3,585 | ||||||||
Depreciation and amortization | 2,171 | 1,815 | ||||||||||
Changes in working capital balances and other | (257 | ) | 1,768 | |||||||||
Net cash provided by operating activities | 8,881 | 7,168 | ||||||||||
Cash flows from investing activities: | ||||||||||||
Cash paid for acquisition, net of cash acquired | -- | (7,104 | ) | |||||||||
Contingent consideration paid for acquisition | (332 | ) | -- | |||||||||
Purchase of property and equipment | (1,849 | ) | (1,213 | ) | ||||||||
Net cash used in investing activities | (2,181 | ) | (8,317 | ) | ||||||||
Net cash used in financing activities | (838 | ) | 513 | |||||||||
Effect of foreign exchange rate changes on cash | (260 | ) | (281 | ) | ||||||||
Net increase in cash and cash equivalents | 5,602 | (917 | ) | |||||||||
Cash and cash equivalents at beginning of period | 3,553 | 4,470 | ||||||||||
Cash and cash equivalents at December 31, | $ | 9,155 | $ | 3,553 |
CONTACT:
Allied Motion Technologies Inc.
Richard Smith or Sue
Chiarmonte
303-799-8520