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 19, 2013
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 19, 2013, Allied Motion Technologies Inc. (the “Company”) issued a press release reporting its results of operations for the fourth quarter and year ended December 31, 2012. 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 19, 2013.
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 19, 2013 |
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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 Results for the Quarter and Year Ended December 31, 2012
DENVER--(BUSINESS WIRE)--February 19, 2013--Allied Motion Technologies Inc. (NASDAQ: AMOT) today announced that it achieved net income for the year ended December 31, 2012 of $5,397,000 or $.63 per diluted share compared to adjusted net income of $5,866,000 or $.68 per diluted share for the year ended December 31, 2011. Adjusted net income for 2011 excludes the $1,101,000 adjustment to the contingent consideration recorded as part of the purchase price for Ostergrens Elmotor AB, acquired on December 31, 2010. Including the adjustment, net income was $6,967,000 or $.81 per diluted share for the year ended December 31, 2011.
“While sales in 2012 decreased by $8,973,000 or 8% for the year when compared to 2011, the decrease in our net income was limited to $469,000 when compared to adjusted net income for 2011 which factors out the acquisition earn-out gain of $1,101,000 that was recorded in 2011,” commented Dick Warzala, President and CEO of Allied Motion. “Most of our operating units and served markets experienced decreased levels of business in 2012. During 2013, we will continue to closely monitor our served markets as we expect them to begin firming up and stabilizing as we move through the year. In the meantime, we will execute our Strategy for the long term growth and development of our Company by designing innovative “Motion Solutions That Change the Game” and meet the current and emerging needs of customers in our served market segments.”
Revenues for this year were $101,968,000 a 8.1% decrease from the record revenues of $110,941,000 for last year with $6,346,000, or 71% of the decrease due to lower volume and $2,627,000 or 29% due to the dollar strengthening against the Euro and the Swedish Krona. Backlog at December 31, 2012 was $32,915,000 down 25% from the record backlog at December 31, 2011 of $44,005,000. The decrease in backlog is primarily the result of the current market conditions and the delay of certain blanket order placements.
The Company also achieved net income for the fourth quarter ended December 31, 2012 of $1,101,000 or $.13 per diluted share compared to adjusted net income of $1,615,000 or $.19 per diluted share for the quarter ended December 31, 2011. Adjusted net income for the fourth quarter of 2011 excludes the $1,101,000 adjustment to the contingent consideration recorded for Ostergrens Elmotor AB that was acquired on December 31, 2010. Net income was $2,716,000 or $.32 per diluted share for the quarter ended December 31, 2011 and revenues for the quarter decreased 14.5% to $23,969,000 from $28,024,000 last year with 96% of the decrease due to lower volume and 4% due to the dollar strengthening against the Euro.
Adjusted EBITDA (excludes stock compensation expense and non-recurring items such as the $1,101,000 adjustment to the contingent consideration for Ostergrens) decreased 12% for 2012 to $9,918,000 compared to $11,376,000 last year.
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 19, 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.
ALLIED MOTION TECHNOLOGIES INC. |
FINANCIAL SUMMARY (IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED) |
For the Three Months | For the Year | |||||||||||||||
Ended December 31, | Ended December 31, | |||||||||||||||
HIGHLIGHTS OF OPERATING RESULTS | 2012 | 2011 | 2012 | 2011 | ||||||||||||
Revenues | $ | 23,969 | $ | 28,024 | $ | 101,968 | $ | 110,941 | ||||||||
Cost of products sold | 17,216 | 19,455 | 72,328 | 77,410 | ||||||||||||
Gross margin | 6,753 | 8,569 | 29,640 | 33,531 | ||||||||||||
Selling expenses | 1,295 | 1,355 | 5,093 | 5,626 | ||||||||||||
General and administrative expenses | 2,506 | 3,249 | 10,811 | 12,639 | ||||||||||||
Engineering and development expenses | 1,490 | 1,482 | 6,060 | 5,983 | ||||||||||||
Adjustment to contingent consideration | -- | (1,101 | ) | -- | (1,101 | ) | ||||||||||
Amortization of intangible assets | 82 | 180 | 548 | 732 | ||||||||||||
Total Operating Expenses | 5,373 | 5,165 | 22,512 | 23,879 | ||||||||||||
Interest expense | 1 | 16 | 13 | 84 | ||||||||||||
Other (income) expense, net | (45 | ) | (7 | ) | (383 | ) | 49 | |||||||||
Income before income taxes | 1,424 | 3,395 | 7,498 | 9,519 | ||||||||||||
Provision for income taxes | (323 | ) | (679 | ) | (2,101 | ) | (2,552 | ) | ||||||||
Net income |
$ |
1,101 |
$ |
2,716 |
$ |
5,397 |
$ |
6,967 |
||||||||
PER SHARE AMOUNTS: | ||||||||||||||||
Diluted income per share | $ | 0.13 | $ | 0.32 | $ | 0.63 | $ | 0.81 | ||||||||
Diluted weighted average common shares | 8,646 | 8,512 | 8,616 | 8,575 | ||||||||||||
CONDENSED BALANCE SHEETS |
December 31, |
December 31, |
||||
Assets | ||||||
Current Assets: | ||||||
Cash and cash equivalents | $ | 9,728 | $ | 9,155 | ||
Trade receivables, net | 10,806 | 11,689 | ||||
Inventories, net | 14,701 | 14,429 | ||||
Other current assets | 2,794 | 2,447 | ||||
Total Current Assets | 38,029 | 37,720 | ||||
Property, plant and equipment, net | 8,631 | 7,352 | ||||
Deferred income taxes | 4,103 | 4,326 | ||||
Intangible assets, net | 2,431 | 2,936 | ||||
Goodwill | 5,782 | 5,665 | ||||
Other long term assets | 1,991 | 688 | ||||
Total Assets | $ | 60,967 | $ | 58,687 | ||
Liabilities and Stockholders’ Equity |
||||||
Current Liabilities: | ||||||
Debt obligations | $ | 397 | $ | 157 | ||
Accounts payable | 5,748 | 6,598 | ||||
Accrued liabilities | 5,926 | 7,842 | ||||
Income taxes payable | -- | 1,272 | ||||
Contingent consideration | -- | 1,313 | ||||
Total Current Liabilities | 12,071 | 17,182 | ||||
Deferred Income Taxes | 935 | 973 | ||||
Other long-term liabilities | 5,809 | 4,210 | ||||
Total Liabilities | 18,815 | 22,365 | ||||
Stockholders’ Equity | 42,152 | 36,322 | ||||
Total Liabilities and Stockholders’ Equity | $ | 60,967 | $ | 58,687 | ||
For the Year Ended | ||||||||
December 31, | ||||||||
CONDENSED STATEMENTS OF CASH FLOWS | 2012 | 2011 | ||||||
Cash flows from operating activities: | ||||||||
Net income | $ | 5,397 | $ | 6,967 | ||||
Depreciation and amortization | 1,798 | 2,171 | ||||||
Other | 2,429 | (31 | ) | |||||
Changes in working capital | (5,020 | ) | (226 | ) | ||||
Net cash provided by operating activities | 4,604 | 8,881 | ||||||
Cash flows from investing activities: | ||||||||
Consideration paid for acquisition | (1,350 | ) | (332 | ) | ||||
Purchase of property and equipment | (2,597 | ) | (1,849 | ) | ||||
Net cash used in investing activities | (3,947 | ) | (2,181 | ) | ||||
Borrowings (repayments) on lines-of-credit, net | 230 | (667 | ) | |||||
Stock transactions under company stock plans | 365 | 162 | ||||||
Dividends paid | (839 | ) | (333 | ) | ||||
Net cash used in financing activities | (244 | ) | (838 | ) | ||||
Effect of foreign exchange rate changes on cash | 160 | (260 | ) | |||||
Net increase in cash and cash equivalents | 573 | 5,602 | ||||||
Cash and cash equivalents at beginning of period | 9,155 | 3,553 | ||||||
Cash and cash equivalents at December 31 | $ | 9,728 | $ | 9,155 |
CONTACT:
Allied Motion Technologies Inc.
Robert Maida,
303-799-8520
or
Sue Chiarmonte, 303-799-8520 ext. 24