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Allied Motion Updates Summary Pro Forma Information From the Globe Motors, Inc. Acquisition

Allied Motion Technologies Inc. (NASDAQ: AMOT) On October 18, 2013, Allied Motion completed the acquisition of Globe Motors and filed a Form 8-K announcing the acquisition within four business days of the completion of the acquisition, as required by the SEC. On November 12, 2013 Allied Motion issued a Press Release to disclose unaudited pro forma financial information with respect to Allied Motion’s acquisition of Globe Motors, Inc. from Safran USA, Inc. The pro forma financial information was released at that time to provide the readers with an overview of the past performance of the combined entity for the year ended December 31, 2012 and the nine months ended September 30, 2013. Also within the Press Release, the readers were reminded that the unaudited pro forma financial information reported at that time was preliminary and subject to change pending the completion of the audits by Allied Motion’s outside audit firm of the Globe Motors results for both periods, as required by SEC regulations.

On January 3, 2014, Allied Motion filed an amendment to the Form 8-K to include audited financial statements for Globe Motors for the year ended December 31, 2012 and the nine month period ended September 30, 2013, as well as certain unaudited pro forma Allied Motion and Globe Motors combined consolidated financial statements. The pro forma financials were based on Globe Motors’ audited report for each period presented while Allied Motion’s results for the year ended December 31, 2012 were audited and its interim results for the nine months ended September 30, 2013 were unaudited as filed with Allied’s most recent quarterly report on Form 10-Q. As a result of the audit of Globe Motors, Allied Motion is updating the previously disclosed summary pro forma information to (i) revise the revenue of Globe Motors (ii) revise certain expenses, including interest expense, depreciation expense and provision for income tax for Globe Motors (iii) correct the pro forma adjustment for certain litigation-related expenses of Globe Motors and (iv) revise corporate allocations.

“The completion of the outside audit of Globe Motors and the reporting of the pro forma financial results of the combined entity within the amended Form 8-K, confirms that the Globe Motors acquisition is accretive to Allied Motion,” commented Dick Warzala, CEO and President of Allied Motion. “At this point we can report that the integration process is moving forward as planned and we continue to be excited about the opportunity to leverage the combined resources of the two organizations to facilitate the execution of our Strategy and enhance the continued long term growth and development of our Company.”

Set forth below are certain pro forma financial metrics that assume that the acquisition of Globe Motors took place on January 1, 2012, the beginning of the earliest period presented. The unaudited 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 and the allocation of the purchase price used to prepare the unaudited pro forma information 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 have a material impact on the unaudited pro forma financial information presented below. In addition, the acquisition of Globe Motors is subject to a post-closing purchase price adjustment to reflect, among other things, the working capital and cash on hand of Globe Motors at the time of closing. The post-closing purchase price adjustment, if any, is expected to be completed during the first quarter of 2014 and is not reflected in the pro forma information set forth below.

The charts below summarize the unaudited pro forma calculation of Revenue, Net Income, Net Income 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 year ended December 31, 2012 is as follows (in thousands):

 

Allied Motion
Unaudited

 

(1) Allied Motion &
Globe Motors

 
Financial Results Pro Forma
Nine Months Nine Months
Ended Ended
September 30, September 30, Increase (decrease)
2013 2013 $   %
 
Revenues $ 75,371 $ 164,631 $ 89,260   118 %
Net income $ 2,612 $ 5,461 $ 2,849   109 %
Net income per share $ 0.30 $ 0.61 $ 0.31   103 %
EBITDA $ 5,083 $ 19,659 $ 14,576   287 %
Adjusted EBITDA $ 7,226 $ 20,874 $ 13,648   189 %
    (1)   The summary pro forma information is based on audited results for Globe Motors and unaudited results for Allied Motion together with appropriate unaudited pro forma adjustments.
  Allied Motion Audited  

(2) Allied Motion &
Globe Motors

   
Financial Results Pro Forma
Year Ended Year Ended
December 31, December 31, Increase (decrease)
2012 2012 $ %
 
Revenues $ 101,968 $ 208,447 $ 106,479   104 %
Net income $ 5,397 $ 8,411 $ 3,014   56 %
Net income per share $ 0.63 $ 0.95 $ 0.32   51 %
EBITDA $ 9,309 $ 26,245 $ 16,936   182 %
Adjusted EBITDA $ 9,918 $ 27,263 $ 17,345   175 %
    (2)   The summary pro forma information is based on audited results for both Allied Motion and Globe Motors together with appropriate unaudited pro forma adjustments.

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 year ended December 31, 2012 is as follows (in thousands):

 

Nine Months Ended
September 30, 2013

     

Year Ended
December 31, 2012

   

Allied
Motion
(Unaudited)

(1)Allied
Motion &
Globe
Motors Pro
Forma

Allied
Motion

(2)Allied
Motion
& Globe
Motors
Pro
Forma

 
Net income $ 2,612 $ 5,461 $ 5,397 $ 8,411
Interest expense 30 4,966 13 6,663
Provision for income tax 1,130 2,753 2,101 3,190
Depreciation and amortization   1,311   6,479   1,798   7,981
EBITDA 5,083 19,659 9,309 26,245
Stock compensation expense 674 981 609 1,018
Relocation costs 234 234 - -
Business development costs   1,235   -   -   -
Adjusted EBITDA $ 7,226 $ 20,874 $ 9,918 $ 27,263
    (1)   The September 30, 2013 pro forma information is based on audited results for Globe Motors and unaudited results for Allied Motion together with appropriate unaudited pro forma adjustments.
(2) The December 31, 2012 pro forma information is based on audited results for both Allied Motion and Globe Motors together with appropriate unaudited pro forma adjustments.

Pro Forma Comparisons

The charts below provide a summary comparison of the unaudited pro forma financials presented in the November 12, 2013 Press Release and the January 3, 2014 Press Release.

 

Nine Months Ended
September 30, 2013

     

Year Ended
December 31, 2012

   

Pro Forma
Nov. 12, 2013

Pro Forma
Jan. 3, 2014

Pro Forma
Nov. 12, 2013

Pro Forma
Jan. 3, 2014

 
Revenues   $ 164,400   $ 164,631 $ 208,447   $ 208,447
Net Income     6,626     5,461   8,641     8,411
Net Income per Share     0.73     0.61   0.97     0.95
EBITDA     21,439     19,659   25,537     26,245
Adjusted EBITDA     22,654     20,874   26,555     27,263

Comparing the unaudited pro forma results from November 12, 2013 Press Release to the January 3, 2014 Press Release for the nine months ended September 30, 2013, the decrease in Adjusted EBITDA as shown on the January 3, 2014 Press Release was primarily the result of a correction to the amount of accrued legal expenses added back on the unaudited pro forma financials used in the November 12, 2013 Press Release. The legal expenses were one-time expenses for potential litigation that was not assumed by Allied Motion in the purchase transaction.

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 that relate to the integration of the Globe Motors acquisition and the future execution of the Company’s strategy are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties including 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. 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.

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