SecProbe.io

CORRESP
1
filename1.htm

April 16, 2020

Ms. Jenn Do

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: Allied Motion Technologies Inc.

  Form 10-K for the fiscal year ended December 31, 2019

  Filed March 11, 2020

  File No. 0-04041

Dear Ms. Do:

In connection with your review of the Allied
Motion Technologies Inc. (the “Company”) Form 10-K for the year ended December 31, 2019, we respectfully submit the
following response to the comment included in your letter dated April 9, 2020. The Staff’s comment is restated in bold with
our response to the comment following immediately thereafter.

Form 10-K for the fiscal year ended
December 31, 2019

Controls and Procedures, page 59

 1. Please
                                         amend your filing to disclose a statement as to whether internal control over financial
                                         reporting was effective as of December 31, 2019. Refer to Item 308(a)(3) of Regulation
                                         S-K for guidance.

Response: The Company intends to
revise the “Item 9A. Controls and Procedure” section of its Form 10-K for the fiscal year ended December 31, 2019 by
amending and replacing the language with the proposed language set forth on Exhibit A hereto in order to disclose management’s
conclusion that the Company’s internal control over financial reporting was effective as of December 31, 2019. The Company
intends to file Amendment No. 1 to its Form 10-K for the fiscal year ended December 31, 2019 pursuant to Exchange Act Rule 12b-15.
Such amendment will (i) set forth the complete text of Item 9A as amended and (ii) be accompanied by new certifications by the
principal executive and principal financial officer of the Company under Exchange Act Rule 13a-14(a), updated as appropriate.

* * * * *

The Company acknowledges that it is responsible
for the accuracy and adequacy of its disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Securities & Exchange Commission

April 16, 2020

Page 2 of 4

If you need additional information, please
contact me at (716) 242-8634.

    Sincerely,

    /s/ Michael R. Leach

    Michael R. Leach

    Chief Financial Officer

cc:	    Michael C. Donlon

Exhibit A

PROPOSED CHANGES TO FORM 10-K FOR THE PERIOD
ENDED DECEMBER 31, 2019

(additions underlined; deletions in strikethrough
text)

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, 2019. 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, 2019, 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.
Based on this assessment, our management concluded that our internal control over financial reporting was effective as of December
31, 2019.

Deloitte & Touche LLP, an independent
registered public accounting firm, has audited the consolidated financial statements included in this Annual Report on Form 10-K
and, as part of their audit, has issued a report, included herein under Item 8, on the The effectiveness of our
internal control over financial reporting as of December 31, 2019 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, 2019,
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.

REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

To the stockholders and the Board of Directors
of Allied Motion Technologies Inc.

Opinion on Internal Control over Financial
Reporting

We have audited the internal control over
financial reporting of Allied Motion Technologies Inc. and subsidiaries (the “Company”) as of December 31, 2019, 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, 2019, 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, 2019, of the Company and our report dated March 11, 2020 (not presented herein) expressed
an unqualified opinion on those consolidated financial statements and included an explanatory paragraph regarding the Company’s
adoption of a new accounting standard.

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.

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 11, 2020