UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

x
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2007

o
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Action of 1934

For the transition period from _____________________ to _______________________

Commission File Number 0-19266

ALLIED HEALTHCARE PRODUCTS, INC.

1720 Sublette Avenue
St. Louis, Missouri 63110
314/771-2400
IRS Employment ID 25-1370721

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter periods that the registrant was required to file such reports, and (2) has been subject to such filing requirements for the past ninety days.

Yes x         No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer” and “large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer o        Accelerated filer o        Non-accelerated filer x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o         No x

The number of shares of common stock outstanding at May 2, 2007 is 7,883,577 shares.

 
 

 

INDEX
 
Page
Part I -
Financial Information
Number
 
Item 1.
Financial Statements
 
 
Consolidated Statement of Operations -
3
 
three months and nine months ended March 31,
 
 
2007 and 2006 (Unaudited)
 
 
 
Consolidated Balance Sheet -
4 - 5
 
March 31, 2007 (Unaudited) and
 
 
June 30, 2006
 
 
 
Consolidated Statement of Cash Flows -
6
 
Nine months ended March 31, 2007 and 2006
 
 
(Unaudited)
 
 
 
Notes to Consolidated Financial Statements
7 - 10
 
 
Item 2.
Management’s Discussion and Analysis of
10 - 16
 
Financial Condition and Results of Operations
 
 
 
Item 3.
Quantitative and Qualitative Disclosure
16
 
about Market Risk
 
 
   
Item 4.
Controls and Procedures
16
 
Part II -
Other Information
 
Item 6.
Exhibits
17
       
   
Signature
17

SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Statements contained in this Report, which are not historical facts or information, are "forward-looking statements." Words such as "believe," "expect," "intend," "will," "should," and other expressions that indicate future events and trends identify such forward-looking statements. These forward-looking statements involve risks and uncertainties, which could cause the outcome and future results of operations, and financial condition to be materially different than stated or anticipated based on the forward-looking statements. Such risks and uncertainties include both general economic risks and uncertainties, risks and uncertainties affecting the demand for and economic factors affecting the delivery of health care services, and specific matters which relate directly to the Company's operations and properties as discussed in the Company’s annual report on Form 10-K for the year ended June 30, 2006. The Company cautions that any forward-looking statements contained in this report reflects only the belief of the Company or its management at the time the statement was made. Although the Company believes such forward-looking statements are based upon reasonable assumptions, such assumptions may ultimately prove inaccurate or incomplete. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement was made.

 
2

 

PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements

ALLIED HEALTHCARE PRODUCTS, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)

   
Three months ended
 
Nine months ended
 
   
March 31,
 
March 31,
 
   
2007
 
2006
 
2007
 
2006
 
                   
Net sales
 
$
13,703,784
 
$
14,756,600
 
$
42,455,176
 
$
43,082,670
 
Cost of sales
   
10,251,494
   
11,352,190
   
31,966,606
   
32,130,802
 
Gross profit
   
3,452,290
   
3,404,410
   
10,488,570
   
10,951,868
 
                       
Selling, general and
                       
administrative expenses
   
3,003,928
   
2,992,446
   
9,286,343
   
9,194,558
 
Income from operations
   
448,362
   
411,964
   
1,202,227
   
1,757,310
 
                           
Interest income
   
(25,844
)
 
(9,311
)
 
(82,071
)
 
(35,986
)
Other, net
   
9,328
   
8,861
   
(34,551
)
 
28,854
 
     
(16,516
)
 
(450
)
 
(116,622
)
 
(7,132
)
                           
Income before provision
                         
for income taxes
   
464,878
   
412,414
   
1,318,849
   
1,764,442
 
                           
Provision for income taxes
   
187,198
   
176,257
   
546,381
   
745,190
 
Net income
 
$
277,680
 
$
236,157
 
$
772,468
 
$
1,019,252
 
                           
                           
Basic earnings per share
 
$
0.04
 
$
0.03
 
$
0.10
 
$
0.13
 
                           
Diluted earnings per share
 
$
0.03
 
$
0.03
 
$
0.10
 
$
0.13
 
                           
                           
Weighted average shares
   
7,883,577
   
7,849,910
   
7,873,460
   
7,837,132
 
outstanding - basic
                         
                       
Weighted average shares
                         
outstanding - diluted
   
8,077,696
   
8,068,817
   
8,071,832
   
8,057,166
 

See accompanying Notes to Consolidated Financial Statements.

 
3

 

ALLIED HEALTHCARE PRODUCTS, INC.
CONSOLIDATED BALANCE SHEET
ASSETS
           
   
(Unaudited)
     
   
March 31,
 
June 30,
 
   
2007
 
2006
 
           
           
Current assets:
             
Cash and cash equivalents
 
$
2,714,275
 
$
2,696,324
 
Accounts receivable, net of allowances of
             
  $415,000 and $430,000, respectively
   
6,781,064
   
7,429,355
 
Inventories, net
   
12,786,333
   
11,491,305
 
Other current assets
   
369,753
   
224,853
 
                   
Total current assets
   
22,651,425
   
21,841,837
 
               
               
Property, plant and equipment, net
   
10,805,016
   
11,252,934
 
Goodwill
   
15,979,830
   
15,979,830
 
Other assets, net
   
251,911
   
255,845
 
     
 
   
 
 
Total assets
 
$
49,688,182
 
$
49,330,446
 

See accompanying Notes to Consolidated Financial Statements.


(CONTINUED)
 
4

 

ALLIED HEALTHCARE PRODUCTS, INC.
CONSOLIDATED BALANCE SHEET
(CONTINUED)
LIABILITIES AND STOCKHOLDERS' EQUITY
           
   
(Unaudited)
     
   
March 31,
 
June 30,
 
   
2007
 
2006
 
           
Current liabilities:
         
Accounts payable
 
$
3,394,054
 
$
3,208,699
 
Deferred income taxes
   
670,705
   
689,942
 
Deferred revenue
   
465,000
   
465,000
 
Other accrued liabilities
   
2,437,638
   
2,834,495
 
Total current liabilities
   
6,967,397
   
7,198,136
 
               
Deferred revenue
   
1,123,750
   
1,472,500
 
               
Commitments and contingencies
             
               
Stockholders' equity:
             
Preferred stock; $0.01 par value; 1,500,000 shares
             
authorized; no shares issued and outstanding
   
-
   
-
 
Series A preferred stock; $0.01 par value; 200,000 shares
             
authorized; no shares issued and outstanding
   
-
   
-
 
Common stock; $0.01 par value; 30,000,000 shares
             
authorized; 10,187,069 shares issued at March 31, 2007
             
and 10,155,569 shares issued at June 30, 2006: 7,883,577
             
shares outstanding at March 31, 2007 and 7,852,077
             
shares outstanding June 30, 2006, respectively
   
101,871
   
101,556
 
Additional paid-in capital
   
47,422,624
   
47,258,182
 
Retained earnings
   
14,803,968
   
14,031,500
 
Less treasury stock, at cost; 2,303,492 shares at
             
March 31, 2007 and June 30, 2006, respectively
   
(20,731,428
)
 
(20,731,428
)
Total stockholders' equity
   
41,597,035
   
40,659,810
 
Total liabilities and stockholders' equity
 
$
49,688,182
 
$
49,330,446
 

See accompanying Notes to Consolidated Financial Statements.

 
5

 

ALLIED HEALTHCARE PRODUCTS, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)

   
Nine months ended
 
   
March 31,
 
   
2007
 
2006
 
           
Cash flows from operating activities:
             
Net income
 
$
772,468
 
$
1,019,252
 
Adjustments to reconcile net income to net
             
cash provided by operating activities:
             
               
Depreciation and amortization
   
922,901
   
865,386
 
Stock based compensation
   
55,243
   
55,064
 
Provision for (benefit from) doubtful accounts
   
(31,882
)
 
95,164
 
Deferred income taxes
   
(19,237
)
 
(22,408
)
               
Changes in operating assets and liabilities:
             
Short-term investments
   
-
   
(350,000
)
Accounts receivable
   
680,173
   
(676,682
)
Inventories
   
(1,295,028
)
 
(946,423
)
Other current assets
   
(144,900
)
 
(163,113
)
Accounts payable
   
185,355
   
1,255,775
 
Deferred revenue
   
(348,750
)
 
(348,750
)
Other accrued liabilities
   
(396,857
)
 
291,361
 
Net cash provided by operating activities
   
379,486
   
1,074,626
 
               
               
Cash flows from investing activities:
             
Capital expenditures
   
(471,049
)
 
(843,341
)
Net cash used in investing activities
   
(471,049
)
 
(843,341
)
               
Cash flows from financing activities:
             
Borrowings under revolving credit agreement
   
-
   
346,000
 
Payments under revolving credit agreement
   
-
   
(265,000
)
Stock options exercised
   
81,090
   
64,125
 
Excess tax benefit from exercise of stock options
   
28,424
   
26,340
 
Net cash provided by financing activities
   
109,514
   
171,465
 
               
Net increase in cash and equivalents
   
17,951
   
402,750
 
Cash and cash equivalents at beginning of period
   
2,696,324
   
317,775
 
Cash and cash equivalents at end of period
 
$
2,714,275
 
$
720,525
 
 
See accompanying Notes to Consolidated Financial Statements.  

 
6

 

ALLIED HEALTHCARE PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


1.   Unaudited Consolidated Financial Statements

The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions for Form 10-Q and do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments considered necessary for a fair presentation, have been included. Operating results for any quarter are not necessarily indicative of the results for any other quarter or for the full year. These statements should be read in conjunction with the consolidated financial statements and notes to the consolidated financial statements thereto included in the Company’s Form 10-K for the year ended June 30, 2006.

Recent Accounting Pronouncements

In June 2006, the FASB issued FIN No. 48, “Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109” which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, “Accounting for Income Taxes.” The interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN No. 48 requires recognition of tax benefits that satisfy a greater than 50% probability threshold. FIN No. 48 also provides guidance on derecognition, classification, interest and penalties, accounting in the interim periods, disclosures, and transition. FIN No. 48 is effective for us beginning July 1, 2007. We are currently assessing the potential impact that adoption of FIN No. 48 will have on our financial statements.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”, which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 does not require any new fair value measurements, but provides guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. This statement is effective for us beginning July 1, 2008. We are currently assessing the potential impact that adoption of SFAS No. 157 will have on our financial statements.

 
7

 

2.   Inventories  

Inventories are comprised as follows:

   
March 31, 2007
 
June 30, 2006
 
           
Work-in progress
 
$
1,059,385
 
$
715,643
 
Raw materials and component parts
   
8,057,186
   
8,820,622
 
Finished goods
   
4,679,272
   
3,123,435
 
Reserve for obsolete and excess
             
inventory
   
(1,009,510
)
 
(1,168,395
)
   
$
12,786,333
 
$
11,491,305
 
 
3.   Earnings per share

Basic earnings per share are based on the weighted average number of shares of all common stock outstanding during the period. Diluted earnings per share are based on the sum of the weighted average number of shares of common stock and common stock equivalents outstanding during the year. The number of basic shares outstanding for the three months ended March 31, 2007 and 2006 was 7,883,577 and 7,849,910 respectively. The number of diluted shares outstanding for the three months ended March 31, 2007 and 2006 was 8,077,696 and 8,068,817 respectively. The number of basic shares outstanding for the nine months ended March 31, 2007 and 2006 was 7,873,460 and 7,837,132 respectively. The number of diluted shares outstanding for the nine months ended March 31, 2007 and 2006 was 8,071,832 and 8,057,166 respectively.

4.   Commitments and Contingencies

The Company is subject to various investigations, claims and legal proceedings covering a wide range of matters that arise in the ordinary course of its business activities. The Company has recognized the costs and associated liabilities only for those investigations, claims and legal proceedings for which, in its view, it is probable that liabilities have been incurred and the related amounts are estimable. Based upon information currently available, management believes that existing accrued liabilities are sufficient and that it is not reasonably possible at this time to believe that any additional liabilities will result from the resolution of these matters that would have a material adverse effect on the Company’s consolidated results of operations, financial position or cash flows.

 
8

 

5. Financing

On September 1, 2005, the Bank and the Company agreed to an amendment of the credit facility. In conjunction with the amendment to the Company’s credit facility, the Bank extended the maturity on the Company’s revolving credit facility from April 24, 2007 to September 1, 2008. Based on the Company’s current level of debt, and performance, debt would bear interest at the Bank’s prime rate. The prime rate was 8.25% on March 31, 2007. The interest rate on prime rate loans may increase from prime to prime plus 0.75% if the ratio of the Company’s funded debt to EBITDA exceeds 2.5. The amended credit facility also provides the Company with a rate of LIBOR plus 1.75%, at the Company’s option. The optional LIBOR rate may increase from LIBOR plus 1.75% to LIBOR plus 2.75% based on the Company’s fixed charge coverage ratio. The 90-day LIBOR rate was 5.35% at March 31, 2007.

At March 31, 2007 the Company had no aggregate indebtedness, including capital lease obligations, short-term debt and long term debt.

The Company was in compliance with all of the financial covenants associated with its credit facility at March 31, 2007.

6. Stock Repurchase Arrangement

On August 25, 2005, the Board of Directors authorized repurchases of shares of the Company’s common stock pursuant to open market transactions in accordance with Rule 10b-18 under the Securities Exchange Act or in privately negotiated block transactions. The authorization permits repurchases from time to time until June 30, 2007 at the discretion of the Chairman of the Board or the President and Chief Executive Officer. The authorization permits up to $1.0 million to be applied to such repurchases. No specific number of shares are sought in connection with the authorization. The Company received the consent of the Bank for this authorized repurchase. As of March 31, 2007 no shares have been repurchased under this arrangement.

7. Baralyme® Agreement

A reconciliation of deferred revenue resulting from the agreement with Abbott Laboratories (“Abbott”), with the amounts received under the agreement, and amounts recognized as net sales is as follows:
 
 
9

 

   
  Three Months ended
 
Nine Months ended
 
   
  March 31,
 
March 31,
 
 
 
  2007
 
2006
 
2007
 
2006
 
                    
Beginning balance
 
$
1,705,000
 
$
1,240,000
 
$
1,937,500
 
$
1,472,500
 
                           
Payment Received from
                         
Abbott Laboratories
   
-
   
-
   
-
   
-
 
                           
Revenue recognized
                         
as net sales
   
(116,250
)
 
(116,250
)
 
(348,750
)
 
(348,750
)
 
   
1,588,750
   
1,123,750
   
1,588,750
   
1,123,750
 
Less - Current portion
                         
of deferred revenue
   
(465,000
)
 
(465,000
)
 
(465,000
)
 
(465,000
)
   
$
1,123,750
 
$
658,750
 
$
1,123,750
 
$
658,750
 

In addition to the provisions of the agreement relating to the withdrawal of the Baralyme® product, Abbott has agreed to pay Allied up to $2,150,000 in product development costs to pursue development of a new carbon dioxide absorption product for use in connection with inhalation anesthetics that does not contain potassium hydroxide and does not produce a significant exothermic reaction with currently available inhalation agents. As of March 31, 2007; $610,000 has been received, and $110,000 is receivable, as a result of product development activities. For the three and nine months ended March 31, 2007, $110,000 and $450,000 have been included in Net Sales, respectively. For the three and nine months ended March 31, 2007; $110,000 and $450,000 have been included in Cost of Sales, respectively.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

RESULTS OF OPERATIONS

Three Months ended March 31, 2007 compared to three months ended March 31, 2006.

Allied had net sales of $13.7 million for the three months ended March 31, 2007, down $1.1 million, or 7.4%, from net sales of $14.8 million in the prior year same quarter, as a result of lower customer purchase order releases. Customer purchase order releases were $1.1 million lower than in fiscal 2006. Purchase order release times depend on the scheduling practices of individual customers.

Sales for the three months ended March 31, 2007 include $116,250 for the recognition into income of payments resulting from the agreement with Abbott Laboratories to cease the production and distribution of Baralyme®. Sales for the three months ended March 31, 2007 also include $110,000 as a result of product development activities to pursue development of a new carbon dioxide absorption product. The agreement with Abbott provides for Abbott to pay Allied up to $2,150,000 in product development cost to pursue development of a new carbon dioxide absorption product for use in connection with inhalation anesthetics that does not contain potassium hydroxide and does not produce a significant exothermic reaction with currently available inhalation agents.
 
 
10

 

The Company ceased the sale of Baralyme® on August 27 th , 2004. Sales for the three months ended March 31, 2006 include $116,250 for the recognition into income of payments resulting from the agreement with Abbott Laboratories to cease the production and distribution of Baralyme®. Sales for the three months ended March 31, 2006 also include $87,000 as a result of product development activities to pursue development of a new carbon dioxide absorption product. Income from the agreement will continue to be recognized over eight years, the term of the agreement, at $38,750 per month. Allied continues to sell Carbolime®, a carbon dioxide absorbent with a different formulation than Baralyme®.

Domestic sales were down 11.1% from the prior year same quarter, while international business, which represented 19.7% of third quarter sales, was up 13.7%. Orders for the Company’s products for the three months ended March 31, 2007 of $13.3 million were $1.0 million or 8.1% higher than orders for the prior year same quarter of $12.3 million. Domestic orders are down 2.2% over the prior year same quarter while international orders are up 61.9%.

Gross profit for the three months ended March 31, 2007 was $3.5 million, or 25.5% of net sales, compared to $3.4 million, or 23.0% of net sales, for the three months ended March 31, 2006. The improvement in gross margins from the prior year period is the result of improved experience for employee benefits, principally medical benefits. Fringe benefits, including medical insurance were $0.2 million lower than in the prior year. Increases in material cost which began to occur during fiscal 2006 continue to negatively impact gross margins during fiscal 2007. Material cost during the third quarter was approximately 6.2% higher than in the third quarter of the prior year. Cost of sales for the three months ended March 31, 2007 also included $110,000 as a result of product development of a new carbon dioxide absorption product.
 
 
11

 

Selling, general and administrative expenses for the three months ended March 31, 2007 and 2006 were $3.0 million, as a result of offsetting increases and decreases. Selling, general and administrative cost increases for the current period include $180,000 for legal expenses offset by a decrease in salaries and benefits of approximately $120,000, decreases in audit expenses of $40,000, and decreases in insurance expense of $20,000 from the same quarter in the prior year. This decrease in salaries and benefits is primarily due to a decrease in performance related payments resulting from lower sales over the same quarter of the prior year, as well as some employee turnover, rather than to changes in staffing levels from the prior year.

Income from operations for the three months ended March 31, 2007 and 2006 was $0.4 million. Interest income was $25,844 for the three months ended March 31, 2007 compared to interest income of $9,311 for the three months ended March 31, 2006. Allied had income before provision for income taxes in the third quarter of fiscal 2007 of $0.5 million, compared to income before provision for income taxes in the third quarter of fiscal 2006 of $0.4 million. The Company recorded a tax provision of $0.2 million for the three months ended March 31, 2007 and 2006.

Net income for the third quarter of fiscal 2007 was $0.3 million or $0.04 per basic and $0.03 per diluted share compared to net income for the third quarter of fiscal 2006 was $0.2 million or $0.03 per basic and diluted share. The weighted average number of common shares outstanding, used in the calculation of basic earnings per share for the third quarters of fiscal 2007 and 2006 were 7,883,577 and 7,849,910 shares respectively. The weighted average number of common shares outstanding used in the calculation of diluted earnings per share for the third quarters of fiscal 2007 and fiscal 2006 were 8,077,696 and 8,068,817 shares, respectively.

Nine Months ended March 31, 2007 compared to nine months ended March 31, 2006.

Allied had net sales of $42.5 million for the nine months ended March 31, 2007, down $0.6 million, or 1.4%, from net sales of $43.1 million in the prior year same period. The overall sales decrease is primarily due to the timing of customer purchase order releases. While orders were up slightly, customer purchase order releases were $0.8 million lower than in fiscal 2006. Purchase order release times depend on the scheduling practices of individual customers.

  Sales for the nine months ended March 31, 2007 include $348,750 for the recognition into income of payments resulting from the agreement with Abbott Laboratories to cease the production and distribution of Baralyme®. Sales for the nine months ended March 31, 2007 also include $450,000 as a result of product development activities to pursue development of a new carbon dioxide absorption product. The agreement with Abbott provides for Abbott to pay Allied up to $2,150,000 in product development cost to pursue development of a new carbon dioxide absorption product for use in connection with inhalation anesthetics that does not contain potassium hydroxide and does not produce a significant exothermic reaction with currently available inhalation agents.


 
12

 

The Company ceased the sale of Baralyme® on August 27 th , 2004. Sales for the nine months ended March 31, 2006 include $348,750 for the recognition into income of payments resulting from the agreement with Abbott Laboratories to cease the production and distribution of Baralyme®. Sales for the nine months ended March 31, 2006 also include $271,000 as a result of product development activities to pursue development of a new carbon dioxide absorption product. Income from the agreement will continue to be recognized over eight years, the term of the agreement, at $38,750 per month. Allied continues to sell Carbolime®, a carbon dioxide absorbent with a different formulation than Baralyme®.

Domestic sales were down 1.6% from the same period of the prior year, while international business, which represented 18.1% of the first nine months of sales, was down 0.7%. Orders for the Company’s products for the nine months ended March 31, 2007 of $40.4 million were $0.5 million or 1.3% higher than orders for the prior year same period of $39.9 million. International orders are up 9.6% over the prior year same period while domestic orders are down 0.8%.

Gross profit for the nine months ended March 31, 2007 was $10.5 million, or 24.7% of net sales, compared to $11.0 million, or 25.5% of net sales, for the nine months ended March 31, 2006. The reduction in gross margins from the prior year period is the result of increases in material cost which began to occur during fiscal 2006 and continue to negatively impact gross margins during fiscal 2007. This increase in material cost over the prior year negatively impacted gross profit by approximately $1.0 million during the nine months ended March 31, 2007. Cost of sales for the nine months ended March 31, 2007 also included $450,000 as a result of product development of a new carbon dioxide absorption product.

Selling, general and administrative expenses for the nine months ended March 31, 2007 were $9.3 million compared to $9.2 million for the nine months ended March 31, 2006. As explained below, the net increase of $0.1 million or 1.1% is attributable primarily to increases of $240,000 offset by decreases of $140,000. Increased costs include increases of approximately $110,000 in research and development expense relating to a new product line; approximately $90,000 in increased legal expenses and $40,000 in relocation costs. Those increases were partially offset by a $70,000 decrease in the provision for doubtful accounts and by a decrease in salaries and benefits of approximately $70,000 from the same period prior year. The decrease in salaries and benefits were primarily due to a decrease in performance related payments resulting from lower sales compared to the same period of prior year, as well as some employee turnover, rather than to changes in staffing levels from the prior year.

Income from operations was $1.2 million for the nine months ended March 31, 2007 compared to $1.8 million for the nine months ended March 31, 2006. Interest income was $82,071 for the nine months ended March 31, 2007 compared to interest income of $35,986 for the nine months ended March 31, 2006. Allied had income before provision for income taxes for the first nine months of fiscal 2007 of $1.3 million, compared to income before provision for income taxes for the first nine months of fiscal 2006 of $1.8 million. The Company recorded a tax provision of $0.5 million for the nine-month period ended March 31, 2007, versus a tax provision of $0.7 million for the nine-month period ended March 31, 2006.

 
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In fiscal 2007, the net income for the first nine months was $0.8 million or $0.10 per basic and diluted share compared to net income of $1.0 million or $0.13 per basic and diluted share for the first nine months of fiscal 2006. The weighted average number of common shares outstanding, used in the calculation of basic earnings per share for the first nine months of fiscal 2007 and 2006 were 7,873,460 and 7,837,132 shares, respectively. The weighted average number of common shares outstanding used in the calculation of diluted earnings per share for the first nine months of fiscal 2007 and fiscal 2006 were 8,071,832 and 8,057,166 shares, respectively.

LIQUIDITY AND CAPITAL RESOURCES

The Company believes that available resources and anticipated cash flows from operations are sufficient to meet operating requirements in the coming year.

The Company’s working capital was $15.7 million at March 31, 2007 compared to $14.6 million at June 30, 2006. Inventory increased by $1.3 million as a result of an effort by the Company to increase inventory levels of key items to improve customer service levels. Other current assets increased $0.1 million as a result of an increase in prepaid insurance and accrued liabilities decreased $0.4 million. At March 31, 2007, these increases in working capital were offset by an increase in accounts payable of $0.2 million and accounts receivable decreased $0.6 million to $6.8 million at March 31, 2007. Accounts receivable as measured in days sales outstanding (“DSO”) decreased to 43 DSO at March 31, 2007 from 46 DSO at June 30, 2006.

On August 25, 2005, the Board of Directors authorized repurchases of shares of the Company’s common stock pursuant to open market transactions in accordance with Rule 10b-18 under the Securities Exchange Act or in privately negotiated block transactions. The authorization permits repurchases from time to time until June 30, 2007 at the discretion of the Chairman of the Board or the President and Chief Executive Officer. The authorization permits up to $1.0 million to be applied to such repurchases. No specific numbers of shares are sought in connection with the authorization. The Company received the consent of the Bank for this authorized repurchase. As of March 31, 2007 no shares have been repurchased under this arrangement.

On September 1, 2005, the Bank and the Company agreed to an amendment of the credit facility. In conjunction with the amendment to the Company’s credit facility, the Bank extended the maturity on the Company’s revolving credit facility from April 24, 2007 to September 1, 2008. Based on the Company’s current level of debt, and performance, debt would bear interest at the Bank’s prime rate. The prime rate was 8.25% on March 31, 2007. The interest rate on prime rate loans may increase from prime to prime plus 0.75% if the ratio of the Company’s funded debt to EBITDA exceeds 2.5. The amended credit facility also provides the Company with a rate of LIBOR plus 1.75%, at the Company’s option. The optional LIBOR rate may increase from LIBOR plus 1.75% to LIBOR plus 2.75% based on the Company’s fixed charge coverage ratio. The 90-day LIBOR rate was 5.35% at March 31, 2007.

 
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At March 31, 2007 the Company had no aggregate indebtedness, including capital lease obligations, short-term debt and long term debt.

The Company was in compliance with all of the financial covenants associated with its credit facility at March 31, 2007.

In the event that economic conditions were to severely worsen for a protracted period of time, we believe that our borrowing capacity under our credit facilities will provide sufficient financial flexibility. The Company would have options available to ensure liquidity in addition to increased borrowing. Capital expenditures, which are budgeted at $0.8 million for the fiscal year ended June 30, 2007, could be postponed. At March 31, 2007, the Company had no bank debt. Based on the Company’s current level of debt, and performance, debt would bear interest at the Bank’s prime rate. The Company’s agreement with the Bank does include provisions for higher interest rates at higher debt levels and different levels of Company performance.

During the nine months of fiscal 2007 increases in raw material cost, particularly copper, have continued to negatively impact Company earnings. Copper is a major component of brass, which is used in many Allied products. These increases have resulted in third quarter material cost being approximately 6.2% higher than in the third quarter of the prior year.

Litigation and Contingencies

The Company becomes, from time to time, a party to personal injury litigation arising out of incidents involving the use of its products. The Company believes that any potential judgments resulting from these claims over its self-insured retention will be covered by the Company’s product liability insurance.

Recent Accounting Pronouncements

In June 2006, the FASB issued FIN No. 48, “Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109” , which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, “Accounting for Income Taxes.” The interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN No. 48 requires recognition of tax benefits that satisfy a greater than 50% probability threshold. FIN No. 48 also provides guidance on derecognition, classification, interest and penalties, accounting in the interim periods, disclosures, and transition. FIN No. 48 is effective for us beginning July 1, 2007. We are currently assessing the potential impact that adoption of FIN No. 48 will have on our financial statements.


 
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In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”, which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 does not require any new fair value measurements, but provides guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. This statement is effective for us beginning July 1, 2008. We are currently assessing the potential impact that adoption of SFAS No. 157 will have on our financial statements.

Item 3. Quantitative and Qualitative Disclosure about Market Risk

At March, 31, 2007, the Company did not have any debt outstanding. The revolving credit facility bears an interest rate using the commercial bank’s “floating reference rate” or LIBOR as the basis, as defined in the loan agreement, and therefore is subject to additional expense should there be an increase in market interest rates.

The Company had no holdings of derivative financial or commodity instruments at March 31, 2007. Allied Healthcare Products has international sales; however these sales are denominated in U.S. dollars, mitigating foreign exchange rate fluctuation risk.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

(a) As of March 31, 2007, the Company, under the supervision, and with the participation, of its management, including its principal executive officer and principal financial officer, performed an evaluation of the Company’s disclosure controls and procedures, as contemplated by Securities Exchange Act Rule 13a-15. Based on that evaluation, the Company’s principal executive officer and principal financial officer concluded that such disclosure controls and procedures were effective as of March 31, 2007.
 
(b) There has been no change in our internal controls over financial reporting during the quarter ended March 31, 2007, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 
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Part II.   OTHER INFORMATION

Item 6.   Exhibits

(a) Exhibits:
 
10.1 Employment Agreement executed March 16, 2007 between Registrant and Earl Refsland (filed herewith)

10.2 Form of Agreement (change of control) between Registrant and executive officers other than Earl Refsland (filed herewith)

31.1 Certification of Chief Executive Officer (filed herewith)

31.2 Certification of Chief Financial Officer (filed herewith)

32.1 Sarbanes-Oxley Certification of Chief Executive Officer (furnished herewith)*

32.2 Sarbanes-Oxley Certification of Chief Financial Officer (furnished herewith)*

99.1 Press Release dated May 2, 2007 announcing third quarter earnings*

*Notwithstanding any incorporation of this Quarterly Report on Form 10-Q in any other filing by the Registrant, Exhibits furnished herewith and designated with an asterisk (*) shall not be deemed incorporated by reference to any other filing under the Securities Act of 1933 or the Securities Exchange Act of 1934 unless specifically otherwise set forth therein.


SIGNATURE

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 thereunto duly authorized.

 
ALLIED HEALTHCARE PRODUCTS, INC.
   
   
 
/s/ Daniel C. Dunn
 
Daniel C. Dunn
 
Chief Financial Officer
   
 
Date: May 2, 2007

 
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Exhibit 10.1
EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into effective as of the 1st day of March, 2007, by and between EARL REFSLAND a resident of Missouri ("Executive") and ALLIED HEALTHCARE PRODUCTS, INC., a Delaware corporation, for itself and on behalf of any of its current or future subsidiary corporations (collectively referred to in this Agreement as the "Company").

WITNESSETH:

WHEREAS, the Company is engaged in the business of designing, manufacturing and distributing a variety of respiratory products used in the health care industry in a wide range of hospital and alternate site settings, including, but not limited to, sub-acute care facilities, home health care and emergency medical care (the "Business");

WHEREAS, the Executive has been employed by the Company as the Company's President and Chief Executive officer; and

WHEREAS, the Company and the Executive desire that such employment relationship continue in accordance with the provisions of this Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises, covenants, and agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, the Company and Executive agree as follows:

1.   Term . The term of Executive's employment with the Company shall continue from the effective date of this Agreement, March 1, 2007, (hereinafter the "Effective Date"), and will terminate three (3) years thereafter, subject to renewal at that time for successive one year terms unless either party shall have notified the other in writing not less than thirty (30) days prior to the then current expiration date of this Agreement of such party's determination not to renew this Agreement (hereinafter the “Term”).

2.   Duties of Executive . During the Term, Executive shall serve as the Chief Executive Officer and President of the Company, and shall have, subject to the directives of the Board of Directors of the Company (the "Board"), supervision and control over, and responsibility for, the general management and operation of the Company, and shall have such other powers and duties as may from time to time be prescribed by the Board. Executive shall devote his full working time and best efforts, skill and attention to the Business and interests of the Company. Executive shall follow and act in accordance with all policies established by the Company from time to time. During the Term, Executive shall not actively engage in or be involved in any business activities other than on behalf of the Company unless prior written consent is provided by the Board; provided , however , Executive may continue to serve on the boards of directors of other companies, provided such position does not involve active management, may serve as a director of other organizations with the prior consent of the Company, such consent not to be unreasonably withheld, and may engage in such charitable endeavors and/or other passive ownership activities, provided such activities do not, whether individually or in the aggregate, materially interfere with Executive's duties hereunder. In addition, during the Term, the Company agrees to use reasonable efforts to cause Executive to be nominated to the Board and to remain on the Board.


 
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3.   Compensation . As consideration for the services rendered by Executive pursuant to this Agreement, the Company agrees to pay to Executive an initial salary at the rate of Three Hundred Fifty-Five Thousand Dollars ($355,000) for the first year of the Term ("Annual Salary"), which amount shall be payable in accordance with the Company's normal payroll practices in effect from time to time. Executive's annual salary for the remainder of the Term will be determined at the sole discretion of the Board, but in no event will Executive's annual salary be reduced below the initial annual salary amount stated herein. All payments of compensation will be subject to normal employee withholding and all other applicable tax deductions.

4.   Fringe Benefits . During the Term, Executive may participate in the fringe benefit programs that may generally be made available by the Company to management level employees of the Company from time to time (collectively, "Fringe Benefits"). Executive's participation in the Fringe Benefits offered by the Company shall be in accordance with the participation guidelines that the Company may establish from time to time and may require a financial contribution by Executive. In the event of the death of the Executive during the Term of this Agreement, the Company agrees to notify his heirs or representative of any rights he may have under this Agreement, any employee benefits under employee benefits sponsored by the Company to the extent applicable to a deceased employee, and with regard to stock options or restricted shares applicable to Executive.

5.   Other Compensation .

(a)   Incentive Compensation . Commencing on and after the first anniversary of the Effective Date, Executive shall be entitled to receive, in addition to his Annual Salary, such incentive compensation payments as the Board, in its sole discretion, may determine appropriate or necessary and such stock options, restricted shares or other benefits as the Board shall determine.

(b)   Perquisites . The Company agrees that: (i) during the Term, the Company shall furnish to the Executive an automobile of a type mutually acceptable to the Company and the Executive and the Company shall pay all of the expenses for gasoline, insurance, maintenance and repairs for such automobile, and (ii) at such time, and for so long as, the Board, in its discretion, determines necessary or appropriate, the Company will pay the monthly assessment and/or other monthly charges of the Executive for his existing membership in Algonquin Golf Club.

(c)   Vacations . During the Term, the Executive shall be entitled to not less than four (4) weeks of compensated vacation for each year of employment.

6.   Expenses . The Company agrees to directly pay or reimburse Executive for necessary and reasonable travel, entertainment and other business expenses actually incurred by Executive in connection with Executive's duties hereunder and approved by the Company pursuant to the Company's existing practices. The Company shall reimburse Executive for such approved business expenses within a reasonable time after submission by Executive of true and correct supporting documentation as may be required by the Company. Without limiting the foregoing, the Company will pay as its own expense for any professional services reasonably incurred and related to the Executive’s obligations under the Sarbanes-Oxley Act of 2002 and such regulations and rules promulgated thereunder; provided, however, that such expenses shall be incurred only with the consent of the Company and using counsel or other professional advisors approved by the Company, which consent and approval shall not be unreasonably withheld.


 
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7.   Confidentiality . Executive acknowledges and agrees that:

(a)   Executive has created and will continue to create, has and will continue to have access to, and has received and will continue to receive information, documents, and materials of a confidential and proprietary nature to the Company and which may contain trade secrets of the Company or the Company's customers, including, without limitation, designs, drawings, formulas, plans, financial information, processes, methods, customer lists, prospective customers and other prospects, business plans and other information (collectively, "Confidential Information"), which would not have been or be disclosed to Executive except for Executive's employment with the Company.

(b)   Executive hereby acknowledges and agrees that Confidential Information is an asset of the Company, is of a confidential nature and is not generally known to the public, and, in order to protect and preserve the goodwill of the Company, must be kept strictly confidential and used only in the conduct of the Company's business from time to time.

(c)   Executive hereby agrees that during his lifetime he will not disclose or reveal in any manner whatsoever any of the Confidential Information to any third party, except in the course of and during Executive's employment with the Company or as required by law, including without limitation, pursuant to an order of the Court or other body having jurisdiction over the matter or lawful process or subpoena. Executive shall not use any of the Confidential Information in any manner for his own benefit or for the benefit of any other person or entity.

(d)   Executive will promptly return to the Company all written or recorded Confidential Information, including all copies and reproductions thereof in Executive's possession or under Executive's control, upon the earlier of the Company's request or upon the termination of Executive's employment with the Company. At such time, Executive shall also give the Company all notes, summaries and analyses prepared by Executive which relate to or include Confidential Information.

(e)   The Executive has no obligation, express or implied, to refrain from using or disclosing to others any knowledge or information (i) which is or hereafter shall become available to the public otherwise than by disclosure by the Executive in breach of this Agreement, (ii) was available to the Executive on a nonconfidential basis prior to it disclosure to the Executive through his status as an officer of the Company, or (iii) was available or becomes available to the Executive on a nonconfidential basis from a third party (other than the Company) who is not bound by any confidentiality obligation to the Company.


 
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8.   Survival of Confidentiality Provisions . Executive acknowledges and agrees that the provisions of paragraph 7 herein will survive the termination of Executive's employment hereunder and will continue in full force and effect during and throughout Executive's lifetime.

9.   Covenants Against Competition and Solicitation . Executive covenants and agrees that, at all times while he is employed by the Company hereunder and for a period of two (2) years after the effective date of the termination of Executive's employment (whether or not such occurs after the Term of this Agreement), he will not, directly or indirectly, in association or in combination with any other person or entity, as an officer, director or shareholder of a corporation, as a member or manager of a limited liability company, or as an employee, agent, independent contractor, consultant, advisor, joint venturer, partner or otherwise, whether or not for pecuniary benefit, whether or not alone or in association with any person or entity:

(a)   Carry on, be engaged in, concerned or take part in, or render services, advise or lend money to any person or entity engaged in the Business currently engaged in by the Company or any business in which the Company may engage while Executive is employed by the Company hereunder; provided , however , and notwithstanding the foregoing, after the Executive is no longer employed with the Company, Executive may carry on, be engaged in, concerned or take part in, or render services, advise or lend money to any person or entity engaged in the business of manufacturing respiratory products which do not compete, directly or indirectly, in any manner with any product or service of the Company which, individually or in the aggregate, generated gross revenues to the Company in excess of Five Hundred Thousand Dollars ($500,000) annually as of the effective date of Executive's termination of employment with the Company.

(b)   Engage in or own, in whole or in part, manage, provide financing to, operate or otherwise carry on the business of designing, manufacturing and distributing respiratory products used in the health care industry and which, individually or in the aggregate, generated annual gross revenues to the Company in excess of Five Hundred Thousand Dollars ($500,000) annually, except: (i) in the course of Executive's performance of his duties during his employment and then only for the benefit of the Company; and (ii) as a holder of less than 1% of the stock of any corporation whose securities are traded on a national securities exchange.

(c)   Solicit, assist the solicitation of, or encourage any employee or independent contractor of the Company to terminate or otherwise modify that person's or entity's employment with or retention by the Company for the purpose of encouraging that person or entity to become employed or retained by any other person or entity unrelated to the Company.

(d)   Solicit, assist the solicitation of, or encourage any person or entity who was a material customer of the Company within the one (1) year period immediately preceding the date as of which Executive's employment is terminated hereunder, to: (i) provide the same or similar services as provided by the Company in material competition with the Company; (ii) modify in any material manner that person's or entity's business relationship with the Company; or (iii) materially modify the terms or reduce the volume of business which that person or entity transacts with the Company.


 
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(e)   The geographic scope of the covenants contained in subparagraphs (a) and (b) above shall extend to any state, county, municipality or other locality within or without the United States wherein the Company sold or actively attempted to sell products which, individually or in the aggregate, generated annual gross revenues to the Company in excess of Five Hundred Thousand Dollars ($500,000) annually.

(f)   If Executive terminates his employment with the Company for Good Reason (other than and excluding on account of a Change of Control), and irrevocably and unconditionally waives, in writing, his right to the payment and other benefits on account of termination of employment for Good Reason as set forth in this Agreement, then the covenants contained in this Section 9 shall terminate.

10.   Discoveries and Inventions . Executive agrees that all developments, discoveries and inventions relating to the Company's Business (collectively referred to as the "Inventions") which Executive conceives or makes while employed by the Company shall be the exclusive property of the Company whether the Company, in its sole discretion, decides to pursue or not to pursue a patent, copyright, trademark, service mark or other registered embodiment of any kind of any country for such Invention. Whenever requested by the Company, whether during or subsequent to Executive's employment with the Company, Executive shall execute patent applications and other instruments considered necessary by the Company to apply for and obtain patents of the United States and foreign countries covering any such developments, discoveries or inventions. Executive agrees to assign, and does hereby assign to the Company, all title, interest and rights, including intellectual property rights, in and to any and all Inventions, and Executive agrees to assign to the Company any patents or patent applications arising from any such Inventions, and agrees to execute and deliver all such assignments, patents, patent applications and other documents as the Company may direct. Executive agrees to cooperate fully with the Company, both during and after Executive's employment with the Company is terminated, to enable the Company to secure and maintain rights in any such Inventions in any and all countries. Without limiting the foregoing, Executive hereby acknowledges that all works of authorship or invention which relate in any manner to the Company's Business which are developed or written during the term of Executive's employment with the Company are "works made for hire". Accordingly, Executive agrees to assign, and does hereby assign to the Company, any and all copyright rights and all other rights and all material prepared by Executive during the term of Executive's employment which relate to the Business of the Company.

11.   Employer's Remedy . Executive acknowledges and agrees that the covenants set forth in paragraphs 7, 8, 9 and 10 are necessary to protect the Company's legitimate business interests, including, without limitation, the Company's strong interest in the Confidential Information and Inventions and the Company's strong interest in maintaining an undisrupted work place. Executive acknowledges and agrees that the covenants are reasonable in scope, area, and duration, particularly in light of Executive's responsibilities and the international scope of the Company's business. Executive acknowledges that the services to be rendered by him in accordance with the provisions of this Agreement are of a special and unique character, and that the restrictions and obligations on his activities as contained in paragraphs 7, 8, 9 and 10 are reasonable and are required for the Company's protection. Executive hereby agrees that if he violates any of the provisions contained in paragraphs 7, 8, 9 and 10, the Company may seek from the arbitrator damages, at law or in equity; provided, however, that the Company may seek injunctive relief and seek to enjoin Executive from engaging in any activity in violation of this Agreement and without regard to the provisions of Paragraph 13 of this Agreement. For purposes of an action seeking such injunctive relief, Executive hereby irrevocably submits to the jurisdiction of the Circuit Court of the County of St. Louis, Missouri. All rights and remedies of the Company hereunder, at law or in equity, are cumulative in nature and will in no way be, or be deemed to be, the exclusive rights and remedies of the Company. If any court finds that the restrictions set forth in paragraphs 7, 8, 9 and 10 are unreasonable, this Agreement will be interpreted to include the restrictions contained herein to the extent such restrictions are permissible under law, giving effect to the intent of the parties that the restrictions contained herein shall be effective to the fullest extent possible.


 
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12.   Termination of Employment .

(a)   Termination By Company without Cause . The Company shall have the right to terminate Executive's employment hereunder without Cause (as defined below) upon providing Executive with written notice thereof. Any such termination of employment shall be effective on the date specified in such notice, or if no date is specified, then upon receipt by Executive of such notice. In the event of any such termination of employment, (i) the Company shall continue to pay to Executive, for the period (the "Continuation Period") beginning on the effective date of such termination of employment and ending two (2) years after the effective date of such termination of employment an amount per month equal to one-twelfth of Executive's then Annual Salary during the Continuation Period in accordance with the provisions of Section 3 hereof; (ii) throughout the Continuation Period, Executive shall be entitled to continued participation under all Fringe Benefit programs in which he participates in accordance with the terms thereof to the extent such participation is allowed pursuant to the terms thereof and applicable law with no increase in any amounts payable by the Company with respect thereto as a result of Executive no longer being employed by the Company, or if Executive is not allowed continued participation pursuant to the terms thereof and applicable law, then under another reasonably equivalent plan providing for the same or similar coverage but with no increase in any amounts payable by the Company with respect thereto as a result of Executive no longer being employed by the Company; (iii) the Company shall pay to Executive his unpaid Annual Salary, if any, earned prior to the effective date of the termination of Executive's employment in accordance with the Company's normal policies for same; (iv) the Company shall pay to Executive any incentive compensation payments to which Executive is entitled as of the effective date of the termination of Executive's employment in accordance with the Company's normal policies for same; and (v) the Company shall pay to Executive any business expenses remaining unpaid on the effective date of the termination of Executive's employment for which Executive is entitled to be reimbursed under Section 6 of this Agreement; provided , however , that without limiting any other remedy available hereunder, such payments shall immediately terminate upon a breach or violation by Executive of the provisions of Sections 7, 8, 9 or 10 hereof and, in such event, the Company shall be entitled, in addition to any other remedies it may have, to reimbursement from Executive of the amount paid by the Company to Executive during the Continuation Period pursuant to subparagraph (i) above. Notwithstanding anything in this Agreement to the contrary, if the Company terminates the Executive without cause within 30 days after a Change in Control, the Executive will be entitled to be paid his salary for two (2) years as provided for in Subparagraph 12(a)(i) above.


 
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(b)   Termination by Company for Cause . The Company may terminate this Agreement for Cause (as defined below) upon providing Executive with written notice thereof. Any such termination of employment shall be effective on the date specified in such notice, or if no date is specified, then upon receipt by Executive of such notice. In the event of such termination of employment, the Company shall pay to Executive (i) his unpaid Annual Salary through the effective date of such termination of employment, and (ii) any business expenses remaining unpaid on the effective date of such termination of employment for which Executive is entitled to be reimbursed under Section 6 of this Agreement.

(c)   Death or Disability . Executive's employment with the Company shall terminate upon the death or Disability (as hereinafter defined), of Executive. Such termination of employment shall be effective as of the date of Executive's death, or in the event of Executive's Disability, upon the Company's giving Executive 30 days written notice thereof. In the event of such termination of employment due to death or Disability, Executive (or his estate or other designated beneficiary upon his death) shall be entitled to receive: (i) his Annual Salary and accrued expense reimbursements earned or accrued through the effective date of the termination of Executive's employment, (ii) any incentive compensation payments to which Executive is entitled as of the effective date of the termination of Executive's employment; and (iii) such payments, if any, as may be provided for pursuant to all Fringe Benefit programs in which Executive is participating as of the effective date of the termination of Executive's employment. All such Annual Salary, incentive compensation and/or Fringe Benefit payments payable upon termination of Executive's employment as aforesaid shall be paid at or following the date of such termination of employment in accordance with the Company's normal policies.

(d)   Termination by Executive for Good Reason . Executive shall have the right to terminate his employment hereunder for Good Reason (as defined below), if (A) Executive shall have given the Company prior written notice of the reason therefor and (B) a period of thirty (30) days following receipt by the Company of such notice shall have lapsed and, except for the occurrence of a Change of Control (as hereinafter defined), the matters which constitute or give rise to such "Good Reason" shall not have been cured or eliminated by the Company; provided , however if such matters are of a nature that the same cannot be cured or eliminated within such thirty (30) day period, such period shall be extended for so long as the Company shall be endeavoring in good faith to cure or eliminate such matters, provided , further , however , that for the first such failure during each calendar year during the Term, the Company shall have thirty (30) days after receipt of written notice of such failure to cure such failure, and thereafter during that calendar year no such notice and cure period shall be given. In the event the Company shall not take such actions within such period, Executive may send another notice to the Company electing to terminate his employment hereunder and, in such event, Employee's employment hereunder shall terminate and the effective date of such termination of employment shall be the third business day after the Company shall have received such notice. In the event of any such termination of employment, Executive shall be entitled to receive the same payments and benefits, subject to the same conditions and limitations, as provided in Section 12(a) hereof.


 
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(e)   Termination by Executive without Good Reason . Executive shall have the right to terminate his employment hereunder without Good Reason by giving the Company thirty (30) days prior written notice to that effect. Such termination of employment shall be effective on the date specified in such notice. In addition, the Executive shall be deemed to have terminated this Agreement without Good Reason if the Executive provides notices to the Company that he does not wish to extend the Term of this Agreement in the absence on an event which otherwise constitutes Good Reason. In the event of such termination of employment, then the Company shall pay to Executive: (i) his unpaid Annual Salary through the effective date of such termination of employment, and (ii) any business expenses remaining unpaid on the effective date of such termination of employment for which Executive is entitled to be reimbursed under Section 6 of this Agreement.

(f)   Expiration of the Term . Upon the termination of Executive's employment at the Expiration Date, Executive shall be entitled to receive: (i) his Annual Salary and accrued expense reimbursements earned or accrued through the effective date of such termination of Executive's employment, (ii) any incentive compensation payments to which Executive is entitled as of the effective date of such termination of Executive's employment; and (iii) such payments as may be provided for pursuant to all Fringe Benefit programs in which Executive is participating as of the effective date of the termination of Executive's employment. All such Annual Salary, incentive compensation and/or Fringe Benefit payments payable upon termination of Executive's employment as aforesaid shall be paid at or following the date of such termination of employment in accordance with the Company's normal policies.

(g)   Definitions :

(i)   "Cause" shall mean: (A) theft, embezzlement, fraud or misappropriation of funds of the Company; (B) conviction of a felony or other crime involving moral turpitude; (C) chemical or alcohol dependency which adversely affects performance of Executive's duties; (D) failure to substantially perform (other than as a result of physical or mental illness) the duties required under Section 2 hereof in any material manner; (E) a material breach or violation by Executive of Sections 7, 8, 9 or 10 hereof; (F) the Company is convicted of any criminal felony liability due to actions taken or failed to be taken by Executive without the consent of the Company; and (G) failure of Executive (other than as a result of physical or mental illness) to devote substantially all of his working time to the performance of his duties required hereunder.

(ii)   “Change of Control” for this Agreement and any other Agreement (including the Incentive Stock Plan) involving Executive means:

(A) the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") other than Clayton Management Company (or any other Person or entity controlled by or under common control with John D. Weil or by a trustee or personal representative designated by said John D. Weil in the event of the death or disability of John D. Weil) of ownership of more than fifty percent (50%) of the outstanding common stock of the Company (as beneficial ownership is determined under Section 13(d) of the Securities Exchange Act);


 
8

 

(B) a merger or consolidation of the Company with another Person (regardless of whether the Company or another entity is the surviving or resulting entity of such merger or consolidation) other than a merger or consolidation in which immediately upon giving effect to such merger or consolidation, the Persons who were holders of the common stock of the Company immediately prior thereto continue to be the direct or indirect holders of at least sixty percent (60%)   of the surviving or resulting entity; or

(C)   a sale of all or substantially all the assets and operations of the Company to a Person.

A transaction pursuant to which the Company ceases to be required to file periodic or interim reports under the Securities Exchange Act of 1934 shall not constitute a “Change of Control” unless accompanied by a transaction in the form of (A), (B) or (C) above.

(iii)   "Disability" shall mean that, as a result of Executive's incapacity due to physical or mental illness (as determined by a physician mutually acceptable to the Company and Executive), Executive shall have been absent from, or does not perform, his duties as described hereunder on a substantially full-time basis for 75 days during any consecutive 150 day period during the Term, and within ten (10) days after the Company notifies Executive in writing that it intends to replace him, shall not have returned to the performance of such duties on a full-time basis.

(iv) "Good Reason" shall mean the occurrence of any of the following: (A) a material breach by the Company in the performance of its obligations hereunder and the Company's failure to cure said breach within thirty (30) days after receipt of written notice of such breach; provided, however if such matters are of a nature that the same cannot be cured or eliminated within such thirty (30) day period, such period shall be extended for so long as the Company shall be endeavoring in good faith to cure or eliminate such matters, provided, further, however, that for the first such failure during each calendar year during the Term, the Company shall have thirty (30) days after receipt of written notice of such failure to cure such failure, and thereafter during that calendar year no such notice and cure period shall be given; or (B) the occurrence of a Change of Control provided Executive elects, within one hundred thirty five (135) days after the effective date of such Change of Control, to terminate his employment hereunder; said election to be evidenced by written notice of same from Executive to the Company within said one hundred thirty five (135) day period; (C) the Company requests Executive to relocate to an office outside the St. Louis metropolitan area; (D) an assignment to the Executive of any duties which are not appropriate for someone in the position of President and Chief Executive Officer or the Executive’s duties, responsibilities, status, titles or authority with the Company hereunder are materially diminished; (E) the Executive is required to report, directly or indirectly, to persons other than the Board or any other person shall be appointed to a position, or granted or allowed to assume duties, responsibilities, status, titles or authority, equal to or superior to the Executive’s (provided that a non-executive Chairman of the Board shall not be deemed to be such other person); (F) there is any failure to nominate or elect the Executive as President and Chief Executive Officer of the Company and as a member of the Board (and the Executive Committee thereof, if such committee exists); (G) the Executive is removed from any of the positions he holds pursuant hereto, except in connection with the termination of the Executive for Cause; (H) the Company fails to assign this Agreement to a successor to the Company, or a successor to the Company fails to expressly assume and agree to be bound by this Agreement in writing; or (I) the Company provides notices to the Executive that it does not wish to extend the Term of this Agreement.


 
9

 

13.   Arbitration of Disputes . The Executive and the Company shall resolve any claim, controversy or dispute whether concerning, arising out of, or relating to this Agreement, the employment relationship between the parties or alleging the violation of either a statutory or common law duty or both, by arbitration, except for the remedy at law or in equity as provided for in paragraph 11 herein which the Company may determine to be enforced by any court having applicable jurisdiction. Executive or the Company shall invoke this right to arbitrate any such claim, controversy or dispute only after first attempting to resolve it through the exhaustion of any Executive problem solving policy that the Company may establish from time to time without obtaining a satisfactory result. The Missouri Uniform Arbitration Act in effect when any arbitration occurs shall govern the procedures of any arbitration between the parties. Any arbitration held in accordance with this paragraph shall take place in St. Louis, Missouri, and shall be conducted by a single arbitrator.

The arbitrator may award full reimbursement to the prevailing party for out-of-pocket expenses and losses, including, without limitation, reasonable attorneys' fees, costs, and expenses arising from the preparation and arbitration of the dispute. "Prevailing party" within the meaning of this section includes, without limitation, a party who (i) agrees to dismiss an action upon the other party's payment of all or a substantial portion of the sums allegedly due or the other party's substantial performance of the covenants allegedly breached, or (ii) who obtains substantially the relief sought by it.

14.   Prior Agreements . Executive represents and warrants to the Company that Executive is not presently a party to any agreement containing a non-competition provision or other restriction with respect to: (a) the nature of any services or business that Executive is entitled to perform or conduct for the Company, or (b) the disclosure or use of any information which directly or indirectly relates to the nature or business of the Company or the services to be rendered by Executive to the Company. Executive further certifies that he has not disclosed or used, and will not disclose or use during his employment with the Company, any confidential information that he acquired as a result of any previous employment or under a contractual obligation of confidentiality before Executive's employment by the Company.

15 .   Notice . Any notice, agreement, or other communication provided for in this Agreement shall be given in writing and will be considered effectively given the day of delivery if sent via an overnight delivery service, the actual time of receipt of a facsimile transmission, or on the third day after mailing is sent by registered or certified mail, postage prepaid return receipt requested and addressed to the parties as follows:

 
10

 


If to the Company:
with a copy (which shall not
constitute notice) to:
   
Allied Healthcare Products, Inc.
1720 Sublette Avenue
St. Louis, Missouri 63110
Attn: Chairman of the Board
Fax: (314) 771-1241
Joseph D. Lehrer, Esq.
Greensfelder, Hemker & Gale, P.C.
2000 Equitable Building
10 South Broadway
St. Louis, Missouri 63102
Fax: (314) 241-8624
   
If to Executive:
with a copy (which shall not
constitute notice to:
   
Earl Refsland
7 Algonquin Woods
Glendale, Missouri 63122
James F. Bennett
Dowd Bennett LLP
7733 Forsyth Blvd.
Suite 1410
St. Louis, Missouri 63105
Fax: (314) 863-2111
 
or to another person or address as the Company or Executive may designate.

16.   Governing Law . This Agreement will be governed by, and construed and interpreted according to, the laws and decisions of the State of Missouri without regard to the choice of law provisions thereof.

17.   Counterparts; Facsimile Signatures . This Agreement may be executed by the parties hereto on any number of separate counterparts, and all such counterparts so executed constitute one agreement binding on all the parties hereto notwithstanding that all the parties hereto are not signatories to the same counterpart. This Agreement and any other document to be executed in connection herewith may be delivered by facsimile and documents delivered in such manner shall be binding as though an original thereof had been delivered.

18.   Entire Agreement . This Agreement, and any agreements or documents referred to herein or executed contemporaneously herewith, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral. There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, collateral, statutory or otherwise relating to the subject matter hereof except as herein provided. Without limiting the foregoing, the Prior Employment Agreement is expressly superseded by this Agreement and is of no further force or effect. Nothing in this Agreement, however, shall prevent or limit the executive’s continuing or future participation in any bonus, incentive, equity, insurance, pension, retirement, profit sharing, savings, health, dental, disability, welfare, fringe, or other benefit plan, policy, practice or arrangement of the Company or any of its subsidiaries or other Affiliates, nor shall anything herein limit or reduce such rights as the Executive may have under any other agreement with the Company or any of it subsidiaries or other Affiliates. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or arrangement of the Company or any of its subsidiaries or other Affiliates shall be payable in accordance with such plan, policy, practice or arrangement except as expressly modified by this Agreement.


 
11

 

19.   Assignability and Enforceability. This Agreement shall inure to the benefit of the Company and its successors and assigns. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company to expressly assume and agree in writing to perform the Company’s obligations hereunder in the same manner and to the same extent that the Company would be required to perform them if no such succession had taken place, and shall deliver to the Executive a copy of any document(s) embodying such assumption. As used in this Agreement, “the Company” shall mean both Allied Healthcare Products, Inc. and any such successor that assumes this Agreement, by operation of law or otherwise. This Agreement and all rights of the Executive hereunder shall inure to the benefit of all be enforceable by the Executive’s personal legal representatives, executors, administrators, successors, heirs, distributes, devisees and legatees.

20.   Severability . If any provision contained in this Agreement is held to be invalid or unenforceable, that provision will be severed from this Agreement and that invalidity or unenforceability will not affect any other provision of this Agreement, the balance of which will remain in and have its intended full force and affect; provided, however, if any invalid or unenforceable provision may be modified so as to be valid and enforceable as a matter of law, that provision will be deemed to have been modified to the extent necessary so as to be valid and enforceable to the maximum extent permitted by law.

21.   Non-Waiver . Failure to enforce any of the provisions of this Agreement at any time shall not be interpreted to be a waiver of such provision or to affect either the validity of this Agreement or the right of either party thereafter to enforce each and every provision of this Agreement.

22.   Attorneys' Fees . If either party hereto brings any action to enforce his or its rights hereunder, the prevailing party in any such action shall be entitled to recover his or its reasonable attorneys' fees and costs incurred in connection with such action.

 
12

 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.

THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.


ALLIED HEALTHCARE PRODUCTS, INC.
EXECUTIVE
By:
_________________________
__________________________
Name:
_________________________
Earl Refsland
Title
_________________________
 
 
 
13

 

 
 
Exhibit 10.2
 

AGREEMENT

This Agreement is made and entered this ____ day of ____________, 200_, by and between _________________ (“Executive”) and Allied Healthcare Products, Inc.

WHEREAS, Executive is employed by the Company in a senior management position reporting directly to the Company’s chief executive officer and the Company desires to assure the continued services of Executive prior to and in the event of any “Change of Control” of the Company, as hereinafter defined,

NOW THEREFORE, Executive and Company agree as follows:

In the event that there shall occur a “Change of Control” of the Company, and in the further event that within one year following the date of such Change of Control Executive shall:

(a) resign his employment and position with the Company following

(i) any notification of Executive by the Company or its successor that Executive will be required to relocate his office to a location more than thirty (30) miles from its present location, or

(ii) Executive being subjected to, or requested by the Company or its successor to agree to, any material adverse changes in the scope, duties and responsibilities and authority which is part of Executive’s current position or any reduction in title or compensation (it being agreed, however, that circumstances which result in the Company no longer being required to file periodic reports under the Securities Exchange Act of 1934 shall not be deemed to constitute a material adverse change in the scope, duties and responsibility or authority of Executive), or

(iii) Executive being subjected to a material and adverse diminution of access to the chief executive officer of the Company or its successor, or to a working environment which renders it impossible for him to perform his duties and responsibility to the best of his ability, or

(b) be involuntarily terminated as an officer and employee by the Company or its successor other than for reasons of gross or willful misconduct (with the term gross or willful misconduct understood to include any arrest or indictment by competent authority based on the alleged commission of a felony and also including any material nonfeasance of Executive’s duties and responsibilities as the same existed prior to the date of the Change of Control),

then upon such resignation or termination Executive shall be entitled, in addition to any other severance or rights due him under any other agreement, contract, plan or provision (whether applicable to Executive individually or to the Company’s employees generally), to receive from the Company:

 
1

 

(a) a lump sum payment equal to one year’s base salary payable within 30 days following such resignation or termination and payable net of withholding for income and other federal and state taxes due thereon; plus

(b) reimbursement for Executive’s cost of continued group health insurance (either as an employee of the Company or pursuant to “COBRA” elections arising from the termination of employment) for a period ending one year following such termination;

(c) to be provided with career transitioning services at a cost not to exceed $10,000 utilizing an outplacement or counseling service chosen by Executive and reasonably acceptable to the Company or its successor.

The entitlement to the payments stipulated and agreed herein will not be diminished or offset by any compensation received by Executive from any other source but shall be in lieu of any other severance benefits to which Executive would otherwise be entitled. Executive agrees that the other provisions of any confidentiality, non-disclosure or non-competition agreement with the Company shall continue in force in accordance with their respective terms.

For purposes of the foregoing, a “Change of Control” shall mean

(a)   the acquisition by a person other than Clayton Management Company (or any other person or entity controlled by or under common control with John D. Weil or by a trustee or personal representative designated by said John D. Weil) of beneficial ownership of more than fifty percent (50%) of the outstanding common stock of the Company (as beneficial ownership is determined under Section 13(d) of the Securities Exchange Act ; or

(b)   a merger or consolidation with another company or entity (regardless of whether the Company of another entity is the surviving or resulting entity of such merger or consolidation) other than a merger or consolidation in which immediately upon giving effect to such merger or consolidation, the persons who were holders of the common stock of the Company immediately prior thereto continue to be the holders of at least sixty percent (60%)   of the surviving or resulting entity; or

(c)   a sale of all or substantially all the assets and operations of the Company to a successor entity.

A transaction pursuant to which the Company ceases to be required to file periodic or interim reports under the Securities Exchange Act of 1934 shall not constitute a “Change of Control” unless accompanied by a transaction in the form of (a), (b) or (c) above.

Anything to the contrary herein notwithstanding, Executive understands and acknowledges that this Agreement does not constitute a contract of employment and does not guarantee employment for any period of time.


 
2

 

IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above.

 
Allied Healthcare Products, Inc.
____________________________
 
Executive
 
 
By:_______________________
 
Earl Refsland, President

 
3

 
 

Exhibit 31.1

CERTIFICATION

I, EARL R. REFSLAND, certify that:

1. I have reviewed the quarterly report on Form 10-Q of ALLIED HEALTHCARE PRODUCTS, INC.

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) omitted as not yet applicable;
 
c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.


Date: May 2, 2007
 
/s/ EARL R. REFSLAND
 
Earl. R. Refsland
 
President & Chief Executive Officer

 
1

 
 

Exhibit 31.2
CERTIFICATION

I, DANIEL C. DUNN, certify that:

1. I have reviewed the quarterly report on Form 10-Q of ALLIED HEALTHCARE PRODUCTS, INC.

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) omitted as not yet applicable;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.

Date: May 2, 2007
 
/s/ DANIEL C. DUNN
 
Daniel C. Dunn
 
Vice President, Chief Financial Officer & Secretary

 
2

 
 

Exhibit 32.1

CERTIFICATION Pursuant to 18 U.S.C. § 1350

The undersigned officer of ALLIED HEALTHCARE PRODUCTS, INC. (the "Company"), hereby certifies, to such officer's knowledge, that the Company's Quarterly Report on Form 10-Q for the Company’s fiscal quarter ended March 31, 2007 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 
/s/ EARL R. REFSLAND
 
Earl. R. Refsland
 
President & Chief Executive Officer
May 2, 2007
 
 
3

 
 

Exhibit 32.2

CERTIFICATION Pursuant to 18 U.S.C. § 1350

The undersigned officer of ALLIED HEALTHCARE PRODUCTS, INC. (the "Company"), hereby certifies, to such officer's knowledge, that the Company's Quarterly Report on Form 10-Q for the Company’s fiscal quarter ended March 31, 2007 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 
/s/ DANIEL C. DUNN
 
Daniel C. Dunn
 
Vice President, Chief Financial Officer & Secretary
May 2, 2007

 
4

 
 

Exhibit 99.1
 
  LOGO

Contact:   Daniel C. Dunn
Chief Financial Officer
314/771-2400



Allied Healthcare Improves Third Quarter Net Income



ST. LOUIS, May 2, 2007 - Allied Healthcare Products, Inc. (NASDAQ: AHPI) reported that its net income increased about 17.8 percent to $278,000, or 4 cents per share, versus $236,000, or 3 cents per share, in its third quarter last year.
 
Net income for the first three quarters of fiscal 2007 declined 24.3 percent to $772,000, or 10 cents per share, from $1.02 million, or 13 cents per share, for the first three quarters of the prior year.
 
Sales for the third quarter were about $1 million lower than the prior year. However, lower sales were offset by increased margins.
 
Sales for the first three quarters decreased $628,000, to $42.5 million for this year versus $43.1 million the previous year. International sales orders increased more than $700,000 to almost $8.2 million for the current nine month period, led by gains in Europe and South America. Domestic sales orders for the three quarters declined slightly.
 
Negotiations with suppliers began to help offset increases in material costs in Allied’s third quarter, according to Earl Refsland, president and chief executive officer. Price increases on selected products also helped the company restore margins eroded by higher material costs in the last year. Pricing adjustments and supplier negotiations will continue, Refsland said.
 

 
5

 

The company reported that it has cash and equivalents at the end of the period of $2.7 million compared to $1.1 million at the end of the third quarter in the prior year.
 
Allied Healthcare Products, Inc., is a leading manufacturer of respiratory care products, medical gas equipment and emergency medical products used in a wide range of hospital and alternate care settings.


“SAFE HARBOR” STATEMENT: Statements contained in this release that are not historical facts or information are “forward-looking statements.” Words such as “believe,” “expect,” “intend,” “will,” “should,” and other expressions that indicate future events and trends identify such forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause the outcome and future results of operations and financial condition to be materially different than stated or anticipated based on the forward-looking statements. Such risks and uncertainties include both general economic risks and uncertainties, risks and uncertainties affecting the demand for and economic factors affecting the delivery of health care services, and specific matters which relate directly to the Company’s operations and properties as discussed in its periodic filings with the Securities and Exchange Commission. The Company cautions that any forward-looking statement contained in this report reflects only the belief of the Company or its management at the time the statement was made. Although the Company believes such forward-looking statements are based upon reasonable assumptions, such assumptions may ultimately prove inaccurate or incomplete. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement was made.



##

 
6

 

ALLIED HEALTHCARE PRODUCTS, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)

   
Three months ended,
 
Nine months ended,
 
   
March 31,
 
March 31,
 
   
2007
 
2006
 
2007
 
2006
 
                   
Net sales
 
$
13,703,784
 
$
14,756,600
 
$
42,455,176
 
$
43,082,670
 
Cost of sales
   
10,251,494
   
11,352,190
   
31,966,606
   
32,130,802
 
                           
Gross profit
   
3,452,290
   
3,404,410
   
10,488,570
   
10,951,868
 
                           
Selling General and administrative expenses
   
3,003,928
   
2,992,446
   
9,286,343
   
9,194,558
 
                           
Income from operations
   
448,362
   
411,964
   
1,202,227
   
1,757,310
 
                           
Interest income
   
(25,844
)
 
(9,311
)
 
(82,071
)
 
(35,986
)
Other, net
   
9,328
   
8,861
   
(34,551
)
 
28,854
 
     
(16,516
)
 
(450
)
 
(116,622
)
 
(7,132
)
                           
Income before provision
                         
for income taxes
   
464,878
   
412,414
   
1,318,849
   
1,764,442
 
                           
Provision for income taxes
   
187,198
   
176,257
   
546,381
   
745,190
 
Net income
 
$
277,680
 
$
236,157
 
$
772,468
 
$
1,019,252
 
                           
                           
Net income per share - Basic
 
$
0.04
 
$
0.03
 
$
0.10
 
$
0.13
 
                           
Net income per share - Diluted
 
$
0.03
 
$
0.03
 
$
0.10
 
$
0.13
 
                           
Weighted average common shares
                         
Outstanding - Basic
   
7,883,577
   
7,849,910
   
7,873,460
   
7,837,132
 
                           
Weighted average common shares
                         
Outstanding - Diluted
   
8,077,696
   
8,068,817
   
8,071,832
   
8,057,166
 

 
7

 

ALLIED HEALTHCARE PRODUCTS, INC.
CONSOLIDATED BALANCE SHEET
(UNAUDITED)

   
March 31, 2007
 
June 30, 2006
 
ASSETS
             
Current assets:
             
Cash and cash equivalents
 
$
2,714,275
 
$
2,696,324
 
Accounts receivable, net of allowances
             
   of $415,000 and $430,000, respectively
   
6,781,064
   
7,429,355
 
Inventories, net
   
12,786,333
   
11,491,305
 
Other current assets
   
369,753
   
224,853
 
      Total current assets
   
22,651,425
   
21,841,837
 
Property, plant and equipment, net
   
10,805,016
   
11,252,934
 
Goodwill
   
15,979,830
   
15,979,830
 
Other assets, net
   
251,911
   
255,845
 
      Total assets
 
$
49,688,182
 
$
49,330,446
 
               
LIABILITIES AND STOCKHOLDERS' EQUITY
             
Current liabilities:
             
Accounts payable
 
$
3,394,054
 
$
3,208,699
 
Deferred income taxes
   
670,705
   
689,942
 
Deferred revenue
   
465,000
   
465,000
 
Other accrued liabilities
   
2,437,638
   
2,834,495
 
      Total current liabilities
   
6,967,397
   
7,198,136
 
               
Deferred revenue
   
1,123,750
   
1,472,500
 
               
Commitments and contingencies
             
               
Stockholders' equity:
             
Preferred stock; $0.01 par value; 1,500,000 shares
             
   authorized; no shares issued and outstanding
   
-
   
-
 
Series A preferred stock; $0.01 par value; 200,000 shares
             
   authorized; no shares issued and outstanding
   
-
   
-
 
Common stock; $0.01 par value; 30,000,000 shares
             
   authorized; 10,187,069 shares issued at March 31, 2007
             
   and 10,155,569 shares issued at June 30, 2006; 7,883,577
             
   outstanding at March 31, 2007 and 7,852,077
             
   shares outstanding June 30, 2006, respectively
   
101,871
   
101,556
 
Additional paid-in capital
   
47,422,624
   
47,258,182
 
Retained earnings
   
14,803,968
   
14,031,500
 
Less treasury stock, at cost; 2,303,492 shares at
             
    March 31, 2007 and June 30, 2006, respectively
   
(20,731,428
)
 
(20,731,428
)
      Total stockholders' equity
   
41,597,035
   
40,659,810
 
      Total liabilities and stockholders' equity
 
$
49,688,182
 
$
49,330,446
 

 
8