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 September 30, 2006
[ ] 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 [ ]
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 [ ] Accelerated filer [ ] 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 [ ] No [X]
The number of shares of common stock outstanding at November 1, 2006 is
7,874,577 shares.
INDEX
Page
Number
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Part I - Financial Information
Item 1. Financial Statements
Consolidated Statement of Operations - three months ended
September 30, 2006 and 2005 (Unaudited) 3
Consolidated Balance Sheet - September 30, 2006
(Unaudited) and June 30, 2006 4 - 5
Consolidated Statement of Cash Flows - Three months ended
September 30, 2006 and 2005 (Unaudited) 6
Notes to Consolidated Financial Statements 7 - 10
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 11 - 14
Item 3. Quantitative and Qualitative Disclosure about Market Risk 14
Item 4. Controls and Procedures 14
Part II - Other Information
Item 6. Exhibits 15
Signature 16
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
September 30,
-------------------------
2006 2005
----------- -----------
Net sales $14,477,442 $14,986,280
Cost of sales 10,957,890 11,011,763
----------- -----------
Gross profit 3,519,552 3,974,517
Selling, general and administrative expenses 3,190,997 3,169,959
----------- -----------
Income from operations 328,555 804,558
Interest income (28,169) (7,957)
Other expense, net 9,302 11,069
----------- -----------
(18,867) 3,112
----------- -----------
Income before provision for income taxes 347,422 801,446
Provision for income taxes 145,788 335,605
----------- -----------
Net income $ 201,634 $ 465,841
=========== ===========
Basic and diluted earnings per share $ 0.03 $ 0.06
=========== ===========
Weighted average shares outstanding - basic 7,859,903 7,829,577
----------- -----------
Weighted average shares outstanding - diluted 8,065,153 8,061,758
----------- -----------
See accompanying Notes to Consolidated Financial Statements.
3
ALLIED HEALTHCARE PRODUCTS, INC.
CONSOLIDATED BALANCE SHEET
ASSETS
(Unaudited)
September 30, June 30,
2006 2006
------------- -----------
Current assets:
Cash and cash equivalents $ 2,418,227 $ 2,696,324
Accounts receivable, net of allowances of $430,000 7,586,497 7,429,355
Inventories, net 11,944,922 11,491,305
Other current assets 660,555 224,853
----------- -----------
Total current assets 22,610,201 21,841,837
----------- -----------
Property, plant and equipment, net 11,063,163 11,252,934
Goodwill 15,979,830 15,979,830
Other assets, net 254,534 255,845
----------- -----------
Total assets $49,907,728 $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)
September 30, June 30,
2006 2006
------------- ------------
Current liabilities:
Accounts payable $ 3,670,235 $ 3,208,699
Deferred income taxes 687,056 689,942
Deferred revenue 465,000 465,000
Other accrued liabilities 2,778,569 2,834,495
------------ ------------
Total current liabilities 7,600,860 7,198,136
------------ ------------
Deferred revenue 1,356,250 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; 10,178,069 shares issued at September 30, 2006
and 10,155,569 shares issued at June 30, 2006: 7,874,577
shares outstanding at September 30, 2006 and 7,852,077
shares outstanding June 30, 2006, respectively 101,781 101,556
Additional paid-in capital 47,347,131 47,258,182
Retained earnings 14,233,134 14,031,500
Less treasury stock, at cost; 2,303,492 shares at
September 30, 2006 and June 30, 2006, respectively (20,731,428) (20,731,428)
------------ ------------
Total stockholders' equity 40,950,618 40,659,810
------------ ------------
Total liabilities and stockholders' equity $ 49,907,728 $ 49,330,446
============ ============
See accompanying Notes to Consolidated Financial Statements.
5
ALLIED HEALTHCARE PRODUCTS, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
Three months ended
September 30,
-----------------------
2006 2005
---------- ----------
Cash flows from operating activities:
Net income $ 201,634 $ 465,841
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Depreciation and amortization 300,420 288,462
Stock based compensation 14,364 18,552
Provision for doubtful accounts and sales
returns and allowances (8,462) 62,728
Deferred tax benefit (2,886) (7,607)
Changes in operating assets and liabilities:
Short-term investments -- (651,277)
Accounts receivable (148,680) (864,243)
Inventories (453,617) (119,820)
Other current assets (435,702) (392,422)
Accounts payable 461,536 1,249,250
Deferred revenue (116,250) (116,250)
Other accrued liabilities (55,926) 309,555
---------- ----------
Net cash provided by (used in) operating activities (243,569) 242,769
---------- ----------
Cash flows from investing activities:
Capital expenditures (109,338) (198,968)
---------- ----------
Net cash used in investing activities (109,338) (198,968)
---------- ----------
Cash flows from financing activities:
Stock options exercised 54,450 --
Excess tax benefit from exercise of stock options 20,360 --
---------- ----------
Net cash provided by financing activities 74,810 --
---------- ----------
Net increase (decrease) in cash and cash equivalents (278,097) 43,801
Cash and cash equivalents at beginning of period 2,696,324 317,775
---------- ----------
Cash and cash equivalents at end of period $2,418,227 $ 361,576
========== ==========
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.
2. Significant Accounting Policies
Stock Options
A summary of option activity under the plans for the three months ended
September 30, 2006 is as follows:
Weighted
Average
Weighted Remaining Aggregate
Average Contractual Intrinsic
Shares Exercise Price Term (years) Value
------- -------------- ------------ ----------
Balance, June 30, 2006 741,750 $2.66
Options Granted 30,000 5.18
Options Exercised (22,500) 2.42
Options Forfeited (7,500) 2.42
Options Expired (7,000) 6.75
------- -----
Balance, September 30, 2006 734,750 $2.73 3.7 $1,919,605
Exercisable, September 30, 2006 663,500 $2.47 3.1 $1,913,980
On December 14, 2005, options for an aggregate of 5,500 shares were granted
as formula options under the 2005 Directors' Plan at $5.63 per share, however
such options are void unless the 2005 Directors' Plan is approved by
shareholders at or before the 2006 Annual Meeting of Shareholders. Such options
are not reflected in the foregoing table and for accounting purposes are not
deemed granted prior to receipt of such shareholder approval.
7
The fair value of options granted is estimated on the date of grant using
the Black-Scholes option-pricing model. For options granted during the three
months ended September 30, 2006 and 2005, the weighted average assumptions
utilized in the Black-Scholes option-pricing model are as follows:
Three Months Three Months
Ended September 30, Ended September 30,
2006 2005
------------------- -------------------
Weighted avarage fair value $2.50 $3.20
Volatility 41% 51%
Expected life (in years) 6.25 years 10 years
Risk-free interest rate 4.8% 4.2%
Dividend yield 0% 0%
Share-based compensation expense included in the statement of operations
for the three months ended September 30, 2006 and 2005 was approximately $14,000
and $19,000 respectively. As of September 30, 2006, the total unrecognized
shared-based compensation cost related to unvested stock options amounts to
approximately $183,000. The cost is expected to be recognized over the next four
years.
For the three months ended September 30, 2006, 22,500 stock options were
exercised with an intrinsic value of $58,050. Cash received from stock options
exercised was $54,450 with a tax benefit of $20,360. No stock options were
exercised for the three months ended September 30, 2005.
3. Inventories
Inventories are comprised as follows:
September 30, 2006 June 30, 2006
------------------ -------------
Work-in progress $ 1,081,959 $ 715,643
Raw materials and component parts 8,683,743 8,820,622
Finished goods 3,326,078 3,123,435
Reserve for obsolete and excess inventory (1,146,858) (1,168,395)
----------- -----------
$11,944,922 $11,491,305
=========== ===========
8
4. 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 September 30, 2006 and 2005 was
7,859,903 and 7,829,577 respectively. The number of diluted shares outstanding
for the three months ended September 30, 2006 and 2005 was 8,065,153 and
8,061,758 respectively.
5. 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.
6. 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 September 30, 2006. 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
5.37% at September 30, 2006.
At September 30, 2006 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 September 30, 2006.
7. Stock Repurchase Arrangement
9
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 September 30, 2006 no shares have
been repurchased under this arrangement.
8. Baralyme(R) 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:
Three Months ended
September 30,
-----------------------
2006 2005
---------- ----------
Beginning balance $1,937,500 $1,472,500
Payment Received from
Abbott Laboratories -- --
Revenue recognized
as net sales (116,250) (116,250)
---------- ----------
1,821,250 1,356,250
---------- ----------
Less - Current portion
of deferred revenue (465,000) (465,000)
---------- ----------
$1,356,250 $ 891,250
========== ==========
In addition to the provisions of the agreement relating to the withdrawal
of the Baralyme(R) 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 September 30, 2006;
$363,000 has been received, and $57,000 is receivable, as a result of product
development activities. For the three months ended September 30, 2006; $149,512
has been included in Net Sales and $149,512 has been included in Cost of Sales.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 2006 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 2005.
Allied had net sales of $14.5 million for the three months ended September
30, 2006, down $0.5 million, or 3.3%, from net sales of $15.0 million in the
prior year same quarter. The overall sales decrease is primarily due to
production delays as a result of component shortages for products with higher
than normal demand and the timing of customer purchase order releases. These
delays reduced shipments by approximately $0.4 million for the quarter. Customer
purchase order releases were $0.7 million lower than in fiscal 2006 further
contributing to the decrease in sales for the quarter. Purchase order release
times depend on the scheduling practices of individual customers.
Sales for the three months ended September 30, 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(R). Sales for
the three months ended September 30, 2006 also include $149,512 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.
The Company ceased the sale of Baralyme(R) on August 27th, 2004. Sales for
the three months ended September 30, 2005 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(R). Sales for the three months
ended September 30, 2005 also include $74,000 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(R), a carbon dioxide absorbent with a different formulation than
Baralyme(R).
Domestic sales were down 3.5% from the prior year, while international
business, which represented 15.4% of first quarter sales, was down 2.7%. Orders
for the Company's products for the three months ended September 30, 2006 of
$13.8 million were $0.2 million or 1.4% lower than orders for the prior year
same quarter of $14.0 million. Domestic orders are up 2.4% over the prior year
period while international orders have declined by 17.4%. The Company believes
that the slight decrease in
11
orders, primarily for international construction products, is a result of order
timing, and is not reflective of a loss of market share. International orders
and shipments are dependent on hospital construction projects and the expansion
of medical care in those regions.
Gross profit for the three months ended September 30, 2006 was $3.5
million, or 24.1% of net sales, compared to $4.0 million, or 26.7% of net sales,
for the three months ended September 30, 2005. The reduction in gross margins
from the prior year period is primarily due to an increase in material cost
which occurred during fiscal 2006 and continues to negatively impact gross
margins. Material cost during the first quarter was 8.3% higher than in the
first quarter of the prior year. The majority of this increase occurred during
the fiscal year ended June 30, 2006. Cost of sales for the three months ended
September 30, 2006 also included $149,512 as a result of product development of
a new carbon dioxide absorption product.
Selling, general and administrative expenses for the three months ended
September 30, 2006 and 2005 were $3.2 million. Salaries and benefits increased
by $29,000 from the prior year as a result of scheduled increases. There have
not been changes to staffing levels from the prior year. Also, relocation and
recruiting expenses increased by approximately $0.1 million over the same
quarter of the prior year due to the employment searches resulting from employee
turnover. These increases were offset by decreases in other spending including
$49,000 in legal fees, $40,000 in insurance cost, and $41,000 in bad debt
expense.
Income from operations was $0.3 million for the three months ended
September 30, 2006 compared to $0.8 million for the three months ended September
30, 2005. Interest income was $28,169 for the three months ended September 30,
2006 compared to interest income of $7,957 for the three months ended September
30, 2005. Allied had income before provision for income taxes in the first
quarter of fiscal 2007 of $0.3 million, compared to income before provision for
income taxes in the first quarter of fiscal 2006 of $0.8 million. The Company
recorded a tax provision of $0.1 million for the three-month period ended
September 30, 2006, versus a tax provision of $0.3 million for the three-month
period ended September 30, 2005.
In fiscal 2007, the net income for the first quarter was $0.2 million or
$0.03 per basic and diluted share compared to net income of $0.5 million or
$0.06 per basic and diluted share for the first quarter of fiscal 2006. The
weighted average number of common shares outstanding, used in the calculation of
basic earnings per share for the first quarters of fiscal 2007 and 2006 were
7,859,903 and 7,829,577 shares respectively. The weighted average number of
common shares outstanding used in the calculation of diluted earnings per share
for the first quarters of fiscal 2007 and fiscal 2006 were 8,065,153 and
8,061,758 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.
12
The Company's working capital was $15.0 million at September 30, 2006
compared to $14.6 million at June 30, 2006. Inventory increased by $0.5 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 $0.4
million as a result of an increase in prepaid insurance. Accounts receivable
increased to $7.6 million at September 30, 2006, up $0.2 million from $7.4
million at June 30, 2006. Accounts receivable as measured in days sales
outstanding ("DSO") remained unchanged at 46 DSO. Accrued liabilities decreased
$0.1 million. At September 30, 2006, these increases in working capital were
offset by an increase in accounts payable of $0.5 million and a decrease in cash
and cash equivalents of $0.3 million.
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 September 30, 2006 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 September 30, 2006. 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
5.37% at September 30, 2006.
At September 30, 2006 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 September 30, 2006.
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 September 30, 2006, the
Company had no bank debt. Based on the Company's current
13
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.
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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
At September 30, 2006, 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 September 30, 2006. 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 September 30, 2006, 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 September 30, 2006.
(b) There has been no change in our internal controls over financial
reporting during the quarter ended September 30, 2006, that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.
14
Part II. OTHER INFORMATION
ITEM 6. EXHIBITS
(a) Exhibits:
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 November 9, 2006 announcing second 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.
15
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: November 7, 2006