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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year June 30, 2022
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from_________ to_________
Commission File Number 0-19266
ALLIED HEALTHCARE PRODUCTS, INC.
[Exact name of registrant as specified in its charter]
DELAWARE
25-1370721
(State or other jurisdiction of
(I.R.S. employer identification no.)
Incorporation or organization)
1720 Sublette Avenue
St. Louis, Missouri
63110
(Address of principal executive offices)
(zip code)
Registrant’s telephone number, including area code (314) 771-2400
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of each exchange
Title of each class
Trading Symbol
on which registered
Common Stock, $.01
AHPI
The NASDAQ Capital Market LLC
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No X
Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No X
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
12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes.X No
☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§
229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes. X No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth
company. See definitions of "large accelerated filer,” "accelerated filer,” "smaller reporting company,” and "emerging growth company” in Rule 12 b-2 of the Exchange Act.
Large accelerated filer ☐
Accelerated filer ☐
Non-accelerated filer X
Smaller reporting company X
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12 b-2). Yes ☐ No X
As of December 31, 2021, the last business day of the registrant’s most recently completed second fiscal quarter; the aggregate market value of the voting stock held by non-
affiliates of the Registrant was approximately $22,303,014.
As of September 14, 2022, there were 4,013,537 shares of common stock, $0.01 par value (the "Common Stock”), outstanding.
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2
DOCUMENTS INCORPORATED BY REFERENCE
Proxy Statement to be filed within 120 days after June 30,
2022 (portion) (Part III)
ALLIED HEALTHCARE PRODUCTS, INC.
INDEX TO FORM 10-K
Page
Part I
Item 1.
Business
3
Item 1A.
Risk Factors
9
Item 1B.
Unresolved Staff Comments
14
Item 2.
Properties
14
Item 3.
Legal Proceedings
14
Item 4.
Mine Safety Disclosures
15
Part II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
15
Item 6.
Selected Financial Data
16
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
16
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
26
Item 8.
Financial Statements and Supplementary Data
26
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
49
Item 9A.
Controls and Procedures
50
Item 9B.
Other Information
50
Part III
Item 10.
Directors, Executive Officers and Corporate Governance
50
Item 11.
Executive Compensation
51
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
51
Item 13.
Certain Relationships and Related Transactions, and Director Independence
51
Item 14.
Principal Accounting Fees and Services
51
Part IV
Item 15.
Exhibits and Financial Statement Schedules
51
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3
"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, impacts of the U.S.
Affordable Care Act, our recent history of net losses and negative cash flow, the COVID-19 pandemic, and other specific matters which relate directly to
the Company’s operations and properties as discussed in Items 1, 1A, 3 and 7 of Part I of this Report. The Company cautions that any forward-looking
statements contained in this report reflect 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. Readers should carefully review all disclosures we file from time to time with the Securities and Exchange Commission which are available on our
website at www.alliedhpi.com under "Financial/SEC Filings.”
PART I
Item 1. Business
General
Allied Healthcare Products, Inc. ("Allied”, the "Company”, "we”, or "us”) manufactures a variety of respiratory products used in the health care
industry in a wide range of hospital and alternate site settings, including sub-acute care facilities, home health care and emergency medical care. The
Company’s product lines include respiratory care products, medical gas equipment and emergency medical products.
The Company’s products are marketed under well-recognized and respected brand names to hospitals, hospital equipment dealers, hospital
construction contractors, home health care dealers, emergency medical products dealers and others. Allied’s product lines include:
Respiratory Care Products
●
respiratory care/anesthesia products
●
home respiratory care products
Medical Gas Equipment
●
medical gas system construction products
●
medical gas system regulation devices
●
disposable oxygen and specialty gas cylinders
●
portable suction equipment
Emergency Medical Products
●
respiratory/resuscitation products
●
trauma and patient handling products
The Company’s principal executive offices are located at 1720 Sublette Avenue, St. Louis, Missouri 63110, and its telephone number is (314) 771-
2400.
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4
Markets and Products
In fiscal 2022, respiratory care products, medical gas equipment and emergency medical products represented approximately 30%, 50% and 20%,
respectively, of the Company’s net sales. In comparison, in fiscal 2021, respiratory care products, medical gas equipment and emergency medical products
represented approximately 22%, 44%, and 34%, respectively, of the Company’s net sales. The Company operates in a single industry segment and its principal
products are described in the following table:
Principal
Product
Description
Brand Names
Primary Users
Respiratory Care Products
Respiratory Care/Anesthesia
Products
Large volume compressors; ventilator calibrators;
humidifiers and mist tents; and carbon dioxide
absorbent
Timeter®; Carbolime®; Litholyme®
Hospitals and sub-acute facilities
Home Respiratory Care Products
O2 cylinders; pressure regulators; nebulizers;
portable large volume compressors; portable suction
equipment and disposable respiratory products
Timeter®; B&F®; Schuco®
Patients at home
Medical Gas Equipment
Construction Products
In-wall medical gas system components; central
station pumps and compressors and headwalls
Chemetron®; Oxequip®
Hospitals and sub-acute facilities
Regulation Devices
Flowmeters; vacuum regulators; pressure regulators
and related products
Chemetron®; Oxequip®; Timeter®
Hospitals and sub-acute facilities
Disposable Cylinders
Disposable oxygen and gas cylinders
Lif-O-Gen®
First aid providers and specialty gas
distributors
Suction Equipment
Portable suction equipment and disposable suction
canisters
Gomco®; Allied; Schuco
Hospitals, sub-acute facilities and
homecare products
Emergency Medical Products
Respiratory/Resuscitation
Demand resuscitation valves; bag mask resuscitators;
emergency transport ventilators, oxygen regulators,
SurgeX - surge suppressing post valve, mass casualty
ventilation line, and the AHP300 Ventilator
LSP; Omni-Tech®; Allied
Emergency service providers
Trauma and Patient Handling
Products
Spine immobilization products; pneumatic anti-
shock garments, trauma burn kits and Xtra
backboards
LSP
Emergency service providers
Respiratory Care Products
Market. Respiratory care products are used in the treatment of acute and chronic respiratory disorders such as asthma, emphysema, bronchitis and
pneumonia. Respiratory care products are used in both hospitals and alternate care settings. Sales of respiratory care products are made through distribution
channels focusing on hospitals and other sub-acute facilities. Sales of home respiratory care products are made through durable medical equipment dealers
through telemarketing, and by contract sales with national chains.
Respiratory Care/Anesthesia Products. The Company manufactures and sells a broad range of products for use in respiratory care and anesthesia
delivery, including carbon dioxide absorbents. These products include large volume air compressors, calibration equipment, humidifiers, croup tents,
equipment dryers and a complete line of respiratory disposable products such as oxygen tubing, facemasks, cannulas and ventilator circuits.
Home Respiratory Care Products. Allied’s broad line of home respiratory care products include aluminum oxygen cylinders, oxygen regulators,
pneumatic nebulizers, portable suction equipment and a full line of respiratory disposable products.
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Medical Gas Equipment
Market. The market for medical gas equipment consists of hospitals, alternate care settings and surgery centers. The medical gas equipment group is
broken down into three separate categories: construction products, regulation devices and suction equipment, and disposable cylinders.
Construction Products. Allied’s medical gas system construction products consist of in-wall medical system components, central station pumps and
compressors, and headwalls. These products are typically installed during construction or renovation of a health care facility and are built in as an integral
part of the facility’s physical plant. Typically, the contractor for the facility’s construction or renovation purchases medical gas system components from
manufacturers and ensures that the design specifications of the health care facility are met.
Allied’s in-wall components, including outlets, manifolds, alarms, ceiling columns and zone valves, serve a fundamental role in medical gas delivery
systems.
Central station pumps and compressors are individually engineered systems consisting of compressors, reservoirs, valves and controls designed to
drive a hospital’s medical gas and suction systems. Each system is designed specifically for a given hospital or facility, which purchases pumps and
compressors from suppliers. The Company’s sales of pumps and compressors are driven, in large part, by its share of the in-wall components market.
The Company’s construction products are sold primarily to hospitals, alternate care settings and hospital construction contractors. The Company
believes that these products are installed in more than three thousand hospitals in the United States. The Company believes that most hospitals and sub-
acute care facility construction spending is for expansion or renovation of existing facilities. Many hospital systems and individual hospitals undertake major
renovations to upgrade their operations to improve the quality of care they provide, reduce costs and attract patients and personnel.
Regulation Devices and Suction Equipment. The Company’s medical gas system regulation products include flowmeters, vacuum regulators and
pressure regulators, as well as related adapters, fittings and hoses which measure, regulate, monitor and help transfer medical gases from walled piping or
equipment to patients in hospital rooms, operating theaters or intensive care areas.
Portable suction equipment is typically used when in-wall suction is not available or when medical protocol specifically requires portable suction.
The Company also manufactures disposable suction canisters, which are clear containers used to collect the fluids suctioned by in-wall or portable suction
systems. The containers have volume calibrations, which allow the medical practitioner to measure the volume of fluids suctioned.
The market for regulation devices and suction equipment includes hospital and sub-acute care facilities. Sales of these products are made through
the same distribution channel as our respiratory care products. The Company believes that it holds a significant share of the U.S. market in both regulation
devices and suction equipment.
Disposable Cylinders. Disposable oxygen cylinders are designed to provide oxygen for short periods of time in emergency situations. Since they are
not subjected to the same pressurization as standard containers, they are much lighter and less expensive than standard gas cylinders. The Company markets
filled disposable oxygen cylinders through industrial safety distributors and similar customers, principally to first aid providers, restaurants, industrial plants
and other customers that require oxygen for infrequent emergencies.
Emergency Medical Products
Market. Emergency medical products are used in the treatment of trauma-induced injuries. The Company’s emergency medical products provide
patient resuscitation or ventilation during cardiopulmonary resuscitation or respiratory distress as well as immobilization and treatment for burns. The
Company expects that additional countries will develop trauma care systems in the future, although no assurance can be given that such systems will develop
or that they will have a favorable impact on the Company. Sales of emergency medical products are made through specialized emergency medical products
distributors to ambulance companies, fire departments and emergency medical systems volunteer organizations.
The emergency medical products are broken down into two categories: respiratory/resuscitator products and trauma patient handling products.
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Respiratory/Resuscitation Products. The Company’s respiratory/resuscitation products include demand resuscitation valves, portable resuscitation
systems, bag masks and related products, emergency transport ventilators, precision oxygen regulators, minilators, multilators and humidifiers.
Demand resuscitation valves are designed to provide 100% oxygen to breathing or non-breathing patients. In an emergency situation they can be
used with a mask or tracheotomy tubes and operate from a standard regulated oxygen system. The Company’s portable resuscitation systems provide fast,
simple and effective means of ventilating a non-breathing patient during cardiopulmonary resuscitation and 100% oxygen to breathing patients on demand
with minimal inspiratory effort. The Company also markets a full line of disposable and reusable bag mask resuscitators, which are available in a variety of
adult and child-size configurations. Disposable mouth-to-mask resuscitation systems have the added advantage of reducing the risk of transmission of
communicable diseases.
The Company’s autovent transport ventilator can meet a variety of needs in different applications ranging from typical emergency medical situations
to more sophisticated air and ground transport. Each autovent is accompanied by a patient valve, which provides effective ventilation during
cardiopulmonary resuscitation or respiratory distress. When administration of oxygen is required at the scene of a disaster, in military field hospitals or in a
multiple-victim incident, Allied’s minilators and multilators are capable of providing oxygen to one or a large number of patients.
The Company’s transport and mass casualty ventilation line has been designed to meet the unique ventilation demands that affect everyday inter-
hospital and intra-hospital transport scenarios, and amplify exponentially during a mass casualty event or pandemic. Our ventilators for transport and mass
casualty are rugged, easy to operate, and capable of providing reliable ventilation even in unpredictable environments and conditions. Additionally, they are
affordable to purchase and require little periodic maintenance, minimizing the cost of ownership over time.
To complement the family of respiratory/resuscitation products, the Company offers a full line of oxygen product accessories. This line of accessory
products includes reusable aspirators, tru-fit masks, disposable cuffed masks and related accessories.
Trauma and Patient Handling Products. The Company’s trauma and patient handling products include spine immobilization products, pneumatic
anti-shock garments and trauma burn kits. Spine immobilization products include a backboard that is designed for safe immobilization of injury victims and
provides a durable and cost effective means of emergency patient transportation and extrication. The infant/pediatric immobilization board is durable and
scaled for children. The half back extractor/rescue vest is useful for both suspected cervical/spinal injuries and for mountain and air rescues. The Company’s
pneumatic anti-shock garments are used to treat victims experiencing hypovolemic shock. Allied’s trauma burn kits contain a comprehensive line of products
for the treatment of trauma and burns.
Sales and Marketing
Allied sells its products primarily to hospitals, hospital equipment dealers, hospital construction contractors, home health care dealers, emergency
medical products dealers and others. The Company maintains a sales force of 9 sales professionals, all of whom are full-time employees of the Company.
The sales force includes three domestic hospital, homecare and emergency specialists, three domestic construction specialists, and two international
sales representatives. One sales manager leads the sales groups.
The domestic hospital specialists are responsible for sales of all Allied products with the exception of construction products within their territory.
Sales of hospital products are accomplished through respiratory care/anesthesia distributors for the regulation devices, suction equipment, respiratory
care/anesthesia products and disposable cylinders. The domestic construction specialists are responsible for sales of all Allied construction products within
their territory. Emergency products are principally sold to ambulance companies, fire departments and emergency medical systems volunteer organizations
through specialized emergency medical products distributors.
Construction products are sold direct to hospital construction contractors and through distributors.
The Company’s international specialists sell all Allied products within their territory. Allied’s net sales to foreign markets totaled 24% of total net
sales in fiscal 2022, 33% in 2021 and 27% in 2020. International sales are made through a network of dealers, agents and U.S. exporters who distribute the
Company’s products throughout the world. Allied has market presence in Canada, Mexico, Central and South America, Europe, the Middle East and the Far
East.
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Manufacturing
Allied’s manufacturing processes include fabrication, electro-mechanical assembly operations, plastics manufacturing, and chemical processing with
automated packaging. A significant part of Allied’s manufacturing operations involves electro-mechanical assembly of proprietary products and the Company
is vertically integrated in most elements of metal machining and fabrication. Most of Allied’s hourly employees are involved in machining, metal fabrication,
plastics manufacturing and product assembly.
Allied manufactures small metal components from bar stock in a machine shop, which includes automatic screw machines, horizontal lathes and drill
presses and computer controlled machining centers. The Company makes larger metal components from sheet metal using computerized punch presses, brake
presses and shears. In its plastics manufacturing processes, the Company utilizes both extrusion and injection molding. In its chemical process, the Company
utilizes mixing, drying, and sizing equipment. The Company believes that its production facilities and equipment are in good condition and sufficient to meet
budgeted sales volume over the next few years, provided that the Company has sufficient labor and supply of raw materials and components. In fiscal 2022
the market for the skilled manufacturing employees critical to the Company’s production was extremely tight. The Company expects this tight labor market
condition to continue in fiscal 2023.
Research and Development
Allied Healthcare Products’ research and development group is responsible for the development of new products. This group is staffed with
mechanical and electrical engineers.
During fiscal year 2022 the research and development group supported production of our main product lines.
Government Regulation
The Company’s products and its manufacturing activities are subject to extensive and rigorous government regulation by federal and state
authorities in the United States and other countries. In the United States, medical devices for human use are subject to comprehensive review by the United
States Food and Drug Administration (the "FDA”). The Federal Food, Drug, and Cosmetic Act ("FDC Act”), and other federal statutes and regulations,
govern or influence the research, testing, manufacture, safety, labeling, storage, record keeping, approval, advertising and promotion of such products.
Noncompliance with applicable requirements can result in warning letters, fines, recall or seizure of products, injunction, refusal to permit products to be
imported into or exported out of the United States, refusal of the government to clear or approve marketing applications or to allow the Company to enter into
government supply contracts, or withdrawal of previously approved marketing applications and criminal prosecution.
The Company is required to file a premarket notification in the form of a premarket approval ("PMA”) with the FDA before it begins marketing a new
medical device that offers new technology that is currently not on the market. The Company also must file a premarket notification in the form of a 510(k) with
the FDA before it begins marketing a new medical device that utilizes existing technology for devices that are currently on the market. The 510(k) submission
process is also required when the Company makes a change or modifies an existing device in a manner that could significantly affect the device’s safety or
effectiveness.
Compliance with the regulatory approval process in order to market a new or modified medical device can be uncertain, lengthy and, in some cases,
expensive. There can be no assurance that necessary regulatory approvals will be obtained on a timely basis, or at all. Delays in receipt or failure to receive
such approvals, the loss of previously received approvals, or failure to comply with existing or future regulatory requirements could have a material adverse
effect on the Company’s business, financial condition and results of operations.
The Company manufactures and distributes a broad spectrum of respiratory therapy equipment, emergency medical equipment and medical gas
equipment. To date, all of the Company’s FDA clearances have been obtained through the 510(k) clearance process. These determinations are very fact
specific and the FDA has stated that, initially, the manufacturer is best qualified to make these determinations, which should be based on adequate supporting
data and documentation. The FDA, however, may disagree with a manufacturer’s determination not to file a 510(k) and require the submission of a new 510(k)
notification for the changed or modified device. Where the FDA believes that the change or modification raises significant new questions of safety or
effectiveness, the agency may require a manufacturer to cease distribution of the device pending clearance of a new 510(k) notification. Certain of the
Company’s medical devices have been changed or modified subsequent to 510(k) marketing clearance of the original device by the FDA. Certain of the
Company’s medical devices, which were first marketed prior to May 28, 1976, and therefore, grandfathered and exempt from the 510(k) notification process,
also have been subsequently changed or modified. The Company believes that these changes or modifications do not significantly affect the devices’ safety
or effectiveness or make a major change or modification in the devices’ intended uses and, accordingly, submission of new 510(k) notification to the FDA is
not required. There can be no assurance, however, that the FDA would agree with the Company’s determinations.
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In addition, commercial distribution in certain foreign countries is subject to additional regulatory requirements and receipt of approvals that vary
widely from country to country. The Company believes it is in compliance with regulatory requirements of the countries in which it sells its products.
The Medical Device Reporting regulation requires that the Company provide information to the FDA on deaths or serious injuries alleged to have
been associated with the use of its devices, as well as product malfunctions that would likely cause or contribute to death or serious injury if the malfunction
were to recur. The Medical Device Tracking regulation requires the Company to adopt a method of device tracking of certain devices, such as ventilators,
which are life-supporting or life-sustaining devices used outside of a device user facility, some of which are permanently implantable devices. The regulation
requires that the method adopted by the Company will ensure that the tracked device can be traced from the device manufacturer to the person for whom the
device is indicated (i.e., the patient). In addition, the FDA prohibits a company from promoting an approved device for unapproved applications and reviews a
company’s labeling for accuracy. Labeling and promotional activities also are in certain instances, subject to scrutiny by the Federal Trade Commission.
The Company’s medical device manufacturing facilities in St. Louis, MO and Stuyvesant Falls, NY are registered with the FDA. The Company has
received ISO 13485:2016 MDSAP certification, however it lapsed in fiscal year 2022. The Company has completed all the necessary audits and expect the
Certificate to be re-issued early in fiscal year 2023. The Company is subject to audit by the FDA, International Organization for Standardization ("ISO”), and
European auditors for compliance with the Good Manufacturing Practices ("GMP”), the ISO, and CMDCAS, regulations for medical devices. These
regulations require the Company to manufacture its products and maintain its products and documentation in a prescribed manner with respect to design,
manufacturing, testing and control activities. The Company also is subject to the registration and inspection requirements of state regulatory agencies.
There can be no assurance that any required FDA or other governmental approval will be granted, or, if granted, will not be withdrawn. Governmental
regulation may prevent or substantially delay the marketing of the Company’s proposed products and cause the Company to undertake costly procedures. In
addition, the extent of potentially adverse government regulation that might arise from future administrative action or legislation cannot be predicted. Any
failure to obtain, and maintain, such approvals could adversely affect the Company’s ability to market its products or proposed products.
Sales of medical devices outside the United States are subject to foreign regulatory requirements that vary widely from country to country. FDA
approval may be required under certain circumstances to export certain medical devices.
The Company is also subject to numerous federal, state and local laws relating to such matters as safe working conditions, manufacturing practices,
environmental protections, fire hazard control and disposal of hazardous or potentially hazardous substances.
Patents, Trademarks and Proprietary Technology
The company owns and maintains domestic and foreign patents on several products it believes are useful to the business and provided the
Company with an advantage over its competitors. The company continues to seek U.S. and foreign patents on the EPV200 and AHP300 ventilators.
Patents which will expire in the period of 2022 to 2036 in the aggregate are believed to be of material importance in the operation of Allied’s business.
Allied believes no single patent, except that related to Litholyme®, is material in relation to Allied’s future business as a whole. Although the expiration of an
individual patent may lead to increased competition, other factors such as a competitor’s need to obtain regulatory approvals prior to marketing a competitive
product and the nature of the market, may allow Allied to continue to have commercial advantages after the expiration of the patent.
The company owns and maintains U.S. trademarks for Allied Healthcare Products Inc., Chemetron®, Gomco®, Oxequip®, Lif-O-Gen®, Life Support
Products®, Timeter®, Vacutron® and Schuco®, its principle trademarks. Registrations for these trademarks are also owned and maintained in countries where
such products are sold and such registrations are considered necessary to preserve the Company’s proprietary rights therein.
Environmental and Safety Regulation
The Company is subject to federal, state and local environmental laws and regulations that impose limitations on the discharge of pollutants into the
environment and establish standards for the treatment, storage and disposal of toxic and hazardous wastes. The Company is also subject to the Federal
Occupational Safety and Health Act and similar state statutes. From time to time, the Company has been involved in environmental proceedings involving
cleanup of hazardous waste. See Part I, Item 3. "Legal Proceedings” for a discussion of the Company’s remediation obligations at its Stuyvesant Falls facility.
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Competition
The Company has different competitors within each of its product lines. Many of the Company’s principal competitors are larger than the Company
and have greater financial and other resources. The Company competes primarily on the basis of price, quality and service. The Company believes that it is
well positioned with respect to product cost, brand recognition, product reliability, and customer service to compete effectively in each of its markets.
Employees
At June 30, 2022, the Company had approximately 146 full-time employees. Approximately 82 employees in the Company’s principal manufacturing
facility located in St. Louis, Missouri, are covered by a collective bargaining agreement that will expire on July 31, 2024.
Information about our Executive Officers
This section provides information regarding the executive officers of the Company who are appointed by and serve at the pleasure of the Board of
Directors:
Name
Age
Position
Joseph F. Ondrus
65
Director, President and Chief Executive Officer (1)
Daniel C. Dunn
62
Vice President of Finance, Chief Financial Officer, Secretary & Treasurer (2)
Kevin D. Kroupa
63
Vice President of Operations (3)
(1) Mr. Ondrus has been Director, President, and Chief Executive Officer of the Company since April 30, 2021. Prior to that time, Mr. Ondrus held the position
of Vice President of Operations from September 2020 until April 2021 and Interim Director of Operations from July 2020 until September 2020. Prior to
joining the Company, he held the position of Area Manager of Barrett Business Services, Inc. from 2018 to 2020 and served as General Manager of
Tramco, Inc. from 2012 to 2017. Mr. Ondrus has over 40 years of experience in engineering, manufacturing and management.
(2) Mr. Dunn has been Vice President — Finance, Chief Financial Officer, Secretary and Treasurer since July 2001. He previously held the position of Director
of Finance at MetalTek International from 1998 to 2001. Prior to that time, Mr. Dunn held the position of Corporate Controller at Allied Healthcare
Products, Inc. from 1994 to 1998.
(3) Mr. Kroupa has been Vice President of Operations since July 6, 2021. Prior to that time, Mr. Kroupa held the position of Vice President of Engineering at
Allied Healthcare Products, Inc. from 2002 to 2021.
Item 1A. Risk Factors
The Company’s business, operations and financial condition are subject to various risks and uncertainties. You should carefully consider the risks
and uncertainties described below, together with all of the other information in this annual report on Form 10-K and in the Company’s other filings with the
Securities and Exchange Commission ("SEC”) before making any investment decision with respect to the Company’s securities. The risks and uncertainties
described below may not be the only ones the Company faces. Additional risks and uncertainties not presently known by the Company or that the Company
currently deems immaterial may also affect the Company’s business. If any of these known or unknown risks or uncertainties actually occur or develop, the
Company’s business, financial condition, and results of operations could change.
COVID-19 RISKS
The global COVID-19 outbreak or other similar outbreaks of infections or diseases could substantially harm our business
The global COVID-19 outbreak and other possible pandemics, epidemics or other outbreaks of diseases or infections could have significant negative
impacts on our business, expenses, revenues and profitability. These events can result in, and in the case of the COVID-19 outbreak, have resulted in
disruptions to our business, including without limitation those arising from the following factors:
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-
Employee matters: The Company’s ability to operate is contingent on maintaining healthy and safe work conditions. Incidents of COVID-19 in
the Company’s workforce could lead to delays in production. While the Company is taking steps to protect its employees and maintain safe
work conditions, such efforts cannot guarantee that its employees will not be impacted, directly or indirectly, by COVID-19. In addition, partially
as a result of the COVID-19 pandemic and general tightening of the labor market, the Company has had difficulty in obtaining the workers
necessary to produce its products. Since the pandemic began, and continuing currently, the Company has experienced greater difficulty in hiring
production employees. This has contributed to delays in the production and shipping of some products. Some orders have been cancelled as a
result of the delays and this situation may negatively impact our ability to make future sales.
-
Supply chain issues and inflation: Partially as a result of the COVID-19 outbreak and inflationary pressures following the reopening of global
economies, there have been disruptions to the supply chain that may lead to delays in obtaining necessary raw materials and component
inventory. The Company is working with existing and alternative suppliers to obtain the necessary components for its products, however, to
date, the Company has not been able to sufficiently alleviate this situation to avoid delays in production.
LEGAL REGULATORY AND COMPLIANCE RISKS
We are subject to substantial domestic and international government regulation, including regulatory quality standards applicable to our
manufacturing and quality processes. Failure by us to comply with these standards could have an adverse effect on our business, financial condition or
results of operations.
The FDA regulates the approval, manufacturing, and sales and marketing of many of our products in the U.S. Significant government regulation also
exists in Canada, Japan, and other countries in which we conduct business. As a device manufacturer, we are required to register with the FDA and are
subject to periodic inspection by the FDA for compliance with the FDA’s Quality System Regulation ("QSR”) requirements, which require manufacturers of
medical devices to adhere to certain regulations, including testing, quality control and documentation procedures. In addition, the federal Medical Device
Reporting regulations require us to provide information to the FDA whenever there is evidence that reasonably suggests that a device may have caused or
contributed to a death or serious injury or, if a malfunction were to occur, could cause or contribute to a death or serious injury. Compliance with applicable
regulatory requirements is subject to continual review and is rigorously monitored through periodic inspections by the FDA. Failure to comply with current
governmental regulations and quality assurance guidelines could lead to temporary manufacturing shutdowns, product recalls or related field actions, product
shortages or delays in product manufacturing. Efficacy or safety concerns, an increase in trends of adverse events in the marketplace, and/or manufacturing
quality issues with respect to our products could lead to product recalls or related field actions, withdrawals, and/or declining sales.
Our products may be subject to product recalls even after receiving FDA clearance or approval, which would harm our reputation and our business.
The FDA and similar governmental authorities in other countries in which our products are sold, have the authority to request and, in some cases,
require the recall of our products in the event of material deficiencies or defects in design or manufacture. A government-mandated or voluntary recall by us
could occur as a result of component failures, manufacturing errors or design defects. Any recall of product would divert managerial and financial resources,
may harm our reputation with our customers and could damage our business.
BUSINESS AND OPERATIONAL RISKS
Our success depends upon the development of new products and product enhancements, which entails considerable time and expense.
To effectively compete, we must be able to invest in the development of new products to add to our product portfolio and on the development of
enhancements to our existing products. Product development involves substantial expense and we cannot be certain that a completed product will generate
sufficient revenue for our business to justify the resources that we devote to research and development related to such product. The time and expense
required to develop new products and product enhancements is difficult to predict and we cannot assure you that we will succeed in developing, introducing
and marketing new products and product enhancements. Our operating losses and negative cash flow impede our ability to invest in the development of new
products and enhancements to existing products. Our inability to successfully develop and introduce new or enhanced products on a timely basis or at all, or
to achieve market acceptance of such products, could materially impair our business.
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11
We are dependent on adequate protection of our patent and proprietary rights.
We rely on patents, trade secrets, trademarks, copyrights, know-how, license agreements and contractual provisions to establish and protect our
intellectual property rights. However, these legal means afford us only limited protection and may not adequately protect our rights or remedies to gain or
keep any advantages we may have over our competitors. We cannot assure you that others may not independently develop the same or similar technologies
or otherwise obtain access to our technology and trade secrets. Our competitors, many of which have substantial resources and may make substantial
investments in competing technologies, may apply for and obtain patents that will prevent, limit, or interfere with our ability to manufacture or market our
products. Further, while we do not believe that any of our products or processes interfere with the rights of others, third parties may nonetheless assert patent
infringement claims against us in the future.
Costly litigation may be necessary to enforce patents issued to us, to protect trade secrets or know-how we own, to defend us against claimed
infringement of the rights of others or to determine the ownership, scope, or validity of our proprietary rights and the rights of others. Any claims of
infringement against us may involve significant liabilities to third parties, could require us to seek licenses from third parties, and could prevent or delay us
from manufacturing, selling, or using our products. The occurrence of such litigation or the effect of an adverse determination in any of this type of litigation
could have a material adverse effect on our business, financial condition and results of operations.
Decreased availability or increased costs of raw materials could increase our costs of producing our products.
We purchase raw materials, fabricated components and services from a variety of suppliers. Raw materials such as brass, plastics, and calcium
hydroxide are considered key raw materials. We believe that our relationships with our suppliers are satisfactory and that alternative sources of supply are
readily available. From time to time, however, the prices and availability of these raw materials fluctuate due to global market demands, which could impair the
company’s ability to procure necessary materials, or increase the cost of such materials. Inflationary and other increases in costs of these raw materials have
occurred in the past and may recur from time to time. In addition, freight costs associated with shipping and receiving product and sales are impacted by
fluctuations in the cost of oil and gas. Specifically, we are currently in a period of high inflation. While the Federal Reserve has commented that the rise in the
cost of products is transitory, the Company cannot predict the path of future inflation. In fiscal year 2022, the Company believes that inflation raised the cost
of its purchases by approximately $1.3 million. The Company anticipate that these cost increases will continue in fiscal year 2023, although it cannot predict
the extent of such increases.
We are exposed to certain credit risks, resulting primarily from customer sales.
Substantially all of our receivables are due from homecare providers, distributors, hospitals, and contractors. Our customers are located throughout
the U.S. and around the world. We record an estimated allowance for uncollectible amounts based primarily on our evaluation of the payment pattern, financial
condition, cash flows, and credit history of our customers, as well as current industry and economic conditions. Our inability to collect on our trade accounts
receivable could substantially reduce our income and have a material adverse effect on our financial condition and results of operations.
Our common stock is thinly traded and its market price may fluctuate widely.
Our common stock is listed on the NASDAQ Capital Market but is thinly traded. As a result, stockholders may not be able to sell shares of common
stock on short notice. Additionally, the market price of our common stock could be subject to significant fluctuations in response to quarter-to-quarter
variation in our operating results, announcements of new products or services by us or our competitors, and other events or factors. For example, a shortfall in
net sales or net income, or an increase in losses could have an immediate and significant adverse effect on the market price and volume fluctuations that have
particularly affected the market prices of many micro and small capitalization companies and that have often been unrelated or disproportionate to the
operating performance of these companies. Additionally, management believes that since the onset of the COVID-19 pandemic there has increased
speculation in the Company’s shares which has resulted in significant fluctuations in price. These fluctuations, as well as general economic and market
conditions, may adversely affect the market price for our common stock.
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12
If a natural or man-made disaster strikes our manufacturing facilities, we may be unable to manufacture certain products for a substantial amount of
time and our revenue could decline.
We have two manufacturing operations. In the event that one of these facilities were severely damaged or destroyed as a result of a natural or man-
made disaster we would be forced to relocate production to other facilities and/or rely on third-party manufacturers. Such an event could have a material
adverse effect on our business, results of operations and financial condition. Although we have insurance for damage to our property and the interruption of
our business, this insurance may not be sufficient in scope or amount to cover all of our potential losses and may not continue to be available to us on
acceptable terms, or at all.
If we are unable to hire or retain key employees, it could have a negative impact on our business.
Our failure to attract and retain skilled personnel could hinder the management of our business, our research and development, our sales and
marketing efforts, and our manufacturing capabilities. However, there is no assurance that we will continue to be able to hire or retain key employees. We
compete to hire new employees from larger, better capitalized companies, and then must train them and develop their skills and competencies. Our operating
results could be adversely affected by increased costs due to increased competition for employees, higher employee turnover or increased employee benefit
costs. Any unplanned turnover could deplete our institutional knowledge base and erode our competitive advantage. The Company has not provided salary
increases to its employees outside of the collective bargaining unit in several years. While the Company does not believe that this has had a material impact
on its operations, the Company may be materially adversely impacted if it fails to compete with the compensation offerings of other employers.
We have a history of net losses in fiscal 2019, 2020 and 2022 and we may not be able to return to profitability in the future and there is substantial doubt
about our ability to continue as a going concern.
We have a history of net losses. We reported a net loss of $2.1 million in fiscal 2019, a net loss of $3.1 million in fiscal 2020 and a net loss of $5.4
million in the most recent fiscal year. In fiscal 2021 we had net income of $1.7 million including the benefit of the forgiveness of a $2.4 million PPP loan. We will
need to generate and sustain increased sales levels in the future to become consistently profitable, and, even if we do, we may not be able to maintain or
increase our level of profitability. There is no guarantee that we will be successful in our efforts to achieve consistent profitability. We may also incur losses
in the future for a number of reasons, including the other risks described in this Form 10-K, and unforeseen expenses, difficulties, complications and delays
and other unknown events. If we are unable to achieve and sustain profitability, the market price of our common stock may significantly decrease. If we
continue to experience operating losses and we are not able to generate additional liquidity through other means, then our liquidity needs may exceed
availability under our credit facility, and we might need to secure additional sources of funds, which may or may not be available to us. Additionally, a failure
to generate additional liquidity could negatively impact our access to raw materials or services that are important to the operation of our business. Most
recently, the Company has experienced significant challenges sourcing necessary parts and components both from vendors and the Company’s internal
production. As a result, the Company’s backlog of orders has grown. To the extent that the Company cannot timely meet shipping deadlines for existing
orders, this may impair the Company’s ability to make future sales to impacted customers.
While the Company received $6.8 million, net of the escrowed amounts for repairs to the building, as a result of the sale-leaseback of its St. Louis
Property, as described in Part I, Item 2 below, the Company continues to experience negative cash flows from its operations.
The Company’s financial statements have been presented assuming that the Company will continue as a going concern. The Company’s rate of cash
used in operating activities has accelerated and there is doubt as to whether the Company’s liquidity and capital resources are sufficient to allow the
Company to meet its needs for the next twelve months. These conditions raise substantial doubt about the ability of the Company to continue as a going
concern. The financial statements do not include any adjustments related to the recoverability of assets and classification of liabilities that might be necessary
should the Company be unable to continue in operation.
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13
INDUSTRY & ECONOMIC RISKS
We participate in a highly competitive environment.
The medical device industry is characterized by rapid technological change, changing customer needs and frequent new product introductions. Our
products may be rendered obsolete as a result of future innovations. We face intense competition from other manufacturers. Some of our competitors may be
larger than we are and may have greater financial, technical, research, marketing, sales, distribution and other resources than we do. We believe that price
competition will continue among products developed in our markets. Our competitors may develop or market technologies and products that are more
effective or commercially attractive than any we are developing or marketing. Our competitors may succeed in obtaining regulatory approval and introducing
or commercializing products before we do. Such developments could have a significant negative effect on our business, financial condition and results of
operations. Even if we are able to compete successfully, we may not be able to do so in a profitable manner.
Our business of manufacturing, marketing, and selling of medical devices involves the risk of liability claims and such claims could seriously harm our
business, particularly if our insurance coverage is inadequate.
Our business exposes us to potential product liability claims that are inherent in the testing, production, marketing and sale of medical devices. Like
other participants in the medical device market, we are from time to time involved in lawsuits, claims and proceedings alleging product liability and related
claims such as negligence. If any current or future product liability claims become substantial, our reputation could be damaged significantly, thereby harming
our business. We may be required to pay substantial damage awards as a result of any successful product liability claims. Any product liability claim against
us, whether with or without merit, could result in costly litigation, and divert the time, attention, and resources of our management.
As a result of our exposure to product liability claims, we currently carry product liability insurance covering our products with policy limits per
occurrence and in the aggregate that we have deemed to be sufficient. Our insurance may not cover certain product liability claims or our liability for any
claims may exceed our coverage limits. Therefore, we cannot predict whether this insurance is sufficient, or if not, whether we will be able to obtain sufficient
insurance to cover the risks associated with our business or whether such insurance will be available at premiums that are commercially reasonable. In
addition, these insurance policies must be renewed annually. Although we have been able to obtain liability insurance, such insurance may not be available in
the future on acceptable terms, if at all. A successful claim against us or settlement by us with respect to uninsured liabilities or in excess of our insurance
coverage, or our inability to maintain insurance in the future, or any claim that results in significant costs to or adverse publicity against us, could have a
material adverse effect on our business, financial condition and results of operations.
Changes to the U.S. healthcare industry and third party payment structures may not be favorable to us.
Over a number of years, the U.S. healthcare industry has undergone significant changes designed to increase access to and affordability of medical
care, improve safety and patient outcomes, contain costs and increase efficiencies. These changes have included general declines in Medicare and Medicaid
reimbursement levels, efforts by healthcare insurance companies to limit or reduce payments to pharmacies and providers, the basis for payments beginning
to transition from a fee-for-service model to value-based payments and risk-sharing models, and the industry shifting away from traditional healthcare venues
like hospitals and into clinics, physician offices and patients’ homes. Any or all of the measures could impact demand for our products.
The cost of a majority of medical care in the United States is funded by the U.S. Government through the Medicare and Medicaid programs and by
private insurance programs, such as corporate health insurance plans. Although we do not receive payments for our products directly from these programs,
home respiratory care providers and durable medical equipment suppliers, who are the primary customers for several of our products, depend heavily on
payments from Medicare, Medicaid and private insurers as a major source of revenues. In addition, sales of certain of our products are affected by the extent
of hospital and health care facility construction and renovation at any given time. The federal government indirectly funds a significant percentage of such
construction and renovation costs through Medicare and Medicaid reimbursements. In recent years, governmentally imposed limits on reimbursement to
hospitals and other health care providers have impacted spending for services, consumables and capital goods. A material decrease from current
reimbursement levels or a material change in the method or basis of reimbursing health care providers is likely to adversely affect future sales of our products.
We expect the U.S. healthcare industry to continue to change significantly in the future. Possible changes include further reduction or limitations on
governmental funding at the state or federal level, efforts by healthcare insurance companies to further limit payments for products and services or changes in
legislation or regulations governing prescription pharmaceutical pricing, healthcare services or mandated benefits. These possible changes, and the
uncertainty surrounding these possible changes, may adversely affect us.
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14
Item 1B. Unresolved Staff Comments
Not applicable.
Item 2. Properties
The Company’s headquarters are located in St. Louis, Missouri and the Company maintains manufacturing facilities in Missouri and New York. Set
forth below is certain information with respect to the Company’s manufacturing facilities at June 30, 2022.
Square Footage
Owned/
Location
(Approximate)
Leased
Activities/Products
St. Louis, Missouri
242,000
Leased
Headquarters; medical gas equipment;
respiratory care products; emergency medical
products
Stuyvesant Falls, New York
30,000
Owned
Carbon dioxide absorbent
In addition, the Company owns a 16.8-acre parcel of undeveloped land in Stuyvesant Falls, New York.
The Company owned its St. Louis, Missouri facility outright until June 2022. On June 16, 2022 the Company consummated a sale-leaseback
transaction of its St. Louis real estate, consisting of its headquarters and plant. As part of this transaction, the Company sold the St. Louis real estate,
including both the land and building, to a third party landlord for $8.3 million, of which $1.5 million was placed into escrow to provide security for repairs to
the facility’s roof, HVAC and other issues. The Company simultaneously entered into a fifteen year lease with the purchaser pursuant to which the Company
pays annual rent of $688,800, subject to annual increases.
Item 3. Legal Proceedings
Product liability lawsuits are filed against the Company from time to time for various injuries alleged to have resulted from defects in the manufacture
and/or design of the Company’s products. Any such proceedings that are currently pending are not expected to have a material adverse effect on the
Company. The Company maintains comprehensive general liability insurance coverage which it believes to be adequate for the continued operation of its
business, including coverage of product liability claims.
In addition, from time to time the Company’s products may be subject to product recalls in order to correct design or manufacturing flaws in such
products. The Company intends to continue to conduct business in such a manner as to avert any FDA action seeking to interrupt or suspend manufacturing
or require any recall or modification of products.
However, for these matters, management does not believe, based on currently available information, that the outcomes of these proceedings will
have a material adverse effect on the Company’s financial condition as a whole, though the outcomes could be material to the Company’s operating results for
a particular period, depending, in part, upon the operating results for such period.
Stuyvesant Falls Cleanup
On January 30, 2020, the Company filed a Citizen Participation Plan with the New York Department of Environmental Conservation under its
Brownfield Cleanup Program. The plan was filed with respect to the Company’s property in Stuyvesant Falls, New York. The plan recognizes that the soil and
groundwater at the Stuyvesant Falls facility is impacted by chemical compounds exceeding regulatory standards. On October 13, 2020, the Company executed
a Brownfield Cleanup Program Agreement with the Department of Environmental Conservation with respect to the property. Under the agreement, the
Company has voluntarily agreed to conduct, at its expense, certain remedial investigations and remedial actions with respect to suspected soil and
groundwater contamination at the site with oversight by the department.
The Company’s best estimate of the expected cost to remediate the site is $1.3 million. The Company recorded $1.1 million as an expense in the fiscal
year ended June 30, 2020 and is reflected in other accrued liabilities and selling, general and administrative expenses in the Company’s financial statements.
During the fiscal year ended June 30, 2022, the Company recorded an additional $171,000. As of June 30, 2022, the Company has paid approximately $634,000
in remediation expenses which have been charged to the initial reserve.
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15
Vendor Demand Letter
On June 22, 2022, the Company received a demand letter from one of its vendors, International Control Services, Inc. ("ICS”) for $586,000 as payment
on outstanding ICS invoices. The invoices in question cover components which the Company rejected as defective, certain charges for prior years and
purchases the Company cancelled which ICS claims were non-cancellable. The Company’s standard purchase orders provide that the Company may reject
defective parts and that all purchases are cancellable by the Company for its convenience. The Company disputes all of ICS’s claims, including that any
portion of the subject purchases were non-cancellable. No litigation has been commenced as of this filing, but the Company will defend any such lawsuit. The
Company estimates that the range of loss is between $0 and $586,000. The Company has not recorded a provision for this matter because, at this early stage,
there is insufficient information to determine the likelihood of loss or to estimate any possible loss.
Item 4. Mine Safety Disclosures
None
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Allied Healthcare Products, Inc. trades on the NASDAQ Capital Market under the symbol AHPI. As of September 14, 2022, there were 34 record
owners of the Company’s common stock. The number of holders of record does not represent the actual number of beneficial owners of our common stock
because securities dealers and others frequently hold shares in "street name” for the benefit of individual owners who have the right to vote shares.
The following table summarizes information with respect to the high and low prices for the Company’s common stock as listed on the NASDAQ
Global or Capital Market for each quarter of fiscal 2022 and 2021, respectively. The Company currently does not pay, and historically has not paid, any
dividend on its common stock.
Common Stock Information
2022
High
Low
2021
High
Low
September quarter
$
16.41
$
3.62 September quarter
$
13.27
$
4.66
December quarter
$
9.82
$
4.55 December quarter
$
8.13
$
4.20
March quarter
$
6.04
$
2.41 March quarter
$
9.00
$
4.07
June quarter
$
3.32
$
1.55 June quarter
$
5.30
$
3.45
Information concerning securities authorized for issuance under equity compensation plans is incorporated by reference to the Company’s proxy
statement for the 2022 annual meeting of stockholders, which will be filed within 120 days after June 30, 2022.
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16
Item 6. Selected Financial Data
(In thousands, except per share data)
Year ended June 30,
2022
2021
2020
2019
2018
Statement of Operations Data
Net sales
$
27,047
$
36,279
$
31,894
$
31,382
$
33,760
Cost of sales
24,519
29,170
26,323
26,343
27,309
Gross profit
2,528
7,109
5,571
5,039
6,451
Selling, general and administrative expenses
7,107
7,636
8,633
7,813
8,446
Loss from operations
(4,579)
(527)
(3,062)
(2,774)
(1,995)
Interest expense
191
116
65
56
24
Interest income
—
—
(1)
—
—
Legal settlement
—
—
—
(750)
—
Other, net
(9)
(2,402)
18
—
—
Income (loss) before provision for (benefit from) income taxes
(4,761)
1,759
(3,144)
(2,080)
(2,019)
Provision for (benefit from) income taxes
600
72
(130)
29
173
Net income (loss)
$
(5,361)
$
1,687
$
(3,014)
$
(2,109)
$
(2,192)
Basic income (loss) per share
$
(1.34)
$
0.42
$
(0.75)
$
(0.53)
$
(0.55)
Diluted income (loss) per share
$
(1.34)
$
0.42
$
(0.75)
$
(0.53)
$
(0.55)
Basic weighted average common shares outstanding
4,014
4,014
4,014
4,014
4,014
Diluted weighted average common shares outstanding
4,014
4,026
4,014
4,014
4,014
(In thousands)
June 30,
2022
2021
2020
2019
2018
Balance Sheet Data
Working capital
$
10,099
$
6,271
$
5,949
$
7,387
$
8,653
Total assets
19,671
17,702
19,672
15,454
17,321
Stockholders’ equity
5,234
10,580
8,879
11,890
13,997
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
COVID-19 Outbreak and Aftermath of Pandemic
The Company believes that the Covid-19 pandemic resulted in increased sales in of ventilator products in fiscal 2021, however, this peak in demand
ended in fiscal 2021 and the impacts of the COVID-19 continue to develop. In fiscal 2022 demand dropped from the peak, and the Company believes that
COVID-19 is no longer contributing positively to product demand.
The pandemic is partially responsible for broad economic changes which have impacted the Company in fiscal 2021, and fiscal 2022 and continue to
impact the Company as the Company begins fiscal 2023. Inflation has raised the cost of products and services the Company uses to provide its products. In
fiscal year 2021, the Company estimates that inflationary price increases raised product cost by approximately $500,000. In fiscal year 2022, the Company
estimates that inflationary price increases raised product cost by an additional $1.3 million dollars. While the Federal Reserve initially believed some of the
inflation in the economy was transitory in nature, the Company believes inflation will continue to increase cost in fiscal 2023.
Since the onset of the pandemic the Company has found it harder to hire and retain hourly workers. This has led to the requirement for additional
overtime for existing employees, inefficiency, and contributed to delays in shipments.
In fiscal year 2022, the Company faced production difficulties, including supply chain issues. A portion of these challenges were the result of general
pressures on supply chains as the global economy emerged from lockdowns. For the Company, this has resulted in longer lead times and shortages of
components. It has been difficult to replace those vendors not delivering components in a timely manner. In addition, our purchasing department
effectiveness has suffered due to the amount of time required to expedite parts. At times, purchase orders have not been placed in a timely manner,
lengthening the lead time and causing part shortages. Internally, we have had difficulty producing machined parts on a timely basis due to a shortage of
skilled labor and a vacancy in a key machine shop management position. These problems have led to product shortages and a large increase in customer
orders not shipped and past due. This results in a lower level of sales and liquidity. The Company believes these impacts will continue in fiscal year 2023 and
the Company’s shipments and sales will remain under pressure as a result.
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17
Results of Operations
The Company manufactures and markets respiratory products, including respiratory care products, medical gas equipment and emergency medical
products. Set forth below is certain information with respect to amounts and percentages of net sales attributable to respiratory care products, medical gas
equipment and emergency medical products for the fiscal years ended June 30, 2022, 2021, and 2020.
Dollars in thousands
Year ended June 30,
2022
Net
% of Total
Sales
Net Sales
Respiratory care products
$
8,178
30.3 %
Medical gas equipment
13,449
49.7 %
Emergency medical products
5,420
20.0 %
Total
$
27,047
100.0 %
Dollars in thousands
Year ended June 30,
2021
Net
% of Total
Sales
Net Sales
Respiratory care products
$
8,083
22.3 %
Medical gas equipment
15,943
43.9 %
Emergency medical products
12,253
33.8 %
Total
$
36,279
100.0 %
Dollars in thousands
Year ended June 30,
2020
Net
% of Total
Sales
Net Sales
Respiratory care products
$
8,556
26.8 %
Medical gas equipment
15,283
47.9 %
Emergency medical products
8,055
25.3 %
Total
$
31,894
100.0 %
The following table sets forth, for the fiscal periods indicated, the percentage of net sales represented by the various income and expense categories
reflected in the Company’s Statement of Operations.
Year ended June 30,
2022
2021
2020
Net sales
100.0 %
100.0 %
100.0 %
Cost of sales
90.7
80.4
82.5
Gross profit
9.3
19.6
17.5
Selling, general and administrative expenses
26.2
21.1
27.1
Loss from operations
(16.9)
(1.5)
(9.6)
Interest expense
0.7
0.3
0.2
PPP loan forgiveness
0.0
(6.6)
0.0
Other, net
0.0
0.0
0.1
Income (loss) before provision for income taxes
(17.6)
4.8
(9.9)
Provision for (benefit from) income taxes
2.2
0.2
(0.4)
Net income (loss)
(19.8)%
4.6 %
(9.5)%
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18
Critical Accounting Policies
Revenue recognition:
The Company’s revenues are derived primarily from the sales of respiratory products, medical gas equipment and emergency medical products. The
products are generally sold directly to distributors, customers affiliated with buying groups, individual customers and construction contractors, throughout
the world.
The Company recognizes revenue from product sales upon satisfaction of its performance obligation which occurs on the transfer of control of the
product, which is generally upon shipment or delivery, depending on the delivery terms set forth in the customer contract. Payment terms between Allied and
its customers vary by the type of customer, country of sale, and the products offered. The term between invoicing and the payment due date is not
significant.
Management exercises judgment in estimating variable consideration. Provisions for early payment discounts, rebates and returns and other
adjustments are provided for in the period the related sales are recorded. Historical data is readily available and reliable, and is used for estimating the amount
of the reduction in gross sales.
The Company provides rebates to wholesalers. Rebate amounts are based upon purchases using contractual amount for each product sold. Factors
used in the rebate calculations include the identification of which products have been sold subject to a rebate and the customer or price terms that apply.
Using known contractual allowances, the Company estimates the amount of the rebate that will be paid, and records the liability as a reduction of gross sales
when it records the sale of the product. Settlement of the rebate generally occurs in the month following the sale.
The Company regularly analyzes the historical rebate trends and adjusts reserves for changes in trends and terms of rebate programs. Historically,
adjustments to prior years’ rebate accruals have not been material to net income.
Other allowances charged against gross sales include cash discounts and returns, which are not significant. Cash discounts are known within 15 to
30 days of sale, and therefore can be reliably estimated. Returns can be reliably estimated because the Company’s historical returns are low, and because sales
return terms and other sales terms have remained relatively unchanged for several periods. Product warranties are also not significant.
The Company does not allocate transaction price as the Company has only one performance obligation and its contracts do not span multiple
periods. All taxes imposed on and concurrent with revenue producing transactions and collected by the Company are excluded from the measurement of
transaction price.
Inventory reserve for obsolete and excess inventory:
Inventory is recorded net of a reserve for obsolete and excess inventory which is determined primarily based on an analysis of inventory items with
no usage in the preceding year and for inventory items for which there is greater than two years’ usage on hand. This analysis considers those identified
inventory items to determine, in management’s best estimate, if parts can be used beyond one year, if there are alternate uses or at what values such parts may
be disposed for. At June 30, 2022 and 2021, inventory is recorded net of a reserve for obsolete and excess inventory of $2.4 million and $2.2 million,
respectively.
Income taxes:
The Company accounts for income taxes under the FASB Accounting Standards Codification ("ASC”) Topic 740: "Income Taxes.” Under ASC 740,
the deferred tax provision is determined using the liability method, whereby deferred tax assets and liabilities are recognized based upon temporary differences
between the financial statement and income tax bases of assets and liabilities using enacted tax rates that are expected to apply to taxable income when such
assets and liabilities are anticipated to be settled or realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as tax
expense or benefit in the period that includes the enactment date of the change.
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Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. Management uses a more
likely than not criterion in its assessment and considers all available evidence, both positive and negative, in determining whether, based on the weight of that
evidence, a valuation allowance for deferred tax assets is needed. In assessing the need for a valuation allowance, the Company first considers the reversals
of existing temporary deferred tax liabilities and available tax planning strategies. To the extent these items are not sufficient to cause the realization of deferred
tax assets, the Company would then consider the availability of future taxable income only to the extent such income is considered likely to occur based on
the Company’s earnings history, current income trends and projections.
Considering its history of operating losses, the Company does not rely on the existence of future taxable income as it currently cannot conclude
future taxable income is likely to occur. The Company does rely on reversals of existing temporary deferred tax liabilities and tax planning strategies to the
extent available to support the value of its existing deferred tax assets. Prior to 2022, the Company relied on tax planning strategies which consisted of
revocation of the LIFO inventory method and the recognition of a gain in the sale of excess land to support the value of a portion of the Company’s deferred
tax assets. In light of continued losses and its assessment of the Company’s ability to continue as a going concern, management concluded that the
previously relied upon tax planning strategies were no longer available to support any amount of deferred tax assets. Accordingly, the Company recorded a
full valuation allowance for the excess of deferred tax assets over deferred tax liabilities as of June 30, 2022.
Accounts receivable net of allowances:
Accounts receivable are recorded net of an allowance for doubtful accounts, which is determined based on an analysis of past due accounts
including accounts placed with collection agencies, and an allowance for returns and credits, which is based on historical analysis of credit memo data and
returns. The Company maintains an allowance for doubtful accounts to reflect the collectability of accounts receivable based on past collection history and
specific risks identified among uncollected accounts. Accounts receivable are charged to the allowance for doubtful accounts when the Company determines
that the receivable will not be collected and/or when the account has been referred to a third party collection agency. At June 30, 2022 and 2021, accounts
receivable is recorded net of allowances of $170,000.
Valuation of Long-Lived Assets:
The impairment of long-lived assets is assessed when changes in circumstances (such as, but not limited to, a decrease in market value of an asset,
current and historical operating losses or a change in business strategy) indicate that their carrying value may not be recoverable. This assessment is based
on management’s expectations and judgments regarding future business and economic conditions, future market values and disposal costs. Actual results
and events could differ significantly from management’s estimates. Based upon our most recent analysis, we believe that no impairment exists at June 30, 2022.
There can be no assurance that future impairment tests will not result in a charge to net earnings (loss).
Self-insurance:
The Company maintains a self-insurance program for a portion of its health care costs. Self-insurance costs are accrued based upon the aggregate of
the liability for reported claims and the estimated liability for claims incurred but not reported. As of June 30, 2022 and 2021, the Company had approximately
$125,000 and $120,000, respectively, of accrued liabilities related to health care claims. In order to establish the self-insurance reserves, the Company utilized
actuarial estimates of expected claims based on analyses of historical data.
Share Based Compensation:
The Company calculates share based compensation using the Black-Sholes-Merton ("Black-Scholes”) option-pricing model, which requires the input
of highly subjective assumptions including the expected stock price volatility. For the twelve-month periods ended June 30, 2022, 2021, and 2020, Allied
recorded approximately $16,000, $14,000 and $2,000, respectively, in share-based employee compensation. This compensation cost is included in the general
and administrative expenses in the accompanying Statements of Operations.
Fiscal 2022 Compared to Fiscal 2021
The Company had a loss of $4.8 million before taxes for fiscal 2022, compared to income of $1.8 million before taxes for fiscal 2021. It recorded an
income tax provision of $599,672 in fiscal 2022, compared to an income tax provision of $72,484 in fiscal 2021.
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Net sales for fiscal 2022 of $27.0 million were $9.3 million or 25.6% lower than net sales of $36.3 million in fiscal 2021. Domestically, sales decreased by
$3.5 million dollars while international sales, which represented 23.6% of fiscal 2022 sales, were $5.7 million lower. The $9.3 million decrease in sales includes a
$2.5 million decrease in medical gas equipment and a $6.8 million decrease in emergency medical products consisting of a $4.9 million decrease in AHP300
ventilator sales. In the fiscal year ended June 30, 2021 the Company fulfilled orders that were taken at the start of the pandemic in fiscal 2020. Sales in fiscal
2022 were also negatively impacted by supply chain delays, production delays, and a staffing shortage in our manufacturing operation. The Company expects
these trends to continue in fiscal 2023. International business is dependent upon hospital construction projects, and the development of medical facilities and
emergency services in those regions in which the Company operates, as well as the economic and political climates in those international markets.
Orders for the Company’s products for the year ended June 30, 2022 of $28.5 million were $1.1 million or 3.7% lower than orders for the year ended
June 30, 2021 of $29.6 million. Domestic orders are down 2.1% from the prior fiscal year while international orders, which represented 25.0% of orders for fiscal
2022, were 7.8% lower than orders for the prior year same period. The decrease in orders was primarily due to a $1.7 million decrease in orders for AHP300
ventilators. This decrease was partially offset by a $0.3 million increase in medical gas equipment and $0.6 million increase in respiratory care products.
Respiratory care product sales, which include homecare products, were $8.2 million in fiscal 2022 compared to $8.1 million in 2021. Respiratory care
products include carbon dioxide absorbents. For the year ended June 30, 2022 and 2021 the Company had carbon dioxide absorbent sales of Carbolime® and
Litholyme® of $3.7 million.
Medical gas equipment sales, which include construction products, of $13.4 million in fiscal 2022 were approximately $2.5 million, or 15.7% lower than
prior year levels of $15.9 million, while orders for these products increased by 2.0%. The decrease in sales was attributable to production and shipping
problems and the timing of customer releases.
Emergency medical product sales in fiscal 2022 of $5.4 million were $6.9 million or 56.1% lower than fiscal 2021 sales of $12.3 million. International
sales of emergency medical products decreased by $4.9 million from the prior year while domestic sales decreased by $1.9 million.
International sales, which are included in the product lines discussed above, decreased $5.7 million, or 47.1%, to $6.4 million in fiscal 2022 compared
to sales of $12.1 million in fiscal 2021. The decrease was primarily for AHP300 ventilators.
Gross profit in fiscal 2022 was $2.5 million, or 9.3% of sales, compared to a gross profit of $7.1 million, or 19.6% of sales in fiscal 2021. The $4.6 million
decrease in gross profit is mainly attributable to a $9.3 million decrease in sales. The decrease in gross profit was also attributable to increase of cost due to
inflation for our purchased raw materials and components.
Selling, General, and Administrative ("SG&A”) expenses for fiscal 2022 were $7.1 million compared to SG&A expenses of $7.6 million in fiscal 2021.
The decrease is primarily due to a $0.5 million decrease in personnel costs consisting of salaries and benefits and a $0.3 million decrease in legal fees in fiscal
2022. These decreases were partially offset by a $0.2 million increase for environmental remediation expenses in fiscal 2022.
Interest income in fiscal 2022 was $176 compared to interest income of $233 in fiscal 2021. Interest expense in fiscal 2022 was $191,450 compared to
interest expense of $115,975 in fiscal 2021.
Other income and expenses in fiscal 2021 include $2.4 million of income realized by the Company as a result of forgiveness of the PPP Loan.
The Company’s effective tax rate in 2022 was a provision of 12.5% compared to a provision of 4.1% in 2021. The change in the effective tax rate in
2022 was attributable to an increase in the valuation allowance in 2022 and non-deductible expenses attributable to the Company’s PPP Loan forgiveness in
2021.
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The realization of the Company’s deferred tax assets has been based on the reversal of existing temporary deferred tax liabilities and tax planning
strategies and to the extent those items are not sufficient to support the value of recorded deferred tax assets a valuation allowance is recorded. For the year
ended 2020 the Company recorded an additional allowance of $178,111 offset by an increase in the value of tax planning strategies of $138,873 resulting in a
net increase in the allowance of $39,238. For the year ended 2021, the company recorded an additional allowance of $723,248. The allowance was further
increased by a reduction in the value of the tax planning strategy of $63,676 resulting in a total increase to the allowance of $786,921. For the year ended June
30, 2022, management concluded previously relied upon tax planning strategies were no longer available and the Company recorded an additional allowance of
$1,735,227 fully reserving the value of its net deferred tax assets.
Net loss in fiscal 2022 was $5.4 million or $1.34 per basic and diluted earnings per share compared to a net income of $1.7 million, or $0.42 per basic
and diluted earnings per share in fiscal 2021. In 2022 and 2021 the weighted number of shares used in the calculation of basic earnings per share was 4,013,537.
In 2022 and 2021 the weighted number of shares used in the calculation of diluted earnings per share was 4,013,537 and 4,026,446, respectively.
Fiscal 2021 Compared to Fiscal 2020
The Company had income of $1.8 million before taxes for fiscal 2021, compared to a loss of $3.1 million before taxes for fiscal 2020. It recorded an
income tax provision of $72,484 in fiscal 2021, compared to an income tax benefit of $130,359 in fiscal 2020.
Net sales for fiscal 2021 of $36.3 million were $4.4 million or 13.8% higher than net sales of $31.9 million in fiscal 2020. Domestically, sales increased by
$1.0 million dollars while international sales, which represented 33.4% of fiscal 2021 sales, were $3.4 million higher. The increase in domestic sales was largely
attributable to increases in sales of construction products and emergency medical products. International business is dependent upon hospital construction
projects, and the development of medical facilities and emergency services in those regions in which the Company operates, as well as the economic and
political climates in those international markets.
Orders for the Company’s products for the year ended June 30, 2021 of $29.6 million were $11.2 million or 27.5% lower than orders for the year ended
June 30, 2020 of $40.8 million. As a result of the COVID-19 pandemic in fiscal year 2020, the Company experienced significantly increased orders for the
emergency medical products sold by the Company, including the Company’s AHP300 ventilator and the EPV200 ventilator. In fiscal year 2021 the pace of
orders materially decreased.
Respiratory care product sales, which include homecare products, were $8.1 million in fiscal 2021 compared to $8.6 million in 2020. Respiratory care
products include carbon dioxide absorbents. For the year ended June 30, 2021 and 2020 the Company had carbon dioxide absorbent sales of Carbolime® and
Litholyme® of $3.7 million.
Medical gas equipment sales, which include construction products, of $15.9 million in fiscal 2021 were approximately $0.6 million, or 3.9% higher than
prior year levels of $15.3 million. The increase in sales was largely attributable to an increase sales of non-construction products of $1.5 million. This increase
was partially offset by a decrease in international construction sales of $0.7 million.
Emergency medical product sales in fiscal 2021 of $12.3 million were $4.2 million or 51.9% higher than fiscal 2020 sales of $8.1 million. International
sales of emergency medical products increased by $3.3 million from the prior year while domestic sales increased by $0.9 million. The onset of the COVID-19
pandemic increased demand for the Company’s emergency products including the AHP300 ventilator.
International sales, which are included in the product lines discussed above, increased $3.4 million, or 39.1%, to $12.1 million in fiscal 2021 compared
to sales of $8.7 million in fiscal 2020.
Gross profit in fiscal 2021 was $7.1 million, or 19.6% of sales, compared to a gross profit of $5.6 million, or 17.6% of sales in fiscal 2020. The $1.5
million increase in gross profit is mainly attributable to a $4.4 million increase in sales.
The Company invested approximately $0.2 million in fiscal 2021 and $0.8 million in fiscal 2020 for capital expenditures primarily for the expansion of
the production line of our AHP300 ventilator.
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Selling, General, and Administrative ("SG&A”) expenses for fiscal 2021 were $7.6 million compared to SG&A expenses of $8.6 million in fiscal 2020.
The decrease is primarily due to the $1.1 million provision in fiscal 2020 for environmental cleanup costs at the Company’s facility in Stuyvesant Falls, New
York and a decrease of $0.2 million for business travel expenses in fiscal 2021. These decreases were partially offset by a $0.2 million increase for legal and
insurance expenses in fiscal 2021.
Interest income in fiscal 2021 was $233 compared to interest income of $654 in fiscal 2020. Interest expense in fiscal 2021 was $115,975 compared to
interest expense of $64,682 in fiscal 2020.
Other income and expenses in fiscal 2021 include $2.4 million of income realized by the Company as a result of forgiveness of the PPP Loan.
The Company’s effective tax rate in 2021 was a provision of 4.1% compared to a benefit of 4.1% in 2020. The change in the effective tax rate in 2021
was attributable to non-deductible expenses attributable to the Company’s expected PPP Loan forgiveness and a decrease in the value of tax planning
strategies.
The realization of the Company’s deferred tax assets has been based on the reversal of existing temporary deferred tax liabilities and tax planning
strategies and to the extent those items are not sufficient to support the value of recorded deferred tax assets a valuation allowance is recorded. For the year
ended June 30, 2019 the Company recorded an additional allowance of $536,240. For the year ended 2020 the Company recorded an additional allowance of
$178,111 offset by an increase in the value of tax planning strategies of $138,873 resulting in a net increase in the allowance of $39,238. For the year ended
2021, the company recorded an additional allowance of $723,248. The allowance was further increased by a reduction in the value of the tax planning strategy
of $63,676 resulting in a total increase to the allowance of $786,921. To the extent that the Company’s losses continue, the tax benefit of those losses would be
fully offset by a valuation allowance.
Net income in fiscal 2021 was $1.7 million or $0.42 per basic and diluted earnings per share compared to a net loss of $3.0 million, or $0.75 per basic
and diluted earnings per share in fiscal 2020. In 2021 and 2020 the weighted number of shares used in the calculation of basic earnings per share was 4,013,537.
In 2021 and 2020 the weighted number of shares used in the calculation of diluted earnings per share was 4,026,446 and 4,013,537, respectively.
Financial Condition, Liquidity and Capital Resources
The following table sets forth selected information concerning Allied’s financial condition at June 30:
Dollars in thousands
2022
2021
2020
Cash, cash equivalents and restricted cash
$
5,047
$
726
$
2,600
Working Capital
$
10,099
$
6,271
$
5,949
Total Debt
$
10,578
$
2,091
$
2,392
Current Ratio
2.69:1
1.88:1
1.67:1
The Company’s working capital was $10.1 million at June 30, 2022 compared to $6.3 million at June 30, 2021. The $3.8 million increase in working
capital is attributed to a cash and restricted cash increase of $4.1 million, a decrease in accounts payable of $0.7 million and decrease in other accrued liabilities
of $1.3 million. During fiscal 2022, these increases were partially offset by a $0.6 million decrease in accounts receivable, a $1.0 million decrease in inventory, a
debt increase of $0.5 million and a $0.3 million in customer deposits. Accounts payable and other accrued liabilities are subject to normal fluctuations in
purchasing levels and the timing of payments within the quarter. Accounts receivable as measured in days sales outstanding ("DSO”) is 38 DSO at June 30,
2022, down from 40 DSO at June 30, 2021. The Company does adjust product forecast, order quantities, and safety stock based on changes in demand
patterns in order to manage inventory levels.
The net increase in cash and restricted cash for the fiscal year ended June 30, 2022 was $4.3 million. The net decrease in cash for the fiscal year ended
June 30, 2021 was $1.9 million. Cash flows used in operating activities for the fiscal year ended June 30, 2022 consisted of net loss of $5.4 million, a $0.7 million
decrease in accounts payable and $0.8 million decrease in other accrued liabilities. These cash out flows were offset by a decrease of Accounts receivable of
$0.6 million, a decrease in inventory of $1.0 million and a $0.3 million increase in customer deposits, supplemented by $0.5 million in non-cash charges for
amortization and depreciation.
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Cash flows used in operating activities for the fiscal year ended June 30, 2021 consisted of a decrease in Customer deposits of $2.2 million, a decrease
of Accounts payable of $1.1 million and increase of Inventory of $0.5 million. These cash out flows were offset by a decrease of Accounts receivable of $0.2
million and net income of $1.7 million, supplemented by $0.6 million in non-cash charges for amortization and depreciation.
The Company’s financial statements have been presented assuming that the Company will continue as a going concern. The Company’s rate of cash
used in operating activities has accelerated and there is doubt as to whether the Company’s liquidity and capital resources are sufficient to allow the
Company to meet its needs for the next twelve months. These conditions raise substantial doubt about the ability of the Company to continue as a going
concern. The Company is seeking to fill open positions, expedite needed components, improve the performance of management, and find new sources of
components where necessary. The Company has engaged a consulting firm to assess and improve its operational capabilities. These actions are intended to
mitigate the substantial doubt raised by the Company’s historical operating results and current shipping difficulties. There can be no assurance that such a
plan will be successful.
Sale-Leaseback of St. Louis Property
On June 16, 2022 the Company entered into a sale agreement for the Company’s headquarters and manufacturing facilities located at 1720 Sublette
Avenue in St. Louis, Missouri. Simultaneously with the closing of the sale of the property, the Company entered into a lease with the buyer with a fifteen year
term. Under the terms of the lease agreement, the Company’s initial basic rent is approximately $57,400 per month, with annual increases of approximately 2%
each year of the initial term.
Pursuant to the agreement for the sale of the St. Louis headquarters property, $1,500,000 of the sales proceeds is held in escrow to pay for the repair
and/or replacement of certain agreed upon items, including the roof, HVAC system and certain lighting in the offices. Any funds remaining in the
Improvement Escrow will be paid to the Company when the improvements are substantially completed.
Of the Company’s $4.3 million increase in cash during fiscal year 2022, $8.1 million was due to the closing of the sale leaseback. The sale leaseback
has also resulted in an increase in the Company’s operating cash needs by the amount of the rent under the new lease, which is $57,400 per month.
North Mill Loan Agreement
The Company is party to a Loan and Security Agreement with North Mill Capital, LLC ("North Mill”), as successor in interest to Summit Financial
Resources, L.P., dated effective February 27, 2017, as amended April 16, 2018, April 24, 2019, December 18, 2020, October 7, 2021 and June 13, 2022 (as
amended, the "Credit Agreement”). Pursuant to the Credit Agreement, the Company obtained a secured revolving credit facility (the "Credit Facility”). The
Company’s obligations under the Credit Facility are secured by all of the Company’s personal property, both tangible and intangible, pursuant to the terms
and subject to the conditions set forth in the Credit Agreement. Availability of funds under the Credit Agreement is based on the Company’s accounts
receivable and inventory but will not exceed $4,000,000. At June 30, 2022 borrowing under the agreement was $2,466,360, maximum available borrowing based
on eligible collateral was $3,345,123, resulting in availability of $878,763.
Availability of funds under the Credit Agreement is based on the Company’s eligible accounts receivable and eligible inventory but will not exceed
$4,000,000. In determining eligible Accounts Receivable Advances several classifications are considered ineligible and are subtracted from the Company’s
total Accounts Receivable before calculating eligible Accounts Receivable. Ineligible receivables include receivables from governmental entities, receivables
to be paid by credit card, uninsured international receivables, receivables over 90 days old, and receivables from customers with a significant concentration of
receivables over 90 days old. The Company may be advanced up to 85% of eligible Accounts Receivable under the loan agreement.
Accounts Receivable is dependent on sales revenue. Decreased sales revenue has resulted in decreased Accounts Receivable available for loan
collateral. At June 30, 2022 the Company had Accounts Receivable of $1,672,581 included as eligible collateral in determining total available borrowing
advances under the loan agreement.
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In determining eligible inventory several categories of inventory are subtracted from total inventory. Work in Process Inventory, Packaging and
Supplies, and Inventory Reserves are subtracted from total inventory to calculate eligible inventory. The Company may be advanced up to 25% of eligible
inventory. Advances from inventory are limited by the lesser of the calculated eligible inventory, two million dollars ($2,000,000), or the amount advanced from
eligible Accounts Receivable. At June 30, 2022 the Company had $1,672,581 from Inventory included as eligible collateral in determining total available
borrowing under the loan agreement. At June 30, 2022 Inventory Advances were limited by the eligible Accounts Receivable Advance of $1,672,581.
The Credit Facility will be available, subject to its terms, on a revolving basis until it expires on September 30, 2024, at which time all amounts
outstanding under the Credit Facility will be due and payable. Advances will bear interest at a rate equal to 2.00% in excess of the prime rate as reported in the
Wall Street Journal. Interest is computed based on the actual number of days elapsed over a year of 360 days. In addition to interest, the Credit facility
requires that the Company pay the lender a monthly administration fee in an amount equal to forty-seven hundredths percent (0.47%) of the average
outstanding daily principal amount of loan advances for each calendar month, or portion thereof.
Regardless of the amount borrowed under the Credit Facility, the Company will pay a minimum amount of .25% (25 basis points) per month on the
maximum availability ($10,000 per month).
Under the Credit Agreement, advances are generally subject to customary borrowing conditions and to North Mill’s sole discretion to fund the
advances. The Credit Agreement also contains covenants with which the Company must comply during the term of the Credit Facility. Among other things,
such covenants require the Company to maintain insurance on the collateral, operate in the ordinary course and not engage in a change of control, dissolve or
wind up the Company.
The Credit Agreement also contains certain events of default including, without limitation: the failure to make payments when due; the material
breach of representations or warranties contained in the Credit Agreement or other loan documents; cross-default with other indebtedness of the Company;
the entry of judgments or fines that may have a material adverse effect on the Company; failure to comply with the observance or performance of covenants
contained in the Credit Agreement or other loan documents; insolvency of the Company, appointment of a receiver, commencement of bankruptcy or other
insolvency proceedings; dissolution of the Company; the attachment of any state or federal tax lien; attachment or levy upon or seizure of the Company’s
property; or any change in the Company’s condition that may have a material adverse effect. After an event of default, and upon the continuation thereof, the
principal amount of all loans made under the Credit Facility would bear interest at a rate per annum equal to 20.00% above the otherwise applicable interest
rate (provided, that the interest rate may not exceed the highest rate permissible under law) and would have the option to accelerate maturity and payment of
the Company’s obligations under the Credit Facility. The Company was in compliance with all of the covenants associated with the Credit Facility at June 30,
2022.
PPP Loan
On April 13, 2020, the Company entered into a Payroll Protection Program (PPP) loan agreement (the "SBA Loan”) with Jefferson Bank and Trust
Company under the recently enacted Coronavirus Aid, Relief, and Economic Security Act ("CARES Act”) administered by the U.S. Small Business
Administration (the "SBA”). The Company received total proceeds of $2.375 million from the SBA Loan. In accordance with the requirements of the CARES
Act, the Company used proceeds from the SBA Loan for payroll costs and other permitted uses.
The loan, including all principal and accrued interest, was forgiven on June 11, 2021.
At June 30, 2022 the Company had $10.6 million indebtedness, including lease obligations, short-term debt, and long term debt. The prime rate as
reported in the Wall Street Journal was 4.75% on June 30, 2022.
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The following table summarizes the Company’s contractual obligations at June 30, 2022:
Payments due by period
Less than
1-3
3-5
More than
Contractual Obligations
Total
1 year
years
years
5 years
Long-Term Debt
$
10,577,556
$
2,603,249
$
318,926
426,243
7,229,138
Capital Lease Obligations
—
—
—
—
—
Operating Leases
$
6,790
$
4,527
$
2,263
$
—
—
Unconditional Purchase Obligations
—
—
—
—
—
Other Long-Term Obligations
—
—
—
—
—
Total Contractual Cash Obligations
$
10,584,346
$
2,607,776
$
321,189
$
426,243
$
7,229,138
Capital expenditures were approximately $75,000, $167,000, and $758,000 in fiscal 2022, 2021, and 2020, respectively. The Company believes that cash
flows from operations and available borrowings under its credit facilities will be sufficient to finance fixed payments and planned capital expenditures of $1.6
million in 2023. Pursuant to the agreement for the sale of the St. Louis headquarters property, $1,500,000 of the sales proceeds is held in escrow to pay for the
repair and/or replacement of certain agreed upon items, including the roof, HVAC system and certain lighting in the offices. It is anticipated that these capital
expenditures will be completed in 2023.
At June 30, 2022, the Company had $10.6 million outstanding debt. During fiscal 2022 the Company had $28.5 million in borrowings and $28.1 million
in repayments under the Credit Agreement. The Company received cash from a failed sale-leaseback reflected as a financial liability on the Companies balance
sheet of $8.1 million net of financing costs of $0.2 million. Cash used in operations was $4.1 million in fiscal 2022. Cash used in operations in fiscal 2021 was
$3.8 million and cash from operations in fiscal 2020 was $0.6 million. Our cash flows may be further negatively impacted by decreases in sales, market
conditions, and adverse changes in working capital. While we believe that our borrowing capacity under the Credit Agreement provides sufficient financial
flexibility, continued negative cash flows could negatively affect our ability to access the Credit Agreement or to repay amounts borrowed and we might need
to secure additional sources of funds, which may or may not be available to us.
In 2022, inflation in the price of raw materials and purchased components negatively impacted earnings by approximately $1.3 million dollars. The
Company experienced a material direct impact of $21,000 in 2022, and $35,000 in 2021, from changes in trade policy or tariffs. The Company also believes a
portion of its increased raw materials costs were due to tariffs imposed on steel and aluminum import. The Company makes its foreign sales in U.S. dollars and,
accordingly, sales proceeds are not affected by exchange rate fluctuations. However, fluctuations in exchange rates can affect the price of our products in
local currency, which does impact the pace of incoming orders.
Quarterly Results
The following table sets forth selected operating results for the eight quarters ended June 30, 2022. The information for each of these quarters is
unaudited, but includes all normal recurring adjustments which the Company considers necessary for a fair presentation thereof. These operating results,
however, are not necessarily indicative of results for any future period. Further, operating results may fluctuate as a result of the timing of orders, the
Company’s product and customer mix, the introduction of new products by the Company and its competitors, and overall trends in the health care industry
and the economy. While these patterns have an impact on the Company’s quarterly operations, the Company is unable to predict the extent of this impact in
any particular period.
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Dollars in thousands, except per share data
June 30, March 31, Dec. 31, Sept. 30, June 30, March 31, Dec. 31, Sept. 30,
Three months ended,
2022
2022
2021
2021
2021
2021
2020
2020
Net sales
$
6,015
$
6,867
$
6,807
$ 7,358
$ 7,018
$
7,967
$
11,104
$
10,190
Gross profit
443
440
707
937
1,188
1,435
2,612
1,874
Income (loss) from operations
(1,266)
(1,232)
(1,130)
(952)
(745)
(381)
734
(135)
Net income (loss)
(1,935)
(1,280)
(1,162)
(984)
1,553
(413)
700
(153)
Basic earnings (loss) per share
(0.48)
(0.32)
(0.29)
(0.25)
0.39
(0.10)
0.17
(0.04)
Diluted earnings (loss) per share
(0.48)
(0.32)
(0.29)
(0.25)
0.39
(0.10)
0.17
(0.04)
Earnings per share is computed independently for each of the quarters presented. Therefore, the sum of the quarterly amounts will not necessarily
equal the total for the 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 such claims over its self-insured retention will be covered by the Company’s product liability insurance.
In addition, the Company has received a demand letter from a vendor for $586,000 and is committed to ongoing expenses related to the remediation of
its property in Stuyvesant Falls, New York. See Part I, Item 3 for a discussion of these material legal proceedings.
Off Balance Sheet Arrangements
The Company does not have any off balance sheet arrangements.
Recently Issued Accounting Pronouncements
See Part II, Item 8, Note 2 "Summary of Significant Accounting Policies” for a discussion of recent accounting pronouncements and their impact on
the Company’s financial statements, if any.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
At June 30, 2022, the Company had $2.5 million debt outstanding under the revolving credit facility. The revolving credit facility bears an interest rate
using the prime rate as reported in the Wall Street Journal 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 June 30, 2022. Allied has international sales; however these sales
are denominated in U.S. dollars, mitigating foreign exchange rate fluctuation risk.
Item 8. Financial Statements and Supplementary Data
The following described financial statements of Allied Healthcare Products, Inc. are included in response to this item:
Report of Independent Registered Public Accounting Firm. (PCAOB No. 41)
Statement of Operations for the fiscal years ended June 30, 2022, 2021 and 2020.
Balance Sheet for the fiscal years ended June 30, 2022 and 2021.
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27
Statement of Changes in Stockholders’ Equity for the fiscal years ended June 30, 2022, 2021 and 2020.
Statement of Cash Flows for the fiscal years ended June 30, 2022, 2021 and 2020.
Notes to Financial Statements.
All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
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28
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders
Allied Healthcare Products, Inc.
Opinion On The Financial Statements
We have audited the accompanying balance sheet of Allied Healthcare Products, Inc. (the Company) as of June 30, 2022 and 2021, the related statements of
operations, changes in stockholders’ equity and cash flows for each of the three years in the period ended June 30, 2022, and the related notes (collectively
referred to as the "financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company
as of June 30, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2022, in conformity
with accounting principles generally accepted in the United States of America.
Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern.
Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
Basis For Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial
statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB”)
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of
the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor
were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of
internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a
reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to
be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our
especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the financial
statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on
the accounts or disclosures to which it relates.
Inventory Reserve for Obsolete and Excess Inventory - Refer To Notes 2 And 10 To The Financial Statements
Critical Audit Matter Description
Inventory is recorded at the lower of cost, determined using the last-in, first-out ("LIFO”) method, or market. Inventory is recorded net of a reserve for
obsolete and excess inventory which is determined primarily based on an analysis of inventory items with no usage in the preceding year and for inventory
items for which there is greater than two years’ usage on hand. When quantities on hand exceed usage benchmarks, a write-down is recorded for such excess
inventory. Changes in assumptions of product demand could have a significant impact on the amount of write-down recorded.
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29
Given the inherent uncertainty in forecasting future inventory usage, including the impact of forecasting future sales activity, auditing the reasonableness of
the reserve for obsolete and excess inventory required a high degree of auditor judgment and an increased extent of effort.
How the Critical Audit Matter was Addressed in the Audit
Our audit procedures related to the reserve for obsolete and excess inventory included the following, among others:
●
We tested the completeness and existence of management’s obsolete and excess inventory listing that is utilized in the year-end reserve
calculation.
●
We assessed that management’s calculations were consistently applied year over year.
●
We tested the mathematical accuracy of management’s calculations.
●
We selected a sample of products and verified that the expected future inventory usage was supported by historical sales data and other current
information.
/s/RubinBrown LLP
We have served as the Company’s auditor since 2003.
St. Louis, Missouri
October 7, 2022
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30
ALLIED HEALTHCARE PRODUCTS, INC.
STATEMENT OF OPERATIONS
Year ended June 30,
2022
2021
2020
Net sales
$
27,046,587
$
36,279,476
$
31,894,262
Cost of sales
24,519,174
29,169,980
26,323,646
Gross profit
2,527,413
7,109,496
5,570,616
Selling, general and administrative expenses
7,107,388
7,636,318
8,632,795
Loss from operations
(4,579,975)
(526,822)
(3,062,179)
Other (income) expenses:
Interest expense
191,450
115,975
64,682
Interest income
(176)
(233)
(654)
Payroll Protection Program loan forgiveness
—
(2,402,236)
—
Other, net
(9,493)
—
18,252
181,781
(2,286,494)
82,280
Income (loss) before provision for (benefit from) income taxes
(4,761,756)
1,759,672
(3,144,459)
Provision for (benefit from) income taxes
599,672
72,484
(130,359)
Net income (loss)
$
(5,361,428)
$
1,687,188
$
(3,014,100)
Basic income (loss) per share:
$
(1.34)
$
0.42
$
(0.75)
Diluted income (loss) per share:
$
(1.34)
$
0.42
$
(0.75)
Weighted average shares outstanding - Basic
4,013,537
4,013,537
4,013,537
Weighted average shares outstanding - Diluted
4,013,537
4,026,446
4,013,537
See accompanying Notes to Financial Statements.
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31
ALLIED HEALTHCARE PRODUCTS, INC.
BALANCE SHEET
June 30, 2022
June 30, 2021
ASSETS
Current assets:
Cash and cash equivalents
$
3,317,047
$
726,223
Restricted cash
1,500,000
—
Accounts receivable, net of allowances of $170,000
2,369,956
2,929,751
Inventories, net
8,471,527
9,450,731
Income tax receivable
—
9,800
Other current assets
423,000
268,136
Total current assets
16,081,530
13,384,641
Property, plant and equipment, net
3,351,155
3,727,384
Operating lease assets
8,301
13,078
Restricted cash
229,600
—
Deferred income taxes
—
577,088
Total assets
$
19,670,586
$
17,702,191
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Revolving credit facility
$
2,466,360
$
2,077,440
Current portion of financial liability
131,519
—
Current portion of operating lease liablity
5,370
4,777
Accounts payable
1,210,828
1,898,747
Customer deposits
912,632
575,930
Other accrued liabilities
1,255,490
2,557,135
Total current liabilities
5,982,199
7,114,029
Long-term operating lease liability
2,931
8,301
Long-term portion of financial liability
7,971,376
—
Long-term environmental liability
480,000
—
Commitments and contingencies (Notes 6 and 11)
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; 5,213,902 shares issued at June 30,
2022 and June 30, 2021; 4,013,537 shares outstanding at June 30, 2022 and June 30, 2021
52,139
52,139
Additional paid-in capital
48,523,385
48,507,738
Accumulated deficit
(22,360,656)
(16,999,228)
Less: treasury stock, at cost; 1,200,365 shares at June 30, 2022 and 2021
(20,980,788)
(20,980,788)
Total stockholders’ equity
5,234,080
10,579,861
Total liabilities and stockholders’ equity
$
19,670,586
$
17,702,191
See accompanying Notes to Financial Statements.
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32
ALLIED HEALTHCARE PRODUCTS, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
Additional
Common
Paid-in
Accumulated
Treasury
Stock
Capital
Deficit
Stock
Total
Balance, June 30, 2019
$
52,139
$
48,491,317
$
(15,672,316) $
(20,980,788) $
11,890,352
Stock based compensation
—
2,415
—
—
2,415
Net loss for the year ended June 30, 2020
—
—
(3,014,100)
—
(3,014,100)
Balance, June 30, 2020
52,139
48,493,732
(18,686,416)
(20,980,788)
8,878,667
Stock based compensation
—
14,006
—
—
14,006
Net income for the year ended June 30, 2021
—
—
1,687,188
—
1,687,188
Balance, June 30, 2021
52,139
48,507,738
(16,999,228)
(20,980,788)
10,579,861
Stock based compensation
—
15,647
—
—
15,647
Net loss for the year ended June 30, 2022
—
—
(5,361,428)
—
(5,361,428)
Balance, June 30, 2022
$
52,139
$
48,523,385
$
(22,360,656) $
(20,980,788) $
5,234,080
See accompanying Notes to Financial Statements.
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33
ALLIED HEALTHCARE PRODUCTS, INC.
STATEMENT OF CASH FLOWS
Year ended June 30,
2022
2021
2020
Cash flows from operating activities:
Net income (loss)
$
(5,361,428) $
1,687,188
$
(3,014,100)
Adjustments to reconcile net income (loss) to net cash provided by (used in)
operating activities:
Depreciation and amortization
451,265
579,472
619,801
Stock based compensation
15,647
14,006
2,415
Provision for doubtful accounts and sales returns and allowances
4,472
19,001
21,750
PPP loan forgiveness
—
(2,402,236)
—
Deferred tax provision
577,088
63,679
(138,876)
Changes in operating assets and liabilities:
Accounts receivable
555,323
155,067
39,720
Inventories
979,204
(522,043)
(1,595,593)
Income tax receivable
9,800
2,378
—
Customer deposits
336,702
(2,256,440)
2,269,465
Other current assets
(154,864)
(38,331)
15,103
Accounts payable
(687,919)
(1,041,259)
1,330,172
Other accrued liabilities
(821,646)
(44,619)
1,097,724
Net cash provided by (used in) operating activities
(4,096,356)
(3,784,137)
647,581
Cash flows from investing activities:
Capital expenditures
(75,036)
(167,163)
(617,811)
Net cash used in investing activities
(75,036)
(167,163)
(617,811)
Cash flows from financing activities:
Borrowings under revolving credit agreement
28,536,287
36,717,068
32,856,428
Payments under revolving credit agreement
(28,147,367)
(34,639,628)
(32,856,428)
Proceeds from sale-leaseback transaction
8,102,896
—
—
Proceeds from Payroll Protection Program loan
—
—
2,374,859
Net cash provided by financing activities
8,491,816
2,077,440
2,374,859
Net increase (decrease) in cash, cash equivalents and restricted cash
4,320,424
(1,873,860)
2,404,629
Cash, cash equivalents and restricted cash at beginning of year
726,223
2,600,083
195,454
Cash, cash equivalents and restricted cash at end of year
$
5,046,647
$
726,223
$
2,600,083
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Income taxes
$
9,363
$
6,428
$
8,517
Interest
$
191,450
$
115,975
$
64,682
Non-cash investing and financing activities
Lease liability and right of use asset arising from operating leases
$
—
$
—
$
17,326
Capital expenditures included in accounts payable at year end
$
—
$
—
$
140,602
See accompanying Notes to Financial Statements.
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34
ALLIED HEALTHCARE PRODUCTS, INC.
NOTES TO FINANCIAL STATEMENTS
1. Organization
Allied Healthcare Products, Inc. (the "Company” or "Allied”) is a manufacturer of respiratory products used in the health care industry in a wide
range of hospital and alternate site settings, including post-acute care facilities, home health care and trauma care. The Company’s product lines include
respiratory care products, medical gas equipment and emergency medical products.
2. Summary of Significant Accounting Policies
The significant accounting policies followed by the Company are described below.
Use of estimates
The policies utilized by the Company in the preparation of the financial statements conform to accounting principles generally accepted in the United
States of America, and require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from those estimates.
Revenue recognition
The Company’s revenues are derived primarily from the sales of respiratory products, medical gas equipment and emergency medical products. The
products are generally sold directly to distributors, customers affiliated with buying groups, individual customers and construction contractors, throughout
the world.
The Company recognizes revenue from product sales upon satisfaction of its performance obligation which occurs on the transfer of control of the
product, which is generally upon shipment or delivery, depending on the delivery terms set forth in the customer contract. Payment terms between Allied and
its customers vary by the type of customer, country of sale, and the products offered. The term between invoicing and the payment due date is not
significant.
Management exercises judgment in estimating variable consideration. Provisions for early payment discounts, rebates and returns and other
adjustments are provided for in the period the related sales are recorded. Historical data is readily available and reliable, and is used for estimating the amount
of the reduction in gross sales.
The Company provides rebates to wholesalers. Rebate amounts are based upon purchases using contractual amount for each product sold. Factors
used in the rebate calculations include the identification of which products have been sold subject to a rebate and the customer or price terms that apply.
Using known contractual allowances, the Company estimates the amount of the rebate that will be paid, and records the liability as a reduction of gross sales
when it records the sale of the product. Settlement of the rebate generally occurs in the month following the sale.
The Company regularly analyzes the historical rebate trends and adjusts reserves for changes in trends and terms of rebate programs. Historically,
adjustments to prior years’ rebate accruals have not been material to net income.
Other allowances charged against gross sales include cash discounts and returns, which are not significant. Cash discounts are known within 15 to
30 days of sale, and therefore can be reliably estimated. Returns can be reliably estimated because the Company’s historical returns are low, and because sales
return terms and other sales terms have remained relatively unchanged for several periods. Product warranties are also not significant.
The Company does not allocate transaction price as the Company has only one performance obligation and its contracts do not span multiple
periods. All taxes imposed on and concurrent with revenue producing transactions and collected by the Company are excluded from the measurement of
transaction price.
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35
Marketing and Advertising Costs
Promotional and advertising costs are expensed as incurred and are included in selling, general and administrative expenses in the Statement of
Operations. Advertising expenses for the years ended June 30, 2022, 2021 and 2020 were $400, $0, and $3,550, respectively.
Cash and cash equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid investments with a maturity of three months or less when
acquired to be cash equivalents.
The Company maintains funds in bank accounts that, at times, may exceed the limit insured by the Federal Deposit Insurance Corporation. The risk of
loss attributable to these uninsured balances is mitigated by depositing funds only in high credit quality financial institutions. The Company has not
experienced any losses in such accounts.
The Company includes restricted cash along with the cash balance for presentation in the statements of cash flows. The reconciliation between the
balance sheet and the statement of cash flows at June 30 is as follows:
2022
2021
Cash and cash equivalents
$
3,317,047
$
726,223
Restricted Cash
1,729,600
—
Total cash, cash equivalents and restricted cash
$
5,046,647
$
726,223
Restricted Cash
Restricted cash includes cash in escrow that is restricted to capital improvements of the building and payment of rent.
Foreign currency transactions
Allied has international sales which are denominated in U.S. dollars, the functional currency for these transactions.
Accounts receivable and concentrations of credit risk
Accounts receivable are recorded at the invoiced amount. The Company performs ongoing credit evaluations of its customers and generally does
not require collateral. The Company maintains reserves for potential credit losses based on past experience and an analysis of current amounts due, and
historically such losses have been within management’s expectations. The Company maintains an allowance for doubtful accounts to reflect the collectibility
of accounts receivable based on past collection history and specific risks identified among uncollected accounts. Accounts receivable are charged to the
allowance for doubtful accounts when the Company determines that the receivable will not be collected and/or when the account has been referred to a third
party collection agency. The Company’s customers can be grouped into three main categories: medical equipment distributors, construction contractors and
health care institutions. At June 30, 2022, the Company believes that it has no significant concentration of credit risk.
Inventories
Inventories are stated at the lower of cost, determined using the last-in, first-out ("LIFO”) method, or market. If the first-in, first-out method (which
approximates replacement cost) had been used in determining cost, inventories would have been $2,951,941 and $2,149,560 higher at June 30, 2022 and 2021,
respectively. Changes in the LIFO reserve are included in cost of sales. Cost of sales was reduced by $37,470, $0, and $0 in fiscal 2022, 2021, and 2020
respectively, as a result of LIFO liquidations. Costs in inventory include raw materials, direct labor and manufacturing overhead.
Inventory is recorded net of a reserve for obsolete and excess inventory which is determined primarily based on an analysis of inventory items with
no usage in the preceding year and for inventory items for which there is greater than two years’ usage on hand. The reserve for obsolete and excess
inventory was $2,413,104 and $2,174,149 at June 30, 2022 and 2021, respectively.
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36
Property, plant and equipment
Property, plant and equipment are recorded at cost and are depreciated using the straight-line method over the estimated useful lives of the assets,
which range from 3 to 35 years. Expenditures for repairs, maintenance and renewals are charged to income as incurred. Expenditures, which improve an asset
or extend its estimated useful life, are capitalized. When properties are retired or otherwise disposed of, the related cost and accumulated depreciation are
removed from the accounts and any gain or loss is included in income.
Impairment of long-lived assets
The Company evaluates impairment of long-lived assets under the provisions of ASC Topic 360: "Property, Plant and Equipment.” ASC 360 provides
a single accounting model for long-lived assets to be disposed of and reviewed for impairment whenever events or changes in circumstances indicate that the
carrying amount of the assets may not be recoverable. Under ASC 360, if the sum of the expected future cash flows (undiscounted and without interest
charges) of the long-lived assets is less than the carrying amount of such assets, an impairment loss will be recognized. No impairment losses of long-lived
assets or identifiable intangibles were recorded by the Company for fiscal years ended June 30, 2022, 2021, and 2020.
Collective Bargaining Agreement
At June 30, 2022, the Company had approximately 146 full-time employees. Approximately 82 employees in the Company’s principal manufacturing
facility located in St. Louis, Missouri, are covered by a collective bargaining agreement that will expire on July 31, 2024.
Self-insurance
The Company maintains a self-insurance program for a portion of its health care costs. Self-insurance costs are accrued based upon the aggregate of
the liability for reported claims and the estimated liability for claims incurred but not reported. As of June 30, 2022 and 2021, the Company had $125,000 and
$120,000, respectively, of accrued liabilities related to health care claims. In order to establish the self-insurance reserves, the Company utilized actuarial
estimates of expected claims based on analyses of historical data.
Fair value of financial instruments
The Company’s financial instruments include cash, accounts receivable, the revolving line of credit and accounts payable. The carrying amounts for
cash, accounts receivable, the revolving line of credit and accounts payable approximate their fair value due to the short maturity of these instruments.
Income taxes
The Company accounts for income taxes under ASC Topic 740: "Income Taxes.” Under ASC 740, the deferred tax provision is determined using the
liability method, whereby deferred tax assets and liabilities are recognized based upon temporary differences between the financial statement and income tax
bases of assets and liabilities using enacted tax rates that are expected to apply to taxable income when such assets and liabilities are anticipated to be settled
or realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as tax expense or benefit in the period that includes the
enactment date of the change. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. In
assessing the need for a valuation allowance the Company first considers the reversals of existing temporary deferred tax liabilities and available tax planning
strategies. To the extent these items are not sufficient to cause the realization of deferred tax assets, the Company considers the availability of future taxable
income to the extent such income is considered likely to occur based on the Company’s earnings history, current income trends and projections.
Considering its history of operating losses, the Company does not rely on the existence of future taxable income as it currently cannot conclude
future taxable income is likely to occur. The Company does rely on reversals of existing temporary deferred tax liabilities and tax planning strategies to the
extent available to support the value of its existing deferred tax assets. In 2022, the Company concluded that its previously relied upon tax planning strategies
were no longer available to support the value of any deferred tax assets. Accordingly, in 2022 a full valuation allowance was recorded. To the extent the
Company’s deferred tax assets exceed the amount supportable through reversals of existing deferred tax liabilities, a valuation allowance will be recorded
against the excess deferred tax assets.
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37
The Company recognizes tax liabilities when, despite the Company’s belief that its tax return positions are supportable, the Company believes that
certain positions may not be fully sustained upon review by tax authorities. Benefits from tax positions are measured at the largest amount of benefit that is
greater than 50 percent likely of being realized upon settlement. To the extent the Company deems it necessary to record a liability for its tax positions, the
current portion of the liability is included in income taxes payable and the noncurrent portion is included in other liabilities on the balance sheet. If upon the
final tax outcome of these matters the ultimate liability is different than the amounts recorded, such differences are reflected in income tax expense in the period
in which such determination is made. The Company files a federal and multiple state income tax returns. With few exceptions, the Company’s federal and state
income tax returns are open for fiscal years ending after June 30, 2019.
The Company classifies interest expenses on taxes payable as interest expense. Penalties are classified as a component of other expenses.
Research and development costs
Research and development costs are expensed as incurred and are included in selling, general and administrative expenses. Research and
development expenses for the years ended June 30, 2022, 2021 and 2020 were $260,439, $571,535, and $595,236, respectively.
Earnings per share
Basic earnings per share are based on the weighted average number of shares of common stock outstanding during the year. 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
weighted average number of basic shares outstanding for the years ended June 30, 2022, 2021 and 2020 was 4,013,537 shares. The weighted average number of
diluted shares outstanding for the years ended June 30, 2022, 2021 and 2020 was 4,013,537, 4,026,446 and 4,013,537 shares, respectively. The dilutive effect of
the Company’s employee and director stock option plans are determined by use of the treasury stock method. There are no potential common shares excluded
from the calculation of net loss per share, as their effect would be anti-dilutive for the years ended June 30, 2022 and 2020. For the year ended June 30, 2021,
there was 20,250 potential common shares excluded from the calculation of net income per share, as their effect would be anti-dilutive.
The following information is necessary to calculate earnings per share for the periods presented:
Year ended June 30,
2022
2021
2020
Net income (loss), as reported
$
(5,361,428)
$
1,687,188
$
(3,014,100)
Weighted average common shares outstanding
4,013,537
4,013,537
4,013,537
Effect of dilutive stock options
—
12,909
—
Weighted average diluted common shares outstanding
4,013,537
4,026,446
4,013,537
Net income (loss) per common share
Basic
$
(1.34)
$
0.42
$
(0.75)
Diluted
$
(1.34)
$
0.42
$
(0.75)
Employee stock options excluded from computation of diluted income per share amounts because
their effect would be anti-dilutive
—
20,250
—
Employee stock-based compensation
The company follows the provisions of ASC Topic 718: "Compensation – Stock Compensation”, which sets accounting requirements for "share-
based” compensation to employees, including employee stock purchase plans, and requires companies to recognize in the statement of operations the grant-
date fair value of the stock options and other equity-based compensation.
The fair value of options granted is estimated on the date of grant using the Black-Scholes option-pricing model. The following table summarizes the
weighted average assumptions utilized in the Black-Scholes option pricing model for options granted during the fiscal years ended June 30, 2022, 2021 and
2020.
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38
2022
2021
2020
Weighted-average fair value
$
4.29
$
6.44
$
0.61
Weighted-average volatility
114 %
109 %
53 %
Weighted-average expected life (in years)
6.0
6.0
6.0
Weighted-average risk-free interest rate
1.34 %
0.52 %
1.77 %
Dividend yield
0 %
0 %
0 %
Expected volatility is based on the historical volatility of the Company’s common stock to estimate future volatility. The risk-free rates are taken from
rates as published by the Federal Reserve and represent the yields on actively traded treasury securities for terms equal or approximately equal to the
expected terms of the options. The expected term is calculated using the SEC Staff Accounting Bulletin 107 (ASC 718-10-S99) simplified method. Forfeitures
are recognized as they occur. The dividend yield is zero based on the fact that the Company has no intention of paying dividends in the near term.
Share-based compensation expense included in the Statement of Operations for the fiscal years ended June 30, 2022, 2021 and 2020 was
approximately $15,647, $14,006 and $2,415, respectively. Unrecognized shared-based compensation cost related to unvested stock options as of June 30, 2022
amounts to approximately $6,000. The cost is expected to be recognized through fiscal 2025.
The Company recognized an income tax benefit for share-based compensation arrangements of approximately $6,000, $6,000 and $1,000 respectively
for the years ended June 30, 2022, 2021 and 2020, all of which were fully offset by an increase in the deferred tax asset valuation allowance.
No stock options were exercised during fiscal years 2022, 2021 and 2020.
Recently Issued Accounting Pronouncements
The Company adopted ASU 2016-13: Financial Instruments - Credit Losses as of the beginning of the fiscal year 2022. This update introduces the
current expected credit loss (CECL) model, which requires an entity to measure credit losses for certain financial instruments and financial assets, including
trade receivables. Under this update, on initial recognition and at each reporting period, an entity is required to recognize an allowance that reflects the
entity’s current estimate of credit losses expected to be incurred over the life of the financial instrument. The adoption of this standard did not have a material
impact on the Company’s financial statements.
In December 2019, the FASB issued ASU 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,” which is intended to
simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also
clarifies and amends existing guidance to improve consistent application. ASU 2019-12 was effective for the Company beginning in the first quarter of 2022.
The adoption of this standard did not have a material impact on the Company’s financial statements and related disclosures.
Environmental Remediation
The Company is subject to federal and state requirements for protection of the environment, including the remediation of contaminated sites. The
Company’s policy is to accrue and charge to current expense identified exposures related to environmental remediation sites when it is probable that a liability
has been incurred and the amount can be reasonably estimated. The amount of the liability is based on the best estimate or the low end of a range of
reasonably possible exposure for investigation, cleanup, and monitoring costs to be incurred. Estimated remediation costs are not discounted to present
value.
On January 30, 2020, the Company filed a Citizen Participation Plan with the New York Department of Environmental Conservation under its
Brownfield Cleanup Program. The plan was filed with respect to the Company’s property in Stuyvesant Falls, New York. The plan recognizes that the soil and
groundwater at the Stuyvesant Falls facility is impacted by chemical compounds exceeding regulatory standards. On October 13, 2020, the Company executed
a Brownfield Cleanup Program Agreement with the Department of Environmental Conservation with respect to the property. Under the agreement, the
Company has voluntarily agreed to conduct, at its expense, certain remedial investigations and remedial actions with respect to suspected soil and
groundwater contamination at the site with oversight by the department.
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The Company’s best estimate of the expected cost to remediate the site is $1.3 million. The Company recorded $1.1 million as an expense in the fiscal
year ended June 30, 2020 and is reflected in other accrued liabilities and selling, general and administrative expenses in the Company’s financial statements.
During fiscal 2022, the Company recorded an additional $171,000 charge to income and reclassified $0.5 million to long-term liability to reflect the rescheduling
of the remediation. As of June 30, 2022, the Company has paid approximately $634,000 in remediation expenses which have been charged to the reserve.
Risk and Uncertainties, Going Concern, Liquidity and Management’s Plan
The Company believes that the Covid-19 pandemic resulted in increased sales of ventilator products in fiscal 2021, however, this peak in demand
ended in fiscal 2021 and the impacts of the COVID-19 continue to develop. In fiscal 2022 demand dropped from the peak, and the Company believes that
COVID-19 is no longer contributing positively to product demand.
3. Going Concern
The Company follows the Financial Accounting Standards Board ("FASB”) Accounting Standards Codification ("ASC”) 205-40, Going Concern.
This guidance requires an entity to disclose certain information about an entity’s ability to continue as a going concern and to provide related disclosures in
certain circumstances. The following information reflects the results of management’s assessment, plans, and conclusion of the Company’s ability to continue
as a going concern.
Historically, the Company has experienced, and continues to experience, losses from operations and net losses. Additionally, the Company expects
to incur significant environmental costs that are planned to be expended over the next year (Note 11) and faces several challenges which are currently
negatively impacting the Company’s operations. Since the onset of the pandemic the Company has found it difficult to hire and retain hourly workers. This
has led to the requirement for additional overtime for existing employees, inefficiency, and contributed to delays in shipments.
The Company has experienced increasing cost for both raw materials and components. In fiscal year 2021, the Company estimates that inflationary
price increases raised product cost by approximately $500,000. In fiscal year 2022, the Company estimates that inflationary price increases raised product cost
by an additional $1.3 million dollars. The Company has, where possible, increased prices on certain products to maintain margins at acceptable levels
offsetting these cost increases.
Supply chain, staffing, and management issues have led to higher levels of delayed shipments to customers, lower sales, and an increase in past-due
backlog. In the past year, the Company has been unable to produce or obtain product to fulfill its order backlog. Lower sales have resulted in a decrease in
earnings and liquidity.
The Company is seeking to fill open positions, expedite needed components, improve the performance of management, and find new sources of
components where necessary. The Company has engaged a consulting firm to assess and improve its operational capabilities. These actions are intended to
mitigate the substantial doubt raised by the Company’s historical operating results, and current shipping difficulties.
The ability of the Company to continue as a going concern is dependent upon its ability to fulfill its current order backlog and return future order
backlogs to historic levels while maintain an adequate gross profit. There is no certainty that the needed improvements can be made. As a result, management
of the Company has concluded that this uncertainty creates substantial doubt on the Company’s ability to continue as a going concern within one year after
the issuance date. The accompanying financial statements do not include any adjustments that might be necessary should the Company be unable to
continue as going concern.
4. Financing
North Mill Loan
The Company is party to a Loan and Security Agreement with North Mill Capital, LLC ("North Mill”), as successor in interest to Summit Financial
Resources, L.P., dated effective February 27, 2017, as amended April 16, 2018, April 24, 2019, December 18, 2020, October 7, 2021 and June 13, 2022 (as
amended, the "Credit Agreement”). Pursuant to the Credit Agreement, the Company obtained a secured revolving credit facility (the "Credit Facility”). The
Company’s obligations under the Credit Facility are secured by all of the Company’s personal property, both tangible and intangible, pursuant to the terms
and subject to the conditions set forth in the Credit Agreement. Availability of funds under the Credit Agreement is based on the Company’s accounts
receivable and inventory but will not exceed $4,000,000. At June 30, 2022 borrowing under the agreement was $2,466,360, maximum available borrowing based
on eligible collateral was $3,345,123, resulting in availability of $878,763.
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40
Availability of funds under the Credit Agreement is based on the Company’s eligible accounts receivable and eligible inventory but will not exceed
$4,000,000. In determining eligible Accounts Receivable Advances several classifications are considered ineligible and are subtracted from the Company’s
total Accounts Receivable before calculating eligible Accounts Receivable. Ineligible receivables include receivables from governmental entities, receivables
to be paid by credit card, uninsured international receivables, receivables over 90 days old, and receivables from customers with a significant concentration of
receivables over 90 days old. The Company may be advanced up to 85% of eligible Accounts Receivable under the loan agreement.
Accounts Receivable is dependent on sales revenue. Decreased sales revenue has resulted in decreased Accounts Receivable available for loan
collateral. At June 30, 2022 the Company had Accounts Receivable of $1,672,581 included as eligible collateral in determining total available borrowing
advances under the loan agreement.
In determining eligible inventory several categories of inventory are subtracted from total inventory. Work in Process Inventory, Packaging and
Supplies, and Inventory Reserves are subtracted from total inventory to calculate eligible inventory. The Company may be advanced up to 25% of eligible
inventory. Advances from inventory are limited by the lesser of the calculated eligible inventory, two million dollars ($2,000,000), or the amount advanced from
eligible Accounts Receivable. At June 30, 2022 the Company had $1,672,581 from Inventory included as eligible collateral in determining total available
borrowing under the loan agreement. At June 30, 2022 Inventory Advances were limited by the eligible Accounts Receivable Advance of $1,672,581.
The Credit Facility will be available, subject to its terms, on a revolving basis until it expires on September 30, 2024, at which time all amounts
outstanding under the Credit Facility will be due and payable. Advances will bear interest at a rate equal to 2.00% in excess of the prime rate as reported in the
Wall Street Journal. Interest is computed based on the actual number of days elapsed over a year of 360 days. In addition to interest, the Credit facility
requires that the Company pay the lender a monthly administration fee in an amount equal to forty-seven hundredths percent (0.47%) of the average
outstanding daily principal amount of loan advances for each calendar month, or portion thereof.
Regardless of the amount borrowed under the Credit Facility, the Company will pay a minimum amount of .25% (25 basis points) per month on the
maximum availability ($10,000 per month).
Under the Credit Agreement, advances are generally subject to customary borrowing conditions and to North Mill’s sole discretion to fund the
advances. The Credit Agreement also contains covenants with which the Company must comply during the term of the Credit Facility. Among other things,
such covenants require the Company to maintain insurance on the collateral, operate in the ordinary course and not engage in a change of control, dissolve or
wind up the Company.
The Credit Agreement also contains certain events of default including, without limitation: the failure to make payments when due; the material
breach of representations or warranties contained in the Credit Agreement or other loan documents; cross-default with other indebtedness of the Company;
the entry of judgments or fines that may have a material adverse effect on the Company; failure to comply with the observance or performance of covenants
contained in the Credit Agreement or other loan documents; insolvency of the Company, appointment of a receiver, commencement of bankruptcy or other
insolvency proceedings; dissolution of the Company; the attachment of any state or federal tax lien; attachment or levy upon or seizure of the Company’s
property; or any change in the Company’s condition that may have a material adverse effect. After an event of default, and upon the continuation thereof, the
principal amount of all loans made under the Credit Facility would bear interest at a rate per annum equal to 20.00% above the otherwise applicable interest
rate (provided, that the interest rate may not exceed the highest rate permissible under law), and would have the option to accelerate maturity and payment of
the Company’s obligations under the Credit Facility.
The Company was in compliance with all of the covenants associated with the Credit Facility at June 30, 2022.
PPP Loan
On April 13, 2020, the Company entered into a Payroll Protection Program (PPP) loan agreement (the "SBA Loan”) with Jefferson Bank and Trust
Company under the recently enacted Coronavirus Aid, Relief, and Economic Security Act ("CARES Act”) administered by the U.S. Small Business
Administration (the "SBA”). The Company received total proceeds of $2.375 million from the SBA Loan. In accordance with the requirements of the CARES
Act, the Company used proceeds from the SBA Loan for payroll costs and other permitted uses. The SBA Loan was scheduled to mature on April 13, 2022
and had a 1.00% interest rate and is subject to the terms and conditions applicable to loans administered by the U.S. Small Business Administration under the
CARES Act.
The loan, including all principal and accrued interest, was forgiven on June 11, 2021.
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41
The company elected to account for the PPP Loan using FASB ASC 470, Debt. The related forgiveness income is included in other income for the
year ended June 30, 2021.
According to the rules of the SBA, the Company is required to retain PPP Loan documentation for six years after the date the loan is forgiven or
repaid in full, and permit authorized representatives of the SBA, including representatives of its Office of Inspector General, to access such files upon request.
Should the SBA conduct such a review and reject all or some of the Company’s judgments pertaining to satisfying PPP Loan eligibility or forgiveness
conditions, the Company may be required to adjust previously reported amounts and disclosures in the financial statements.
At June 30, 2022, the Company had $10.6 million indebtedness, including lease obligations, financial liabilty and short-term debt. The prime rate as
reported in the Wall Street Journal was 4.75% on June 30, 2022.
5. Sale-Leaseback Financing Transaction
On June 16, 2022 the Company sold the Company’s headquarters and manufacturing facilities located at 1720 Sublette Avenue in St. Louis, Missouri.
Simultaneously, the Company entered into a lease agreement with the buyer of the property (the sale of the property and simultaneous leaseback is referred to
as the "Sale-Leaseback”). The Sale-Leaseback is repayable over a 15-year and ten day term, with five renewal options of five years each. Under the terms of
the lease agreement, the Company’s initial basic rent is approximately $57,400 per month, with annual increases of approximately 2% each year of the initial
term.
The Company accounted for the Sale-Leaseback as a financing transaction with the purchaser of the property in accordance with ASC 842 as the
lease agreement was determined to be a finance lease. The Company concluded the lease agreement met the qualifications to be classified as a finance lease
due to the significance of the present value of the lease payments, using a discount rate of 6.75% to reflect the Company’s incremental borrowing rate,
compared to the fair value of the leased property as of the lease commencement date.
The presence of a finance lease indicates that control of the St. Louis property has not transferred to the buyer/lessor and, as such, the transaction
was deemed a failed sale-leaseback and must be accounted for as a financing arrangement. As a result of this determination, the Company is viewed as having
received the sales proceeds from the buyer/lessor in the form of a hypothetical loan collateralized by its leased facilities. The hypothetical loan is payable as
principal and interest in the form of "lease payments” to the buyer/lessor. As such, the Company will not derecognize the property from its books for
accounting purposes until the lease ends.
As of June 30, 2022, the carrying value of the financing liability was $8,102,895, net of $212,667 in debt issuance costs, of which $131,519 was
classified as current on the Consolidated Balance Sheet with $7,971,376 classified as long-term. The monthly lease payments are split between a reduction of
principal and interest expense using the effective interest rate method. Interest expense associated with the financing arrangement was $15,585 for the year
ended June 30, 2022. No gain or loss was recognized related to the Sale-Leaseback under U.S. GAAP for the fiscal year ended June 30, 2022.
Pursuant to the agreement for the sale of the St. Louis headquarters property, $1,500,000 of the purchase price (the "Improvement Escrow”) is subject
to an escrow agreement to pay for the repair and/or replacement of certain agreed upon work, including the roof, HVAC system and certain lighting in the
offices. Any funds remaining in the Improvement Escrow will be paid to the Company when the improvements are substantially completed. Pursuant to the
lease, an amount equal to four months of initial rental payments ($229,600) is being held in escrow to guaranty the payment by the Company of rent for the
first two years of this lease. Any funds remaining in the rent escrow will be paid to the Company on July 1, 2024. As of June 30, 2022, the carrying value of
restricted cash from this transaction was $1,729,600.
The Company will depreciate the building down to zero over the remaining economic life of the property so that at the end of the financing liability
term, the remaining carrying amount of the financing liability will equal the carrying amount of the land of $873,200.
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Remaining future cash payments related to the financing liability, assuming the exercise of two renewal options of five years each, for the fiscal years
ending June 30 are as follows:
2023
$
688,800
2024
702,576
2025
716,628
2026
730,960
2027
745,579
Thereafter
19,359,359
Total Minimum Liability Payments
22,943,902
Imputed Interest
(14,841,007)
Total
$
8,102,895
6. Lease Commitments
The Company leases vehicles and equipment, generally for terms of three to five years.
The Company follows the requirements of ASC Topic 842, Leases ("ASC 842” or "Topic 842”). The Company has elected to not apply the
recognition requirements in Topic 842 to short-term leases (i.e., leases of 12 months or less). Instead, as permitted by Topic 842, the Company recognizes the
lease payments under its short-term leases in profit or loss on a straight-line basis over the lease term. The Company elected this accounting policy for all
classes of underlying assets. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent
the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and liabilities are recognized at the lease commencement date
based on the estimated present value of lease payments over the lease term. The Company generally uses the rate implicit in the lease to discount lease
payments to present value.
As of June 30, 2022, the Company had vehicles and equipment financed under operating leases with lease terms expiring through 2024. Rent expense
consists of monthly rental payments under the terms of the Company’s lease agreements recognized on a straight-line basis.
The following table sets forth the Company’s future minimum lease payments under operating lease liabilities recorded on the Company’s balance
sheet as of June 30, 2022.
Maturity of
Operating Lease
Fiscal years ending
Liabilities
2023
6,065
2024
3,032
Total lease payments
9,097
Less: amounts representing interest
796
Present value of lease liabilities
8,301
Less: current portion
5,370
Long-term portion
$
2,931
The Company’s operating lease cost amounted to $71,234 in 2022 and $59,432 in 2021. Expenses are classified within selling, general and
administrative expenses in the Company’s statement of operations for the year ended June 30, 2022 and 2021.
The table below presents lease-related terms and discount rates as of June 30, 2022.
June 30, 2022 June 30, 2021 June 30, 2020
Weighted average remaining lease terms
Operating leases
1.5 years
2.5 years
3.5 years
Weighted average discount rate
Operating leases
12 %
12 %
12 %
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43
7. Income Taxes
The provision for (benefit from) income taxes consists of the following:
2022
2021
2020
Current:
Federal
$
89,733
$
—
$
84,420
State
38,578
8,805
23,093
Less net operating loss carryforward applied
(105,727)
—
(98,996)
Total current
22,584
8,805
8,517
Deferred:
Federal
(943,677)
(644,606)
(182,517)
State
(214,462)
(78,641)
4,405
Valuation allowance
1,735,227
786,926
39,236
Total deferred
577,088
63,679
(138,876)
Provision (benefit)
$
599,672
$
72,484
$
(130,359)
A reconciliation of income taxes, with the amounts computed at the statutory federal rate is as follows:
2022
2021
2020
Computed tax at federal statutory rate
$
(1,004,711)
$
367,682
$
(662,125)
State income taxes, net of federal tax (benefit) provision
(146,553)
(13,771)
(17,475)
Non deductible expenses
854
1,570
506,798
Federal research credit
—
(28,428)
(31,076)
Non taxable income from PPP Loan forgiveness
—
(504,470)
—
State NOLs
1,522
11,602
30,397
Stock Options - Expired
13,543
5,243
3,763
Change in tax law allowing deductibilty of PPP Loan related expenses
—
(553,653)
—
Other, net
(210)
(217)
123
Valuation allowance
1,735,227
786,926
39,236
Total
$
599,672
$
72,484
$
(130,359)
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44
The deferred tax assets and deferred tax liabilities recorded on the balance sheet as of June 30, 2022 and 2021 are as follows:
2022
2021
Deferred tax assets
Bad debts
$
25,500
$
25,500
Intangible assets
150
745
Accrued liabilities
343,269
458,337
Stock options
13,329
23,403
Depreciation
1,196,223
—
Net operating loss and credit carryforwards
4,377,126
4,505,628
Total Assets
5,955,597
5,013,613
Deferred tax liabilities
Prepaid expenses
6,177
10,341
Inventory
473,929
529,045
Depreciation
—
209,997
Other
178,272
125,147
Total Liabilities
658,378
874,530
Valuation allowance
(5,297,219)
(3,561,995)
Total deferred taxes
$
0
$
577,088
At June 30, 2022, there were $12.8 million dollars of federal net operating loss carryforwards which will expire in 2031 through 2038 and $3.8 million
subject to indefinite carryforward. In addition, the Company has state tax net operating losses of approximately $8.3 million that expire in varying years from
2022 through 2042 and $0.8 million subject to indefinite carryforward.
The Company files a federal and multiple state income tax returns. With few exceptions the Company’s federal and state income tax returns are open
for fiscal years ending after June 30, 2019.
The Company has not taken any uncertain tax positions on its federal or state income tax filings for open tax years.
8. Employee Retirement Benefits
The Company offers a retirement savings plan under Section 401(k) of the Internal Revenue Code to certain eligible salaried employees. Each
employee may elect to enter a written salary deferral agreement under which a portion of such employee’s pre-tax earnings may be contributed to the plan.
During the fiscal years ended June 30, 2022, 2021 and 2020, the Company made contributions of $182,026, $186,366, and $185,000, respectively, to the
retirement savings plan. The Company contributes 2% of eligible salaried employee’s annual income to the plan. In addition, the Company provides a 25%
match on the first 8% of employee deferrals for eligible employees.
The risk of participating in multi-employer pension plan is different from single-employer plans. Assets contributed to a multi-employer plan by one
employer may be used to provide benefits to employees of other participating employers. If a participating employer stops contributing to the plan, the
unfunded obligations of the plan may be borne by the remaining participating employers.
The Company’s participation in a multi-employer pension plan for the year ended June 30, 2022, is outlined in the table below. The "EIN/PN” column
provides the Employee Identification Number (EIN) and the three-digit plan number (PN). The audit of the pension plan for the year ended June 30, 2021 is not
yet completed. The most recent Pension Protection Act (PPA) zone status for 2020 and 2019 is for the plan year-ends as indicated below. The zone status is
based on information that the Company obtained from the annual funding notice for District No. 9 International Association of Machinists and Aerospace
Workers Pension Trust. Among other factors, plans in the red zone are less than 65 percent funded, plans in the yellow zone are between 65 and 80 percent
funded, and plans in the green zone are at least 80 percent funded. The "FIP/RP Status Pending/Implemented” column indicates plans for which a financial
improvement plan (FIP) or a rehabilitation plan (RP) is either pending or has been implemented. In addition to regular plan contributions, the Company may be
subject to a surcharge if the plan is in the red zone. The "Surcharge Imposed” column indicates whether a surcharge has been imposed on contributions to the
plan. The last column lists the expiration date(s) of the collective-bargaining agreement (CBA) to which the plan is subject.
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45
PPA Zone Status
Contributions by the Company
FIP/RP
Status
Pending/
Surcharge
Expiration
Pension Trust Fund
EIN/PN
2020
2019
Implemented
2022
2021
2020
Imposed
Date of CBA
District No. 9
51-0138317/001
Yellow
Yellow
Implemented
International
Association of
Machinists and
Aerospace Workers
Pension Plan
12/31/2020
12/31/2019
Yes
$
321,011
$
315,342
$
245,824
No
7/31/2024
The Company was not listed in the Form 5500 for the above plan as of the plan year ends as providing more than 5 percent of total contributions.
Under federal pension law, a plan generally is in "endangered” status if its funded percentage is less than 80% (other factors may apply).
If a pension plan enters endangered status, the trustees of the plan are required to adopt a funding improvement plan. Funding improvement plans
establish benchmarks for pension plans to improve their funding status over a specified period of time.
The plan was first certified as being in endangered status in the 2019 Plan Year because the Plan was projected to have a funding deficiency in the
2023 Plan Year. The Plan continues to be in endangered status in the 2020 Plan Year because funding improvement plan contribution rate increases are
required to eliminate the Plan’s projected deficiency.
In an effort to improve the Plan’s funding situation, the Board of Trustees adopted a funding improvement plan that includes increases in the
contribution by employers and/or decreases in the benefit accrual rate for members.
As a result, Allied Healthcare Products, Inc. and District 9 of the International Association of Machinist were required to collectively bargain the
required Contribution Rate Increase and the impact on the Future Benefit Accrual. On June 30, 2021 the two parties reached agreement on the Funding
Improvement Plan. Under the plan, future benefit accruals are eliminated for members and the monthly employer contribution rate will increase by 80%.
Additional contributions under the plan began on December 1, 2021.
9. Stock Based Compensation
The Company has established a 2005 Directors Non-Qualified Stock Option Plan and a 2013 Incentive Plan for Non-Employee Directors (collectively
the "Directors Plans”). The Directors Plans provide for the granting of options to the Company’s directors who are not employees of the Company to
purchase shares of common stock at prices equal to the fair market value of the stock on the date of grant. Options to purchase up to 75,000 shares of common
stock may be granted under the Directors Plans. Options shall become exercisable with respect to one-fourth of the shares covered thereby on each
anniversary of the date of grant, commencing on the second anniversary of the date granted, except for certain options which become exercisable with respect
to all of the shares covered thereby one year after the grant date. The right to exercise the options expires in ten years from the date of grant, or earlier if an
option holder ceases to be a director of the Company.
Upon stock-settled compensation exercises and awards, the Company issues new shares of common stock.
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46
A summary of stock option transactions in fiscal 2020, 2021 and 2022, respectively, pursuant to the Employee Plans and the Directors Plans is as
follows:
Weighted
Average
Weighted
Remaining
Aggregate
Average
Contractual
Intrinsic
Shares
Exercise Price
Term (years)
Value
June 30, 2019
45,000
$
5.52
Options Granted
7,500
$
1.20
Options Exercised
—
$
0.00
Options Forfeited or Expired
(9,750)
$
6.00
June 30, 2020
42,750
$
4.65
4.1
$
304,768
Options Granted
3,000
$
7.86
Options Exercised
—
$
0.00
Options Forfeited or Expired
(2,250)
$
8.68
June 30, 2021
43,500
$
4.66
3.8
$
41,915
Options Granted
3,000
$
5.09
Options Exercised
—
$
0.00
Options Forfeited or Expired
(17,250)
$
7.01
June 30, 2022
29,250
$
3.32
5.6
$
3,200
Exercisable at June 30, 2022
22,500
$
3.44
4.7
$
1,663
The following table provides additional information for options outstanding and exercisable at June 30, 2022:
Options Outstanding
Weighted Average Weighted Average
Range of Exercise Prices
Number
Remaining Life
Exercise Price
$1.17 - 1.99
7,500
7.5 years
$
1.20
$2.00 - 3.99
11,250
4.4 years
$
2.42
$4.00 - 7.86
10,500
5.4 years
$
5.80
$1.17 - 7.86
29,250
5.6 years
$
3.32
Options Exercisable
Weighted Average
Range of Exercise Prices
Number
Exercise Price
$1.17 - 1.99
3,750
$
1.19
$2.00 - 3.99
11,250
$
2.42
$4.00 -7.86
7,500
$
6.08
$1.17 - 7.86
22,500
$
3.44
See Note 2 for discussion of accounting for stock awards and related fair value disclosures.
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47
10. Supplemental Balance Sheet Information
June 30,
2022
2021
Inventories
Work in progress
$
604,253
$
829,962
Component parts
8,905,109
8,994,457
Finished goods
1,375,269
1,800,461
Reserve for obsolete and excess inventory
(2,413,104)
(2,174,149)
$
8,471,527
$
9,450,731
Estimated
Useful Life
(years)
Property, plant and equipment
Machinery and equipment
3-10
$
19,073,964
$
18,998,928
Buildings
28-35
13,055,628
13,055,628
Land and land improvements
5-7
919,566
919,566
Total property, plant and equipment at cost
33,049,158
32,974,122
Less accumulated depreciation and amortization
(29,698,003)
(29,246,738)
$
3,351,155
$
3,727,384
Depreciation and amortization expense was approximately $0.5 million, $0.6 million, and $0.6 million for the fiscal years ended June 30, 2022, 2021 and
2020, respectively.
Other accrued liabilities
Accrued compensation expense
$
804,080
$
1,323,901
Environmental remediation
176,062
976,720
Other
275,348
256,514
$
1,255,490
$
2,557,135
11. Commitments and Contingencies
Legal Claims
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 intends to continue to conduct business in such a manner as to avert any FDA action seeking to interrupt or suspend
manufacturing or require any recall or modification of products.
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.
Stuyvesant Falls Remediation
On January 30, 2020, the Company filed a Citizen Participation Plan with the New York Department of Environmental Conservation under its
Brownfield Cleanup Program. The plan was filed with respect to the Company’s property in Stuyvesant Falls, New York. The plan recognizes that the soil and
groundwater at the Stuyvesant Falls facility is impacted by chemical compounds exceeding regulatory standards. On October 13, 2020, the Company executed
a Brownfield Cleanup Program Agreement with the Department of Environmental Conservation with respect to the property. Under the agreement, the
Company has voluntarily agreed to conduct, at its expense, certain remedial investigations and remedial actions with respect to suspected soil and
groundwater contamination at the site with oversight by the department.
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48
The Company’s best estimate of the expected cost to remediate the site is $1.3 million. The Company recorded $1.1 million as an expense in the fiscal
year ended June 30, 2020 and is reflected in other accrued liabilities and selling, general and administrative expenses in the Company’s financial statements.
During the fiscal year ended June 30, 2022, the Company recorded an additional $171,000. As of June 30, 2022, the Company has paid approximately $634,000
in remediation expenses which have been charged to the initial reserve.
Vendor Demand Letter
On June 22, 2022, the Company received a demand letter from one of its vendors, International Control Services, Inc. ("ICS”) for $586,000 as payment
on outstanding ICS invoices. The invoices in question cover components which the Company rejected as defective, certain charges for prior years and
purchases the Company cancelled which ICS claims were non-cancellable. The Company’s standard purchase orders provide that the Company may reject
defective parts and that all purchases are cancellable by the Company for its convenience. The Company disputes all of ICS’s claims, including that any
portion of the subject purchases were non-cancellable. No litigation has been commenced as of this filing, but the Company will defend any such lawsuit. The
Company notes that the range of loss is between $0 and $586,000. The Company has not recorded a provision for this matter because, at this early stage, there
is insufficient information to determine the likelihood of loss or to estimate any possible loss.
Liability for future environmental expenditures
2022
2021
Beginning Balance
$
976,720
$
1,037,000
Charges to income
170,552
—
Remedial and investigatory spending
491,210
60,280
Ending Balance
$
656,062
$
976,720
Reflected in the Balance sheet as:
Current, included in Other Liabilities
$
176,062
$
976,720
Long-term environmental
480,000
—
Total
$
656,062
$
976,720
Employment Contract
On April 20, 2021, the Company entered into an employment contract with its chief executive officer, Joseph F. Ondrus, Jr., which provides for an
initial term of three years with annual renewals. The contract includes termination without cause and change of control provisions, under which the chief
executive officer is entitled to continued payments of annual salary and benefits if the Company terminates his employment without cause or he voluntarily
terminates his employment with "good reason.” "Good Reason” generally includes changes in the scope of his duties or location of employment but also
includes (i) the Company’s written election not to renew the Employment Agreement and (ii) certain voluntary resignations by the chief executive officer
following a "Change of Control” as defined in the Agreement.
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49
12. Segment Information
The Company operates in one segment consisting of the manufacturing, marketing and distribution of a variety of respiratory products used in the
health care industry to hospitals, hospital equipment dealers, hospital construction contractors, home health care dealers and emergency medical product
dealers. The Company’s product lines include respiratory care products, medical gas equipment and emergency medical products. The Company does not
have any one single customer that represents more than 10 percent of total sales. Disaggregation information of sales by region, and by product, are as
follows:
Sales by Region
2022
2021
2020
Domestic United States
$
20,672,291
$
24,162,321
$
23,138,276
Europe
366,175
4,069,672
1,422,660
Canada
636,681
1,310,440
829,901
Latin America
2,262,172
2,819,165
3,122,929
Middle East
498,695
1,189,139
693,716
Far East
2,610,573
2,727,508
2,686,206
Other International
—
1,231
574
$
27,046,587
$
36,279,476
$
31,894,262
Sales by Product
2022
2021
2020
Respiratory care products
$
8,177,500
$
8,082,974
$
8,555,954
Medical gas equipment
13,449,542
15,943,246
15,282,732
Emergency medical products
5,419,545
12,253,256
8,055,576
$
27,046,587
$
36,279,476
$
31,894,262
13. Quarterly Financial Data (unaudited)
Summarized quarterly financial data for fiscal 2022 and 2021 appears below (all amounts in thousands except per share amounts):
June 30, March 31,
Dec. 31,
Sept. 30,
June 30,
March 31,
Dec. 31,
Sept. 30,
Three months ended,
2022
2022
2021
2021
2021
2021
2020
2020
Net sales
$
6,015
$
6,867
$
6,807
$
7,358
$
7,018
$
7,967
$
11,104
$
10,190
Gross profit
443
440
707
937
1,188
1,435
2,612
1,874
Income (loss) from operations
(1,266)
(1,232)
(1,130)
(952)
(745)
(381)
734
(135)
Net income (loss)
(1,935)
(1,280)
(1,162)
(984)
1,553
(413)
700
(153)
Basic earnings (loss) per share
(0.48)
(0.32)
(0.29)
(0.25)
0.39
(0.10)
0.17
(0.04)
Diluted earnings (loss) per share
(0.48)
(0.32)
(0.29)
(0.25)
0.39
(0.10)
0.17
(0.04)
Earnings per share is computed independently for each of the quarters presented. Therefore, the sum of the quarterly amounts will not necessarily
equal the total for the year.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
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50
Item 9A. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in the reports that we file or
submit under the Securities Exchange Act of 1934, as amended (the "Exchange Act”), is recorded, processed, summarized and reported within the time
period specified in the rules and forms of the SEC, and that such information is accumulated and communicated to management, including our Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In connection with our Annual
Report on Form 10-K for the fiscal year ended June 30, 2022, as required under Rule 13a-15(b) of the Exchange Act, our management, including our
Chief Executive Officer and Chief Financial Officer, conducted an evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures were effective as of the date of such evaluation to provide reasonable assurance that information required to be
disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the
time periods specified by the SEC’s rules and forms.
(b) Internal control over financial reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, which is defined as a
process designed by, or under supervision of, our principal executive and principal financial officer and effected by our Board of Directors,
management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any
evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate. However these inherent limitations are known features of the financial
reporting process. It is possible to design into the process safeguards to reduce, though not eliminate, the risk that misstatements are not prevented or
detected on a timely basis.
Management assessed the effectiveness of our internal control over financial reporting as of June 30, 2022. In making this assessment,
management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-
Integrated Framework (2013). Based on this assessment, our management concluded that, as of June 30, 2022, our internal control over financial
reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation and presentation of financial
statements for external purposes in accordance with generally accepted accounting principles.
There were no changes to the Company’s internal controls over financial reporting during the fourth quarter that have materially affected, or
are reasonably likely to materially affect the Company’s internal controls over financial reporting.
Item 9B. Other Information
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
A list of our executive officers and biographical information appears under the caption "Information About our Executive Officers,” in Part I of this
report. A definitive proxy statement is expected to be filed with the Securities and Exchange Commission within 120 days after June 30, 2022. The information
required by this item is set forth under the caption "Election of Directors”, under the caption "Executive Officers”, and under the caption Section 16(a)
Beneficial Ownership Reporting Compliance in the definitive proxy statement, which information is incorporated herein by reference thereto.
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51
Item 11. Executive Compensation
The information required by this item is set forth under the caption "Executive Compensation” in the definitive proxy statement, which information is
incorporated herein by reference thereto.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is set forth under the caption "Security Ownership of Certain Beneficial Owners and Management” in the
definitive proxy statement, which information is incorporated herein by reference thereto.
Item 13. Certain Relationships and Related Transactions, and Director Independence
None
Item 14. Principal Accounting Fees and Services
The information required by this item will appear in the section entitled "Audit Fees” included in the definitive proxy statement relating to the 2022
Annual Meeting of stockholders and such information is incorporated herein by reference.
PART IV
Item 15. Exhibits and Financial Statement Schedules
1. Financial Statements
The following financial statements of the Company are included in response to Item 8:
Statement of Operations for the years ended June 30, 2022, 2021, and 2020
Balance Sheet at June 30, 2022 and 2021
Statement of Changes in Stockholders’ Equity for the years ended June 30, 2022, 2021 and 2020
Statement of Cash Flows for the years ended June 30, 2022, 2021 and 2020
Notes to Financial Statements
Report of Independent Registered Public Accounting Firm
2. Financial Statement Schedule
Financial statement schedules which are not required under applicable regulations or related instructions and notes thereto or which are inapplicable
have been omitted.
3. Exhibits
The exhibits listed on the accompanying Index to Exhibits are filed as part of this Report.
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52
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
By:
/s/ Joseph F. Ondrus
Joseph F. Ondrus
President and Chief Executive Officer
/s/ Daniel C. Dunn
Daniel C. Dunn
Vice President, Chief Financial Officer, and Secretary
Dated: October 7, 2022
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on October 7th, 2022.
Signatures
Title
*
Chairman of the Board
John D. Weil
*
President, Chief Executive Officer and Director (Principal Executive Officer)
Joseph F. Ondrus
*
Joseph Root
Director
*
Judy Graves
Director
*
Susan Deuser
Director
* By:
/s/ Joseph F. Ondrus
Joseph F. Ondrus
Attorney-in-Fact
* Such signature has been affixed pursuant to Power of Attorney.
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53
INDEX TO EXHIBITS
Exhibit
No.
Description
3.1
Amended and Restated Certificate of Incorporation of the Registrant (filed as Exhibit 3(1) to the Company’s Registration Statement on
Form S-1, as amended, Registration No. 33-40128, filed with the Commission on May 8, 1991 (the "Registration Statement”) and
incorporated herein by reference)
3.1.1
Certificate of Amendment to Amended and Restated Certificate of Incorporation (filed as Exhibit 99.1 to Current Report on Form 8-K filed
December 6, 2016 with event date of December 5, 2016 and incorporated by reference)
3.2
By-Laws of the Registrant (filed as Exhibit 3(2) to the Registration Statement and incorporated herein by reference)
4
Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
10.1
NCG Trademark License Agreement, dated April 16, 1982, between Liquid Air Corporation and Allied Healthcare Products, Inc. (filed as
Exhibit 10(24) to the Registration Statement and incorporated herein by reference)
10.2
Employee Stock Purchase Plan (filed as Exhibit 10(3) to the Company’s Annual Report on Form 10-K for the year ended June 30, 1998 and
incorporated by reference)
10.3
Form of Indemnification Agreement with officers and directors (filed as Exhibit 10.22 to the 2001 Form 10-K and incorporated herein by
reference).
10.4
Employment Agreement, by and between the Company and Joseph F. Ondrus, Jr., dated April 20, 2021 (filed as Exhibit 99.1 to Current
Report on Form 8-K filed April 21, 2021).
10.4.1
Change of Control Agreement dated March 16, 2007 by and between Allied Healthcare Products, Inc. and certain executive officers (filed
as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2007 and incorporated by
reference)
10.5
Allied Healthcare Products, Inc. 2009 Incentive Stock Plan (filed as Appendix A to the Company’s 2009 Proxy Statement on Schedule
14A)
10.6
Loan and Security Agreement dated February 27, 2017 by and between the Company and North Mill Capital, LLC, as successor in interest
to Summit Financial Resources, L.P. (filed as Exhibit 99.1 to Current Report on Form 8-K filed March 1, 2017 with event date of February
27, 2017 and incorporated by reference)
10.6.1
First Amendment to Loan and Security Agreement, dated April 16, 2018 (filed as Exhibit 99.1 to Current Report on Form 8-K filed April 20,
2018 with event date of April 16, 2018)
10.6.2
Second Amendment to Loan and Security Agreement, dated April 24, 2019 (filed as Exhibit 99.1 to Current Report on Form 8-K filed on
April 25, 2019 with event date of April 24, 2019)
10.6.3
Third Amendment to Loan and Security Agreement, dated December 18, 2020 (filed as Exhibit 99.1 to Current Report on Form 8-K filed on
December 22, 2020 with event date of December 18, 2020)
10.6.4
Fourth Amendment to Loan and Security Agreement, dated December 18, 2020 (filed as Exhibit 10.6.4 to Quarterly Report on Form 10-Q
filed on February 14, 2022).
10.6.5
Fifth Amendment to Loan and Security Agreement, dated December 18, 2020 (filed as Exhibit 10.6.5 to Current Report on Form 8-K filed on
June 14, 2022 with event date of June 14, 2022).
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54
10.7
Patent License Agreement, dated June 8, 2012, by and between Allied Healthcare Products, Inc. and Armstrong Medical Limited (filed as
Exhibit 10.12 to the Company’s annual report on for the fiscal year ended June 30, 2012 on Form 10-K and incorporated by reference).
10.8
Purchase and Sale Agreement, dated June 16, 2022, by and between the Company and Fyler Storage Properties, LLC (filed as Exhibit 99.1
to the Company’s current report on Form 8-K on June 16, 2022 and incorporated by reference).
10.9
Commercial Lease, dated June 16, 2022, by and between the Company and Fyler Storage Properties, LLC (filed as Exhibit 99.2 to the
Company’s current report on Form 8-K on June 16, 2022 and incorporated by reference).
23.1
Consent of RubinBrown LLP (filed herewith)
24
Form of Power of Attorney – (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 (provided herewith)*
32.2
Sarbanes-Oxley Certification of Chief Financial Officer (provided herewith)*
101
Pursuant to Rule 405 of Regulation S-T, the following financial information from the Company’s Annual Report on Form 10-K for the
fiscal year ended June 30, 2022, is formatted in XBRL interactive data files: (i) Statement of Operations for the fiscal years ended June 30,
2022, 2021 and 2020; (ii) Balance Sheet at June 30, 2022 and June 30, 2021; (iii) Statement of Changes in Stockholders’ Equity for the fiscal
years ended June 30, 2022, 2021 and 2020; (iv) Statement of Cash Flows for the fiscal years ended June 30, 2021, 2020 and 2019; and (v)
Notes to Financial Statements.
* Notwithstanding any incorporation of this Annual Report on Form 10-K 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.
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 33-99960, 33-86019, 33-45147, 33-45146, 333-16489, 333-
132223 and 333-177837) of Allied Healthcare Products, Inc. of our report dated October 7, 2022, relating to the financial statements, which appear in this Form
10-K.
Our report contains an explanatory paragraph that states that the Company has suffered recurring losses from operations, which raise substantial doubt about
its ability to continue as a going concern.
/s/ RubinBrown LLP
St. Louis, Missouri
October 7, 2022
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints Joseph F. Ondrus as his
true and lawful attorney-in fact and agent, each with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign the
2022 Annual Report on Form 10-K of Allied Healthcare Products, Inc., and to file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite as fully to all intents and purposes as he might or could do in person, and ratifying and confirming all that said attorney-in-
fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Exhibit 31.1
CERTIFICATION
I, JOSEPH F. ONDRUS, certify that:
1. I have reviewed this Form 10-K of ALLIED HEALTHCARE PRODUCTS, INC.;
2. Based on my knowledge, this 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 officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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 is made known to us by others within those entities, particularly during the period in which this report is
being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of
the disclosure 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
(the registrant's fourth fiscal quarter in the case of an annual report) 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 officer(s) 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 the 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 over 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 control over
financial reporting.
Date: October 7, 2022
/s/ Joseph F. Ondrus
Joseph F. Ondrus
President & Chief Executive Officer
Exhibit 31.2
CERTIFICATION
I, DANIEL C. DUNN, certify that:
1. I have reviewed this Form 10-K of ALLIED HEALTHCARE PRODUCTS, INC.;
2. Based on my knowledge, this 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 officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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 is made known to us by others within those entities, particularly during the period in which this report is
being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of
the disclosure 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
(the registrant's fourth fiscal quarter in the case of an annual report) 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 officer(s) 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 the 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 over 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 control over
financial reporting.
Date: October 7, 2022
/s/ DANIEL C. DUNN
Daniel C. Dunn
Vice President, Chief Financial Officer & Secretary
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
Annual Report on Form 10-K for the fiscal year ended June 30, 2022 (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/ Joseph F. Ondrus
Joseph F. Ondrus
President & Chief Executive Officer
October 7, 2022
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
Annual Report on Form 10-K for the fiscal year ended June 30, 2022 (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
October 7, 2022