-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E/vf5wqDFAfvvNm0hHaWbZeVWr+FPRw+22VwJxjTCoBsJPrBB00W90WFelZ1I3H0 i+Q68YoVDiK8N9GZ/WCHBA== 0000950136-02-003282.txt : 20021120 0000950136-02-003282.hdr.sgml : 20021120 20021119210155 ACCESSION NUMBER: 0000950136-02-003282 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021119 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021120 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIED HEALTHCARE INTERNATIONAL INC CENTRAL INDEX KEY: 0000890634 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOME HEALTH CARE SERVICES [8082] IRS NUMBER: 133098275 STATE OF INCORPORATION: NY FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11570 FILM NUMBER: 02834007 BUSINESS ADDRESS: STREET 1: 555 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127500064 MAIL ADDRESS: STREET 1: 555 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: TRANSWORLD HOME HEALTHCARE INC DATE OF NAME CHANGE: 19940728 FORMER COMPANY: FORMER CONFORMED NAME: TRANSWORLD HEALTHCARE INC DATE OF NAME CHANGE: 19970610 8-K 1 file001.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): NOVEMBER 19, 2002 (NOVEMBER 19, 2002) -------------------- ALLIED HEALTHCARE INTERNATIONAL INC. ------------------------------------ (EXACT NAME OF REGISTRANT AS SPECIFIED ON ITS CHARTER) 1-11570 13-3098275 - ----------------------------- ------------------------------------ (COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NUMBER) NEW YORK -------------------------------------------------------------- (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) 555 MADISON AVENUE, NEW YORK, NEW YORK 10022 -------------------------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (212) 750-0064 ---------------------------------------------------- (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) - ------------------------------------------------------------------------------- (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) ITEM 5. OTHER EVENTS. On November 19, 2002, Allied Healthcare International Inc. (the "Company") issued a press release announcing its earnings for the quarter and fiscal year ended September 30, 2002. A copy of the press release is attached to this Form 8-K. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. 99.1 Press release dated November 19, 2002. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: November 19, 2002 ALLIED HEALTHCARE INTERNATIONAL INC. By: /s/ Daniel A. Bergeron ------------------------ Name: Daniel A. Bergeron Title: Vice President and Chief Financial Officer EX-99.1 3 file002.txt PRESS RELEASE DATED NOVEMBER 19, 2002 FOR IMMEDIATE RELEASE For Further Information Contact: NOVEMBER 19, 2002 Susan Lewis, 303-804-0494 slewis@pairelations.com Daniel A. Bergeron, Chief Financial Officer 212-750-0064 ALLIED HEALTHCARE INTERNATIONAL INC. REPORTS RECORD FISCAL 2002 FOURTH QUARTER AND YEAR-END RESULTS o 2002 REVENUE UP 68 PERCENT o OPERATING INCOME* UP 326 PERCENT o BASIC EPS* FOR THE YEAR $0.45 NEW YORK...November 19, 2002 - Allied Healthcare International Inc. (AMEX: ADH), formerly Transworld Healthcare Inc., a leading, international provider of flexible healthcare staffing services, announced today results for its fiscal 2002 fourth quarter and year ended September 30, 2002. Revenue for the year ended September 30, 2002, grew 68 percent to $259,898,000, compared with $154,633,000 for fiscal 2001. Excluding $4,644,000 in net charges related to the Company's corporate restructuring and reorganization, the net income for the year would have been $9,438,000 or $0.45 and $0.44 per basic and diluted share, respectively. Actual net income for the year was $4,794,000 or $0.20 per share, compared to a net loss of $26,612,000, or $1.53 per share in the comparable year ago period. The per share amounts in the current year were after giving effect to preferred stock transactions. Year Ended September 30, 2002 2001 ---- ---- ($000's) Revenue $259,898 vs. $154,633 + 68% Operating income* $ 27,095 vs. $ 6,360 + 326% * Results for the year ended September 30, 2002 exclude one-time net operating charges of $8,862,000 and net charges of $4,644,000 related to the Company's corporate restructuring and reorganization. - more - Allied Healthcare International Inc. Fiscal 2002 Fourth Quarter and Year-End Results Page 2 Revenue for the fourth quarter ended September 30, 2002, reached $72,204,000, compared with $44,374,000 reported in the comparable period in fiscal 2001. Excluding a net gain of $2,733,000 related to the Company's reorganization, the net income for the quarter would have been $4,443,000 or $0.17 and $0.16 per basic and diluted share, respectively. Actual net income for the quarter was $7,176,000 or $0.30 and $0.26 per basic and diluted share, respectively, versus a net loss of $23,408,000 or $1.35 per share in the comparable year ago period. The substantial growth in revenue and earnings is primarily due to expansion of Allied Healthcare International's flexible healthcare staffing services offering, which is now the primary focus of the business. "The strong financial performance represented by the quarter and year-end results marks a significant watershed in the development of this company. With all the restructing that was necessary, now well in the past, the future of this company is assured with growth coming by way of further acquisitions as well as from existing operations both in the UK and US. In fiscal 2003, management will finally be able to focus exclusively on developing and growing the business," said Timothy M. Aitken, chairman and CEO. "Several factors are contributing to the rapid growth of the flexible healthcare staffing services industry. These include an increasing, chronic shortage of nurses and care professionals available to hospitals and institutions as well as in the home setting; the presence of favorable demographics in terms of an aging population; and the rising demands for healthcare services as people live longer. We believe Allied Healthcare International is well positioned to play a major role in the further expansion of this sector, "added Sarah L. Eames, president and chief operating officer. Allied Healthcare International recognized a net gain of $2,733,000, during the quarter ended September 30, 2002 relating to the completion of its corporate reorganization and restructuring. The gain principally represents the settlement of accrued and unpaid interest for new shares of the Company's common stock. - more - Allied Healthcare International Inc. Fiscal 2002 Fourth Quarter and Year-End Results Page 3 As of October 1, 2001, in accordance with the provisions of Statement of Financial Accounting Standards No. 142 the Company is no longer amortizing goodwill. Results for the three months and year ended September 30, 2001 include goodwill amortization expense of $1,033,000 and $3,852,000, respectively. Fiscal 2001 results include a non-cash tax charge of approximately $24,700,000 reflecting the recognition of a full valuation allowance against the Company's deferred tax assets as well as $3,883,000 of non-recurring expenses related to the closing of its U.S. mail-order business. New York, NY- based Allied Healthcare International Inc. is a leading provider of flexible healthcare staffing services in the United Kingdom and provides ancillary homecare services regionally in the United States and United Kingdom. Allied Healthcare International management will host a conference call on Wednesday, November 20, 2002, at 10:00 AM EST to discuss fiscal 2002 results. To hear the call in a listen-only mode, participants must dial 703-871-3619 and refer to reservation number 6307022, ten minutes prior to the start of the call, or please visit http://www.vcall.com/eventpage.asp?id=82728 for a live web simulcast or a replay of the call. Certain statements contained herein are forward-looking statements that have been made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties, including those contained in the Company's filings with the Securities and Exchange Commission, which may cause actual results in future periods or plans for future periods to differ materially from those described herein as anticipated, believed or estimated. FINANCIAL TABLE ATTACHED - more - ALLIED HEALTHCARE INTERNATIONAL INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)
THREE MONTHS ENDED YEAR ENDED ---------------------------- ---------------------------- SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, 2002 2001 2002 2001 ------------- ------------- ------------- ------------- Total revenues $ 72,204 $ 44,374 $ 259,898 $ 154,633 Gross profit 20,975 13,834 71,790 47,979 Selling, general and administrative expenses 12,180 10,202 47,036 37,736 General and administrative expenses related to Mail-Order operations 3,883 Stock-based compensation 1,618 5,835 Transaction (gains) expenses (133) 686 --------- --------- --------- --------- Operating income 7,310 3,632 18,233 6,360 Interest expense, net 3,446 2,214 13,472 8,433 Gain on settlement of PIK interest (5,143) (5,143) Foreign exchange loss 2 9 19 400 --------- --------- --------- --------- Income (loss) before income taxes and minority interest 9,005 1,409 9,885 (2,473) Provision for income taxes 1,829 24,807 4,971 24,117 --------- --------- --------- --------- Income (loss) before minority interest 7,176 (23,398) 4,914 (26,590) Minority interest 10 120 22 --------- --------- --------- --------- Net income (loss) $ 7,176 $ (23,408) $ 4,794 $ (26,612) Redeemable preferred dividend 902 1,016 --------- --------- --------- --------- Net income (loss) available to common shareholders $ 6,274 $ (23,408) $ 3,778 $ (26,612) ========= ========= ========= ========= Net income (loss) per share of common stock: Basic $ 0.30 $ (1.35) $ 0.20 $ (1.53) ========= ========= ========= ========= Diluted $ 0.26 $ (1.35) $ 0.20 $ (1.53) ========= ========= ========= ========= Weighted average number of common shares outstanding: Basic 20,954 17,289 18,565 17,408 ========= ========= ========= ========= Diluted 27,161 17,289 18,932 17,408 ========= ========= ========= =========
RECONCILIATION OF REPORTED OPERATING INCOME TO ADJUSTED OPERATING INCOME: THREE MONTHS ENDED YEAR ENDED SEPTEMBER 30, 2002 SEPTEMBER 30, 2002 ------------------ ------------------ Reported operating income $ 7,310 $18,233 Stock-based compensation 1,618 5,835 Tax equalization bonuses 2,341 Transaction (gains) expenses (133) 686 ------- ------- Adjusted operating income $ 8,795 $27,095 ======= ======= RECONCILIATION OF REPORTED NET INCOME TO ADJUSTED NET INCOME: THREE MONTHS ENDED YEAR ENDED SEPTEMBER 30, 2002 SEPTEMBER 30, 2002 ------------------ ------------------ Reported net income $ 7,176 $ 4,794 Stock-based compensation 1,618 5,835 Tax equalization bonuses 2,341 Transaction (gains) expenses (133) 686 Write-off of deferred financing fees 925 925 Gain on settlement of PIK interest (5,143) (5,143) ------- ------- Adjusted net income $ 4,443 $ 9,438 ======= ======= -----END PRIVACY-ENHANCED MESSAGE-----