<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>c65120e10-k.txt
<DESCRIPTION>FORM 10-K FOR PERIOD ENDING JUNE 30, 2001
<TEXT>
<PAGE>   1

                                   FORM 10-K
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
(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, 2001
                                       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]

<Table>
<S>                                            <C>
                  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)
</Table>

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (314) 771-2400
                        -------------------------------

          SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

<Table>
<Caption>
                                                           Name of each exchange
             Title of each class                            on which registered
             -------------------                           ---------------------
<S>                                            <C>
</Table>

                                      None
          SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                                  Common Stock
                                Preferred Stock
                        Preferred Stock Purchase Rights
                                (Title of class)
                        -------------------------------

    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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.

    As of September 19, 2001, the aggregate market value of the voting stock
held by non-affiliates of the Registrant was approximately $12,800,000.

    As of September 19, 2001, there were 7,806,682 shares of common stock, $0.01
par value (the "Common Stock"), outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

           Proxy Statement dated October 5, 2001 (portion) (Part III)
<PAGE>   2

                        ALLIED HEALTHCARE PRODUCTS, INC.
                               INDEX TO FORM 10-K

<Table>
<Caption>
                                                                            Page
                                                                            ----
<S>         <C>                                                             <C>
                                       PART I
Item 1.     Business....................................................      1
Item 2.     Properties..................................................      9
Item 3.     Legal Proceedings...........................................      9
Item 4.     Submission of Matters to a Vote of Security Holders.........      9

                                      PART II
Item 5.     Market for Registrant's Common Stock and Related Stockholder
            Matters.....................................................     10
Item 6.     Selected Financial Data.....................................     10
Item 7.     Management's Discussion and Analysis of Financial Condition
            and Results of Operations...................................     11
Item 8.     Financial Statements and Supplementary Data.................     20
Item 9.     Changes in and Disagreements with Accountants on Accounting
            and Financial Disclosure....................................     38

                                      PART III
Item 10.    Directors and Executive Officers of the Registrant..........     38
Item 11.    Executive Compensation......................................     38
Item 12.    Security Ownership of Certain Beneficial Owners and
            Management..................................................     38
Item 13.    Certain Relationships and Related Transactions..............     38

                                      PART IV
Item 14.    Exhibits, Financial Statement Schedule, and Reports on Form
            8-K.........................................................     39
</Table>
<PAGE>   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, and specific matters which relate directly to
the Company's operations and properties as discussed in Items 1, 3 and 7 in this
Report. The Company cautions that any forward-looking statements contained in
this report reflects only the belief of the Company or its management at the
time the statement was made. Although the Company believes such forward-looking
statements are based upon reasonable assumptions, such assumptions may
ultimately prove inaccurate or incomplete. The Company undertakes no obligation
to update any forward-looking statement to reflect events or circumstances after
the date on which the statement was made.

                                     PART I

ITEM 1. BUSINESS

GENERAL

     Allied Healthcare Products, Inc. ("Allied" or the "Company") 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 believes that it maintains significant market shares in selected
product lines.

     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.

                                        1
<PAGE>   4

MARKETS AND PRODUCTS

     In fiscal 2001, respiratory care products, medical gas equipment and
emergency medical products represented approximately 28%, 57% and 15%,
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:

<Table>
<Caption>
                                                                       Principal
         Product                        Description                   Brand Names            Primary Users
--------------------------    -------------------------------    ----------------------    ------------------
<S>                           <C>                                <C>                       <C>
RESPIRATORY CARE PRODUCTS
  Respiratory Care/           Large volume compressors;          Timeter                   Hospitals and sub-
  Anesthesia Products         ventilator calibrators;                                      acute facilities
                              humidifiers and mist tents
  Home Respiratory Care       O2 cylinders; pressure             Timeter; B&F; Schuco      Patients at home
  Products                    regulators; nebulizers;
                              portable large volume
                              compressors; portable suction
                              equipment and disposable
                              respiratory products

MEDICAL GAS EQUIPMENT
  Construction Products       In-wall medical gas system         Chemetron; Oxequip        Hospitals and sub-
                              components; central suction                                  acute facilities
                              pumps and compressors and
                              headwalls
  Regulation Devices          Flowmeters; vacuum regulators;     Chemetron; Oxequip;       Hospitals and sub-
                              pressure regulators and related    Timeter                   acute facilities
                              products
  Disposable Cylinders        Disposable oxygen and gas          Lif-O-Gen                 First aid
                              cylinders                                                    providers and
                                                                                           specialty gas
                                                                                           distributors
  Suction Equipment           Portable suction equipment and     Gomco; Allied; Schuco     Hospitals; sub-
                              disposable suction canisters                                 acute facilities
                                                                                           and home care
                                                                                           products

EMERGENCY MEDICAL PRODUCTS
                              Demand resuscitation valves;       LSP; Omni- Tech           Emergency service
 Respiratory/Resuscitation    bag mask resuscitators;                                      providers
                              emergency transport ventilators
                              and oxygen regulators
  Trauma and Patient          Spine immobilization products;     LSP                       Emergency service
  Handling Products           pneumatic anti-shock garments                                providers
                              and trauma burn kits
</Table>

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.
These products include large volume air compressors,

                                        2
<PAGE>   5

calibration equipment, humidifiers, croup tents, equipment dryers, CO2 absorbent
and a complete line of respiratory disposable products such as oxygen tubing,
face masks, cannulas and ventilator circuits.

     HOME RESPIRATORY CARE PRODUCTS. Home respiratory care products represent
one of Allied's potential growth areas. Allied's broad line of home respiratory
care products include aluminum oxygen cylinders, oxygen regulators, pneumatic
nebulizers, portable suction equipment and the full line of respiratory
disposable products.

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 it holds a major share of the U.S. market for its construction
products, that these products are installed in more than three thousand
hospitals in the United States and that its installed base of equipment in this
market will continue to generate follow-on sales. 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.

     While Allied sold the assets of its headwall manufacturing division,
Hospital Systems, Inc. on May 28, 1999, the Company continues to sell headwall
products in the construction product market. Allied's participation in this
market includes the distribution of headwall components utilized by various
headwall manufacturers, as well as the distribution of complete headwall systems
purchased from outside manufacturers that are utilized in hospital construction
and renovation.

     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. The Company's leadership position in the in-wall components market
provides a competitive advantage in marketing medical gas system regulation
devices that are compatible with those components.

     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.

                                        3
<PAGE>   6

     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
patients resuscitation or ventilation during cardiopulmonary resuscitation or
respiratory distress as well as immobilization and treatment for burns. The
Company believes that the trauma care venue for health care services is
positioned for growth in light of the continuing trend towards providing health
care outside the traditional hospital setting. The Company also expects that
other 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 account groups:
respiratory/resuscitator products and trauma patient handling products.

     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.

     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

                                        4
<PAGE>   7

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 respiratory care/anesthesia product
distributors, hospital construction contractors, emergency medical equipment
dealers and directly to hospitals. The Company maintains a sales force of 37
sales professionals, all of whom are full-time employees of the Company.

     The sales force includes 25 medical gas specialists, 5 emergency
specialists and 7 international sales representatives. Four product managers are
responsible for the marketing activities of our product lines.

     The 25 medical gas specialists are responsible for sales of all Allied
products with the exception of emergency products within their territory. Sales
of products are accomplished through respiratory care/ anesthesia distributors
for the regulation devices, suction equipment, respiratory care/anesthesia
products and disposable cylinders. The homecare products are sold primarily
through our own in house telemarketing. Construction products are sold direct to
hospital construction contractors and through distributors.

     Emergency medical specialists are responsible for sales of
respiratory/resuscitation products, trauma and patient handling products. These
products are principally sold to ambulance companies, fire departments and
emergency medical systems volunteer organizations through specialized emergency
medical products distributors.

INTERNATIONAL

     Allied's international business represents a potential growth area that the
Company has been pursuing. Allied's net sales to foreign markets totaled 21% of
the Company's net sales in fiscal 2001. International sales are made through a
network of doctors, 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.

MANUFACTURING

     Allied's manufacturing processes include fabrication, electro-mechanical
assembly operations and plastics manufacturing. 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
six 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. The Company believes that its production
facilities and equipment are in good condition and sufficient to meet planned
increases in volume over the next few years and that conditions in local labor
markets should permit the implementation of additional shifts and days operated.

     In August 1998, Allied announced the closing of its Toledo, Ohio facility
and subsequent consolidation of the production of its B&F disposable product
line into the St. Louis facility. This move was completed during the second
quarter of fiscal 1999. See further discussion of the closure of the Toledo
operation in the following MDA section of this Form 10-K.

RESEARCH AND DEVELOPMENT

     Allied's research and development group is responsible for the development
of new products. This group is staffed with mechanical and electrical engineers.
During the 2000 fiscal year this group was segregated from the product support
function to allow the group to focus on the introduction of new products.

                                        5
<PAGE>   8

     During fiscal 2001 the Company released several new products as a result of
research and development programs. These products include a new B & F Oxygen
regulator that now has a body made of brass, as well as a new articulating arm
which allows gas and electrical connections to be positioned closer to the
patient in operating rooms. The group also engaged in several research projects,
one leading to a patent application.

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 device's safety or effectiveness or make a major change
or modification in the device's intended uses and, accordingly, submission of
new 510(k) notification to FDA is not required. There can be no assurance,
however, that FDA would agree with the Company's determinations.

     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 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
                                        6
<PAGE>   9

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 ensures 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, 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 are registered with
the FDA, and have received ISO 9001 Certification for the St. Louis facility and
certification per the Medical Device Directive (MDD -- European) for certain
products in 1998. As such, the Company will be audited by FDA, ISO, and European
auditors for compliance with the Good Manufacturing Practices ("GMP"), ISO and
MDD 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.

     In March through June 2000, the FDA conducted an inspection of the
Company's St. Louis facility and provided a written report, known as an "FDA
Form 483" or simply a "483," citing FDA observations concerning GMP compliance
and quality control issues applicable to demand valves, emergency ventilators,
circumcision clamps, and regulators. The Company provided a written response to
the FDA and in August 2000, the FDA issued a warning letter and requested that
the Company clarify and supplement its responses to the 483 observations. As a
result, the Company has submitted to the FDA a written supplemental response and
is in the process of implementing actions to address the FDA concerns. The
Company met with the FDA at their Kansas City field office in March 2001 to
discuss the responses and actions. The Company believes that its responses to
date and its continuing attention to the matters raised by the FDA will avert
any FDA action seeking to interrupt or suspend manufacturing or to require any
recall or modification of products.

     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, or delay in obtaining, such approvals could adversely affect
the Company's ability to market its proposed products.

     Sales of medical devices outside the United States are subject to foreign
regulatory requirements that vary widely from country to country. Medical
products shipped to the European Community require CE certification. Whether or
not FDA approval has been obtained, approval of a device by a comparable
regulatory authority of a foreign country generally must be obtained prior to
the commencement of marketing in those countries. The time required to obtain
such approvals may be longer or shorter than that required for FDA approval. In
addition, 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.

THIRD PARTY REIMBURSEMENT

     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 the
Company does not receive payments for its products directly from these programs,
home respiratory care providers and durable medical equipment suppliers, who are
the primary customers for several of the Company's products, depend heavily on
payments from Medicare, Medicaid and private insurers as a major source of
revenues. In addition, sales of certain of the Company's products are affected
by the extent of hospital and health care facility construction and renovation
at any given time. The federal government
                                        7
<PAGE>   10

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. In addition the Balanced Budget Act of 1997 reduced reimbursements by 25%
for oxygen and oxygen equipment. 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 the Company's products.

PATENTS, TRADEMARKS AND PROPRIETARY TECHNOLOGY

     The Company owns and maintains patents on several products that it believes
are useful to the business and provides the Company with an advantage over its
competitors. During fiscal 2001 the Company applied for one patent.

     The Company owns and maintains U.S. trademark registrations for Chemetron,
Gomco, Oxequip, Lif-O-Gen, Life Support Products, Timeter, Vacutron and Schuco,
its principal 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.

COMPETITION

     The Company has different competitors within each of its product lines.
Many of the Company's principal competitors are larger than Allied and the
Company believes that most of these competitors 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, 2001, the Company had approximately 465 full-time employees.
Approximately 281 employees in the Company's principal manufacturing facility
located in St. Louis, Missouri, are covered by a collective bargaining agreement
that will expire on May 31, 2003. Approximately 13 employees at the Company's
facility in Stuyvesant Falls, New York are also covered by a collective
bargaining agreement that will expire on April 15, 2004.

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 clean up of
hazardous waste. There are no such material proceedings currently pending. Costs
of compliance with environmental, health and safety requirements have not been
material to the Company. The Company believes it is in material compliance with
all applicable environmental laws and regulations.

                                        8
<PAGE>   11

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.

<Table>
<Caption>
                              SQUARE FOOTAGE    OWNED/
         LOCATION             (APPROXIMATE)     LEASED              ACTIVITIES/PRODUCTS
--------------------------    --------------    ------    ----------------------------------------
<S>                           <C>               <C>       <C>
St. Louis, Missouri              270,000        Owned     Headquarters; medical gas equipment;
                                                          respiratory care products; emergency
                                                          medical products
Stuyvesant Falls, New York        30,000        Owned     CO2 absorbent
</Table>

     In addition, the Company owns a 16.8-acre parcel of undeveloped land in
Stuyvesant Falls, New York. As indicated elsewhere in this Form 10-K, Allied's
former manufacturing facility in Toledo was shut down and the operations
consolidated into St. Louis during the second quarter of fiscal 1999.

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. Several such proceedings are currently
pending, which 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 has voluntarily effectuated the recall of its aluminum
body regulators manufactured under the Life Supports Products, Inc. brand name
in cooperation with the U.S. Food and Drug Administration ("FDA") under Product
Recall No. Z-693/698-9 to conform with the industry wide recommendation to cease
use of aluminum parts in oxygen regulators. The recall is complete and a final
audit of the results thereof was completed on December 22, 2000 by the FDA.

     In March through June 2000, the FDA conducted an inspection of the
Company's St. Louis facility and provided a written report, known as an "FDA
Form 483" or simply a "483," citing FDA observations concerning GMP compliance
and quality control issues applicable to demand valves, emergency ventilators,
circumcision clamps, and regulators. The Company provided a written response to
the FDA and in August 2000, the FDA issued a warning letter and requested that
the Company clarify and supplement its responses to the 483 observations. As a
result, the Company has submitted to the FDA a written supplemental response and
is in the process of implementing actions to address the FDA concerns. The
Company met with the FDA at their Kansas City field office in March 2001 to
discuss the responses and actions. The Company believes that its responses to
date and its continuing attention to the matters raised by the FDA will avert
any FDA action seeking to interrupt or suspend manufacturing or to require any
recall or modification of products.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None

                                        9
<PAGE>   12

                                    PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

     Allied Healthcare Products, Inc. began trading on the NASDAQ National
market under the symbol AHPI on January 14, 1992, following its initial public
offering. As of September 19, 2001, there were 234 record owners of the
Company's Common Stock. The following tables summarize information with respect
to the high and low closing prices for the Company's Common Stock as listed on
the NASDAQ National market for each quarter of fiscal 2001 and 2000,
respectively. The Company currently does not pay any dividend on its Common
Stock.

COMMON STOCK INFORMATION

<Table>
<Caption>
2001                             HIGH      LOW          2000                             HIGH      LOW
-----------------------------    -----    -----         -----------------------------    -----    -----
<S>                              <C>      <C>           <C>                              <C>      <C>
September quarter                $3.38    $2.69         September quarter                $2.94    $1.66
December quarter                 $3.25    $2.58         December quarter                 $2.94    $2.13
March quarter                    $3.69    $2.97         March quarter                    $3.63    $2.50
June quarter                     $3.50    $3.10         June quarter                     $3.77    $3.06
</Table>

ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA

<Table>
<Caption>
(In thousands, except per share data)
Year ended June 30,                                2001       2000       1999       1998        1997
------------------------------------------------------------------------------------------------------
<S>                                               <C>        <C>        <C>        <C>        <C>
STATEMENT OF OPERATIONS DATA
Net sales                                         $64,928    $65,995    $74,666    $98,619    $120,582
Cost of sales                                      48,265     50,511     58,440     72,076      85,887
Gross profit                                       16,663     15,484     16,226     26,543      34,695
Selling, general and administrative expenses       14,573     16,097     18,024     23,074      32,852
Provision for restructuring and consolidation
  (1)                                                  --         --        758         --          --
Provision for product recall(2)                        80        (18)     1,500         --          --
Gain on sale of business(3)                            --         --        (27)   (12,813)         --
Non-recurring impairment losses(4)                     --         --         --      9,779          --
Income (loss) from operations                       2,010       (595)    (4,029)     6,503       1,843
Interest expense                                    1,530      1,664      1,926      4,152       7,606
Other, net                                             74        149         36        198         186
Income (loss) before provision (benefit) for
  income taxes and extraordinary loss                 406     (2,408)    (5,991)     2,153      (5,949)
Provision (benefit) for income taxes(5)               172       (695)    (1,873)     9,019      (1,428)
Income (loss) before extraordinary loss               234     (1,713)    (4,118)    (6,866)     (4,521)
Extraordinary loss on early extinguishment of
  debt, Net of income tax benefit                      --         --         --        530          --
Net income (loss)                                 $   234    $(1,713)   $(4,118)   $(7,396)   $ (4,521)
Basic and diluted earnings (loss) per share       $  0.03    $ (0.22)   $ (0.53)   $ (0.95)   $  (0.58)
Basic weighted average common shares
  outstanding                                       7,807      7,807      7,807      7,805       7,797
Diluted weighted average common shares
  outstanding                                       8,126      7,807      7,807      7,805       7,797
</Table>

                                        10
<PAGE>   13

<Table>
<Caption>
(In thousands)
June 30,                                           2001       2000       1999       1998        1997
------------------------------------------------------------------------------------------------------
<S>                                               <C>        <C>        <C>        <C>        <C>
CONSOLIDATED BALANCE SHEET DATA
Working capital                                   $20,682    $20,261    $22,619    $21,308    $ 18,743
Total assets                                       65,993     67,212     74,275     80,180     126,343
Short-term debt                                     1,169      1,017        908      3,443      12,891
Long-term debt (net of current portion)            11,019     13,056     16,330     14,972      34,041
Stockholders' equity                               46,440     46,206     47,919     52,037      59,365
</Table>

(1) See Note 5 to the June 30, 2001 Consolidated Financial Statements for
    further discussion.

(2) See Note 3 to the June 30, 2001 Consolidated Financial Statements for
    further discussion.

(3) Gain on sale of Hospital Systems, Inc. in 1999 & Bear Medical Systems, Inc.
    in 1998.

(4) Non-recurring impairment loss on goodwill recorded during fiscal 1998.

(5) See Note 8 to the June 30, 2001 Consolidated Financial Statements for
    further discussion of the Company's effective tax rate.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

     Certain statements contained herein are forward-looking statements. Actual
results could differ materially from those anticipated as a result of various
factors, including cyclical and other industry downturns, the effects of federal
and state legislation on health care reform, including Medicare and Medicaid
financing, the inability to realize the full benefit of recent capital
expenditures or consolidation and rationalization activities, difficulties or
delays in the introduction of new products or disruptions in selling,
manufacturing and/or shipping efforts.

OVERVIEW

     The following discussion summarizes the significant factors affecting the
consolidated operating results and financial condition of the Company for the
three fiscal years ended June 30, 2001. This discussion should be read in
conjunction with the consolidated financial statements, notes to the
consolidated financial statements and selected consolidated financial data
included elsewhere herein.

     The results of operations for fiscal 2001 were affected by several unusual
items, which are discussed further below. In the first quarter , on July 31,
2000 , the Company reached agreement with District No. 9 of the International
Association of Machinist and Aerospace Workers. The strike had adversely
affected shipments, revenue and income in the first quarter of fiscal 2001. Past
due backlog increased while orders and shipments were missed. Additionally, the
Company continued to benefit from the 15% workforce reduction initiated in the
second quarter of fiscal 2000. Results for fiscal 2001 also benefited from the
elimination of the valuation allowance for $0.3 million in state net operating
loss carryforwards. This valuation allowance was previously established for the
carryforwards due to uncertainty as to their eventual utilization.

     The results of operations for fiscal 2000 were affected by several unusual
items, which are discussed further below. In the first quarter of fiscal 2000
the Company recorded a $0.4 million charge for legal costs associated with
defending product liability litigation. In addition, due to the resignation of
the Company's President, Chief Executive Officer and Director, Uma Nandan
Aggarwal on July 28, 1999, the Company recorded a $0.2 million charge for
severance costs. In the second quarter the Company recorded a $0.2 million
charge to operations for severance and related expenses to cover the cost of the
previously announced 15% work force reduction estimated to yield $2.6 million
annualized savings in payroll and benefit costs. In the fourth quarter the
Company was impacted by a labor strike at the Company's St. Louis facility that
was initiated on June 1, 2000 and settled on July 31, 2000. The strike adversely
affected shipments, revenue and income in the quarter. Past due backlog
increased while orders and shipments were missed. Additionally, in the fourth
quarter the Company took a $0.9 million charge to provide for excess and slow
moving inventory purchased in prior years, recorded a $0.2 million charge
related to the resolution of a vendor contract entered into in a prior year, and
recorded an additional $.1 million charge related to product liability legal
expenses.
                                        11
<PAGE>   14

     The results of operations for fiscal 1999 were affected by several
non-recurring or unusual items, which are discussed further below. During the
second quarter of fiscal 1999 the Company closed the Toledo, Ohio facility of
its disposable products division and consolidated production of the B&F line of
home care products into its manufacturing facility in St. Louis, Missouri. As a
result of this shutdown the Company recorded a $0.8 million net provision, $0.5
million after tax, for restructuring and consolidation. The Company also
recorded a $1.5 million provision, $0.9 million after tax, in connection with a
product recall of aluminum oxygen regulators during the third quarter of fiscal
1999. Also, on May 28, 1999 the Company sold the assets of its headwall products
division for a gain of $0.03 million before tax, with the proceeds being used to
pay down debt.

RESULTS OF OPERATIONS

     Allied 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, 2001, 2000, and
1999.

<Table>
<Caption>
                                                                Dollars in thousands
                                                                        2001
                    Year ended June 30,                         ---------------------
                                                                  Net      % of Total
                                                                 Sales     Net Sales
                                                                -------    ----------
<S>                                                             <C>        <C>
Respiratory care products                                       $18,042       27.8%
Medical gas equipment                                            36,916       56.9%
Emergency medical products                                        9,970       15.3%
                                                                -------      ------
Total                                                           $64,928      100.0%
                                                                =======      ======
</Table>

<Table>
<Caption>
                                                                        2000
                    Year ended June 30,                         ---------------------
                                                                  Net      % of Total
                                                                 Sales     Net Sales
                                                                -------    ----------
<S>                                                             <C>        <C>
Respiratory care products                                       $19,550       29.6%
Medical gas equipment                                            35,406       53.7%
Emergency medical products                                       11,039       16.7%
                                                                -------      ------
Total                                                           $65,995      100.0%
                                                                =======      ======
</Table>

<Table>
<Caption>
                                                                        1999
                    Year ended June 30,                         ---------------------
                                                                  Net      % of Total
                                                                 Sales     Net Sales
                                                                -------    ----------
<S>                                                             <C>        <C>
Respiratory care products                                       $23,869       32.0%
Medical gas equipment                                            40,201       53.8%
Emergency medical products                                       10,596       14.2%
                                                                -------      ------
Total                                                           $74,666      100.0%
                                                                =======      ======
</Table>

                                        12
<PAGE>   15

     The following table sets forth, for the fiscal periods indicated, the
percentage of net sales represented by certain items reflected in the Company's
consolidated statement of operations.

<Table>
<Caption>
YEAR ENDED JUNE 30,                                             2001       2000       1999
------------------------------------------------------------    -----      -----      -----
<S>                                                             <C>        <C>        <C>
Net sales                                                       100.0%     100.0%     100.0%
Cost of sales                                                    74.3       76.5       78.3
                                                                -----      -----      -----
Gross profit                                                     25.7       23.5       21.7
Selling, general and administrative expenses                     22.4       24.4       24.1
Provision for product recall                                      0.1         --        2.0
Provision for restructuring and consolidation                      --         --       (1.0)
                                                                -----      -----      -----
Income (loss) from operations                                     3.2       (0.9)      (5.4)
Interest expense                                                  2.4        2.5        2.6
Other, net                                                        0.1        0.2         --
                                                                -----      -----      -----
Income (loss) before provision (benefit) for income taxes         0.7       (3.6)      (8.0)
Provision (benefit) for income taxes                              0.3       (1.1)      (2.5)
                                                                -----      -----      -----
Net income (loss)                                                 0.4%      (2.6)%     (5.5)%
                                                                =====      =====      =====
</Table>

FISCAL 2001 COMPARED TO FISCAL 2000

     Net sales for fiscal 2001 of $65.0 million were $1.0 million, or 1.6% less
than net sales of $66.0 million in fiscal 2000. The $1.0 million decline in
product sales is discussed below.

     Respiratory care product sales in fiscal 2001 of $18.0 million were $1.6
million, or 8.2%, less than sales of $19.6 million in the prior year. The
majority of this decline can be attributed to the delays we have experienced in
our B & F disposable production.

     Medical gas equipment sales of $37.0 million in fiscal 2001 were $1.6
million, or 4.5%, above prior year sales of $35.4 million. Medical gas equipment
sales experienced a $2.0 million increase resulting from growth achieved with
our vacuum regulator line. The intermittent mini-vacutron was introduced in the
second half of fiscal 2000. It was the final unit needed to complete the full
offering for the mini-vacutron line. This increase is offset by a $0.5 million
decline in construction products resulting from the continued decline in the
hospital construction market.

     Emergency medical product sales in fiscal 2001 of $10.0 million were $1.0
million, or 9.1%, less than fiscal 2000 sales of $11.0 million. The decline in
emergency medical product sales is a result of higher sales of oxygen regulators
during fiscal 2000 as a result of a trade-in program offered in connection with
the LSP regulator recall. These sales did not recur in fiscal 2001.

     International sales, which are included in the product lines discussed
above increased $1.1 million, or 11.3%, to $13.7 million in fiscal 2001 compared
to sales of $12.6 million in fiscal 2000. Export sales are affected by
international economic conditions and the relative value of foreign currencies.

     Gross profit in fiscal 2001 was $16.7 million, or 25.7% of net sales,
compared to a gross profit of $15.5 million, or 23.5% of net sales in fiscal
2000. Fiscal 2000 gross profit was adversely effected by a $0.9 million charge
to write off excess and slow moving inventory purchased in prior years, and a
$0.2 million charge related to the resolution of a vendor contract entered into
in a prior year. Although the gross margin percentage continued to improve in
fiscal 2001, the Company is continuing its efforts for further improvements in
manufacturing efficiency.

     Selling, General and Administrative ("SG&A") expenses for fiscal 2001 were
$14.6 million, a decrease of $1.5 million over SG&A expenses of $16.1 million in
fiscal 2000. The decrease in fiscal 2001 SG&A costs can be attributed to cost
reduction efforts initiated during the second quarter of fiscal 2000, primarily
the 15% salary staff reduction. As a percentage of net sales, fiscal 2001 SG&A
expenses were 22.4% compared to 24.4% in fiscal 2000. Interest expense decreased
$0.2 million, or 10.5%, to $1.5 million in fiscal 2001 from

                                        13
<PAGE>   16

$1.7 million in fiscal 2000. Interest expense has been reduced due to the
reduction in debt, and a reduction in interest rates.

     The Company had income before taxes of $0.4 million in fiscal 2001,
compared to loss before taxes of $2.4 million in fiscal 2000. The Company
recorded income tax expense of $0.2 million in fiscal 2001 compared to a benefit
for income taxes of $0.7 million in fiscal 2000. Results for fiscal 2001
benefited from the release of the valuation allowance for $0.3 million in state
net operating loss carryforwards. This valuation allowance was previously
established for the carryforwards due to uncertainty as to their eventual
utilization. For further discussion of the Company's income taxes please refer
to the "Notes to Consolidated Financial Statements" section included in this
Form 10-K.

     Net income in fiscal 2001 was $0.2 million, or $0.03 per diluted share, an
improvement of $1.9 million from the net loss of $1.7 million, or $0.22 per
diluted share, in fiscal 2000. Earnings per share amounts are diluted earnings
per share, which are substantially the same as basic earnings per share. The
weighted number of shares used in the calculation of the diluted per share loss
was 8,125,699 in fiscal 2001 and 7,806,682 in fiscal 2000.

FISCAL 2000 COMPARED TO FISCAL 1999

     Net sales for fiscal 2000 of $66.0 million were $8.7 million, or 11.6% less
than net sales of $74.7 million in fiscal 1999. Of the $8.7 million decline,
$3.2 million is related to the divested headwall products division. The
remaining $5.5 million decline in product sales was due to various internal and
external factors including:

- There was a strike initiated on June 1, 2000 by union workers at the Company's
  St. Louis facility. Although the Company continued to ship product, shipments
  were at a reduced rate and the strike had an adverse affect on shipments,
  revenues and income in the fourth quarter of fiscal 2000. The strike was
  settled on July 31, 2000.

- Home care product sales, mainly the B&F line, continue to be lower due to
  customer shipment disruptions caused by the relocation of the Company's Toledo
  operations in 1999. The Company continues efforts to improve efficiency and
  increase stocking levels of the B&F disposable products and has the goal of
  increasing the sale of these products.

- The hospital construction market showed a decline in fiscal 2000 due primarily
  to reduced construction.

- Certain external issues have continued to impact the Company's operations in
  fiscal 2000. The emphasis on cost containment by health care providers has
  resulted in significant consolidation in the health care environment and
  pricing pressures for the past several years. Home care sales have also been
  adversely affected by reductions in Medicare reimbursements.

     While the Company is unable to predict when these issues will be resolved,
management believes that over a long-term horizon, Allied is well positioned to
capitalize on the demands for its products caused by an aging population, an
increase in the occurrence of lung disease, advances in treatment of other
respiratory illnesses in the home, hospital, and sub-acute care facilities and
upgrading of medical treatment around the world.

     Respiratory care product sales in fiscal 2000 of $19.6 million were $4.3
million, or 18.0%, less than sales of $23.9 million in the prior year. This was
primarily due to lower home care product sales, mainly the B&F line, due to
customer shipment disruptions caused by the relocation of the Company's Toledo
operations in 1999. The Company continues efforts to improve efficiency and
increase stocking levels of the B&F disposable products and has the goal of
increasing the sale of these products. Other causes included the fourth quarter
fiscal 2000 strike by union workers at the Company's St. Louis plant and
continued pricing pressures caused by the consolidation of home health care
dealers.

     Medical gas equipment sales of $35.4 million in fiscal 2000 were $4.8
million, or 11.9%, below prior year sales of $40.2 million. Of the decline, $3.2
million is related to the divested headwall products division. Medical gas
construction product sales are affected by large bid orders on new hospital
construction and renovation of medical facilities. Hospital consolidation and
budget constraints have resulted in decreased
                                        14
<PAGE>   17

orders for these products. The strike in the fourth quarter of fiscal 2000 and
late product introductions were also contributing factors.

     Emergency medical product sales in fiscal 2000 of $11.0 million were $0.4
million, or 3.8%, more than fiscal 1999 sales of $10.6 million.

     International sales, which are included in the product lines discussed
above decreased $0.9 million, or 6.4%, to $12.6 million in fiscal 2000 compared
to sales of $13.5 million in fiscal 1999. Export sales are affected by
international economic conditions and the relative value of foreign currencies.

     Gross profit in fiscal 2000 was $15.5 million, or 23.5% of net sales,
compared to a gross profit of $16.2 million, or 21.7% of net sales in fiscal
1999. The increased percentage was due to the Company's successful steps to
reduce manufacturing overhead, focusing on selling higher margin products, and
modest price increases during fiscal 2000. Although the gross margin percentage
improved in fiscal 2000, the Company is continuing its efforts for further
improvements in manufacturing efficiency. The improvements in fiscal 2000 were
achieved despite the fourth quarter fiscal 2000 strike and continued pricing
pressures brought on by the consolidations and cost containment initiatives of
health care providers.

     Selling, General and Administrative ("SG&A") expenses for fiscal 2000 were
$16.1 million, a decrease of $1.9 million over SG&A expenses of $18.0 million in
fiscal 1999. The decrease in fiscal 2000 SG&A costs can be attributed to cost
reduction efforts initiated during the second quarter, primarily the 15% salary
staff reduction. As a percentage of net sales, fiscal 2000 SG&A expenses were
24.4% compared to 24.1% in fiscal 1999. This increase was attributable to lower
sales in fiscal 2000, as discussed above.

     As discussed in the preceding Overview section, financial results for
fiscal 2000 were impacted by certain unusual transactions and events which make
meaningful comparisons to prior years more difficult. These specific
transactions and events include the following items:

          In the first quarter of fiscal 2000 the Company recorded a $0.4
     million charge for legal costs associated with defending product liability
     litigation. In addition, due to the resignation of the Company's President,
     Chief Executive Officer and Director, Uma Nandan Aggarwal on July 28, 1999,
     the Company recorded a $0.2 million charge for severance related costs.

          In the second quarter of fiscal 2000 the Company recorded a $0.2
     million charge to operations for severance and related expenses to cover
     the cost of the previously announced 15% work force reduction estimated to
     yield $2.6 million annualized savings in payroll and benefit costs.

          In the fourth quarter of fiscal 2000 the Company was affected by a
     labor strike at the Company's St. Louis facility that was initiated on June
     1, 2000 and settled July 31, 2000. The strike adversely affected shipments,
     revenue and income in the quarter. Also, in the fourth quarter, the Company
     took a $0.9 million charge to write off excess and slow moving inventory
     purchased in prior years, recorded a $0.2 million charge related to the
     settlement of a vendor contract entered into in a prior year, and recorded
     an additional $0.1 million charge related to product liability legal
     expenses.

     Loss from operations in fiscal 2000 was $0.6 million compared to a loss
from operations of $4.0 million in fiscal 1999. Fiscal 2000 loss from operations
includes charges for the unusual items discussed above which have an unfavorable
impact of $2.0 million.

     Interest expense decreased $0.2 million, or 10.5%, to $1.7 million in
fiscal 2000 from $1.9 million in fiscal 1999. Interest expense has been reduced
due to the reduction in debt.

     The Company had a loss before taxes of $2.4 million in fiscal 2000,
compared to loss before taxes of $6.0 million in fiscal 1999. The Company
recorded an income tax benefit of $0.7 million in fiscal 2000 compared to a
benefit for income taxes of $1.9 million in fiscal 1999. For further discussion
of the Company's income tax calculation please refer to the "Notes to
Consolidated Financial Statements" section included in this Form 10-K.

     Net loss in fiscal 2000 was $1.7 million, or $0.22 per diluted share, a
decrease of $2.4 million from the net loss of $4.1 million, or $0.53 per diluted
share, in fiscal 1999. Earnings per share amounts are diluted earnings
                                        15
<PAGE>   18

per share, which are substantially the same as basic earnings per share. The
weighted number of shares used in the calculation of the diluted per share loss
was 7,806,682 in both fiscal 2000 and fiscal 1999.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

     The following table sets forth selected information concerning Allied's
financial condition:

<Table>
<Caption>
               Dollars in thousands                     2001       2000       1999
               --------------------                     ----       ----       ----
<S>                                                    <C>        <C>        <C>
Cash...............................................    $    20    $   568    $   587
Working Capital....................................    $20,682    $20,261    $22,619
Total Debt.........................................    $12,188    $14,073    $17,238
Current Ratio......................................     3.44:1     3.55:1     3.30:1
</Table>

     The Company's working capital was $20.7 million at June 30, 2001 compared
to $20.3 million at June 30, 2000. The increase in working capital is primarily
attributable to the factors discussed below. Accounts receivable increased to
$11.4 million at June 30, 2001, up $0.9 million from $10.5 million at June 30,
2000. The increase in accounts receivable is a result of increased sales in the
fourth quarter of fiscal 2001 compared to the fourth quarter of fiscal 2000.
Accounts receivable as measured in days sales outstanding ("DSO") decreased to
65 DSO at June 30, 2001 from 68 DSO at June 30, 2000, as collection efforts have
improved the average time that is needed to collect from a customer. Collection
efforts at the end of fiscal 2000 were hampered by the temporary reassignment of
the collection staff to production and shipping assignments during the work
stoppage by the union work force at the St. Louis production facility.
Inventories increased to $17.1 million at June 30, 2001 from $16.7 million at
June 30, 2000. Programs and policies were implemented during fiscal 2001 to
reduce inventories, however, the effect of these programs have not been realized
at June 30, 2001. Accounts payable decreased to $3.8 million at June 30, 2001,
down $0.3 million from $4.1 million at June 30, 2000. Accrued liabilities
increased by $0.6 million due to increases in accrued income tax and accrued
compensation expense.

     The Company's working capital was $20.3 million at June 30, 2000 compared
to $22.6 million at June 30, 1999. The decrease in working capital is primarily
attributable to the factors discussed below. Accounts receivable declined to
$10.5 million at June 30, 2000, down $2.1 million from $12.6 million at June 30,
1999. Accounts receivable as measured in days sales outstanding ("DSO")
increased to 68 DSO at June 30, 2000 from 62 DSO at June 30, 1999. As discussed
previously, collection efforts at the end of fiscal 2000 were hampered by the
temporary reassignment of the collection staff to production and shipping
assignments during the work stoppage by the union work force at the St. Louis
production facility. Inventories declined to $16.7 million at June 30, 2000 from
$17.5 million at June 30, 1999. The majority of this $0.8 million decline is
attributable to an increase in the reserve for obsolete and slow moving
inventory as previously discussed. Income taxes receivable decreased $1.6
million from June 30, 1999 to June 30, 2000. Accounts payable decreased to $4.1
million at June 30, 2000, down $1.3 million from $5.4 million at June 30, 1999.

     The net decrease in cash for the fiscal years ended June 30, 2001, 2000,
and 1999 was $0.5 million, $0.02 million, and $0.6 million, respectively. Net
cash provided by (used) operating activities was $2.1 million, $3.4 million, and
$(0.2) million for the same periods.

     Cash flows provided by operating activities for the fiscal year ended June
30, 2001 consisted of a net income of $0.2 million, and $3.0 million in non-cash
charges to operations for amortization and depreciation. Changes in working
capital and deferred tax accounts unfavorably impacted cash flow from operations
by $1.1 million. Cash flow was used to reduce debt and capital lease obligations
by $1.9 million and make capital expenditures of $0.8 million.

     Cash flows provided by operating activities for the fiscal year ended June
30, 2000 consisted of a net loss of $1.7 million, which was offset by $3.3
million in non-cash charges to operations for amortization and depreciation. The
provision for product recall was reduced and used $0.4 million. Changes in
working capital and deferred tax accounts favorably impacted cash flow from
operations by $2.2 million. Cash flow was used to reduce debt and capital lease
obligations by $3.2 million and make capital expenditures of $0.3 million.

                                        16
<PAGE>   19

     Cash flows used in operating activities for the fiscal year ended June 30,
1999 consisted of a net loss of $4.1 million, which was offset by $3.8 million
in non-cash charges to operations for amortization and depreciation,
restructuring and consolidation of $0.2 million and product recall of $0.6
million. Changes in working capital and deferred tax accounts unfavorably
impacted cash flow from operations by $0.7 million. Cash provided by investing
activities, consisting of $1.4 million from the proceeds on the sale of the
Toledo, Ohio facilities and $0.5 million of proceeds from the sale of the
headwall products division, was used to fund capital expenditures of $1.1
million and reduce debt and capital lease obligations by $1.2 million.

     At June 30, 2001 the Company had aggregate indebtedness of $12.2 million,
including $1.2 million of short-term debt and $11.0 million of long-term debt.
At June 30, 2000 the Company had aggregate indebtedness of $14.1 million,
including $1.0 million of short-term debt and $13.1 million of long-term debt.

     On August 7, 1998, the Company obtained a $5.0 million mortgage loan on its
principal facility in St. Louis, Missouri with LaSalle National Bank. Under
terms of this agreement the Company makes monthly principal and interest
payments, with a balloon payment in 2003. Proceeds of the loan were used to
reduce the obligation under the revolving credit agreement with Foothill Capital
Corporation. The mortgage loan carries a fixed rate of interest of 7.75%,
compared to the then current rate of 9.0% under the revolving credit agreement.
The LaSalle credit facility was amended in the second quarter of fiscal 1999 and
the first quarter of fiscal 2000 resulting in changes to certain debt covenants.

     On September 8, 1998, the Company's credit facilities with Foothill Capital
Corporation were amended. The Company's existing term loan was eliminated and
replaced with an amended revolving credit facility. As amended, the revolving
credit facility remained at $25.0 million. The interest rate on the facility was
reduced from the floating reference rate (6.75% at June 30, 2001) plus 0.50% to
the floating reference rate plus 0.25%. The reference rate as defined in the
credit agreement, is the variable rate of interest, per annum, most recently
announced by Wells Fargo Bank, National Association, or any successor thereto,
as its "base rate". This amendment also provides the Company with a rate of
LIBOR +2.5%. Amounts outstanding under this revolving credit facility, which
expires on January 6, 2003, totaled $7.5 million at June 30, 2001. At June 30,
2001, $5.0 million was available under the revolving facility for additional
borrowings based on working capital requirements under the terms of the
agreement.

     Capital expenditures, net of capital leases, were $0.8 million, $0.3
million and $1.1 million in fiscal 2001, 2000, and 1999, respectively. The
Company believes that cash flow from operations and available borrowings under
its credit facilities will be sufficient to finance fixed payments and planned
capital expenditures in 2002.

     Inflation has not had a material effect on the Company's business or
results of operations. The Company makes its foreign sales in dollars and,
accordingly, sales proceeds are not affected by exchange rate fluctuations,
although the effect on its customers does impact the pace of incoming orders.

SEASONALITY AND QUARTERLY RESULTS

     In past fiscal years, the Company has experienced seasonal increases in net
sales during its second and third fiscal quarter (October 1 through March 31)
which in turn have affected net income. Such seasonal variations were likely
attributable to an increase in hospital equipment purchases at the beginning of
each calendar year (which coincides with many hospitals' fiscal years) and an
increase in the severity of influenza during winter months.

     The following table sets forth selected operating results for the eight
quarters ended June 30, 2001. 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

                                        17
<PAGE>   20

an impact on the Company's quarterly operations, the Company is unable to
predict the extent of this impact in any particular period.

<Table>
<Caption>
                          June 30,   March 31,    Dec. 31,   Sept. 30,   June 30,   March 31,    Dec. 31,   Sept. 30,
  Three months ended,         2001        2001        2000        2000       2000        2000        1999        1999
---------------------------------------------------------------------------------------------------------------------
<S>                       <C>        <C>         <C>         <C>         <C>        <C>         <C>         <C>
Net sales                 $16,556     $16,643     $16,709     $15,020    $15,174     $17,218     $17,160     $16,443
Gross profit                4,705       4,175       4,176       3,607      2,813       4,481       4,362       3,829
Income (loss) from          1,014         598         418         (20)      (956)        919         359        (917)
  operations
Net income (loss)             631          40         (90)       (347)      (894)        210        (126)       (903)
Basic and diluted            0.08        0.01       (0.01)      (0.04)     (0.11)        .03       (0.02)      (0.12)
  earnings (loss) per
  share
    Dollars in thousands, except per share data
</Table>

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. More
specifically, there have been a number of lawsuits filed against the Company
alleging that its aluminum oxygen pressure regulator, marketed under its Life
Support Products label, has caused fires that have led to personal injury. The
Company believes, based on preliminary findings, that its products did not cause
the fires. The Company intends to defend these claims in cooperation with its
insurers. Based on the progression of certain cases the Company recorded
additional charges to operations during fiscal 2001 for amounts estimated to be
payable by the Company under its self-insurance retention for legal costs
associated with defending these claims. The Company believes that any potential
judgments resulting from these claims over its self-insured retention will be
covered by the Company's product liability insurance.

     In March through June 2000, the FDA conducted an inspection of the
Company's St. Louis facility and provided a written report, known as an "FDA
Form 483" or simply a "483," citing FDA observations concerning GMP compliance
and quality control issues applicable to demand valves, emergency ventilators,
circumcision clamps, and regulators. The Company provided a written response to
the FDA and in August 2000, the FDA issued a warning letter and requested that
the Company clarify and supplement its responses to the 483 observations. As a
result, the Company has submitted to the FDA a written supplemental response and
is in the process of implementing actions to address the FDA concerns. The
Company met with the FDA at their Kansas City field office in March 2001 to
discuss the responses and actions. The Company believes that its responses to
date and its continuing attention to the matters raised by the FDA will avert
any FDA action seeking to interrupt or suspend manufacturing or to require any
recall or modification of products.

LSP OXYGEN REGULATOR RECALL

     On February 4, 1999, Allied announced a voluntary recall of aluminum oxygen
regulators marketed under its Life Support Products label. These products are
used to regulate pressure of bottled oxygen for administration to patients under
emergency situations. Following reports of regulator fires, the Company
instituted the voluntary recall in May 1997, under which it provided retrofit
kits to prevent contaminants from entering the regulators. The Company has also
been testing regulator design with the help of the National Aeronautical and
Space Administration's White Sands National Laboratories. While findings led the
Company to believe the Company's products did not cause those fires, there was
enough concern among the users that the Company, in cooperation with the U. S.
Food and Drug Administration ("FDA"), agreed to institute a voluntary recall to
replace aluminum components in the high pressure chamber of the regulators with
brass components. The FDA has recommended that all regulator manufacturers cease
use of aluminum in regulators. Accordingly, the Company has introduced new brass
regulators. As a result of the recall, the Company recorded a charge of $1.5
million pre-tax, $0.9 million after tax, or $0.12 per share in the second
quarter of fiscal 1999. The recall is complete and a final audit of the results
thereof was completed on December 22, 2000 by the FDA. The Company continues to
experience minor expenditures relative to the recall and expects these
expenditures to be substantially completed during fiscal 2002. As of June 30,
2001 the

                                        18
<PAGE>   21

Company has incurred $1.4 million for costs associated with the recall and has a
remaining accrual balance of $0.1 million for future expected costs which
management estimates to be appropriate.

SALE OF HEADWALL PRODUCTS DIVISION

     On May 28, 1999, the Company sold the assets of Hospital Systems, Inc.
("HSI") to David Miller (former General Manager-Hospital Systems, Inc.) for $0.5
million. The net proceeds of $0.5 million were utilized to repay a portion of
its revolving credit facility. The sale of HSI, located in Oakland, California,
resulted in a gain before taxes for financial reporting purposes of $0.03
million.

B&F CONSOLIDATION PROVISION

     On August 5, 1998 the Company's Board of Directors voted to close the
Toledo facility of its disposable products division and consolidate production
of the B&F line of home care products into its manufacturing facility in St.
Louis, Missouri. This move was announced on August 10, 1998. The move was
substantially completed during the second quarter of fiscal 1999. In connection
with the shutdown of the facility, Allied recorded a provision of approximately
$1.0 million pre-tax, $0.6 million after tax, or $0.07 per share, in the first
quarter of fiscal 1999 to cover the cost of closing the facility. The provision
reflects costs of certain fixed asset impairments, employee severance benefits
and other related exit costs. Subsequently, during the second quarter of fiscal
1999, the company negotiated and received a $0.2 million cash payment from the
City of Toledo as partial reimbursement for closure costs. Accordingly, Allied
recorded this cash payment, in the second quarter of fiscal 1999, as a reduction
to the aforementioned provision resulting in a net charge of $0.8 million
pre-tax, $0.5 million after tax, or $0.06 per share for the fiscal year ended
June 30, 1999

RECENT ACCOUNTING PRONOUNCEMENTS

     As required, Allied adopted Staff Accounting Bulletin No. 101, "Revenue
Recognition in Financial Statements" ("SAB 101"), effective for the fourth
quarter of fiscal 2001. The adoption of SAB 101 did not result in a change to
the Company's revenue recognition policy.

     Statement of Financial Accounting Standards No. 133 ("SFAS 133"),
"Accounting for Derivative Instruments and Hedging Activities", establishes new
accounting and reporting standards for derivative financial instruments. The
Company adopted SFAS 133 during the first quarter of fiscal 2001. The adoption
of SFAS 133 did not have a material impact on the consolidated financial
position, or results of operations of the Company

     Statement of Financial Accounting Standards No. 141 ("SFAS 141"), "Business
Combinations", and Statement of Financial Accounting Standards No. 142 ("SFAS
142"), "Goodwill and Other Intangible Assets", establish new accounting and
reporting standards for purchase business combinations and goodwill. The Company
is currently in the process of evaluating the impact of the adoption of SFAS 141
and SFAS 142 and presently plans to adopt these pronouncements for the fiscal
year ending June 30, 2002. Management has not assessed the impact that the
adoption of SFAS 141 and SFAS 142 will have on the consolidated financial
position, or results of operation of the Company.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     At June 30, 2001, the Company had $11.4 million in debt outstanding, of
which $3.9 million is a term loan with a fixed interest rate of 7.75%. The
remaining balance of $7.5 million represents amounts outstanding under the
Company's revolving credit facility. The revolving credit facility bears an
interest rate using the commercial bank's "floating reference rate" or LIBOR as
the basis, as defined in the loan agreement, and therefore is subject to
additional expense should there be an increase in market interest rates. With
respect to the Company's fixed-rate debt outstanding at June 30, 2001, a 10%
increase in interest rates would have resulted in approximately $0.05 million
decrease in the market value of the debt and a 10% decrease in interest rates
would have resulted in approximately $0.05 increase in the fair value of the
debt respect to the Company's variable-debt.

                                        19
<PAGE>   22

     The Company had no holdings of derivative financial or commodity
instruments at June 30, 2001. Allied Healthcare Products 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 consolidated financial statements of Allied
Healthcare Products, Inc. are included in response to this item:

        Report of Independent Accountants.

        Consolidated Statement of Operations for the fiscal years ended June 30,
        2001, 2000 and 1999.

        Consolidated Balance Sheet for the fiscal years ended June 30, 2001 and
        2000

        Consolidated Statement of Changes in Stockholders' Equity for the fiscal
        years ended June 30, 2001, 2000 and 1999.

        Consolidated Statement of Cash Flows for the fiscal years ended June 30,
        2001, 2000 and 1999.

        Notes to Consolidated Financial Statements.

        Schedule of Valuation and Qualifying Accounts and Reserves.

                                        20
<PAGE>   23

                       REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders
of Allied Healthcare Products, Inc.

     In our opinion, the consolidated financial statements listed in the
accompanying index present fairly, in all material respects, the financial
position of Allied Healthcare Products, Inc. and its subsidiaries at June 30,
2001 and 2000, and the results of their operations and their cash flows for each
of the three years in the period ended June 30, 2001, in conformity with
accounting principles generally accepted in the United States of America. In
addition, in our opinion, the financial statement schedule listed in the
accompanying index presents fairly, in all material respects, the information
set forth therein when read in conjunction with the related consolidated
financial statements. These financial statements and financial statement
schedule are the responsibility of the Company's management; our responsibility
is to express an opinion on these financial statements and financial statement
schedule based on our audits. We conducted our audits of these statements in
accordance with auditing standards generally accepted in the United States of
America, which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

St. Louis, Missouri
August 17, 2001

                                        21
<PAGE>   24

ALLIED HEALTHCARE PRODUCTS, INC.
CONSOLIDATED STATEMENT OF OPERATIONS

<Table>
<Caption>
Year ended June 30,                                          2001           2000           1999
---------------------------------------------------------------------------------------------------
<S>                                                       <C>            <C>            <C>
Net sales                                                 $64,927,678    $65,994,968    $74,666,513
Cost of sales                                              48,265,110     50,510,411     58,440,766
                                                          -----------    -----------    -----------
Gross profit                                               16,662,568     15,484,557     16,225,747
Selling, general and administrative expenses               14,572,963     16,096,687     18,024,156
Provision for product recall                                   79,303        (17,600)     1,500,000
Gain on sale of business                                           --             --        (27,246)
Provision for restructuring and consolidation                      --             --        758,467
                                                          -----------    -----------    -----------
Income (loss) from operations                               2,010,302       (594,530)    (4,029,630)
                                                          -----------    -----------    -----------
Other expenses:
  Interest expense                                          1,530,481      1,664,477      1,925,757
  Other, net                                                   73,793        149,433         35,984
                                                          -----------    -----------    -----------
                                                            1,604,274      1,813,910      1,961,741
                                                          -----------    -----------    -----------
Income (loss) before provision (benefit) for income
  taxes                                                       406,028     (2,408,440)    (5,991,371)
Provision (benefit) for income taxes                          171,892       (694,963)    (1,872,976)
                                                          -----------    -----------    -----------
Net income (loss)                                         $   234,136    $(1,713,477)   $(4,118,395)
                                                          ===========    ===========    ===========
Basic and diluted income (loss) per share:
  Income (loss) per share                                 $      0.03    $     (0.22)   $     (0.53)
                                                          ===========    ===========    ===========
Weighted average shares outstanding -- Basic                7,806,682      7,806,682      7,806,682
                                                          -----------    -----------    -----------
Weighted average common shares outstanding -- Diluted       8,125,699      7,806,682      7,806,682
                                                          -----------    -----------    -----------
</Table>

See accompanying Notes to Consolidated Financial Statements

                                        22
<PAGE>   25

ALLIED HEALTHCARE PRODUCTS, INC.
CONSOLIDATED BALANCE SHEET

<Table>
<Caption>
                          June 30,                                  2001            2000
--------------------------------------------------------------------------------------------
<S>                                                             <C>             <C>
ASSETS

Current assets:
  Cash and cash equivalents                                     $     20,365    $    568,197
  Accounts receivable, net of allowance for doubtful
     accounts of $605,714 and $882,874, respectively              11,395,224      10,542,264
  Inventories, net                                                17,079,033      16,742,178
  Deferred income taxes -- current                                   369,453              --
  Other current assets                                               292,596         358,407
                                                                ------------    ------------
     Total current assets                                         29,156,671      28,211,046
                                                                ------------    ------------

  Property, plant and equipment, net                              10,892,268      12,176,616
  Deferred income taxes                                              197,008         218,671
  Goodwill, net                                                   25,579,830      26,395,241
  Other assets, net                                                  107,377         210,503
                                                                ------------    ------------
     Total assets                                               $ 65,933,154    $ 67,212,077
                                                                ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                              $  3,843,092    $  4,055,739
  Current portion of long-term debt                                1,169,044       1,016,611
  Accrual for product recall                                         146,181         185,241
  Other accrued liabilities                                        3,316,015       2,692,901
                                                                ------------    ------------
     Total current liabilities                                     8,474,332       7,950,492
                                                                ------------    ------------

Long-term debt                                                    11,019,081      13,055,980

Commitments and contingencies (Notes 7 and 13)                            --              --

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; 7,806,682 shares issued and outstanding at
     June 30, 2001 and 2000                                          101,102         101,102
  Additional paid-in capital                                      47,014,621      47,014,621
  Retained earnings                                               20,055,446      19,821,310
  Common stock in treasury, at cost                              (20,731,428)    (20,731,428)
                                                                ------------    ------------
     Total stockholders' equity                                   46,439,741      46,205,605
                                                                ------------    ------------
     Total liabilities and stockholders' equity                 $ 65,933,154    $ 67,212,077
                                                                ============    ============
</Table>

See accompanying Notes to Consolidated Financial Statements

                                        23
<PAGE>   26

ALLIED HEALTHCARE PRODUCTS, INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

<Table>
<Caption>
                                                               Additional
                                     Preferred      Common        paid-in       Retained        Treasury
                                         Stock       stock        capital       Earnings           stock
--------------------------------------------------------------------------------------------------------
<S>                                  <C>          <C>         <C>            <C>            <C>
Balance, June 30, 1998                $    --     $101,102    $47,014,621    $25,653,182    $(20,731,428)

Net loss for the year ended
  June 30, 1999                            --          --              --     (4,118,395)             --
                                      -------     --------    -----------    -----------    ------------
Balance, June 30, 1999                     --     101,102      47,014,621     21,534,787     (20,731,428)

Net loss for the year ended
  June 30, 2000                            --          --              --     (1,713,477)             --
                                      -------     --------    -----------    -----------    ------------
Balance, June 30, 2000                     --     101,102      47,014,621     19,821,310     (20,731,428)

Net income for the year ended
  June 30, 2001                            --          --              --        234,136              --
                                      -------     --------    -----------    -----------    ------------
Balance, June 30, 2001                $    --     $101,102    $47,014,621    $20,055,446    $(20,731,428)
                                      =======     ========    ===========    ===========    ============
</Table>

See accompanying Notes to Consolidated Financial Statements

                                        24
<PAGE>   27

ALLIED HEALTHCARE PRODUCTS, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS

<Table>
<Caption>
                Year ended June 30,                        2001            2000            1999
---------------------------------------------------------------------------------------------------
<S>                                                    <C>             <C>             <C>
Cash flows from operating activities:
  Net income (loss)                                    $    234,136    $ (1,713,477)   $ (4,118,395)
  Adjustments to reconcile net income (loss) to net
     cash provided by (used in) operating
     activities:
     Depreciation and amortization                        2,954,090       3,332,350       3,781,063
     Provision for restructuring and consolidation               --              --         217,926
     Provision for product recall                           (39,060)       (409,484)        594,725
     Gain on sale of Hospital Systems, Inc.                      --              --         (27,246)
     Deferred income taxes                                 (356,668)       (645,048)       (375,435)
     Changes in operating assets and liabilities:
       Accounts receivable, net                            (852,960)      2,058,901       1,626,149
       Inventories, net                                    (336,855)        757,644         407,134
       Income taxes receivable                                   --       1,635,866      (1,635,866)
       Other current assets                                  65,811        (220,047)        133,307
       Accounts payable                                    (212,647)     (1,378,564)       (373,046)
       Other accrued liabilities                            631,992         (30,034)       (455,986)
                                                       ------------    ------------    ------------
     Net cash provided by (used in) operating
       activities                                         2,087,839       3,448,175        (225,670)
Cash flows from investing activities:
  Capital expenditures                                     (751,205)       (298,040)     (1,061,309)
  Proceeds on sale of Toledo, Ohio facilities                    --              --       1,393,287
  Proceeds on sale of Hospital Systems, Inc. -- Net
     of disposal costs                                           --              --         495,178
                                                       ------------    ------------    ------------
     Net cash provided by (used in) investing
       activities                                          (751,205)       (298,040)        827,156
Cash flows from financing activities:
  Proceeds from issuance of long-term debt                       --              --       5,000,000
  Payment of long-term debt                                (413,313)       (367,206)     (6,783,646)
  Payment of capital lease obligations                     (565,751)       (569,679)       (627,812)
  Borrowings under revolving credit agreement            63,807,625      69,661,053      88,063,847
  Payments under revolving credit agreement             (64,713,027)    (71,893,563)    (86,829,127)
  Debt issuance costs                                            --              --         (32,104)
                                                       ------------    ------------    ------------
     Net cash used in financing activities               (1,884,466)     (3,169,395)     (1,208,842)
Net decrease in cash and equivalents                       (547,832)        (19,260)       (607,356)
Cash and equivalents at beginning of year                   568,197         587,457       1,194,813
                                                       ------------    ------------    ------------
Cash and equivalents at end of year                    $     20,365    $    568,197    $    587,457
                                                       ============    ============    ============
Supplemental disclosures of cash flow information:
  Cash paid during the year for:
     Interest                                          $  1,431,750    $  1,662,150    $  2,046,103
     Income taxes                                      $    154,892    $    252,869    $    541,756
</Table>

See accompanying Notes to Consolidated Financial Statements

                                        25
<PAGE>   28

                        ALLIED HEALTHCARE PRODUCTS, INC.
                   NOTES TO CONSOLIDATED 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 Allied 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.

PRINCIPLES OF CONSOLIDATION

     The consolidated financial statements include the accounts of the Company
and its wholly owned subsidiaries. All significant intercompany transactions and
intercompany balances are eliminated.

RECLASSIFICATIONS

     Certain financial statement amounts have been reclassified to conform with
the current year presentation.

REVENUE RECOGNITION

     Revenue is recognized for all sales, including sales to agents and
distributors, at the time products are shipped and title has transferred to the
customer, provided that a purchase order has been received or a contract has
been executed, there are no uncertainties regarding customer acceptance, the
sales price is fixed and determinable and collectibility is deemed probable. The
Company's standard shipping terms are FOB shipping point. Sales discounts,
returns and allowances are included in net sales, and the provision for doubtful
accounts is included in selling, general and administrative expenses.
Additionally, it is the Company's practice to include revenues generated from
freight billed to customers in net sales with corresponding freight expense
included in cost of sales in the Consolidated Statement of Operations.

     Allied adopted Staff Accounting Bulletin No. 101, "Revenue Recognition in
Financial Statements" ("SAB 101"), in the fourth quarter of fiscal 2001. The
adoption of SAB 101 did not result in a change to the Company's revenue
recognition policy.

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. Book cash overdrafts on the Company's disbursement
accounts totaling $1,053,134 and $1,290,277 at June 30, 2001 and 2000,
respectively, are included in accounts payable.

FOREIGN CURRENCY TRANSACTIONS

     Allied Healthcare Products has international sales, however, these sales
are denominated in U.S. dollars mitigating the foreign exchange rate fluctuation
risk.

                                        26
<PAGE>   29

CONCENTRATIONS OF CREDIT RISK

     The Company performs ongoing credit evaluations of its customers and
generally does not require collateral. The Company maintains reserves for
potential credit losses and historically such losses have been within
management's expectations. The Company's customers can be grouped into three
main categories: medical equipment distributors, construction contractors and
health care institutions. At June 30, 2001 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 $758,770 and $842,770 higher at June 30, 2001 and 2000,
respectively. Changes in the LIFO reserve are included in cost of sales. In
fiscal 2001, the cost of sales was reduced by $84,000 as a result of a LIFO
liquidation. Costs in inventory include raw materials, direct labor and
manufacturing overhead.

     Inventory is recorded net of a reserve for obsolete and excess inventory of
$2,572,967 and $2,894,610 at June 30, 2001 and 2000, respectively.

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 36 years. Properties held under capital leases are
recorded at the present value of the non-cancelable lease payments over the term
of the lease and are amortized over the shorter of the lease term or the
estimated useful lives of the assets. 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.

GOODWILL

     The excess of the purchase price over the fair value of net assets acquired
in business combinations is capitalized and amortized on a straight-line basis
over the estimated period benefited, not to exceed 40 years. The amortization
period for all acquisitions to date ranges from 37 to 40 years. Amortization
expense for the years ended June 30, 2001, 2000 and 1999 was $815,411.
Accumulated amortization at June 30, 2001 and 2000 was $7,946,509 and
$7,131,098, respectively.

OTHER ASSETS

     Other assets are primarily comprised of debt issuance costs. These costs
are amortized using the effective interest rate method over the life of the
related obligations.

IMPAIRMENT OF LONG-LIVED ASSETS

     The Company evaluates impairment of long-lived assets under the provisions
of Statement of Financial Accounting Standards No. 121 ("SFAS 121"), "Accounting
for the Impairment of Long-Lived Assets to be Disposed Of." SFAS 121 requires
that long-lived assets, identifiable intangibles and goodwill related to those
assets to be held and used by an entity be reviewed for impairment whenever
events or changes in circumstances indicated that the carrying amount of the
assets may not be recoverable. Under SFAS 121, 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 were recorded by the Company for fiscal years
ended June 30, 2001, 2000 and 1999.

                                        27
<PAGE>   30

FAIR VALUE OF FINANCIAL INSTRUMENTS

     The Company's financial instruments consist of cash, accounts receivable,
accounts payable and debt. The carrying amounts for cash, accounts receivable
and accounts payable approximate their value due to the short maturity of these
instruments. The fair value of long-term debt, excluding capital leases was
$11.5 million and $12.6 million at June 30, 2001 and 2000, respectively, and the
related carrying amounts were $11.4 million and $12.8 million, respectively. The
Company estimated the fair value of its long-term, fixed-rate debt using
discounted cash flow analysis based on the Company's current borrowing rates for
debt with similar maturities.

INCOME TAXES

     The Company accounts for income taxes under Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS 109"). Under
SFAS 109, 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 presently enacted tax rates. Valuation allowances are
established when necessary to reduce deferred tax assets to the amounts expected
to be realized.

RESEARCH AND DEVELOPMENT COSTS

     Research and development costs are expensed as incurred and are included in
selling, general and administrative expenses. Research and development expense
for the years ended June 30, 2001, 2000 and 1999 was $592,815, $726,315 and
$1,315,593, 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 averaged number of shares of common stock and
common stock equivalents outstanding during the year. The number of basic shares
outstanding for the years ended June 30, 2001, 2000 and 1999 was 7,806,682. The
number of diluted shares outstanding for the years ended June 30, 2001, 2000 and
1999 was 8,125,699, 7,806,682, and 7,806,682 shares, respectively. The dilutive
effect of Company's employee's and director's stock option plans are determined
by use of the treasury stock method. Employee and director stock option plans
are not included as common stock equivalents for earnings per share purposes in
fiscal 2000 and 1999 as the impact on the number of shares outstanding would
have been anti-dilutive.

EMPLOYEE STOCK-BASED COMPENSATION

     The Company accounts for employee stock options and variable stock awards
in accordance with Accounting Principles Board No. 25, "Accounting for Stock
Issued to Employees" ("APB 25") and its related interpretations. Under APB 25,
the Company applies the intrinsic value method of accounting. For employee stock
options accounted for using the intrinsic value method, no compensation expense
is recognized because the options are granted with an exercise price equal to
the market value of the stock on the date of grant.

     During fiscal 1996, Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" ("SFAS 123"), became effective for the
Company and prescribes the recognition of compensation expense based on the fair
value of options or stock awards determined on the date of grant. Companies that
elect to account for stock-based compensation plans in accordance with APB 25
are required to make certain pro forma disclosures as if the fair value method
had been utilized. See Note 10 for additional disclosure.

                                        28
<PAGE>   31

NEW ACCOUNTING STANDARDS

     Statement of Financial Accounting Standards No. 133 ("SFAS 133"),
"Accounting for Derivative Instruments and Hedging Activities", establishes new
accounting and reporting standards for derivative financial instruments. The
Company adopted SFAS 133 during the first quarter of fiscal 2001. The adoption
of SFAS 133 did not have a material impact on the consolidated financial
position, or results of operations of the Company.

     Statement of Financial Accounting Standards No. 141 ("SFAS 141"), "Business
Combinations," and Statement of Financial Accounting Standards No. 142 ("SFAS
142"),"Goodwill and Other Intangible Assets," establish new accounting and
reporting standards for purchase business combinations and goodwill. The Company
is currently in the process of evaluating the impact of the adoption of SFAS 141
and SFAS 142 and presently plans to adopt these pronouncements for the fiscal
year ending June 30, 2002. Management has not assessed the impact that the
adoption of SFAS 141 and SFAS 142 will have on the consolidated financial
position, or results of operations.

3. LSP OXYGEN REGULATOR RECALL

     On February 4, 1999, Allied announced a voluntary recall of aluminum oxygen
regulators marketed under its Life Support Products ("LSP") label. These
products are used to regulate pressure of bottled oxygen for administration to
patients under emergency situations. Following reports of regulator fires, the
Company instituted a recall in May 1997, under which it provided retrofit kits
to prevent contaminants from entering the regulators. The Company has also been
testing regulator design with the help of the National Aeronautical and Space
Administration's White Sands National Laboratories. While preliminary findings
led the Company to believe the Company's products did not cause those fires,
there was enough concern among the users that the Company, in cooperation with
the U. S. Food and Drug Administration ("FDA"), agreed to institute a voluntary
recall to replace aluminum components in the high pressure chamber of the
regulators with brass components. The FDA has recommended that all regulator
manufacturers cease use of aluminum in regulators. Accordingly, the Company
introduced new brass regulators and also offered a trade-in program to the
existing users. As a result of the recall, the Company recorded a charge of $1.5
million pre-tax, $0.9 million after tax, or $0.12 per share in the second
quarter of fiscal 1999. The original provision for regulator recall included
estimated costs of $1.3 million for aluminum regulator retrofitting and
replacement, as well as $0.2 million for certain communications and legal costs
expected to be incurred by the Company under the terms of the recall.

     A reconciliation of activity with respect to the Company's product recall
is as follows:

<Table>
<Caption>
                                                                  2001        2000         1999
                                                                  ----        ----         ----
<S>                                                             <C>         <C>         <C>
Balance, beginning of year                                      $185,241    $594,725    $       --
Provision for recall established                                      --          --     1,500,000
Addition to provision for recall                                  79,303     300,000            --
Reduction to provision for recall                                     --    (317,600)           --
Costs incurred related to product retrofitting and
  replacement                                                    118,363     391,885       905,275
                                                                ----------------------------------
Balance, end of year                                            $146,181    $185,241    $  594,725
                                                                ==================================
</Table>

     During the first quarter of fiscal 2000, the Company recorded an additional
provision of $0.3 million relative to the regulator recall. The addition
represented a provision for additional aluminum regulator inventory not
identified as part of the original $1.5 million estimate. The $0.3 million
reduction to the provision in fiscal 2000 represented the subsequent disposal of
the aluminum regulator inventory on a basis more favorable than originally
estimated. During fiscal 2001 the Company recorded an additional provision of
$0.1 million for the estimated additional cost to be incurred for product
retrofitting and replacement.

     The Company has incurred various legal expenses related to claims
associated with the LSP regulator recall. Accordingly, the Company recorded an
additional provision for product liability litigation during fiscal 2001 for
amounts estimated to be payable by the company under its self-insurance
retention for legal costs

                                        29
<PAGE>   32

associated with defending these claims. These amounts are included along with
other legal expenses of the Company as selling, general and administrative
expenses. At June 30, 2001, the Company has a litigation cost accrual balance of
$0.1 million for legal expense associated to the LSP regulator recall. The
Company received notification from the FDA that the recall was complete in
December 2000. The Company continues to experience minor expenditures relative
to the recall and expects these expenditures to be substantially completed
during fiscal 2002.

4. SALE OF HEADWALL PRODUCTS DIVISION

     On May 28, 1999, the Company sold the assets of Hospital Systems, Inc.
("HSI") to David Miller (former General Manager-Hospital Systems, Inc.) for $0.5
million. The net proceeds of $0.5 million were utilized to repay a portion of
its revolving credit facility. The sale of HSI, located in Oakland, California,
resulted in a gain before taxes for financial reporting purposes of $0.03
million.

5. B&F CONSOLIDATION PROVISION

     In the first quarter of fiscal 1999, the city of Toledo, Ohio exercised the
right of eminent domain on the B&F manufacturing facility. Pursuant to the
pending sale of the B&F facility to the city of Toledo, Allied's board of
directors voted to close the facility and consolidate production of the B&F line
of home care products into its manufacturing facility in St. Louis, Missouri.
The consolidation of the B&F facility eliminated excess capacity at the St.
Louis facility and reduced manufacturing and overhead costs associated with the
B&F facility. In connection with the shutdown of the facility, Allied recorded a
provision of approximately $1.0 million pre-tax, $0.6 million after tax, or
$0.07 per share, in the first quarter of fiscal 1999 to cover the cost of
closing the facility. The original provision included a $0.4 million provision
for severance liabilities associated with the closure of the Toledo facility.
The severance liabilities related to the 140 hourly production employees and 29
production management and administrative employees at the Toledo facility. The
severance payments were substantially complete in the second quarter of fiscal
1999. Approximately $0.2 million was included in the original provision for
impaired assets to be disposed of in connection with the facility shutdown
representing the excess of book value of land, building, machinery and equipment
to be disposed of pursuant to the closure of the facility over estimated sales
proceeds. The building was subsequently sold at its net realizable value and no
further gain or loss was recorded. The remaining $0.4 million included in the
original provision related to other exit costs including costs incurred to
prepare the building for sale, travel and legal costs associated with the
closure of the Toledo facility.

     Subsequent to the recording of the original $1.0 million provision, during
the second quarter of fiscal 1999, the Company negotiated and received a $0.2
million cash payment from the City of Toledo as a partial reimbursement for
closure costs. Accordingly, Allied recorded this cash payment as a reduction to
the aforementioned provision resulting in a net provision of $0.8 million
pre-tax, $0.5 million after tax, or $0.06 per share for the fiscal year ended
June 30, 1999. The relocation of the Toledo facility was substantially complete
during the second quarter of fiscal 1999.

                                        30
<PAGE>   33

6. FINANCING

     Long-term debt consisted of the following at June 30, 2001 and 2000:

<Table>
<Caption>
                                                                   2001           2000
                                                                -----------    -----------
<S>                                                             <C>            <C>
UNSUBORDINATED DEBT
Notes payable to bank or other financial lending institution
  Term loan -- principal due in varying monthly maturities
     ranging from $27,714 to $40,518 with remaining balance
     due August 1, 2003                                         $ 3,950,049    $ 4,347,118
  Revolving credit facility -- aggregate revolving
     commitment of $25,000,000; principal due at maturity on
     January 6, 2003                                              7,493,505      8,398,907
Other                                                                    --         16,244
                                                                -----------    -----------
                                                                 11,443,554     12,762,269
                                                                -----------    -----------
SUBORDINATED DEBT
Capital lease obligations                                           744,571      1,310,322
                                                                -----------    -----------
                                                                 12,188,125     14,072,591
Less -- Current portion of long-term debt, including
  $744,571 and $603,297 of capital lease obligations at June
  30, 2001 and June 30, 2000, respectively                       (1,169,044)    (1,016,611)
                                                                -----------    -----------
                                                                $11,019,081    $13,055,980
                                                                ===========    ===========
</Table>

     On August 7, 1998, the Company borrowed approximately $5.0 million from a
bank. The term loan is collateralized by the Company's St. Louis facility. The
term loan requires monthly principal and interest payments of $0.06 million,
with a final payment of all principal and interest remaining unpaid due at
maturity on August 1, 2003. Interest is fixed at 7.75% annum. Proceeds from the
borrowing were used to pay down existing debt, which bore a higher interest
rate. The term loan was amended on March 24 and September 1, 1999 resulting in
changes to certain debt covenants for which the Company was in compliance at
June 30, 2001 and 2000.

     On September 8, 1998, the Company's revolving credit facility with a bank
was amended. As amended, the revolving credit facility provides for borrowings
up to $25.0 million. The revolving credit facility provides a borrowing base of
the lesser of 85% of eligible accounts receivable or $8.0 million plus the
lesser of 45% of eligible inventory or $10.0 million, adjusted as deemed
appropriate by the bank. At June 30, 2001 and 2000, $5.0 million and $5.5
million , respectively, was available under the revolving credit facility for
additional borrowings. The revolving credit facility accrues interest at the
floating reference rate (6.75% and 9.25% at June 30, 2001 and 2000,
respectively) plus 0.25%, as defined in the agreement. The amended revolving
credit facility also provides the Company with a rate of LIBOR + 2.50%. At June
30, 2001 and 2000 no portion of the revolving credit facility was subject to the
LIBOR provision. The amended revolving credit facility is collateralized by
substantially all of the assets of the company. On June 28, 1999, the Company's
credit facilities with a bank were further amended. The amendment provided for
favorable interest rate reduction, based upon annual profitability, for fiscal
years 2001 and 2002. The amendment also extended the maturity date to January 6,
2003 along with a favorable change to certain debt covenants for which the
Company was in compliance at June 30, 2001 and 2000.

     The revolving credit facility also provides for a commitment guarantee up
to a maximum of $3.0 million for letters of credit and requires a per annum fee
of 0.75% on unused letters of credit. At June 30, 2001 and 2000, the Company had
no letters of credit outstanding.

                                        31
<PAGE>   34

     Aggregate maturities of long-term debt, excluding capital leases, for each
of the five fiscal years subsequent to June 30, 2001 are as follows:

<Table>
<Caption>
Fiscal          Revolving
 Year        Credit Facility        Term Loan            Total
------       ---------------       ------------       -----------
<S>          <C>                   <C>                <C>
2002                   --           $  424,473        $   424,473
2003           $7,493,505              463,411          7,956,916
2004                   --            3,062,165          3,062,165
               ----------           ----------        -----------
               $7,493,505           $3,950,049        $11,443,554
               ==========           ==========        ===========
</Table>

7. LEASE COMMITMENTS

     The Company leases certain of its electronic data processing and
manufacturing equipment under non-cancelable lease agreements. These agreements
extend for a period of up to 60 months and contain purchase or renewal options
on a month-to-month basis. The leases are reflected in the consolidated
financial statements as capitalized leases in accordance with the requirements
of Statement of Financial Accounting Standards No. 13 ("SFAS 13"), "Accounting
for Leases". In addition, the Company leases certain office equipment under
noncancelable operating leases.

     Minimum lease payments under long-term capital leases and operating leases
at June 30, 2001 are as follows:

<Table>
<Caption>
Fiscal                                                          Capital     Operating
Year                                                             Leases      Leases
------                                                          --------    ---------
<S>                                                             <C>         <C>
2002                                                            $779,851    $235,085
2003                                                                  --     154,030
2004                                                                  --      83,378
                                                                --------    --------
Total minimum lease payments                                     779,851    $472,493
                                                                --------    ========
Less amount representing interest                                (35,280)
                                                                --------
Present value of future net minimum lease payments,
  including current portion of $744,571                         $744,571
                                                                ========
</Table>

     Rental expense incurred on operating leases in fiscal 2001, 2000, and 1999
totaled $538,426, $678,888 and $647,550, respectively.

8. INCOME TAXES

     The provision (benefit) for income taxes consists of the following:

<Table>
<Caption>
                                                                2001        2000          1999
                                                              --------    ---------    -----------
<S>                                                           <C>         <C>          <C>
Current:
  Federal                                                     $528,560    $ (49,915)   $(1,497,541)
  State                                                             --           --             --
                                                              --------    ---------    -----------
  Total current                                                528,560      (49,915)    (1,497,541)
                                                              --------    ---------    -----------
Deferred:
  Federal                                                     (110,410)    (561,137)      (113,472)
  State                                                       (246,258)     (83,911)      (261,963)
                                                              --------    ---------    -----------
  Total Deferred                                              (356,668)    (645,048)      (375,435)
                                                              --------    ---------    -----------
                                                              $171,892    $(694,963)   $(1,872,976)
                                                              ========    =========    ===========
</Table>

                                        32
<PAGE>   35

     Income taxes were 42.3%, 28.9%, and 31.3% of pre-tax earnings (losses) in
2001, 2000, and 1999, respectively. The Company reversed $0.3 million in
deferred tax valuation allowances during fiscal 2001 pursuant to the Company's
reassessment of the underlying deferred tax assets and determination that it is
more likely than not that the deferred tax assets will be fully utilized. The
valuation allowance was previously established for state tax net operating tax
carryforwards due to uncertainty as to their eventual utilization. The Company
now believes that these carryforwards will be fully utilized. A reconciliation
of income taxes, with the amounts computed at the statutory federal rate is as
follows:

<Table>
<Caption>
                                                                2001        2000          1999
                                                              --------    ---------    -----------
<S>                                                           <C>         <C>          <C>
Computed tax at federal statutory rate                        $138,050    $(818,869)   $(2,037,066)
State income taxes, net of federal tax benefit                 (43,799)     (55,381)      (172,876)
Non deductible goodwill                                        277,240      277,240        277,240
Change in valuation allowance                                 (325,391)          --             --
Other, net                                                      38,214      (97,953)        59,726
                                                              --------    ---------    -----------
Total                                                         $171,892    $(694,963)   $(1,872,976)
                                                              ========    =========    ===========
</Table>

     The deferred tax assets and deferred tax liabilities recorded on the
balance sheet as of June 30, 2001 and 2000 are as follows:

<Table>
<Caption>
                                                        2001                            2000
                                                        ----                            ----
                                              Deferred      Deferred Tax      Deferred      Deferred Tax
                                             Tax Assets     Liabilities      Tax Assets     Liabilities
                                            ------------    ------------    ------------    ------------
<S>                                         <C>             <C>             <C>             <C>
Current:
  Bad debts                                  $  236,228       $     --       $  344,321       $     --
  Accrued liabilities                           328,817             --          208,515             --
  Inventory                                          --        646,275               --        561,714
  Other property basis                          450,683             --               --             --
                                             ----------       --------       ----------       --------
                                              1,015,728        646,275          552,836        561,714
                                             ----------       --------       ----------       --------
Non Current:
  Depreciation                                  107,753             --               --         (5,407)
  Other property basis                               --        147,192               --        (97,665)
  Intangible assets                             176,737             --          530,163             --
  Net operating loss carryforward               170,998             --          264,274             --
  Other                                              --        111,288               --        353,447
                                             ----------       --------       ----------       --------
                                                455,488        258,480          794,437        250,375
                                             ----------       --------       ----------       --------
Valuation allowance                                  --             --         (325,391)            --
                                             ----------       --------       ----------       --------
Total deferred taxes                         $1,471,216       $904,755       $1,021,882       $812,089
                                             ==========       ========       ==========       ========
</Table>

9. RETIREMENT PLAN

     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, 2001, 2000 and 1999, the Company
made contributions of $234,472, $296,134, and $359,087 respectively.

10. STOCKHOLDERS' EQUITY

     The Company has established a 1991 Employee Non-Qualified Stock Option
Plan, a 1994 Employee Stock Option Plan, and a 1999 Incentive Stock Plan
(collectively the"Employee Plans"). The Employee Plans provide for the granting
of options to the Company's executive officers and key employees to purchase

                                        33
<PAGE>   36

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 1,800,000 shares of common stock
may be granted under the Employee Plans. Options generally become exercisable
ratably over a four year period or one-fourth of the shares covered thereby on
each anniversary of the date of grant, commencing on the first or second
anniversary of the date granted, except certain options granted under the 1994
Employee Stock Option Plan which become exercisable when the fair market value
of the common stock exceeds required levels. The right to exercise the options
expires in ten years, from the date of grant, or earlier if an option holder
ceases to be employed by the Company.

     In addition, the Company has established a 1991 Directors Non-Qualified
Stock Option Plan and a 1995 Directors Non-Qualified Stock Option Plan
(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 250,000
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 granted under the 1995 Directors
Non-Qualified Stock Option Plan 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.

     A summary of stock option transactions in 2001, 2000 and 1999,
respectively, pursuant to the Employee Plans and the Directors Plans is as
follows:

<Table>
<Caption>
                                                Weighted Average     Shares Subject
                                                     Price             To Option
                                               ------------------    --------------
<S>                                            <C>                   <C>
June 30, 1998                                         $8.39              625,450
  Options granted                                      1.97               54,000
  Options exercised                                      --                   --
  Options canceled                                    10.54             (149,700)
                                                                        --------
June 30, 1999                                         $7.13              529,750
                                                                        --------
Exercisable at June 30, 1999                                             148,500
                                                                        ========
June 30, 1999                                         $7.13              529,750
  Options granted                                      2.00              567,500
  Options exercised                                                           --
  Options canceled                                     7.89             (329,500)
                                                                        --------
June 30, 2000                                         $3.50              767,750
                                                                        --------
Exercisable at June 30, 2000                                             227,000
                                                                        ========
June 30, 2000                                         $3.50              767,750
  Options granted                                      3.17               95,500
  Options exercised                                                           --
  Options canceled                                     3.04              (67,850)
                                                                        --------
June 30, 2001                                         $3.50              795,400
                                                                        --------
Exercisable at June 30, 2001                                             369,025
                                                                        ========
</Table>

                                        34
<PAGE>   37

     The following table provides additional information for options outstanding
and exercisable at June 30, 2001.

OPTIONS OUTSTANDING

<Table>
<Caption>
                               Weighted Average     Weighted Average
Range of Prices    Number       Remaining Life       Exercise Price
---------------   ---------   ------------------   ------------------
<S>               <C>         <C>                  <C>
  $ 1.00-1.99       25,500        8.0 years               $1.90
         2.00      542,000        8.3 years                2.00
    2.01-6.99       99,000        8.5 years                4.05
    7.00-7.99       71,000        6.4 years                7.52
   8.00-18.50       57,900        3.4 years               12.40
                   -------
  $1.00-18.50      795,400        7.8 years               $3.50
</Table>

OPTIONS EXERCISABLE

<Table>
<Caption>
                                   Weighted Average
    Range of Prices    Number       Exercise Price
    ---------------   ---------   ------------------
    <S>               <C>         <C>                  <C>
      $ 1.00-1.99       10,500            $1.89
             2.00      237,125             2.00
        2.01-6.99       27,500             5.24
        7.00-7.99       39,750             7.50
       8.00-18.50       54,150            12.67
                       -------
      $1.00-18.50      369,025            $5.31
</Table>

     The Company has elected to follow the provisions prescribed by APB 25 and
its related interpretations, for financial reporting purposes, whereby the
difference between the exercise price and the fair value at the date of grant is
recognized as compensation expense.

     The Company has elected to follow the disclosure provisions of SFAS No.
123. Accordingly, no compensation expense has been recognized for the plans
under the provisions of SFAS No. 123. Had compensation cost for the plans been
determined based upon the fair value at the grant date for employee awards under
the Plan consistent with the methodology prescribed under SFAS No. 123, the
Company's net loss would have been increased or decreased, respectively, to the
following pro forma amount (in thousands, except per share).

<Table>
<Caption>
                                                                2001         2000          1999
                                                                -----       -------       -------
<S>                                                             <C>         <C>           <C>
Reported net income/(loss)                                      $ 234       $(1,713)      $(4,118)
Pro forma net income/(loss)                                     $  45       $(1,918)      $(4,374)
Basic and diluted earnings per share -- as reported             $0.03       $ (0.22)      $ (0.53)
Basic and diluted earnings per share -- pro forma               $0.01       $ (0.25)      $ (0.56)
</Table>

     The fair value of options granted, which is amortized to expense over the
option vesting period in determining the pro forma impact, has been estimated on
the date of grant using the Black-Scholes option-pricing model with the
following weighted average assumptions:

<Table>
<Caption>
                                                                 2001           2000           1999
                                                               --------       --------       --------
<S>                                                            <C>            <C>            <C>
Expected life of option                                        10 years       10 years       10 years
Risk-free interest rate                                             5.0%           5.9%           5.2%
Expected volatility                                                  49%            50%            37%
Expected dividend yield                                               0%             0%             0%
</Table>

                                        35
<PAGE>   38

     The weighted-average fair value of options granted during fiscal 2001 and
2000 determined using the Black-Scholes options pricing model is as follows:

<Table>
<Caption>
                                                                2001        2000        1999
                                                                -----       -----       -----
<S>                                                             <C>         <C>         <C>
Per share value                                                 $2.20       $1.38       $1.27
Aggregate value (in thousands)                                  $ 210       $ 780       $  70
</Table>

     In conjunction with a refinancing, 28,124 warrants were issued to the
holders of the subordinated notes payable and 50,000 warrants were issued to the
commercial lender providing the revolving credit facilities and the term loan
facilities on August 7, 1997. Each warrant entitles the holder to purchase one
share of common stock at $7.025 per share through August 7, 2002. The fair value
of the warrants using the Black-Scholes option pricing model was not
significant.

STOCKHOLDER RIGHTS PLAN

     The Board of Directors adopted a Stockholder Rights Plan in 1996 that would
permit stockholders to purchase common stock at prices substantially below
market value under certain change-in-control scenarios. At June 30, 2001, no
common stock has been purchased under this plan.

11. EXPORT SALES

     Export sales for the years ended June 30, 2001, 2000, and 1999 are
approximately as follows (in thousands):

<Table>
<Caption>
                                                                 2001          2000          1999
                                                                -------       -------       -------
<S>                                                             <C>           <C>           <C>
Europe                                                          $ 1,500       $ 2,100       $ 2,600
Canada                                                            1,500         1,800         1,900
Latin America                                                     3,200         3,900         3,500
Middle East                                                       1,200         1,300         1,300
Far East                                                          4,200         2,600         2,700
Other                                                             2,100           900         1,500
                                                                -------       -------       -------
                                                                $13,700       $12,600       $13,500
                                                                =======       =======       =======
</Table>

                                        36
<PAGE>   39

12. SUPPLEMENTAL BALANCE SHEET INFORMATION

<Table>
<Caption>
                                                                                 June 30,
                                                                          2001               2000
                                                                      ------------       ------------
<S>                                                 <C>               <C>                <C>
INVENTORIES
  Work in progress                                                    $    801,965       $  1,237,534
  Component parts                                                       12,018,928         11,209,463
  Finished goods                                                         4,258,140          4,295,181
                                                                      ------------       ------------
                                                                      $ 17,079,033       $ 16,742,178
                                                                      ============       ============
                                                     Estimated
                                                    Useful Life
                                                      (years)
PROPERTY, PLANT AND EQUIPMENT
  Machinery and equipment                              5-10           $ 15,670,224       $ 15,096,250
  Buildings                                            28-35            11,928,686         11,751,455
  Land and land improvements                            5-7                934,216            934,216
  Property held under capital leases                     5               4,518,761          4,518,761
                                                                      ------------       ------------
  Total property, plant and equipment at cost                           33,051,887         32,300,682
  Less accumulated depreciation and
     amortization, including $4,260,952 and
     $3,526,799, respectively, related to
     property held under capital leases                                (22,159,619)       (20,124,066)
                                                                      ------------       ------------
                                                                      $ 10,892,268       $ 12,176,616
                                                                      ============       ============
OTHER ACCRUED LIABILITIES
  Accrued compensation expense                                        $  1,114,128       $    756,328
  Accrued interest expense                                                  89,468            101,142
  Accrued income tax                                                     1,621,785          1,247,546
  Other                                                                    490,634            587,885
                                                                      ------------       ------------
                                                                      $  3,316,015       $  2,692,901
                                                                      ============       ============
</Table>

13. COMMITMENTS AND CONTINGENCIES

     The Company is subject to various investigations, claims and legal
proceedings covering a wide range of matters that arise in the ordinary course
of its business activities. In March through June 2000, the FDA conducted an
inspection of the Company's St. Louis facility and provided a written report,
known as an "FDA Form 483" or simply a "483," citing FDA observations concerning
GMP compliance and quality control issues applicable to demand valves, emergency
ventilators, circumcision clamps, and regulators. The Company provided a written
response to the FDA and in August 2000, the FDA issued a warning letter and
requested that the Company clarify and supplement its responses to the 483
observations. As a result, the Company has submitted to the FDA a written
supplemental response and is in the process of implementing actions to address
the FDA concerns. The Company met with the FDA at their Kansas City field office
in March 2001 to discuss the responses and actions. The Company believes that
its responses to date and its continuing attention to the matters raised by the
FDA will avert any FDA action seeking to interrupt or suspend manufacturing or
to 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 and that it is not reasonably
possible at this time that any additional liabilities will result from the
resolution of these matters that would have a material adverse effect on the
Company's consolidated results of operations or financial position.

                                        37
<PAGE>   40

14. QUARTERLY FINANCIAL DATA (UNAUDITED)

     Summarized quarterly financial data for fiscal 2001 and 2000 appears below
(all amounts in thousands except per share data):

<Table>
<Caption>
                          June 30,   March 31,   Dec. 31,    Sept. 30,   June 30,   March 31,   Dec. 31,    Sept. 30,
  Three months ended,       2001       2001        2000        2000        2000       2000        1999        1999
---------------------------------------------------------------------------------------------------------------------
<S>                       <C>        <C>         <C>         <C>         <C>        <C>         <C>         <C>
Net sales                 $16,556     $16,643     $16,709     $15,020    $15,174     $17,218     $17,160     $16,443
Gross profit                4,705       4,175       4,176       3,607      2,813       4,481       4,362       3,829
Income (loss) from          1,014         598         418         (20)      (956)        919         359        (917)
  operations
Net income (loss)             631          40         (90)       (347)      (894)        210        (126)       (903)
Basic and diluted            0.08        0.01       (0.01)      (0.04)     (0.11)        .03       (0.02)      (0.12)
  earnings
  (loss) per share
</Table>

15. 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.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

     None

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     A definitive proxy statement is expected to be filed with the Securities
and Exchange Commission on or about October 3, 2001. The information required by
this item is set forth under the caption "Election of Directors" on pages 2
through 3, under the caption "Executive Officers" on page 6 and under the
caption Section 16(a) Beneficial Ownership Reporting Compliance on page 14 of
the definitive proxy statement, which information is incorporated herein by
reference thereto.

ITEM 11. EXECUTIVE COMPENSATION

     The information required by this item is set forth under the caption
"Executive Compensation" on pages 7 through 8 of the definitive proxy statement,
which information is incorporated herein by reference thereto.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information required by this item is set forth under the caption
"Security Ownership of Certain Beneficial Owners and Management" on pages 4
through 5 of the definitive proxy statement, which information is incorporated
herein by reference thereto.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     None

                                        38
<PAGE>   41

                                    PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM 8-K

1. FINANCIAL STATEMENTS

     The following consolidated financial statements of the Company and its
subsidiaries are included in response to Item 8:

        Consolidated Statement of Operations for the years ended June 30, 2001,
         2000, and 1999

        Consolidated Balance Sheet at June 30, 2001 and 2000

        Consolidated Statement of Changes in Stockholders' Equity for the years
         ended June 30, 2001, 2000 and 1999

        Consolidated Statement of Cash Flows for the years ended June 30, 2001,
         2000 and 1999

        Notes to Consolidated Financial Statements

        Report of Independent Accountants

2. FINANCIAL STATEMENT SCHEDULE

        Valuation and Qualifying Accounts and Reserves for the Years Ended June
         30, 2001, 2000 and 1999

     All other schedules are omitted because they are not applicable or the
required information is shown in the financial statements or notes thereto.

3. EXHIBITS

     The exhibits listed on the accompanying Index to Exhibits are filed as part
of this Report.

4. REPORTS ON FORM 8-K

     None.

                                        39
<PAGE>   42

                                   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/ EARL R. REFSLAND
                                          --------------------------------------
                                                     Earl R. Refsland
                                          President and Chief Executive Officer

                                                  /s/ DANIEL C. DUNN
                                          --------------------------------------
                                                      Daniel C. Dunn
                                             Vice President, Chief Financial
                                                  Officer, and Secretary

Dated: September 27, 2001

     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 September 27, 2001.

<Table>
<Caption>
                 SIGNATURES                                               TITLE
<S>                                                <C>
                      *                            Chairman of the Board
---------------------------------------------
                John D. Weil

                      *                            President, Chief Executive Officer and Director
---------------------------------------------      (principal Executive Officer)
              Earl R. Refsland

                      *                            Director
---------------------------------------------
               William A. Peck

                      *                            Director
---------------------------------------------
               Brent D. Baird

                      *                            Director
---------------------------------------------
            James B. Hickey, Jr.

          *By: /s/ EARL R. REFSLAND
   ---------------------------------------
              Earl R. Refsland
              Attorney-in-Fact
</Table>

-------------------------
* Such signature has been affixed pursuant to the following Power of Attorney.

                                        40
<PAGE>   43

                      REPORT OF INDEPENDENT ACCOUNTANTS ON

                          FINANCIAL STATEMENT SCHEDULE

To the Board of Directors of
Allied Healthcare Products, Inc.


Our audits of the consolidated financial statements referred to in our report
dated August 9, 2000, appearing in the 2000 Annual Report to Shareholders of
Allied Healthcare Products, Inc. (which report and consolidated financial
statements are incorporated by reference in this Annual Report on Form 10-K)
also included an audit of the Financial Statement Schedule listed in item
14(a)(2) of this Form 10-K. In our opinion, this Financial Statement Schedule
presents fairly, in all material aspects, the information set forth therein
when read in conjunction with the related consolidated financial statements.


/s/ PricewaterhouseCoopers LLP

St. Louis, Missouri
August 17, 2001







                                      S-1

<PAGE>   44
                        ALLIED HEALTHCARE PRODUCTS, INC.
            RULE 12-09 VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

<TABLE>
<CAPTION>
        COLUMN A              COLUMN B                     COLUMN C                   COLUMN D                COLUMN E
---------------------------------------------------------------------------------------------------------------------------
                             BALANCE AT          CHARGED TO        CHARGED TO
                            BEGINNING OF            COSTS        OTHER ACCOUNTS -   DEDUCTIONS -           BALANCE AT END
      DESCRIPTION              PERIOD           AND EXPENSES         DESCRIBE         DESCRIBE               OF PERIOD
---------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                 <C>              <C>                <C>                   <C>
                                             FOR THE YEAR ENDED JUNE 30, 2001

Reserve For
Doubtful Accounts                 $(882,874)          $(259,997)                          $537,157  (1)         $(605,714)

Inventory Allowance
For Obsolescence

And Excess Quantities           $(2,894,610)          $(149,000)                          $470,643  (2)       $(2,572,967)

---------------------------------------------------------------------------------------------------------------------------

                                             FOR THE YEAR ENDED JUNE 30, 2000

Reserve For
Doubtful Accounts                 $(834,883)           $(68,667)                           $20,676  (1)         $(882,874)

Inventory Allowance
For Obsolescence

And Excess Quantities           $(1,936,402)          $(958,208)                                --            $(2,894,610)

---------------------------------------------------------------------------------------------------------------------------

                                             FOR THE YEAR ENDED JUNE 30, 1999

Reserve For
Doubtful Accounts              $ (1,035,833)         $ (175,496)                         $ 376,446   (1)       $ (834,883)

Inventory Allowance
For Obsolescence

And Excess Quantities          $ (2,189,000)          $(200,000)                          $452,598   (3)      $(1,936,402)

---------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      Decrease due to bad debt write-offs and  recoveries.

(2)      Decrease due to disposal of obsolete inventory.

(3)      Decrease due to disposal of obsolete inventory and a decrease of
         $228,928 due to the sale of the Headwall Products Division.




                                      S-2
<PAGE>   45

                                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)

  3.2          By-Laws of the Registrant (filed as Exhibit 3(2) to the
               Registration Statement and incorporated herein by reference)

  4.1          Certificate of Designations, Preferences and Rights of Series A
               Preferred Stock of Allied Healthcare Products, Inc. dated August
               21, 1996 (filed with the Commission as Exhibit 4(1) to the
               Company's Annual Report on Form 10-K for the fiscal year ended
               June 30, 1997 (the "1997 Form 10-K") and incorporated herein by
               reference)

  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         Allied Healthcare Products, Inc. 1991 Employee Non-Qualified
               Stock Option Plan (filed as Exhibit 10(26) to the Registration
               Statement and incorporated herein by reference)

  10.3         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 (the "1998 Form 10-K") and incorporated by reference)

  10.4         Allied Healthcare Products, Inc. 1994 Employee Stock Option Plan
               (filed with the Commission as Exhibit 10(39) to the Company's
               Annual Report on Form 10-K for the year ended June 30, 1994 (the
               "1994 Form 10-K") and incorporated herein by reference)

  10.5         Allied Healthcare Products, Inc. 1995 Directors Non-Qualified
               Stock Option Plan (filed with the Commission as Exhibit 10(25) to
               the Company's Annual Report on Form 10-K for the fiscal year
               ended June 30, 1995 (the "1995 Form 10-K") and incorporated
               herein by reference)

  10.6         Allied Healthcare Products, Inc. Amended 1994 Employee Stock
               Option Plan (filed with the Commission as Exhibit 10(28) to the
               Company's Annual Report on Form 10-K for the fiscal year ended
               June 30, 1996 (the "1996 Form 10-K") and incorporated herein by
               reference)

  10.7         Employment Agreement dated November 19, 1996 by and between
               Allied Healthcare Products, Inc. and Uma N. Aggarwal (filed as
               Exhibit 10(1) to the Company's Quarterly Report on Form 10-Q for
               the quarter ended December 31, 1996 and incorporated herein by
               reference)

  10.8         Option Agreement dated November 19, 1996 by and between Allied
               Healthcare Products, Inc. and Uma N. Aggarwal (filed as Exhibit
               10(2) to the Company's Quarterly Report on Form 10-Q for the
               quarter ended December 31, 1996 and incorporated herein by
               reference)

  10.9         Option Agreement dated November 19, 1996 between Allied
               Healthcare Products, Inc. and Uma N. Aggarwal (filed as Exhibit
               10(3) to the Company's Quarterly Report on Form 10-Q for the
               quarter ended December 31, 1996 and incorporated herein by
               reference)




<PAGE>   46

  10.11        Loan and Security Agreement, dated as of August 7, 1997 by and
               among Allied Healthcare Products, Inc., B&F Medical Products,
               Inc., Bear Medical Systems, Inc., Hospital Systems, Inc., Life
               Support Products, Inc., and BiCore Monitoring Systems, Inc., as
               Borrowers, and Foothill Capital Corporation (filed with the
               Commission as Exhibit 10(31) to the Company's Annual Report on
               Form 10-K for the fiscal year ended June 20, 1997 (the "1997 Form
               10-K") and incorporated herein by reference)

  10.12        Warrant dated August 7, 1997 issued by Allied Healthcare
               Products, Inc. in favor of Woodbourne Partners, L.P. (filed with
               the Commission as Exhibit 10(36) to the 1997 Form 10-K and
               incorporated herein by reference)

  10.13        Warrant dated August 7, 1997 issued by Allied Healthcare
               Products, Inc. in favor of Donald E. Nickelson (filed with the
               Commission as Exhibit 10(37) to the 1997 Form 10-K and
               incorporated herein by reference)

  10.14        Warrant dated August 7, 1997 issued by Allied Healthcare
               Products, Inc. in favor of Dennis W. Sheehan (filed with the
               Commission as Exhibit 10(38) to the 1997 form 10-K and
               incorporated herein by reference)

  10.15        Agreement effective as of June 1, 1997 between Allied Healthcare
               Products, Inc. and District No. 9 International Association of
               Machinists and Aerospace Workers (filed with the Commission as
               Exhibit 10(39) to the 1997 Form 10-K and incorporated herein by
               reference)

  10.16        Asset Purchase Agreement by and between BM Acquisition Corp.,
               ThermoElectron Corporation, Bear Medical Systems, Inc., BiCore
               Monitoring Systems, Inc., Allied Healthcare Products AG, Bear
               Medical Systems Foreign Sales Corporation and Allied Healthcare
               Products, Inc. (filed with the Commission as Exhibit 2.1 to the
               Form 8-K filed on November 14, 1997 and incorporated herein by
               reference)

  10.17        Amendment Number One to Loan and Security Agreement dated as of
               March 3, 1998 among Allied Healthcare Products, Inc., B&F Medical
               Products, Inc., Hospital Systems, Inc. and Life Support Products,
               Inc. as Borrowers, and Foothill Capital Corporation (filed with
               the Commission as Exhibit 10.1 to the Company's Quarterly Report
               on Form 10-Q for the quarter ended March 31, 1998 and
               incorporated herein by reference)

  10.18        Loan and Security Agreement, dated as of August 7, 1998 by and
               between Allied Healthcare Products, Inc. and LaSalle National
               Bank (filed with the Commission as Exhibit 10(24) to the
               Company's Annual Report on Form 10-K for the fiscal year ended
               June 30, 1998 (the "1998 Form 10-K") and incorporated herein by
               reference)

  10.19        Amendment Number Two to Loan and Security Agreement dated as of
               September 10, 1998 among Allied Healthcare Products, Inc., B&F
               Medical Products, Inc., Hospital Systems, Inc. and Life Support
               Products, Inc. as Borrowers, and Foothill Capital Corporation
               (filed with the Commission as Exhibit 10(25) to the 1998 Form
               10-K and incorporated herein by reference)

  10.20        Letter Agreement dated February 11, 1999 between Allied
               Healthcare Products, Inc. and Gabriel S. Kohn (filed with the
               Commission as Exhibit 10(20) to the Company's Annual Report on
               Form 10-K for the fiscal year ended June 30, 1999 (the "1999 Form
               10-K") and incorporated herein by reference)

  10.22        Form of Indemnification Agreement with officers and directors
               (filed herewith).

  10.23        Amendment Number One to Amended and Restated Loan and Security
               Agreement dated as of June 28, 1999 among Allied Healthcare
               Products, Inc., B&F Medical Products, Inc. and Life Support
               Products, Inc. as Borrowers, and Foothill Capital Corporation
               (filed with the Commission as Exhibit 10(23) to the 1999 Form
               10-K and incorporated herein by reference)



<PAGE>   47


  10.24        Asset Purchase Agreement dated May 28, 1999 by and between Allied
               Healthcare Products, Inc. and Hospital Systems, Inc. and David
               Miller (filed with the Commission as Exhibit 10(24) to the 1999
               Form 10-K and incorporated herein by reference)

  10.25        Employment Agreement dated August 24, 1999 by and between Allied
               Healthcare Products, Inc. and Earl Refsland (filed with the
               Commission as Exhibit 10(25) to the 1999 Form 10-K and
               incorporated herein by reference)

  10.26        Allied Healthcare Products, Inc. 1999 Incentive Stock Plan (filed
               with the Commission as Exhibit 10(26) to the 1999 Form 10-K and
               incorporated herein by reference)

  10.27        Letter of Second Amendment to the $5,000,000 Promissory Note
               dated August 7, 1998 made by Allied Healthcare Products, Inc. to
               the order of LaSalle Bank National Association (filed on Exhibit
               10.27 to the 1999 Form 10-K and incorporated by reference)

  10.28        Agreement between Allied Healthcare Products, Inc. Medical
               Products Division and District No. 9 International Association of
               Machinists and Aerospace Workers dated August 1, 2000 through May
               31, 2003 (filed on Exhibit 10.28 to the 2000 Form 10-K and
               incorporated by reference)

  10.29        Letter Agreement dated July 2, 2001 between Allied Healthcare
               Products, Inc. and Daniel C. Dunn

     21        Subsidiaries of the Registrant (filed on Exhibit 21 to the 2000
               Form 10-K)

     24        Powers of Attorney



</TEXT>
</DOCUMENT>
