UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549


 

WASHINGTON, D.C. 20549FORM 10-Q

 

FORM 10-Q


 

Quarterly Report pursuant to Section☒ QUARTERLY REPORT PURSUANT TO SECTION 13 orOR 15(d)

of the Securities Exchange Act of OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Quarterly Period Endedquarterly period ended September 30, 20172022

 

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 No. 01-1572501-15725

 

Alpha Pro Tech, Ltd.

(exact nameExact Name of registrantRegistrant as specifiedSpecified in its charter)Its Charter)

 

Delaware, U.S.A.

63-1009183

(State or other jurisdictionOther Jurisdiction of incorporation)Incorporation or Organization)

(I.R.S. Employer Identification No.)

  

60 Centurian Drive,, Suite 112

L3R 9R2
Markham, Ontario, Canada(Zip Code)
(Address of Principal Executive Offices) 

Markham, Ontario, Canada

L3R 9R2

(Address of principal executive offices)

(Zip Code)

 

Registrant’sRegistrant’s telephone number, including area code: (905) 479-0654

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

APT

NYSE American

 

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 No ___

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No ___

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer___ Accelerated filer ___ Non-accelerated filer ____ Smaller reporting company

Emerging growth company ___

Large accelerated filer ☐Accelerated filer ☒Non-accelerated filer ☐Smaller reporting company ☒
Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ___

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ___ No X  

 

Indicate the number of shares outstanding of each of the issuer’sissuer’s classes of common stock, as of the latest practicable date.

 

Class

 

Outstanding November 3, 2017

2, 2022

Common Stock, $0.01 par value

 

15,155,52312,514,956 shares

 


 

Alpha Pro Tech, Ltd.

 

Index

 

PART I.

FINANCIAL INFORMATION

 
  

ITEM 1.

Financial Statements

page

  

 

Condensed Consolidated Balance Sheets (Unaudited)

1

   
 

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

2

   
 

Condensed Consolidated Statements of Comprehensive IncomeShareholders’ Equity (Unaudited)

3
   
 

Condensed Consolidated StatementStatements of Shareholders’ EquityCash Flows (Unaudited)

4

   
 

Notes to Condensed Consolidated Financial Statements of Cash Flows (Unaudited)

5

   

Notes to Condensed Consolidated Financial Statements (Unaudited)

6

ITEM 2.

Management’s Management’s Discussion and Analysis of Financial Condition and Results of Operations

1413
 

ITEM 3.

Quantitative and Qualitative Disclosures about Market Risk

21

22
  

ITEM 4.

Controls and Procedures

21

22
  

PART II.

OTHER INFORMATION

 
  

ITEM 1.

I. Legal Proceedings

22

23
  
ITEM IA. Risk Factors23
 

ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds

22

ITEM 6.

Exhibits

23
  

SIGNATURES

ITEM 6. Exhibits

24

25
  

EXHIBITS

SIGNATURES
26
 
EXHIBITS

 


 

Alpha Pro Tech, Ltd.

 

 

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ITEM 1. FINANCIAL STATEMENTS

Condensed ConsolidatedConsolidated Balance Sheets (Unaudited)

       
  

September 30,

  

December 31,

 
  

2017

  2016 (1) 

Assets

        

Current assets:

        

Cash

 $8,968,000  $9,456,000 

Investments

  252,000   607,000 

Accounts receivable, net of allowance for doubtful accounts of $83,000 and $67,000 as of September 30, 2017 and December 31, 2016, respectively

  5,445,000   4,648,000 

Accounts receivable, unconsolidated affiliate

  450,000   174,000 

Inventories

  9,464,000   10,994,000 

Prepaid expenses and other current assets

  3,092,000   3,346,000 

Deferred income tax assets

  -   438,000 

Total current assets

  27,671,000   29,663,000 
         

Property and equipment, net

  3,001,000   2,646,000 

Goodwill

  55,000   55,000 

Definite-lived intangible assets, net

  23,000   34,000 

Equity investments in unconsolidated affiliate

  3,877,000   3,538,000 

Total assets

 $34,627,000  $35,936,000 
         

Liabilities and Shareholders' Equity

        

Current liabilities:

        

Accounts payable

 $1,048,000  $1,005,000 

Accrued liabilities

  977,000   1,460,000 

Total current liabilities

  2,025,000   2,465,000 
         

Deferred income tax liabilities

  256,000   807,000 

Total liabilities

  2,281,000   3,272,000 
         

Commitments

        

Shareholders' equity:

        

Common stock, $.01 par value: 50,000,000 shares authorized; 14,583,315 and 15,411,556 shares outstanding as of September 30, 2017 and December 31, 2016, respectively

  146,000   154,000 

Additional paid-in capital

  6,600,000   9,990,000 

Accumulated other comprehensive loss

  (447,000)  (204,000)

Retained earnings

  26,047,000   22,724,000 

Total shareholders' equity

  32,346,000   32,664,000 

Total liabilities and shareholders' equity

 $34,627,000  $35,936,000 

  September 30,   December 31, 
  

2022

   2021 (1) 

Assets

        
Current assets:        

Cash and cash equivalents

 $15,517,000  $16,307,000 

Accounts receivable, net of allowance for doubtful accounts of $58,000 and $64,000 as of September 30, 2022 and as of December 31, 2021, respectively

  6,077,000   3,397,000 

Accounts receivable, related party

  1,222,000   1,383,000 

Inventories

  25,124,000   24,969,000 

Prepaid expenses

  4,569,000   6,943,000 

Total current assets

  52,509,000   52,999,000 
         

Property and equipment, net

  5,773,000   6,064,000 

Goodwill

  55,000   55,000 

Definite-lived intangible assets, net

  2,000   3,000 

Right-of-use assets

  1,959,000   2,648,000 

Equity investment in unconsolidated affiliate

  6,207,000   6,120,000 

Total assets

 $66,505,000  $67,889,000 
         

Liabilities and Shareholders' Equity

        
Current liabilities:        

Accounts payable

 $272,000  $528,000 

Accrued liabilities

  747,000   1,250,000 

Current portion of lease liabilities

  895,000   883,000 

Total current liabilities

  1,914,000   2,661,000 
         

Lease liabilities, net of current portion

  1,115,000   1,817,000 

Deferred income tax liabilities, net

  791,000   791,000 

Total liabilities

  3,820,000   5,269,000 

Commitments and contingincies

        
Shareholders' equity:        

Common stock, $.01 par value: 50,000,000 shares authorized;12,477,306 and 13,115,341 shares outstanding as of September 30, 2022 and December 31, 2021, respectively

  126,000   132,000 

Additional paid-in capital

  -   - 

Retained earnings

  62,559,000   62,488,000 

Total shareholders' equity

  62,685,000   62,620,000 

Total liabilities and shareholders' equity

 $66,505,000  $67,889,000 

 

(1) The condensed consolidated balance sheet as of December 31, 20162021 has been prepared using information from the audited consolidated balance sheet as of that date.

 

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

 


1

 

Alpha Pro Tech, Ltd.

 

 

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

       
  

For the Three Months Ended

  

For the Nine Months Ended

 
  

September 30,

  

September 30,

 
  

2017

  

2016

  

2017

  

2016

 
                 

Net sales

 $12,049,000  $11,779,000  $34,082,000  $36,334,000 
                 

Cost of goods sold, excluding depreciation and amortization

  7,337,000   7,263,000   20,589,000   23,032,000 

Gross profit

  4,712,000   4,516,000   13,493,000   13,302,000 
                 

Operating expenses:

                

Selling, general and administrative

  3,450,000   3,158,000   10,269,000   9,950,000 

Depreciation and amortization

  147,000   153,000   426,000   425,000 

Total operating expenses

  3,597,000   3,311,000   10,695,000   10,375,000 
                 

Income from operations

  1,115,000   1,205,000   2,798,000   2,927,000 
                 

Other income:

                

Equity in income of unconsolidated affiliate

  105,000   242,000   339,000   433,000 

Gain on sale of property

  385,000   -   385,000   - 

Interest income, net

  1,000   1,000   3,000   3,000 

Total other income

  491,000   243,000   727,000   436,000 
                 

Income before provision for income taxes

  1,606,000   1,448,000   3,525,000   3,363,000 
                 

Provision for income taxes

  503,000   429,000   1,068,000   1,040,000 
                 

Net income

 $1,103,000  $1,019,000  $2,457,000  $2,323,000 
                 
                 

Basic earnings per common share

 $0.07  $0.06  $0.16  $0.14 
                 

Diluted earnings per common share

 $0.07  $0.06  $0.16  $0.14 
                 

Basic weighted average common shares outstanding

  14,732,173   16,695,059   14,962,606   17,190,073 
                 

Diluted weighted average common shares outstanding

  14,933,426   16,706,532   15,075,940   17,190,073 

  

For the Three Months Ended

  

For the Nine Months Ended

 
  

September 30,

  

September 30,

 
  

2022

  

2021

  

2022

  

2021

 
                 

Net sales

 $14,722,000  $14,475,000  $49,756,000  $55,442,000 
                 

Cost of goods sold, excluding depreciation and amortization

  9,904,000   9,533,000   32,884,000   35,089,000 

Gross profit

  4,818,000   4,942,000   16,872,000   20,353,000 
                 
Operating expenses:                

Selling, general and administrative

  3,970,000   3,884,000   12,341,000   12,661,000 

Depreciation and amortization

  201,000   209,000   641,000   611,000 

Total operating expenses

  4,171,000   4,093,000   12,982,000   13,272,000 
                 

Income from operations

  647,000   849,000   3,890,000   7,081,000 
                 
Other income (loss):                

Loss on fixed assets

  -   -   (490,000)  - 

Equity in income (loss) of unconsolidated affiliate

  (13,000)  112,000   87,000   623,000 

Interest income, net

  28,000   1,000   39,000   2,000 

Total other income (loss)

  15,000   113,000   (364,000)  625,000 
                 

Income before provision for income taxes

  662,000   962,000   3,526,000   7,706,000 
                 

Provision for income taxes

  159,000   196,000   808,000   1,550,000 
                 

Net income

 $503,000  $766,000  $2,718,000  $6,156,000 
                 
                 

Basic earnings per common share

 $0.04  $0.06  $0.21  $0.46 
                 

Diluted earnings per common share

 $0.04  $0.06  $0.21  $0.45 
                 

Basic weighted average common shares outstanding

  12,615,187   13,177,520   12,834,505   13,255,125 
                 

Diluted weighted average common shares outstanding

  12,688,381   13,419,485   12,909,870   13,555,925 

 

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

 


2

 

Alpha Pro Tech, Ltd.

 

 

Condensed Consolidated Statements of Comprehensive IncomeShareholders Equity (Unaudited)


For the Nine Months Ended September 30, 2022

 

       
  

For the Three Months Ended

  

For the Nine Months Ended

 
  

September 30,

  

September 30,

 
  

2017

  

2016

  

2017

  

2016

 
                 

Net income

 $1,103,000  $1,019,000  $2,457,000  $2,323,000 

Other comprehensive income (loss):

                

Change in unrealized gain (loss) on marketable securities, net of tax

  (208,000)  28,000   (243,000)  (50,000)

Comprehensive income

 $895,000  $1,047,000  $2,214,000  $2,273,000 
          

Additional

         
  

Common Stock

  

Paid-in

  

Retained

     
  

Shares

  

Amount

  

Capital

  

Earnings

  

Total

 

Balance as of December 31, 2021

  13,115,341  $132,000  $-  $62,488,000  $62,620,000 

Net income

  -   -   -   1,522,000   1,522,000 

Common stock repurchased and retired

  (170,000)  (2,000)  (55,000)  (699,000)  (756,000)

Stock-based compensation expense

  -   -   55,000   -   55,000 

Balance as of March 31, 2022

  12,945,341   130,000   -   63,311,000   63,441,000 

Net income

  -   -   -   693,000   693,000 

Common stock repurchased and retired

  (225,500)  (2,000)  (62,000)  (896,000)  (960,000)

Stock-based compensation expense

  -   -   32,000   -   32,000 

Options exercised

  8,332   -   30,000   -   30,000 

Balance as of June 30, 2022

  12,728,173   128,000   -   63,108,000   63,236,000 

Net income

  -   -   -   503,000   503,000 

Common stock repurchased and retired

  (259,200)  (2,000)  (62,000)  (1,052,000)  (1,116,000)

Stock-based compensation expense

  -   -   32,000   -   32,000 

Options exercised

  8,333   -   30,000   -   30,000 

Balance as of September 30, 2022

  12,477,306  $126,000  $-  $62,559,000  $62,685,000 

For the Nine Months Ended September 30, 2021

          

Additional

         
  

Common Stock

  

Paid-in

  

Retained

     
  

Shares

  

Amount

  

Capital

  

Earnings

  

Total

 

Balance as of December 31, 2020

  13,419,847  $135,000  $409,000  $59,476,000  $60,020,000 

Net income

  -   -   -   3,719,000   3,719,000 

Common stock repurchased and retired

  (186,000)  (2,000)  (817,000)  (1,547,000)  (2,366,000)

Stock-based compensation expense

  -   -   101,000   -   101,000 

Options exercised

  89,494   1,000   307,000   -   308,000 

Balance as of March 31, 2021

  13,323,341   134,000   -   61,648,000   61,782,000 

Net income

  -   -   -   1,671,000   1,671,000 

Common stock repurchased and retired

  (150,000)  (2,000)  (151,000)  (1,189,000)  (1,342,000)

Stock-based compensation expense

  -   -   68,000   -   68,000 

Options exercised

  35,000   -   83,000   -   83,000 

Balance as of June 30, 2021

  13,208,341   132,000   -   62,130,000   62,262,000 

Net income

  -   -   -   766,000   766,000 

Common stock repurchased and retired

  (46,000)  -   (69,000)  (300,000)  (369,000)

Stock-based compensation expense

  -   -   69,000   -   69,000 

Balance as of September 30, 2021

  13,162,341  $132,000  $-  $62,596,000  $62,728,000 

 

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

 


3

 

Alpha Pro Tech, Ltd.

 

 

Condensed Consolidated Statement of Shareholders’ Equity (Unaudited)

                        

For the Nine Months Ended September 30, 2017

                  
              

Accumulated

         
          

Additional

  

Other

         
  

Common Stock

  

Paid-in

  

Comprehensive

  

Retained

     
  

Shares

  

Amount

  

Capital

  

Loss

  

Earnings

  

Total

 

Balance as of December 31, 2016

  15,411,556  $154,000  $9,990,000  $(204,000) $22,724,000  $32,664,000 

Common stock repurchased and retired

  (898,242)  (9,000)  (2,892,000)  -   -   (2,901,000)

Stock-based compensation expense

  -   -   244,000   -   -   244,000 

Options exercised

  70,001   1,000   124,000   -   -   125,000 

Net income

  -   -   -   -   2,457,000   2,457,000 

Other comprehensive loss

  -   -   -   (243,000)  -   (243,000)

Cumulative-effect adjustment of change in accounting for stock-based compensation

  -   -   (866,000)  -   866,000   - 

Balance as of September 30, 2017

  14,583,315  $146,000  $6,600,000  $(447,000) $26,047,000  $32,346,000 

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).


Alpha Pro Tech, Ltd.

Condensed Consolidated Statements of Cash Flows (Unaudited)

    
  

For the Nine Months Ended September 30,

 
  

2017

  

2016

 

Cash Flows From Operating Activities:

        

Net income

 $2,457,000  $2,323,000 

Adjustments to reconcile net income to net cash provided by operating activities:

        

Stock-based compensation expense

  244,000   115,000 

Depreciation and amortization

  426,000   425,000 

Equity in income of unconsolidated affiliate

  (339,000)  (433,000)

Gain on sale of property

  (385,000)  - 

Changes in assets and liabilities:

        

Accounts receivable, net

  (797,000)  (1,953,000)

Accounts receivable, unconsolidated affiliate

  (276,000)  (11,000)

Inventories

  1,530,000   4,544,000 

Prepaid expenses and other current assets

  254,000   191,000 

Accounts payable and accrued liabilities

  (440,000)  815,000 
         

Net cash provided by operating activities

  2,674,000   6,016,000 
         

Cash Flows From Investing Activities:

        

Purchase of property and equipment

  (923,000)  (212,000)

Proceeds from sale of property

  537,000   - 

Purchase of marketable securities

  -   (41,000)
         

Net cash used in investing activities

  (386,000)  (253,000)
         

Cash Flows From Financing Activities:

        

Repurchase of common stock

  (2,901,000)  (3,689,000)

Proceeds from exercise of stock options

  125,000   17,000 
         

Net cash used in financing activities

  (2,776,000)  (3,672,000)
         

Increase (decrease) in cash

  (488,000)  2,091,000 
         

Cash, beginning of the period

  9,456,000   9,681,000 
         

Cash, end of the period

 $8,968,000  $11,772,000 

  For the Nine Months Ended 
  

September 30,

 
  

2022

  

2021

 
Cash Flows From Operating Activities:        

Net income

 $2,718,000  $6,156,000 
Adjustments to reconcile net income to net cash provided by operating activities:        

Stock-based compensation

  119,000   238,000 

Depreciation and amortization

  641,000   611,000 

Equity in income of unconsolidated affiliate

  (87,000)  (623,000)

Operating lease expense, net of accretion

  689,000   663,000 
Changes in operating assets and liabilities:        

Accounts receivable, net

  (2,680,000)  4,141,000 

Accounts receivable, related party

  161,000   (491,000)

Inventories

  (155,000)  (6,441,000)

Prepaid expenses

  2,374,000   (337,000)

Accounts payable and accrued liabilities

  (759,000)  (2,627,000)

Customer advance payments of orders

  -   (209,000)

Lease liabilities

  (690,000)  (660,000)
         

Net cash provided by operating activities

  2,331,000   421,000 
         
Cash Flows From Investing Activities:        

Purchases of property and equipment

  (349,000)  (2,391,000)
         

Net cash used in investing activities

  (349,000)  (2,391,000)
         
Cash Flows From Financing Activities:        

Proceeds from exercise of stock options

  60,000   391,000 

Repurchase of common stock

  (2,832,000)  (4,077,000)
         

Net cash used in financing activities

  (2,772,000)  (3,686,000)
         

Decrease in cash

  (790,000)  (5,656,000)
         

Cash, beginning of the period

  16,307,000   23,292,000 
         

Cash, end of the period

 $15,517,000  $17,636,000 

 

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

 


4

 

Alpha Pro Tech, Ltd.

 

Notes to Condensed Consolidated Financial Statements (Unaudited)


 

1.

The Company

 

Alpha Pro Tech, Ltd. (“Alpha Pro Tech”Tech,” the “Company,” “we”, “us” or the “Company”“our”) is in the business of protecting people, products and environments. The Company accomplishes this by developing, manufacturing and marketing a line of building supply products for the new home and re-roofing markets;markets and a line of disposable protective apparel for the cleanroom, industrial, and pharmaceutical, markets; and a line of infection control products for the medical and dental markets.

 

The Building Supply segment consists of construction weatherization products, such as housewrap, housewrap accessories, namely tape and flashing, and synthetic roof underlayment,, as well as other woven material.

 

The Disposable Protective Apparel segment consists of a complete line of shoecovers,disposable protective garments (shoecovers, bouffant caps, coveralls, gowns, frocks and lab coats.coats), face masks and face shields. All of our disposable protective apparel products, including face masks and face shields, are sold through similar distribution channels, are single-use and disposable, have the purpose of protecting people, products and environments, and have to be produced in Food and Drug Administration (“FDA”) approved facilities, regardless of the market served.

 

The Infection Control segment consists of a line of face masks and eye shields.

The Company’sCompany’s products are sold under the "Alpha Pro Tech" brand name andas well as under private label and are predominantly sold in the United States of America (“US”).

 

The ongoing novel coronavirus (COVID-19) pandemic has adversely affected global economies, financial markets and the overall environment in which we do business. Overall, the increase in sales of our Disposable Protective Apparel segment products resulting from the pandemic has had a positive impact on our year-to-date results, but the positive impact in 2022 is less than in 2021 and 2020, as the effects of COVID-19 are normalizing. The extent of the pandemic’s effect on our future operational and financial performance will depend in large part on future developments, which cannot be predicted with confidence at this time. Future developments include the duration, scope and severity of the pandemic and new variants, including the Omicron variants, the actions taken to contain or mitigate its impact, the impact on governmental programs and budgets, the development of treatments or vaccines, the efficacy of mass vaccinations, and the resumption of widespread economic activity in certain sectors. Due to the inherent uncertainty of this unprecedented and rapidly evolving situation, we are unable to predict with any certainty the likely impact of the COVID-19 pandemic on our future operations. In addition, the war in Ukraine has further increased existing global supply chain, logistics, and inflationary challenges

2.

Basis of Presentation and Revenue Recognition Policy

 

The interim financial information included hereinin this report is unaudited; however, the information reflects all adjustments (consisting of normal recurring adjustments) that are, in the opinion of management, necessary for the fair presentation of the consolidated financial position, results of operations and cash flows for the interim periods.periods reflected herein. These interim condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and, therefore, omit certain information and note disclosures that would be necessary to present the statements in accordance with USU.S. generally accepted accounting principles (“USU.S. GAAP”). The interim condensed consolidated financial statements should be read in conjunction with the Company’s current year SEC filings, on Form 10-Q and Form 8-K, as well as the Company’s consolidated financial statements for the year ended December 31, 2016,2021, which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “2016“2021 Form 10-K”), which was filed with the SEC on March 8, 2017.11, 2022. The results of operations for the three and nine months ended September 30, 2017 reported2022 in this Quarterly Report on Form 10-Q are not necessarily indicative of the results to be expected for the full year. The condensed consolidated balance sheet as of December 31, 20162021 was prepared using information from the audited consolidated balance sheet contained in the 20162021 Form 10-K and10-K; however, it does not include all disclosures required by USU.S. GAAP for annual consolidated financial statements.

 

5

Alpha Pro Tech, Ltd.

Notes to Condensed Consolidated Financial Statements (Unaudited)


Net sales includes revenue from products and shipping and handling charges, net of estimates for product returns and any related sales incentives. Our customer contracts have a single performance obligation: transfer control of products to customers. Revenue is measured as the amount of consideration that we expect to receive in exchange for transferring control of products. All revenue is recognized when we satisfy our performance obligations under the applicable contract. We recognize revenue in connection with transferring control of the promised products to the customer, with revenue being recognized at the point in time when the customer obtains control of the products, which is generally when title passes to the customer upon delivery to a third party carrier for FOB shipping point arrangements and to the customer for FOB destination arrangements, at which time a receivable is created for the invoice sent to the customer. Shipping and handling activities are performed prior to the customer obtaining control of the goods, and are accounted for as fulfillment activities and are not a promised good or service. Shipping and handling charges billed to customers are included in revenue. Shipping and handling costs, associated with the distribution of the Company’s product to the customers, are recorded in cost of goods sold and are recognized when control of the product is transferred to the customer, which is generally when title passes to the customer upon delivery to a third party carrier for FOB shipping point arrangements and to the customer for FOB destination arrangements. We estimate product returns based on historical return rates and estimate rebates based on contractual agreements. Using probability assessments, we estimate sales incentives expected to be paid over the term of the contract. Sales taxes and value added taxes in foreign and domestic jurisdictions that are collected from customers and remitted to governmental authorities are accounted for on a net basis and, therefore, are excluded from net sales. The Company manufactures certain private label goods for customers and has determined that control does not pass to the customer at the time of manufacture, based upon the nature of the private labeling. The Company has determined as of September 30, 2022 that it had no material contract assets, and concluded that its contract liabilities (primarily rebates) had the right of offset against customer receivables. See Note 9 and Note 10 of these Notes to Condensed Consolidated Financial Statements (Unaudited) for information on revenue disaggregated by type and by geographic region.

3.

Stock-BasedStock-Based Compensation

 

The Company maintains a stock option plan under which the Company may grant incentive stock options and non-qualifiedpreviously granted stock options to employees and non-employee directors.directors under a stock option plan (the “2004 Option Plan”). Stock options have been granted with exercise prices at or above the fair market value of the underlying shares of common stock on the date of grant. Options vest and expire according to terms established at the grant date.

 

At the Company’s 2020 Annual Meeting of Shareholders held on June 9, 2020, the Company’s shareholders approved the Alpha Pro Tech, Ltd. 2020 Omnibus Incentive Plan (the “2020 Incentive Plan”). The 2020 Incentive Plan provides for the grant of incentive and nonqualified stock options, stock appreciation rights, awards of restricted stock and restricted stock units, performance share awards, cash awards and other equity-based awards to employees (including officers), consultants and non-employee directors of the Company and its affiliates. A total of 1,800,000 shares of the Company’s common stock were reserved for issuance under the 2020 Incentive Plan, plus the number of shares underlying any award granted under the 2004 Option Plan that expires, terminates or is cancelled or forfeited under the terms of the 2004 Option Plan. As a result of the approval of the 2020 Incentive Plan, no future equity awards will be made pursuant to the 2004 Option Plan. Although no new awards may be granted under the 2004 Option Plan, all previously granted awards under the 2004 Option Plan will continue to be governed by the terms of the 2004 Option Plan.

The Company recordsrecords compensation expense for the fair value of stock-based awards determined as of the grant date, including employee stock options.options and restricted stock awards over the determined requisite service period, which is generally ratably over the vesting term.

 

For the nine months ended September 30, 2017, 25,000 stock options were granted under the Company’s option plan. For the nine months ended September 30, 2016, 810,0002022 and 2021, 19,600 and zero stock options were granted under the Company’s option plan.2020 Incentive Plan, respectively. The Company recognized $244,000$39,000 and $115,000$155,000 in stock-based compensation expense for the nine months ended September 30, 20172022 and 2016,2021, respectively, related to outstanding options previously granted under the vesting of previously issued options.

Stock options to purchase 999,999 shares of common2004 Option Plan. For the nine months ended September 30, 2022 and 2021, 13,600 and zero restricted stock awards were granted under the 2020 Incentive Plan, respectively. The Company recognized $80,000 and $83,000 in compensation expense associated with outstanding asrestricted stock awards for the nine month periods ended September 30, 2022 and 2021, respectively. As of September 30, 2017, and2022, $53,000 of total unrecognized compensation cost related to outstanding restricted stock optionsawards was expected to purchase 1,065,000 sharesbe recognized over a weighted-average remainder period of common stock were outstanding as of December 31, 2016.0.98 years.

 


6

 

Alpha Pro Tech, Ltd.

 

Notes to Condensed Consolidated Financial Statements (Unaudited)


 

The Company usesuses the Black-Scholes option-pricing model to value the options. The Company uses historical data to estimate the expected life of the options. The risk-free interest rate for periods within the contractual life of thean award is based on the US Treasury yield curve in effect at the time of grant. The estimated volatility is based on historical volatility and management’s expectations of future volatility. The Company uses an estimated dividend payout of zero, as the Company has not paid dividends in the past and, at this time, does not expect to do so in the future.

The Company accounts for option forfeitures as they occur. The following table summarizes stock option activity for the nine months ended September 30, 2017:2022:

 

     

Weighted

      

Weighted Average

 
     

Average

      

Exercise Price

 
     

Exercise Price

  

Options

  

Per Option

 
 

Shares

  

Per Option

  
        

Options outstanding, December 31, 2016

  1,065,000  $2.06 

Options outstanding, December 31, 2021

 427,580  $3.50 

Granted to employees and non-employee directors

  25,000   3.66  19,600  3.99 

Exercised

  (70,001)  1.78  16,665  3.64 

Canceled/expired/forfeited

  (20,000)  1.58   -  3.62 

Options outstanding, Septermber 30, 2017

  999,999   2.13 

Options exercisable, September 30, 2017

  330,000   1.96 

Options outstanding, September 30, 2022

  430,515  3.52 

Options exercisable, September 30, 2022

  410,915  3.50 

 

As of September 30, 2017, $602,0002022, $37,000 of total unrecognized compensation cost related to stock options was expected to be recognized over a weighted average period of 1.704.98 years.

 

As a result of the Company adopting Accounting Standards Update (“ASU”) 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, during the quarter ended March 31, 2017, the Company recorded a one-time $866,000 cumulative-effect adjustment to reduce additional paid-in capital and increase retained earnings for excess tax benefits from stock option exercises that had previously been recorded to additional paid-in capital.

4.

Investments

As of September 30, 2017 and December 31, 2016, investments totaled $252,000 and $607,000 respectively, which consisted of marketable securities.

The following provides information regarding the Company’s marketable securities as of September 30, 2017 and December 31, 2016:

  

September 30,

  

December 31,

 
  

2017

  

2016

 

Cost basis

 $543,000  $543,000 

Gains previously recognized on warrants

  380,000   380,000 

Loss included in accumulated other comprehensive loss before tax benefit

  (671,000)  (316,000)

Fair value

 $252,000  $607,000 


Alpha Pro Tech, Ltd.

Notes to Condensed Consolidated Financial Statements (Unaudited)


No marketable securities were sold during the nine months ended September 30, 2017 and the year ended December 31, 2016. The change in unrealized loss of $208,000 and unrealized gain of $28,000 for the three months ended September 30, 2017 and 2016, respectively, in the statements of comprehensive income are presented net of tax for the quarters ended September 30, 2017 and 2016, respectively. The tax benefit on the unrealized loss was $105,000, and the tax expense on the unrealized gain was $15,000 for the quarters ended September 30, 2017 and 2016, respectively. The change in unrealized loss of $243,000 and $50,000 for the nine months ended September 30, 2017 and 2016, respectively, in the statements of comprehensive income are presented net of tax for the nine months ended September 30, 2017 and 2016. The tax benefit on the unrealized loss was $113,000 and $31,000 for the nine months ended September 30, 2017 and 2016, respectively.

5.Recent Accounting Pronouncements

Recent Accounting Pronouncements

Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”) is a comprehensive new revenue recognition model requiring a company to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration that it expects to receive in exchange for those goods or services.  In adopting ASU 2014-09, companies may use either a full retrospective or a modified retrospective approach.  ASU 2014-09 is effective for the first interim period within an annual reporting period beginning after December 15, 2017, and early adoption is not permitted. The Company will adopt ASU 2014-09 during the first quarter of 2018. Management is evaluating the provisions of this update and at this point in time has determined that its adoption will have limited to no impact on the Company’s financial position or results of operations.

In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, which requires deferred income tax liabilities and assets to be classified as noncurrent on the balance sheet rather than being separated into current and noncurrent. The guidance was effective for public entities for annual periods beginning after December 15, 2016 and interim periods within those annual periods, with early adoption being permitted. The Company adopted this guidance in the first quarter of 2017. The Company netted $410,000 in deferred tax assets against deferred tax liabilities as of the end of the first quarter of 2017. Prior periods were not retrospectively adjusted.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which provides guidance for the recognition, measurement, presentation and disclosure of financial instruments. The new guidance revises the accounting requirements related to the classification and measurement of investments in equity securities and the presentation of certain fair value changes for financial liabilities measured at fair value.  The guidance also changes certain disclosure requirements associated with the fair value of financial instruments. These changes will require an entity to measure, at fair value, investments in equity securities and other ownership interests in an entity and recognize the changes in fair value within net income. The guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2017. The Company has not yet adopted this guidance and has not yet determined the impact of adoption on the Company’s financial position or results of operations.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires lessees to recognize most leases on the balance sheet. The provisions of this guidance are effective for annual periods beginning after December 15, 2018 and interim periods within those years, with early adoption permitted. Management is evaluating the requirements of this guidance and has not yet determined the impact of the adoption on the Company’s financial position or results of operations.


Alpha Pro Tech, Ltd.

Notes to Condensed Consolidated Financial Statements (Unaudited)


In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which simplifies several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. The provisions of this guidance were effective for annual reporting periods beginning after December 15, 2016 and interim periods within those annual periods, with early adoption permitted. The Company adopted this guidance during the quarter ended March 31, 2017, and the Company recorded a one-time $866,000 cumulative-effect adjustment to reduce additional paid-in capital and increase retained earnings for excess tax benefits from stock option exercises that had previously been recorded to additional paid-in capital. The adoption of this guidance also increased the number of dilutive shares because excess tax benefits are no longer included in the assumed proceeds when calculating the number of dilutive shares. In addition, the effective tax rate will be reduced in future periods when there are excess tax benefits from stock options exercised.

 

Management periodically reviews new accounting standards that are issued. Management has not identified any other new standards that it believes merit further discussion.discussion at this time.

 

6.5.

Inventories

 

As of September 30, 20172022 and December 31, 2016,2021, inventories net of reserves consisted of the following:

 

 

September 30,

  

December 31,

  

September 30,

 

December 31,

 
 

2017

  

2016

  

2022

  

2021

 
         

Raw materials

 $4,081,000  $4,313,000  $12,817,000  $13,545,000 

Work in process

  1,609,000   2,535,000  3,292,000  3,890,000 

Finished goods

  3,774,000   4,146,000   9,015,000   7,534,000 
 $9,464,000  $10,994,000  $25,124,000  $24,969,000 

 

7.6.

Equity InvestmentInvestment in Unconsolidated Affiliate

 

In 2005, Alpha ProTech Engineered Products, Inc. (a subsidiary of Alpha Pro Tech, Ltd.) entered into a joint venture with a manufacturer in India, Maple Industries and associates, for the production of building products. Under the terms of the joint venture agreement, a private company,, Harmony Plastics Private Limited (“Harmony”), was created with ownership interests of 41.66% owned by Alpha ProTech Engineered Products, Inc. and 58.34% owned by Maple Industries and Associates.associates.

 

This joint venture positions Alpha ProTech Engineered Products, Inc. to respond to current and expected increased product demand for housewrap and synthetic roof underlayment and provides future capacity for sales of specialty roofing component products and custom products for industrial applications requiring high quality extrusion coated fabrics. In addition, the joint venture now supplies products for the Disposable Protective Apparel segment.segment.

7

Alpha Pro Tech, Ltd.

Notes to Condensed Consolidated Financial Statements (Unaudited)


 

The capital from the initial funding and a bank loan, which loan is guaranteed exclusively by the individual shareholders of Maple Industries and Associatesassociates and collateralized by the assets of Harmony, were utilized to purchase the original manufacturing facility in India. Harmony currently has fivefour facilities in India (three(three owned and twoone rented), consisting of:of (1) a 102,000113,000 square foot building for manufacturing building products; (2) a 71,50073,000 square foot building for manufacturing coated material and sewing proprietary disposable protective apparel; (3) a 16,000 square foot facility for sewing proprietary disposable protective apparel; (4) a 12,000 square foot rented facility for coating material; and (5)(4) a 93,000 square foot rented facility (rented) for the manufacturing of buildingBuilding Supply segment products. All additions have been financed by Harmony with no guarantees from the Company.

 

In accordance with Accounting Standards Codification (“ASC”)ASC 810, Consolidation, the Company assesses whether or not related entities are variable interest entities (“VIEs”). For those related entities that qualify as VIEs, ASC 810 requires the Company to determine whether or not the Company is the primary beneficiary of the VIE, and, if so, to consolidate the VIE. The Company has determined that Harmony is not a VIE and is, therefore, considered to be an unconsolidated affiliate.


Alpha Pro Tech, Ltd.

Notes to Condensed Consolidated Financial Statements (Unaudited)


 

The Company records its investment in Harmony as “equity investment in unconsolidated affiliate” in the accompanying condensed consolidated balance sheets. The Company records its equity interest in Harmony’s results of operations as “equity in income of unconsolidated affiliate” in the accompanying condensed consolidated statements of comprehensive income. The Company periodically reviews its investment in Harmony for impairment. Management has determined that no impairment was required as of September 30, 2017.2022 or December 31, 2021.

 

For the three months ended September 30, 20172022 and 2016, Alpha Pro Tech2021, the Company purchased $3,258,000$7,786,000 and $3,716,000$6,190,000 of inventories, respectively, from Harmony. For the nine months ended September 30, 20172022 and 2016, Alpha Pro Tech2021, the Company purchased $11,097,000$19,645,000 and $9,646,000$19,979,000 of inventories, respectively, from Harmony.

For the three months ended September 30, 20172022 and 2016,2021, the Company sold $66,000 and $399,000 of inventories, respectively, to Harmony. For the nine months ended September 30, 2022 and 2021, the Company sold $280,000 and $1,219,000 of inventories, respectively, to Harmony.

For the three months ended September 30, 2022 and 2021, the Company recorded loss in income from unconsolidated affiliate of $13,000 and equity in income of unconsolidated affiliate of $105,000 and $242,000,$112,000, respectively, related to Harmony. For the nine months ended September 30, 20172022 and 2016,2021, the Company recorded equity in income of unconsolidated affiliate of $339,000$87,000 and $433,000,$623,000, respectively, related to Harmony.

 

As of September 30, 2017,2022, the Company’s investment in Harmony was $3,877,000,$6,207,000, which consisted of its original $1,450,000 investment and cumulative equity in income of unconsolidated affiliate of $3,446,000,$5,776,000, less $942,000 in repayments of the advance and $77,000 in dividends.

 

8.7.

Accrued Liabilities

 

As of September 30, 20172022 and December 31, 2016,2021, accrued liabilities consisted of the following:

 

  

September 30,

  

December 31,

 
  

2017

  

2016

 
         

Bonuses payable

 $696,000  $904,000 

Payroll expenses

  281,000   556,000 
  $977,000  $1,460,000 
  

September 30,

  

December 31,

 
  

2022

  

2021

 
         

Payroll expenses and taxes payable

 $233,000  $187,000 

Commissions and bonuses payable and general accrued liabilities

  514,000   1,063,000 

Total accrued liabilities

 $747,000  $1,250,000 

 


8

 

Alpha Pro Tech, Ltd.

 

Notes to Condensed Consolidated Financial Statements (Unaudited)


 

9.8.

Basic and Diluted EarningsPerCommon Share

 

The following table provides a reconciliation of both net income and the number of shares used in the computation of “basic” earnings per common share (“EPS”), which utilizes the weighted average number of common shares outstanding without regard to dilutive shares, and “diluted” EPS, which includes all such dilutive shares, for the three and nine months ended September 30, 20172022 and 2016.2021:

 

 

For the Three Months Ended

  

For the Nine Months Ended

  

For the Three Months Ended

 

For the Nine Months Ended

 
 

September 30,

  

September 30,

  

September 30,

  

September 30,

 
 

2017

  

2016

  

2017

  

2016

  

2022

  

2021

  

2022

  

2021

 

Net income (numerator)

 $1,103,000  $1,019,000  $2,457,000  $2,323,000  $503,000  $766,000  $2,718,000  $6,156,000 
                 

Shares (denominator):

                 

Basic weighted average common shares outstanding

  14,732,173   16,695,059   14,962,606   17,190,073  12,615,187  13,177,520  12,834,505  13,255,125 

Add: dilutive effect of common stock options

  201,253   11,473   113,334   -   73,194   241,965   75,365   300,800 
                 

Diluted weighted average common shares outstanding

  14,933,426   16,706,532   15,075,940   17,190,073   12,688,381   13,419,485   12,909,870   13,555,925 
                 

Earnings per common share:

                 

Basic

 $0.07  $0.06  $0.16  $0.14  $0.04  $0.06  $0.21  $0.46 

Diluted

 $0.07  $0.06  $0.16  $0.14  $0.04  $0.06  $0.21  $0.45 

 

10.9.

Activity of Business Segments

 

The Company operates through threetwo business segments:

 

(1) Building Supply:Supply: consisting of a line of construction supply weatherization products. The construction supply weatherization products consist of housewrap and synthetic roof underlayment, as well as other woven material. The majority of the Company’s equity in income of unconsolidated affiliate (Harmony) is included in the total segment income for the Building Supply segment.

 

(2) Disposable Protective Apparel:Apparel: consisting of a complete line of disposable protective clothing, such asgarments, including shoecovers (including the Aqua Trak® and spunbond shoecovers), bouffant caps, coveralls, frocks, lab coats, gowns and hoods, as well as face masks and face shields for the pharmaceutical, cleanroom, industrial, medical and medicaldental markets. A portion of the Company’s equity in income of unconsolidated affiliate (Harmony) is included in the total segment income for the Disposable Protective Apparel segment.

Infection Control: consisting of a line of face masks and eye shields.

 

Segment data excludes charges allocated to the principal executive office and other unallocated corporate overhead expenses and income tax. The Company evaluates the performance of its segments and allocates resources to them based primarily on net sales.

The accounting policies of the segments are the same as those described previously under Summary of Significant Accounting Policies (see Note 2). Segment data excludes charges allocated to the principal executive office and other corporate unallocated expenses and income taxes. The Company evaluates the performance of its segments and allocates resources to them based primarily on net sales.

 

The following table presents consolidated net sales for each segment for the three and nine months ended September 30, 20172022 and 2016:2021:

 

 

For the Three Months Ended

  

For the Nine Months Ended

  

For the Three Months Ended

 

For the Nine Months Ended

 
 

September 30,

  

September 30,

  

September 30,

  

September 30,

 
 

2017

  

2016

  

2017

  

2016

  

2022

  

2021

  

2022

  

2021

 

Building Supply

 $7,076,000  $7,022,000  $19,298,000  $21,700,000  $9,604,000  $10,072,000  $30,657,000  $28,210,000 

Disposable Protective Apparel

  3,845,000   3,698,000   10,914,000   11,147,000   5,118,000   4,403,000   19,099,000   27,232,000 

Infection Control

  1,128,000   1,059,000   3,870,000   3,487,000 

Consolidated net sales

 $12,049,000  $11,779,000  $34,082,000  $36,334,000  $14,722,000  $14,475,000  $49,756,000  $55,442,000 

 


9

 

Alpha Pro Tech, Ltd.

 

Notes to Condensed Consolidated Financial Statements (Unaudited)


 

The following table presents the reconciliation of consolidated segment income to consolidated net income for the three and nine months ended September 30, 20172022 and 2016:2021:

 

  

For the Three Months Ended

  

For the Nine Months Ended

 
  

September 30,

  

September 30,

 
  

2017

  

2016

  

2017

  

2016

 

Building Supply

 $1,339,000  $1,618,000  $3,471,000  $4,287,000 

Disposable Protective Apparel

  764,000   617,000   1,977,000   1,327,000 

Infection Control

  396,000   375,000   1,405,000   1,211,000 

Total segment income

  2,499,000   2,610,000   6,853,000   6,825,000 
                 

Unallocated corporate overhead expenses

  893,000   1,162,000   3,328,000   3,462,000 

Provision for income taxes

  503,000   429,000   1,068,000   1,040,000 

Consolidated net income

 $1,103,000  $1,019,000  $2,457,000  $2,323,000 

  

For the Three Months Ended

  

For the Nine Months Ended

 
  

September 30,

  

September 30,

 
  

2022

  

2021

  

2022

  

2021

 

Building Supply

 $1,386,000  $1,901,000  $4,968,000  $5,629,000 

Disposable Protective Apparel

  489,000   234,000   2,412,000   6,351,000 

Total segment income

  1,875,000   2,135,000   7,380,000   11,980,000 
                 

Unallocated corporate overhead expenses

  1,213,000   1,173,000   3,854,000   4,274,000 

Provision for income taxes

  159,000   196,000   808,000   1,550,000 

Consolidated net income

 $503,000  $766,000  $2,718,000  $6,156,000 

 

The following table presents the consolidated net property and equipment, goodwill and definite-lived intangible assets (“consolidated assets”) by segment as of September 30, 20172022 and December 31, 2016:2021:

 

 

September 30,

  

December 31,

  

September 30,

 

December 31,

 
 

2017

  

2016

  

2022

  

2021

 
         

Building Supply

 $2,168,000  $2,208,000  $3,434,000  $3,600,000 

Disposable Protective Apparel

  341,000   346,000   1,350,000   1,419,000 

Infection Control

  14,000   140,000 

Total segment assets

  2,523,000   2,694,000  4,784,000  5,019,000 
         

Unallocated corporate assets

  556,000   41,000   1,046,000   1,103,000 

Total consolidated assets

 $3,079,000  $2,735,000  $5,830,000  $6,122,000 

 

11.10.

Related Party TransactionsFinancial Information about Geographic Areas

 

The Company has historically used a law firmfollowing table summarizes the Company’s net sales by geographic region for various legal matters whose majority member was a member of the Company’s Board of Directors. Effective March 31, 2017,three and nine months ended September 30, 2022 and 2021:

  

For the Three Months Ended

  

For the Nine Months Ended

 
  

September 30,

  

September 30,

 
  

2022

  

2021

  

2022

  

2021

 

Net sales by geographic region

                

United States

 $14,569,000  $14,244,000  $48,385,000  $52,836,000 

International

  153,000   231,000   1,371,000   2,606,000 
                 

Consolidated net sales

 $14,722,000  $14,475,000  $49,756,000  $55,442,000 

Net sales by geographic region are based on the Board member resigned from the Board of Directors,countries in which removed the related party relationship with this law firm.our customers are located. For the three months ended September 30, 2016,2022 and 2021, the Company expensed $95,000 for legal servicesgenerated approximately $103,000 and $74,000, respectively, in sales from this related party.Canada. For the nine months ended September 30, 20172022 and 2016,2021, the Company expensed $65,000generated approximately $1,119,000 and $145,000,$2,333,000, respectively, for legal servicesin sales from this related party. As of December 31, 2016,Canada. No country other than the United States was significant to the Company’s outstanding balance to this related party was $163,000.

12.

Commitments and Contingencies

The Company is presently involved in protracted litigation against a competitor in an action styled Alpha Pro Tech, Inc. v. VWR International, LLC, pending in the U.S. District Court for the Eastern District of Pennsylvania, CV 12-1615, wherein the Company originally sought damages for unfair trade practices and false advertising against the competitor, and the competitor has counterclaimed asserting similar claims against the Company.   In August of 2017, the court ruled against the Company on its claims against the competitor, and the competitor is presently seeking attorneys’ fees and costs as the prevailing party with respect to those claims.  The Company is in the process of evaluating, with current litigation counsel, the remaining counterclaims against the Company and the claim for attorneys’ fees and costs and intends to vigorously defend against these claims.  Although the Company believes that it will prevail in its defense of these claims, any material loss amount that might be incurred cannot reasonably be estimated at this time.consolidated net sales.

 


10

 

Alpha Pro Tech, Ltd.

 

Notes to Condensed Consolidated Financial Statements (Unaudited)


 

The following table summarizes the locations of the Company’s long-lived assets by geographic region as of September 30, 2022 and December 31, 2021:

  

September 30,

  

December 31,

 
  

2022

  

2021

 

Long-lived assets by geographic region

        

United States

 $4,428,000  $4,623,000 

International

  1,345,000   1,441,000 
         

Consolidated total long-lived assets

 $5,773,000  $6,064,000 

11.

Related Party Transactions

As of September 30, 2022, the Company had no related party transactions, other than the Company’s transactions with its unconsolidated affiliate, Harmony. See Note 6 of these Notes to Condensed Consolidated Financial Statements (Unaudited).

12.

Leases

The Company has operating leases for the Company’s corporate office and manufacturing facilities, which expire at various dates through 2025. The Company’s primary operating lease commitments at September 30, 2022 related to the Company’s manufacturing facilities in Valdosta, Georgia; Nogales, Arizona; and Salt Lake City, Utah.

As of September 30, 2022, the Company had operating lease right-of-use assets of $1,959,000 and operating lease liabilities of $2,010,000. As of September 30, 2022, the Company did not have any finance leases recorded on the Company’s condensed consolidated balance sheet. Operating lease expense was approximately $309,000 and $936,000, respectively, during the three and nine months ended September 30, 2022.

The aggregate future minimum lease payments and reconciliation to lease liabilities as of September 30, 2022 were as follows:

  

September 30,

 
  

2022

 

Remaining three months of 2022

 $308,000 

2023

  1,017,000 

2024

  484,000 

2025

  365,000 

Total future minimum lease payments

  2,174,000 

Less imputed interest

  (164,000)

Total Lease liabilities

 $2,010,000 

As of September 30, 2022, the weighted average remaining lease term of the Company’s operating leases was 2.4 years. During the nine months ended September 30, 2022, the weighted average discount rate with respect to these leases was 4.07%.

11

Alpha Pro Tech, Ltd.

Notes to Condensed Consolidated Financial Statements (Unaudited)


13.

Income taxes

The Company accounts for income taxes using the asset and liability method. A valuation allowance is recorded to reduce the carrying amounts of deferred income tax assets unless it is more likely than not that such assets will be realized. The Company’s policy is to record any interest and penalties assessed by the Internal Revenue Service as a component of the provision for income taxes. The Company provides allowances for uncertain income tax positions when it is more likely than not that the position will not be sustained upon examination by the tax authority. 

Alpha Pro Tech, Ltd. and its subsidiaries file income tax returns in the U.S. federal jurisdiction, and in various state and foreign jurisdictions.

An employer generally does not claim a corporate income tax deduction (which would be in an amount equal to the amount of income recognized by the employee) upon the exercise of its employee's incentive stock options (“ISOs”) unless the employee does not meet the holding period requirements and sells early, making a disqualifying disposition, or if the options otherwise do not qualify as ISOs under applicable tax laws. With non-qualified stock options (“NQSOs”), on the other hand, the employer is typically eligible to claim a deduction upon its employee's exercise of the NQSOs.

14.

Contingencies

On June 7, 2022, the Company filed a lawsuit (the “Lawsuit”) in Utah naming as defendants the vendors from which the Company ordered equipment for its facility in Utah (collectively the “Defendants”). The Lawsuit relates to certain equipment ordered from Defendants and paid for by the Company, which Defendants never delivered. In the Lawsuit the Company is seeking the following relief: compensatory damages in the amount $490,000, representing the money the Company paid for the machines it never received, lost profits in the form of mask sales it could have made if Defendants had delivered the machines on the promised date, and other monetary and equitable relief. As of September 30, 2022, the Company has written off the $490,000 balance of the deposit paid for the equipment, pending any recovery in the Lawsuit. As of the date hereof, no counterclaims have been asserted against the Company. The Company believes there would not be any meritorious claims against the Company in the Lawsuit. The Lawsuit is in its early stages and the final outcome, including the potential amount of any recovery for the Company’s claims, is uncertain. Any potential recovery represents a gain contingency in accordance with ASC 450, Contingencies, that has not been recorded as the matter was not resolved as of September 30, 2022. Any recovery will be recorded when received. 

 

The Company is subject to other pendingcertain claims and threatened litigationlegal actions arising in the ordinary course of business.   AlthoughThe ultimate outcome of any pending or potential litigation against the Company cannot be predicted.  Management accrues contingent liabilities only when management concludes that it is not possible to determine with certaintyboth probable that a liability has been incurred at this point in time what liability, if any, the Company will have as a resultdate of such litigation, based on consultation with legal counsel, management does not anticipate that the ultimate liability, if any, resulting from such litigation will have a material effect onfinancial statements and the Company’s financial condition and resultsamount of operations.loss can be reasonably estimated. 

 

13.15.

Subsequent Events

 

The Company has reviewed and evaluated whether subsequent events have occurred from the condensed consolidated balance sheet date of September 30, 20172022 through the filing date of this Quarterly Report on Form 10-Q that would require accounting or disclosure and has concluded that there are no such subsequent events.

 


12

 

Alpha Pro Tech, Ltd.

 

 


 

ITEM 22. .MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONS

 

You should read the following discussion and analysis together with our unaudited condensed consolidated financial statements and the notes to our unaudited condensed consolidated financial statements, which appear elsewhere in this report.report, as well as our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2022 (the “2021 Form 10-K”).

 

Special Note Regarding Forward-Looking Statements

 

Certain information set forth in this Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of federal securities laws. Forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions, relating to potential acquisitionsincluding, without limitation, our expected orders, production levels and sales in 2022 and 2023, and other information that is not historical information. When used in this report, the words “estimates,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes” and variations of such words or similar expressions are intended to identify forward-looking statements. We may make additional forward-looking statements from time to time. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise. All forward-looking statements, whether written or oral and whether made by us or on our behalf, are expressly qualified by this special note.

 

Any expectations based on theseThe following are some of the risks that could affect our financial performance or that could cause actual results to differ materially from those expressed or implied in our forward-looking statements are subjectstatements:

The effects of the COVID-19 pandemic, including effects on the business and operations of those within our supply chain and on global economic conditions generally, which have had, and could continue to have, a material adverse effect on our business, financial results and results of operations.

The loss of any large customer or a reduction in orders from any large customer could reduce our net sales and harm our operating results.

We rely on suppliers and contractors, and our business could be seriously harmed if these suppliers and contractors are not able to meet our requirements.

Risks associated with international manufacturing could have a significant effect on our business.

Our success depends in part on protection of our intellectual property, and our failure to protect our intellectual property could adversely affect our competitive advantage, our brand recognition and our business.

Our industry is highly competitive, which may negatively affect our ability to grow our customer base and generate sales.

The Company’s results are affected by competitive conditions and customer preferences.

The Company’s growth objectives are largely dependent on the timing and market acceptance of our new product offerings, including our ability to continually renew our pipeline of new products and to bring those products to market.

Global economic conditions could adversely affect the Company’s business and financial results.

Our joint venture may present risks that are only present when third parties are involved.

Security breaches and other disruptions to the Company’s information technology infrastructure could interfere with the Company’s operations, compromise information belonging to the Company and our customers and suppliers and expose the Company to liability, which could adversely impact the Company’s business and reputation.

The Company’s future results may be affected by various legal and regulatory proceedings and legal compliance risks.

Our common stock price is volatile, which could result in substantial losses for individual shareholders.

The foregoing list of risks and uncertainties.is not exclusive. For a more detailed discussion of the risk factors associated with our business, see the risks described in Part I, Item IA, “Risk Factors,” in the 2021 Form 10-K. These and many other factors could affect the Company’sCompany’s future operating results and financial condition and could cause actual results to differ materially from expectations based on forward-looking statements made in this document or elsewhere by the Company or on its behalf.

13

Alpha Pro Tech, Ltd.


 

Special Note Regarding Smaller Reporting Company Status

 

We are filing this report as a “smaller reporting company” (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended). As a result of being a smaller reporting company, we are allowed and have elected to omit certain information from this Management’s Discussion and Analysis of Financial Condition and Results of Operations; however, we have provided all information for the periods presented that we believe to be appropriate.

 

Where to find more information about us. We make available, free of charge, on our Internet website (http:(http://www.alphaprotech.com)www.alphaprotech.com) our most recent Annual Report on Form 10-K, our most recent Quarterly Report on Form 10-Q, any current reportsCurrent Reports on Form 8-K furnished or filed since our most recent Annual Report on Form 10-K, and any amendments to such reports, as soon as reasonably practicable following the electronic filing of such reports with the Securities and Exchange Commission (“SEC”).SEC. In addition, in accordance with SEC rules, we provide electronic or paper copies of our filings free of charge upon request.

 

Critical Accounting Policies and Estimates

 

The preparation of our financial statements in conformity with USU.S. generally accepted accounting principles (“USU.S. GAAP”) requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of net sales and expenses during the reported periods.periods reported. We base estimates on past experience and on various other assumptions that are believed to be reasonable under the circumstances. Our estimates are subject to uncertainties associated with the ongoing COVID-19 pandemic. The application of these accounting policies on a consistent basis enables us to provide timely and reliable financial information. Our significant accounting policies and estimates are more fully described in Note 2 – “Summary of Significant Accounting Policies” in the notes to our consolidated financial statements in Item 8 of the 2021 Form 10-K. Since December 31, 2021, there have been no material changes to our critical accounting policies include the following:

Marketable Securities: The Company periodically invests a portion of its cash in excess of short-term operating needs in marketable equity securities. These investments are classifiedpolicies and estimates as available-for-sale in accordance with US GAAP. The Company does not have any investments classified as held-to-maturity or trading securities. Available-for-sale investments are carried at their fair value using quoted prices in active markets for identical securities, with unrealized gains and losses, net of deferred income taxes, reported as a component of accumulated other comprehensive income (loss). Realized gains and losses, and declines in value deemed to be other-than-temporary on available-for-sale investments, are recognized in earnings. The cost of securities sold is based on the specific identification method. Investments that the Company intends to hold for more than one year are classified as long-term investmentsdescribed in the accompanying condensed consolidated balance sheets.


Alpha Pro Tech, Ltd.


Inventories: Inventories include freight-in, materials, labor and overhead costs and are stated at the lower of cost or net realizable value. Allowances are recorded for slow-moving, obsolete or unusable inventory. We assess our inventory for estimated obsolescence or unmarketable inventory and write down the difference between the cost of inventory and the estimated net realizable value based upon assumptions about future sales and quantities on hand, if necessary. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required.

Accounts Receivable:Accounts receivable are recorded at the invoice amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable; however, changes in circumstances relating to accounts receivable may result in a requirement for additional allowances in the future. The Company determines the allowance based upon historical write-off experience and known conditions about customers’ current ability to pay. Account balances are charged against the allowance when management determines that the potential for recovery is remote.

Revenue Recognition: For sales transactions, we comply with the provisions of the SEC Staff Accounting Bulletin No. 104, Revenue Recognition, which states that revenue should be recognized when all of the following revenue recognition criteria are met: (1) persuasive evidence of an arrangement exists; (2) title transfers and the customer assumes the risk of loss; (3) the selling price is fixed or determinable; and (4) collection of the resulting receivable is reasonably assured. These criteria are satisfied upon shipment of product, and sales are recognized accordingly.

Sales Returns, Rebates and Allowances: Sales are reduced for any anticipated sales returns, rebates and allowances based on historical experience. Since our return policy is only 90 days and our products are not generally susceptible to external factors such as technological obsolescence or significant changes in demand, we are able to make a reasonable estimate for returns. We offer end-user, product-specific and sales volume rebates to select distributors. Our rebates are based on actual sales and are accrued monthly.

Stock-Based Compensation: We record compensation expense for the fair value of stock-based awards determined on the date of grant, including employee stock options.

The fair values of stock option grants are determined using the Black-Scholes option-pricing model and are based on the following assumptions: expected stock price volatility based on historical data and management’s expectations of future volatility, risk-free interest rates from published sources, expected life based on historical data and no dividend yield, as the Board of Directors has no current plans to pay dividends in the near future. The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options that have no vesting restrictions and that are fully transferable. The option-pricing model requires the input of highly subjective assumptions, including expected stock price volatility. Our stock options have characteristics significantly different from those of traded options, and changes in the subjective input assumptions can materially affect the fair value of such options.2021 Form 10-K.

 

OVERVIEW

 

Alpha Pro Tech is in the business of protecting people, products and environments. We accomplish this by developing, manufacturing and marketing a line of high-value, disposable protective apparel and infection control products for the cleanroom, industrial, pharmaceutical, medical and dental markets. We also manufacture a line of building supply construction weatherization products. Our products are sold under the "Alpha“Alpha Pro Tech"Tech” brand name, as well as under private label.

 

Our products are grouped into threetwo business segments: (i) the Building Supply segment, consisting of construction weatherization products, such as housewrap and synthetic roof underlayment as well as other woven material; and (ii) the Disposable Protective Apparel segment, consisting of disposable protective apparel such asgarments (including shoecovers, bouffant caps, gowns, coveralls, lab coats,gowns, frocks and other miscellaneous products; and the Infection Control segment, consisting oflab coats), face masks and eyeface shields. All financial information presented herein reflects the current segmentation.


Alpha Pro Tech, Ltd.


 

Our target markets include pharmaceutical manufacturing, bio-pharmaceutical manufacturing, and medical device manufacturing, lab animal research, high technology electronics manufacturing (which includes the semi-conductor market), medical and dental distributors, and construction, building supply and roofing distributors.

 

Our products are used primarily in cleanrooms, industrial safety manufacturing environments, health care facilities, such as hospitals, laboratories and dental offices, and building and re-roofing sites. Our products are distributed principally in the United States through a network consisting of purchasing groups, national distributors, local distributors, independent sales representatives and our own sales and marketing force.

 

14

Alpha Pro Tech, Ltd.


Impact of the Novel Coronavirus (COVID-19)

After the start of the COVID-19 pandemic in early 2020, we experienced a significant surge in customer demand for our proprietary N-95 Particulate Respirator face mask product and other personal protective equipment (“PPE”) products as a result of COVID-19. We experienced a dramatic increase in revenue from sales of PPE products during 2020 and to a lesser extent during 2021, especially with respect to face masks and disposable protective garments, including shoecovers, coveralls, gowns, lab coats and bouffant caps.

In an effort to meet the unprecedented demand, and to aid communities around the world in responding to the ongoing healthcare crisis, the Company ramped up production during the first quarter of 2020 of our PPE products, in particular our N-95 face mask, which is manufactured by the Company in the United States. We addressed the growing customer demand for PPE products by increasing and improving the human, mechanical, and supply chain components behind production, but even with these increases and improvements, customer demand for PPE products exceeded industry supply from time to time.

Since 2020, we have encountered a number of constraints within our supply chain due to government-mandated shutdowns, raw materials shortages and shipping delays. Although we continue to work to alleviate these supply chain issues by securing additional supply sources, in the event of subsequent shutdowns, shortages or delays, our production and sales could be further impacted. Further, we have experienced increases in the costs of raw materials, and if the prices of raw materials continue to rise more rapidly than our sales prices, our profits may be impacted negatively.

Global shortages in important components and logistics challenges have resulted in, and will continue to cause, inflationary cost pressure in the Company’s supply chain. To date, the inflationary cost pressure has been more pronounced in the Company’s logistics costs, but these supply chain challenges have had an impact on the Company’s results of operations and ability to deliver products and services to its customers. If shortages in important supply chain materials or logistics challenges continue, the Company could fail to meet product demand. Additionally, if inflationary pressures in logistics or component costs persist, we may not be able to quickly or easily adjust pricing, reduce costs, or implement countermeasures, all of which would adversely impact our business, financial condition, results of operations, or cash flows. In addition, the war in Ukraine has further increased existing global supply chain, logistics, and inflationary challenges.

We are continuing to serve our customers while taking every precaution to provide a safe work environment for our employees, and we have enacted enhanced operating protocols to assure their safety and well-being. We believe that we may have to take further actions that we determine are in the best interests of our employees or as required by federal, state, or local authorities.

COVID-19 and other factors have resulted in a downturn in the global financial markets and a slowdown in the global economy. This economic environment may impact some of our customers’ ability to pay or lead them to request extended payment terms, and we have experienced cost increases from some of our suppliers. Additionally, we expect that demand for our Building Supply segment products could be negatively impacted as the overall market for housing starts has decreased and there is increased uncertainty in the housing market and the economy in general, although to date the negative impact on our Building Supply segment has been limited.

Overall, the increase in sales of our PPE products resulting from the pandemic had a positive impact on our 2021 and, to a lesser extent, 2022 financial results. The extent of the pandemic’s effect on our future operational and financial performance will depend in large part on future developments, including the duration, scope and severity of the pandemic and new variants, the actions taken to contain or mitigate its impact, the impact on governmental programs and budgets, the development of treatments or vaccines, and the efficacy of mass vaccinations, and the resumption of widespread economic activity in certain sectors. Due to the inherent uncertainty of the unprecedented evolving situation, we are unable to predict with any certainty the likely impact of the COVID-19 pandemic on our future operations.

15

Alpha Pro Tech, Ltd.


Management will continue to carefully monitor the current dynamic market conditions and work to respond to them swiftly and effectively.

RESULTS OF OPERATIONS

 

The following table sets forth certain operational data as a percentage of net sales for the periods indicated:

 

 For the Three Months For the Nine Months 
 

For the Three Months

Ended September 30,

  

For the Nine Months

Ended September 30,

  

Ended September 30,

 

Ended September 30,

 
 

2017

  

2016

  

2017

  

2016

  

2022

  

2021

  

2022

  

2021

 

Net sales

  100.0%  100.0%  100.0%  100.0% 100.0% 100.0% 100.0% 100.0%

Gross profit

  39.1%  38.3%  39.6%  36.6% 32.7% 34.1% 33.9% 36.7%

Selling, general and administrative expenses

  28.6%  26.8%  30.1%  27.4% 27.0% 26.8% 24.8% 22.8%

Income from operations

  9.3%  10.2%  8.2%  8.1% 4.4% 5.9% 7.8% 12.8%

Income before provision for income taxes

  13.3%  12.3%  10.3%  9.3% 4.5% 6.6% 7.1% 13.9%

Net income

  9.2%  8.7%  7.2%  6.4% 3.4% 5.3% 5.5% 11.1%

 

Three and nineThree months ended September 30, 2017 2022 compared to three and ninemonths ended September 30, 20162021

 

Sales. Consolidated sales for the three months ended September 30, 20172022 increased to $12,049,000$14,722,000, from $11,779,000$14,475,000 for the three months ended September 30, 2016,2021, representing an increase of $270,000,$247,000, or 2.3%1.7%. This increase consisted of increased sales in the Building Supply segment of $54,000, increased sales in the Disposable Protective Apparel segment of $147,000 and increased$715,000, partially offset by decreased sales in the Infection ControlBuilding Supply segment of $69,000.$468,000.

Building Supply Segment

 

Building Supply segment sales for the three months ended September 30, 2017 increased2022 decreased by $54,000,$468,000, or 0.8%4.6%, to $7,076,000,$9,604,000, compared to $7,022,000$10,072,000 for the same period of 2016. Thisthree months ended September 30, 2021. The Building Supply segment increasedecrease during the three months ended September 30, 2022 was primarily due to a 20.3% increase6.0% decrease in sales of housewrap and a 37.2% increase12.3% decrease in sales of other woven material, partially offset by a 14.9% decreasean increase in sales of synthetic roof underlayment (including REX™, TECHNOply™ and TECHNO SB). of 3.4% compared to the same period of 2021.

The sales mix of the Building Supply segment for the three months ended September 30, 20172022 was 48%approximately 53% for synthetic roof underlayment, 42%41% for housewrap and 10%6% for other woven material. This compared to 57%approximately 50% for synthetic roof underlayment, 35%43% for housewrap and 8%7% for other woven material for the three months ended September 30, 2016.

Although2021. Our synthetic roof underlayment product line primarily includes REX SynFelt®, REX TECHNOply® and TECHNO SB®, and our housewrap product line primarily consists of REX Wrap®, REX Wrap® Plus and REX Wrap Fortis®.

Core Building Supply product sales (house wrap and synthetic roof underlayment sales, excluding other woven material) in the third quarter of 2022 were the second highest quarter on record, next only to the third quarter of 2021. In addition, we have experienced the five highest quarters on record for the Building Supply segment over the past six quarters: the second and third quarters of 2021 and the first, second and third quarters of 2022. We have also experienced record quarters for the Building Supply segment in seven of the past eight quarters, as compared to each respective prior year comparative quarter.

In the third quarter of 2022, synthetic roof underlayment sales were down, housewrapthe second highest quarter on record, primarily due to healthy sales remained strong, withof our economy TECHNO family of products that increased 7.8%, partially offset by an industry-wide decline in premium synthetic roof underlayment sales. There has been an overall increase in inventory levels at the retail level on economy roof underlayment products. The higher inventories, as well as a general retraction in the building and re-roofing markets are expected to continue, which could affect our sales in the near future. Housewrap sales in the third quarter of 20.3%2022, also declined as a result of a slowdown in new home construction starts and 10.0% yearinventory stockpiles at the dealer side. One of our housewrap growth strategies is to date. At the endpursue additional market share of the third quarter, we announced amulti-family building market, through the education of architects and introducing new innovativeproducts, which are currently in development, to meet the needs of ever changing building code requirements and exciting product line to our housewrap family, REX™ Wrap Fortis with JX ALTA 360° Drainage Technology™. With its one-of-a-kind construction, this product uniquely enables the drainage of water in EVERY direction to protect buildings from the elements exponentially better than a traditional housewrap, while decreasing job sitecustomers’ needs. Other woven material waste, simplifying installation to reduce labor and allowing fewer products to be carried. This new product offering will compete in a segment of the housewrap market that is currently untapped for us, and we anticipate that it will provide us with significant growth opportunities. Synthetic roof underlayment sales were downdecreased in the third quarter of 2017, primarily2022 compared to the same period of 2021 by 12.3% due to lowerdecreased sales to private label customersour major customer, product overstocks and competitive pricing pressure. In particular, sales to one of our largest private label distributors were down significantlythe economic slowdown. As a result, we now expect negative growth in the third quarter as well as year to date, as they are strugglingnear term with a general decline in their overall building sales. In addition, sales to another smaller private label distributor were down due to a change in strategy during 2016. Although sales were down, the number of rolls of label synthetic roof underlayment sold, excluding sales to the two distributors mentioned above, were actually up 5.9% for the quarter. We believe that our line of synthetic roof underlayment will be a growth driver in the coming year. Management expects the Building Supply segment to experience growth in 2018.this product line.

 


16

 

Alpha Pro Tech, Ltd.

 

 


 

The Company has committed to increasing production capacity in our Building Supply segment by investing approximately $4.0 million in new equipment, a part of which became operational in the latter part of the third quarter of 2021. This equipment, which is expected to increase our production capacity, has been further delayed as a result of supply chain issues, and is now expected in the latter part of the fourth quarter of 2022 and is expected to be operational in the following quarter.

The Building Supply segment has seen some softening during the third quarter of 2022 as a result of a slowdown in new home construction starts, re-roofing expenditures and inventory stockpiles at the dealer side. Even with the slowdown, synthetic roof underlayment sales in the third quarter of 2022 reached the second highest on record, which is due to additional distribution channels becoming operational. To counter balance the slowdown in the single family construction segment, we continue to focus on expanding distribution into the multi-family and commercial construction segments. We expect to see a general slowdown in sales during the fourth quarter as new home construction starts continue to decrease but we do not expect it to be as severe as the deterioration in the broader construction market, since we are also expanding our distribution reach and market share to offset the reduction in construction spending. We are also working to expand our product offerings focused on the wall and roof weatherization side of the construction process. As these new products are introduced, we expect to see an increase in revenue based on completing the overall systems used in construction. Management is encouraged about our growth potential in the coming year. However, there is uncertainty in the economy in relation to interest rates and a possible recession and the continued slowdown in building that could impact the Building Supply segment.

Disposable Protective Apparel Segment

Sales for the Disposable Protective Apparel segment for the three months ended September 30, 20172022 increased by $147,000,$715,000, or 4.0%16.2%, to $3,845,000,$5,118,000, compared to $3,698,000$4,403,000 for the same period of 2016,2021. This segment increase was due to a 33.0% increase in sales of disposable protective garments, partially offset by a 25.1% decrease in sales of face masks and a 5.6% decrease in sales of face shields.

The sales mix of the Disposable Protective Apparel segment for the three months ended September 30, 2022 was approximately 78% for disposable protective garments, 15% for face masks and 7% for face shields. This sales mix is compared to approximately 69% for disposable protective garments, 23% for face masks and 8% for face shields for the three months ended September 30, 2021.

Sales of disposable garments were significantly higher due to increased customer demand in the third quarter of 2022 compared to demand in the third quarter of 2021. Our customers’ supply chains were overstocked in the third quarter of 2021, due to record sales in the first six months of 2021, which led to lower sales in  that quarter. Sales for the disposable protective garments also increased significantly in the third quarter of 2022, primarily due to increasedimproved sales to our major international supply chain partner, partially offsetchannel partner. Sales of face masks in the third quarter of 2022 were down compared to the same quarter of 2021, which was still aided by decreasedincreased COVID-19-related demand. Sales of face masks this quarter were in line with pre-pandemic levels but are expected to be lower in the coming months as the market is saturated with face masks. Sales of face shields in the third quarter of 2022 were down compared to the same quarter of 2021 but more in line with pre-pandemic levels. Face shield sales are expected to nationalbe lower in the near term. We are continuing to work closely with our channel partners to uncover new end-customer sales opportunities, but expect sales of face masks and regional distributors.face shields to continue to decrease to pre-pandemic levels due to the saturated market.

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Alpha Pro Tech, Ltd.

 

Infection Control segment sales for the three


Nine months ended September 30, 2017 increased by $69,000, or 6.5%, to $1,128,000,2022 compared to $1,059,000 for the same period of 2016. Mask sales were up by 6.1%, or $43,000, to $751,000, and shield sales were up by 7.4%, or $26,000, to $377,000.

Consolidated sales for the nine months ended September 30, 2017 decreased to $34,082,000 from $36,334,0002021

Consolidated sales for the nine months ended September 30, 2016,2022 decreased to $49,756,000 from $55,442,000 for the nine months ended September 30, 2021, representing a decrease of $2,252,000,$5,686,000, or 6.2%10.3%. This decrease was due toconsisted of decreased sales in the Disposable Protective Apparel Segment of $8,133,000, partially offset by increased sales in the Building Supply segment of $2,402,000 and decreased sales in the Disposable Protective Apparel segment of $233,000, partially offset by increased sales in the Infection Control segment of $383,000.$2,447,000.

Building Supply Segment

 

Building Supply segment sales for the nine months ended September 30, 2017 decreased2022 increased by $2,402,000,$2,447,000, or 11.1%8.7%, to $19,298,000,$30,657,000, compared to $21,700,000$28,210,000 for the same period of 2016. This2021. The Building Supply segment decreaseincrease was primarily due to a 25.3% decreasean increase in sales of housewrap of 5.9%, an increase in sales of synthetic roof underlayment (including REX™of 3.0%, TECHNOply™ and our new TECHNO SB), partially offset by a 10.0% increase in sales of housewrap and a 30.3%an increase in sales of other woven material. material of 75.1% compared to the same period of 2021.

Building Supply segment sales during the first nine months of 2022 experienced growth due to increased demand for our housewrap products, other non-woven products and, to a lesser extent, synthetic roof underlayment products. The housewrap family of products continued to grow with a 5.9% year to date increase over the prior year to date due to growth in new market share as well as high demand for new home construction during the first half of 2022. Other woven material sales increased year to date by 75.1% due to increased sales to our major customer, as well as a new customer. Synthetic roof underlayment sales increased by 3.0% compared to the first nine months of 2021, which was primarily due to robust sales of our economy TECHNO family of products that have increased 10.2% year to date, partially offset by an industry-wide decline in premium synthetic roof underlayment sales.

The sales mix of the Building Supply segment for the nine months ended September 30, 20172022 was 51%47% for synthetic roof underlayment, 41% for housewrap and 8%12% for other woven material. This compared to 61%50% for synthetic roof underlayment, 33%42% for housewrap and 6%8% for other woven material for the nine months ended September 30, 2016.2021.

Disposable Protective Apparel Segment

 

Sales for the Disposable Protective Apparel segment for the nine months ended September 30, 20172022 decreased by $233,000,$8,133,000, or 2.1%29.9%, to $10,914,000,$19,099,000, compared to $11,147,000$27,232,000 for the same period of 2016.2021. This segment decrease was due to a 22.6% decrease in sales of disposable protective garments, a 47.6% decrease in sales of face masks, and a 25.1% decrease in sales of face shields, all primarily due to increased customer demand associated with the pandemic in 2021. Although sales of disposable protective garments, face masks and face shields are down year to date compared to the same period in 2021, they are above pre-pandemic levels. In addition, our major international channel partner’s sales to its end users of our Disposable Protective Apparel products in 2022 have been significantly higher than pre-pandemic levels.

The sales mix of the Disposable Protective Apparel segment sales were down year to date, sales have been up in the two most recent quarters. The year to date decrease was primarily due to decreased sales to our national and regional distributors, partially offset by an increase to our major international supply chain partner.

Infection Control segment sales for the nine months ended September 30, 2017 increased by $383,000, or 11.0%, to $3,870,000,2022 was 67% for disposable protective garments, 21% for face masks and 12% for face shields. This sales mix is compared to $3,487,00061% for disposable protective garments, 28% for face masks and 11% for face shields for the same period of 2016. Mask sales were up by 12.7%, or $303,000, to $2,695,000, and shield sales were up by 7.3%, or $80,000, to $1,175,000.nine months ended September 30, 2021.

 

Gross Profit. Gross profit increaseddecreased by $196,000,$124,000, or 4.3%2.5%, to $4,712,000$4,818,000 for the three months ended September 30, 20172022, from $4,516,000 for the same period of 2016. The gross profit margin was 39.1%$4,942,000 for the three months ended September 30, 2017,2021. The gross profit margin was 32.7% for the three months ended September 30, 2022, compared to 38.3%34.1% for the same period of 2016.three months ended September 30, 2021.

 

Gross profit increaseddecreased by $191,000,$3,481,000, or 1.4%17.1%, to $13,493,000$16,872,000 for the nine months ended September 30, 20172022, from $13,302,000$20,353,000 for the same period of 2016.2021. The gross profit margin was 39.6%33.9% for the nine months ended September 30, 2017,2022, compared to 36.6%36.7% for the same period of 2016.2021.

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Alpha Pro Tech, Ltd.

 


Although the gross profit margin has been negatively affected in 2022 by significant increases in ocean freight and other transportation costs, ocean freight rates have started to come down. Additionally, our portfolio of products has been affected by much higher than normal raw material costs and increased labor costs. In the current environment, cost increases may rise more rapidly than our sales prices, which affects gross profit. In order to offset cost increases, the Company increased prices on many products during the latter part of the third quarter of 2022, which should have a positive effect in the coming quarters. Management expects the gross profit margin to be around 39% for fiscal 2017.improve next year, although continuing inflationary pressures could limit such improvements.

 

Selling, General and Administrative Expenses. Selling, general and administrative expenses increased by $292,000,$86,000, or 9.2%2.2%, to $3,450,000$3,970,000 for the three months ended September 30, 20172022, from $3,158,000$3,884,000 for the three months ended September 30, 2016.2021. As a percentage of net sales, selling, general and administrative expenses increased slightly to 27.0% for the three months ended September 30, 2022, from 26.8% for the same period of 2021, primarily as a result of higher expenses.

The change in expenses by segment for the three months ended September 30, 2022 was as follows: Disposable Protective Apparel was down $50,000, or 4.1%; Building Supply was up $69,000, or 4.4%; and corporate unallocated expenses were up $67,000, or 5.8%. The decrease in the Disposable Protective Apparel segment expenses was primarily related to decreased employee compensation, general factory, expenses, partially offset by increased commission, sales travel and rent expenses. The increase in the Building Supply segment expenses was primarily related to increased employee compensation, sales travel, insurance and general office expenses, partially offset by a decrease in marketing and commission expenses. The increase in corporate unallocated expenses was primarily due to higher professional fees and insurance expense.

Selling, general and administrative expenses decreased by $320,000, or 2.5%, to $12,341,000 for the nine months ended September 30, 2022, from $12,661,000 for the nine months ended September 30, 2021. As a percentage of net sales, selling, general and administrative expenses increased to 28.6% for the three months ended September 30, 2017, from 26.8% for the same period of 2016.

The change in selling, general and administrative expenses for the third quarter of 2017 by segment was as follows: Building Supply was up $153,000, or 14.6%, Infection Control was up $2,000, or 1.5%, Disposable Protective Apparel was up $29,000, or 3.5%, and corporate unallocated expenses were up $108,000, or 9.3%. The increase was primarily due to an increase in sales and marketing expenses, as we invested in additional sales representatives primarily in the Building Supply segment.


Alpha Pro Tech, Ltd.


Selling, general and administrative expenses increased by $319,000, or 3.2%, to $10,269,00024.8% for the nine months ended September 30, 20172022, up from $9,950,00022.8% for the same period of 2021, primarily as a result of lower net sales.

The change in expenses by segment for the nine months ended September 30, 2016. As a percentage of net sales, selling, general and administrative expenses increased to 30.1% for the nine months ended September 30, 2017, from 27.4% for the same period of 2016.

The change in selling, general and administrative expenses for the first nine months of 2017 by segment2022 was as follows: Building Supply was up $204,000, or 6.1%, Infection Control was up $4,000, or 1.0%, corporate unallocated expenses were up $234,000, or 6.8%, and Disposable Protective Apparel was down $123,000,$595,000, or 4.5%14.0%; Building Supply was up $656,000, or 15.5%; and corporate unallocated expenses were down $381,000, or 9.1%. The decrease in the Disposable Protective Apparel segment expenses was primarily related to decreased employee compensation and general factory expenses, partially offset by increased rent and utilities. The increase in the Building Supply segment expenses was related to increased employee compensation, marketing, travel, insurance and general office expenses, partially offset by decreased commission expense. The decrease in corporate unallocated expenses was primarily due to decreased accrued bonuses, stock option expenses, and public company and general office expenses, partially offset by increased employee compensation and insurance expenses.

 

Pursuant to theirIn accordance with the terms of his employment agreements,agreement, the Company’s current President and Chief Executive Officer and President are eachis entitled to aan annual bonus equal to 5% of the pre-tax profits of the Company, excluding bonus expense. Bonusesexpense, up to a maximum of $190,000 were$1.0 million. A bonus amount of $36,000 was accrued for the three months ended September 30, 2017, as2022, compared to $76,000$51,000 for the same periodthree months ended September 30, 2021. A bonus amount of 2016. Bonuses of $392,000 were$186,000 was accrued for the nine months ended September 30, 2017, as2022, compared to $177,000$406,000 for the same period of 2016. The Chief Executive Officer was not entitled to receive this bonus during 2016.2021.

 

Depreciation and Amortization. Depreciation and amortization expense decreased by $6,000,$8,000, or 3.9%3.8%, to $147,000$201,000 for the three months ended September 30, 20172022, from $153,000$209,000 for the same period of 2016.

three months ended September 30, 2021. Depreciation and amortization expense increased by $1,000,$30,000, or 0.2%4.9%, to $426,000$641,000 for the nine months ended September 30, 20172022, from $425,000$611,000 for the same period of 2016.2021. The year to date increase was primarily attributable to increased depreciation for machinery and equipment in the Building Supply segment.

 

Income from Operations.Income from operations decreased by $90,000,$202,000, or 7.5%23.8%, to $1,115,000$647,000 for the three months ended September 30, 2017,2022, compared to $1,205,000$849,000 for the three months ended September 30, 2016.2021. The decreased income from operations was primarily due to a decrease in gross profit of $124,000 and an increase in selling, general and administrative expenses of $292,000,$86,000, partially offset by an increasea decrease in gross profitdepreciation and amortization expense of $196,000.$8,000. Income from operations as a percentage of net sales for the three months ended September 30, 2022 was 4.4%, compared to 5.9% for the same period of 2021.

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Alpha Pro Tech, Ltd.


 

Income from operations decreased by $129,000,$3,191,000, or 4.4%45.1%, to $2,798,000$3,890,000 for the nine months ended September 30, 2017,2022, compared to $2,927,000$7,081,000 for the nine months ended September 30, 2016.2021. The decreased income from operations was primarily due to a decrease in gross profit of $3,481,000 and an increase in depreciation and amortization expense of $30,000, partially offset by a decrease in selling, general and administrative expenses of $319,000, partially offset by an increase in gross profit$320,000. Income from operations as a percentage of $191,000.net sales for the nine months ended September 30, 2022 was 7.8%, compared to 12.8% for the same period of 2021.

 

Other Income. Other income increaseddecreased by $248,000$98,000, or 86.7%, to $491,000$15,000 for the three months ended September 30, 20172022, from $243,000$113,000 for the same period of 2016. Other income consisted primarily ofthree months ended September 30, 2021. The decrease was due to a decrease in equity in income of unconsolidated affiliate of $105,000, a gain on the sale$125,000 (equity in loss of propertyunconsolidated affiliate of $385,000 and interest income of $1,000 for the three months ended September 30, 2017. Other income consisted primarily of$13,000, compared to equity in income of unconsolidated affiliate of $242,000 and$112,000), partially offset by an increase in interest income of $1,000 for the three months ended September 30, 2016.$27,000.

 

Other income increaseddecreased by $291,000$989,000 to $727,000a loss of $364,000 for the nine months ended September 30, 20172022, from $436,000other income of $625,000 for the same period of 2016. Other income consisted2021. The decrease was primarily due a loss on fixed assets of $490,000, and a decrease in equity in income of unconsolidated affiliate of $339,000, a gain on the sale of property of $385,000 and$536,000, partially offset by an increase in interest income of $3,000$37,000. The loss on fixed assets was due to equipment for the nine months ended September 30, 2017. Other income consisted primarily of equityDisposable Protective Apparel segment that was not delivered and the Company has recently filed a lawsuit (the “Lawsuit”) in income of unconsolidated affiliate of $433,000 and interest income of $3,000this matter. See Part II, Item 1, “Legal Proceedings,” for more information on the nine months ended September 30, 2016.Lawsuit.

 

Income before Provision for Income Taxes. Income before provision for income taxes for the three months ended September 30, 20172022 was $1,606,000,$662,000, compared to income before provision for income taxes of $1,448,000$962,000 for the three months ended September 30, 2016,same period of 2021, representing an increasea decrease of $158,000,$300,000, or 10.9%31.2%. This increasedecrease in income before provision for income taxes was primarily due to an increase in other income of $248,000, partially offset by a decrease in income from operations of $90,000.$202,000 and a decrease in other income of $98,000.


Alpha Pro Tech, Ltd.


 

Income before provision for income taxes for the nine months ended September 30, 20172022 was $3,525,000,$3,526,000, compared to income before provision for income taxes of $3,363,000$7,706,000 for the nine months ended September 30, 2016,2021, representing an increasea decrease of $162,000,$4,180,000, or 4.8%54.2%. The increaseThis decrease in income before provision for income taxes was primarily due to an increase in other income of $291,000, partially offset by a decrease in income from operations of $129,000.$3,191,000 and a decrease in other income of $989,000.

 

Provision for Income Taxes.Taxes. The provision for income taxes for the three months ended September 30, 20172022 was $503,000,$159,000, compared to $429,000$196,000 for the same period of 2016.2021. The estimated effective tax rate was 31.3%24.0% for the three months ended September 30, 2017,2022, compared to 29.6%20.4% for the same period of 2016.three months ended September 30, 2021. The Company does not record a tax provision on equity in income of unconsolidated affiliate. For the three months ended September 30, 2017, the estimated effective tax rate would have been 33.5% if the equity in income of unconsolidated affiliate, was taxable. Management expectswhich reduces the effective tax rate to be in the low 30% range for fiscal 2017.rate.

 

The provision for income taxes for the nine months ended September 30, 20172022 was $1,068,000,$808,000, compared to $1,040,000$1,550,000 for the same period of 2016.2021. The estimated effective tax rate was 30.3%22.9% for the nine months ended September 30, 2017,2022, compared to 30.9%20.1% for the same periodnine months ended September 30, 2021. The Company does not record a tax provision on equity in income of 2016.unconsolidated affiliate, which reduces the effective tax rate.

 

Net Income.Net income for the three months ended September 30, 20172022 was $1,103,000,$503,000, compared to net income of $1,019,000$766,000 for the three months ended September 30, 2016,2021, representing an increasea decrease of $84,000,$263,000, or 8.2%34.3%. The decrease in net income was largely associated with lower gross margin as a result of increased freight and transportation costs, increased raw material costs and selling, general and administrative costs and a decrease in equity in income of unconsolidated affiliate. The net income increasedecrease for the three months ended September 30, 2022 compared to the same period of 2021 was due to an increasea decrease in income from operations of $202,000 and a decrease in other income of $98,000, resulting in a decrease in income before provision for income taxes of $158,000,$300,000, partially offset by an increasea decrease in provision for income taxes of $74,000.$37,000. Net income as a percentage of net sales for the three months ended September 30, 20172022 was 9.2%3.4%, and net income as a percentage of net sales for the same period of 20162021 was 8.7%5.3%. Basic and diluted earnings per common share for the three months ended September 30, 20172022, and 20162021 were $0.07$0.04 and $0.06, respectively.

Net income Diluted earnings per common share for the ninethree months ended September 30, 2017 was $2,457,000, compared to net2022 and 2021 were $0.04 and $0.06, respectively.

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Alpha Pro Tech, Ltd.


Net income of $2,323,000 for the nine months ended September 30, 2016,2022 was $2,718,000, compared to net income of $6,156,000 for the same period of 2021, representing an increasea decrease of $134,000,$3,438,000, or 5.8%55.8%. The net income increasedecrease comparing the 2022 and 2021 periods was due to an increasea decrease in income from operations of $3,191,000 and a decrease in other income of $989,000, resulting in a decrease in income before provision for income taxes of $162,000,$4,180,000, partially offset by an increasea decrease in provision for income taxes of $28,000.$742,000. As mentioned above, the $490,000 loss on assets has negatively impacted our net income in 2022. Net income as a percentage of net sales for the nine months ended September 30, 20172022 was 7.2%5.5%, and net income as a percentage of net sales for the same period of 20162021 was 6.4%11.1%. Basic and diluted earnings per common share for the nine months ended September 30, 20172022 and 20162021 were $0.16$0.21 and $0.14,$0.46, respectively.

Diluted earnings per common share for the nine months ended September 30, 2022 and 2021 were $0.21 and $0.45, respectively.

 

LIQUIDITY AND CAPITAL RESOURCES

 

As of September 30, 2017, we2022, the Company had cash and cash equivalents (“cash”) of $8,968,000$15,517,000 and working capital of $25,646,000, representing a decrease in working capital of 5.7%, or $1,552,000, from December 31, 2016.$50,595,000. As of September 30, 2017, our2022, the Company’s current ratio (current assets/current liabilities) was 14:27:1, compared to a 12:1 current ratio of 20:1 as of December 31, 2016.2021. Cash decreased by 5.2%4.8%, or $488,000,$790,000, to $8,968,000$15,517,000 as of September 30, 2017,2022, compared to $9,456,000$16,307,000 as of December 31, 2016.2021, and working capital increased by $257,000 from $50,338,000 as of December 31, 2021. The decrease in cash from December 31, 2021 was due to cash used in financinginvesting activities of $2,776,000$349,000 and cash used in investingfinancing activities of $386,000,$2,772,000, partially offset by cash provided by operating activities of $2,674,000.

We have a $3,500,000 credit facility with Wells Fargo Bank, consisting of a line of credit with interest at prime plus 0.5%. As of September 30, 2017, the prime interest rate was 4.25%. This credit line was renewed in May 2016 and expires in May 2018. The available line of credit is based on a formula of eligible accounts receivable and inventories. Our borrowing capacity on the line of credit was $3,500,000 as of September 30, 2017. As of September 30, 2017, we did not have any borrowings under this credit facility and do not anticipate using it in the near future.$ 2,331,000.

 

Net cash provided by operating activities of $2,674,000$2,331,000 for the nine months ended September 30, 20172022 was due to net income of $2,457,000, adjusted$2,718,000, impacted primarily by the following: stock-based compensation expense of $244,000,$119,000, depreciation and amortization expense of $426,000,$641,000, equity in income of unconsolidated affiliate of $339,000, gain on sale$87,000, operating lease expense net of propertyaccretion of $385,000,$689,000, an increase in accounts receivable of $1,073,000, a decrease in inventory of $1,530,000,$2,680,000, a decrease in prepaid expenses and other current assets of $254,000 and$2,374,000, an increase in inventory of $155,000, a decrease in accounts payable and accrued liabilities of $440,000.$759,000, and a decrease in lease liabilities of $690,000, all compared to December 31, 2021.

Accounts receivable increased by $2,519,000, or 52.7%, to $7,299,000 as of September 30, 2022, from $4,780,000 as of December 31, 2021. The increase in accounts receivable was primarily related to increased sales as compared to the fourth quarter of 2021, and partially due to increased terms to our major international channel partner. The number of days that sales remained outstanding as of September 30, 2022, calculated by using an average of accounts receivable outstanding and annual revenue, was 48 days, compared to 24 days as of December 31, 2021. 

Inventory increased by $155,000, or 0.6%, to $25,124,000 as of September 30, 2022, from $24,969,000 as of December 31, 2021. The increase was due to an increase in inventory for the Building Supply segment of $1,504,000, or 17.2%, to $10,237,000, partially offset by a decrease in inventory for the Disposable Protective Apparel segment of $1,349,000, or 8.3%, to $14,887,000.

Prepaid expenses decreased by $2,374,000, or 37.4%, to $4,569,000 as of September 30, 2022, from $6,943,000 as of December 31, 2021. The decrease was primarily due to decreased prepaid inventory and equipment, partially offset by increased prepayments for insurance.

Right-of-use assets as of September 30, 2022 decreased by $689,000 to $1,959,000 from $2,648,000 as of December 31, 2021 as a result of amortization of the balance.

Lease liabilities as of September 30, 2022 decreased by $690,000 to $2,010,000 from $2,700,000 as of December 31, 2021. The recording of the lease liabilities was the result of adopting ASC 842, Leases. The decrease in the lease liabilities was the result of lease payments made during the year.

Accounts payable and accrued liabilities as of September 30, 2022 decreased by $759,000, or 42.7%, to $1,019,000, from $1,778,000 as of December 31, 2021. The decrease was primarily due to a decrease in accrued bonuses and trade accounts payable.

 


21

 

Alpha Pro Tech, Ltd.

 

 


 

Accounts receivable increased by $1,073,000, or 22.3%, to $5,895,000 as of September 30, 2017 from $4,822,000 as of December 31, 2016. The increase in accounts receivable was primarily related to increased revenue in the third quarter of 2017 compared to the fourth quarter of 2016. The number of days that sales remained outstanding as of September 30, 2017, calculated by using an average of accounts receivable outstanding, was 42 days, compared to 30 days as of December 31, 2016.

Inventory decreased by $1,530,000, or 13.9%, to $9,464,000 as of September 30, 2017 from $10,994,000 as of December 31, 2016. The decrease was primarily due to a decrease in inventory for the Disposable Protective Apparel segment of $1,014,000, or 27.1%, to $2,722,000, a decrease in inventory for the Building Supply segment of $474,000, or 9.7%, to $4,435,000, and a decrease in inventory for the Infection Control segment of $42,000, or 1.8%, to $2,307,000.

Prepaid expenses and other current assets decreased by $254,000, or 7.6%, to $3,092,000 as of September 30, 2017 from $3,346,000 as of December 31, 2016. The decrease was primarily due to a decrease in deposits for the purchase of inventory.

Accounts payable and accrued liabilities as of September 30, 2017 decreased by $440,000, or 17.8%, to $2,025,000, from $2,465,000 as of December 31, 2016. The change was primarily due to a decrease in accrued liabilities of $483,000 and an increase in trade payables of $43,000.

Net cash used in investing activities was $386,000$349,000 for the nine months ended September 30, 2017,2022, compared to net cash used in investing activities of $253,000$2,391,000 for the same period of 2016. Our investing2021. Investing activities for the nine months ended September 30, 20172022 consisted of the purchase of property and equipment of $923,000 and proceeds of $537,000 from the sale of property. Our investing$349,000. Investing activities for the nine months ended September 30, 20162021 consisted of the purchase of property and equipment of $212,000 and the purchase of marketable securities of $41,000.$2,391,000.

 

Net cash used in financing activities was $2,776,000$2,772,000 for the nine months ended September 30, 2017,2022, compared to net cash used in financing activities of $3,672,000$3,686,000 for the same period of 2016. The net2021. Net cash used in financing activities for the nine months ended September 30, 2017 was due to2022 resulted from the payment of $2,901,000$2,832,000 for the repurchase of shares of our common stock, partially offset by the proceeds of $60,000 from the exercise of stock options of $125,000. The netoptions. Net cash used in financing activities for the nine months ended September 30, 2016 was due to2021 resulted from the payment of $3,689,000$4,077,000 for the repurchase of shares of our common stock partially offset by the proceeds of $391,000 from the exercise of stock options of $17,000.options.

 

As of September 30, 2017,2022, we had $1,604,000$1,246,000 available for additional stock purchases under our stock repurchase program. During the ninethree months ended September 30, 2017,2022, we repurchased 898,242259,200 shares of common stock at a cost of $2,901,000.$1,116,000. As of September 30, 2017,2022, we had repurchased a total of 15,869,77319,204,617 shares of common stock at a cost of $27,916,000approximately $45,274,000 through our repurchase program. We retire all stock upon its repurchase. Future repurchases are expected to be funded from cash on hand and cash flows from operating activities.

We have committed to increasing production capacity in our Building Supply segment by investing approximately $4.0 million in new equipment, a part of which became operational in the latter part of the third quarter of 2021. As a result of delays in the supply chain the most expensive piece of equipment, for which an approximately $900,000 balance remains outstanding, has been delayed. This amount has not been prepaid and will be paid in full upon delivery of equipment. The equipment was originally anticipated to arrive in the fourth quarter of 2021, and is now expected in the latter part of the fourth quarter of 2022. The Company expects to fund the remaining balance from cash flow from operations.

 

We believe that our current cash balance and the funds available under our credit facilityexpected cash flow from operations will be sufficient to satisfy our projected working capital and planned capital expenditures for the foreseeable future.

 

Recent Accounting Pronouncements

Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”) is a comprehensive new revenue recognition model requiring a company to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration that it expects to receive in exchange for those goods or services.  In adopting ASU 2014-09, companies may use either a full retrospective or a modified retrospective approach.  ASU 2014-09 is effective for the first interim period within an annual reporting period beginning after December 15, 2017, and early adoption is not permitted. The Company will adopt ASU 2014-09 during the first quarter of 2018. Management is evaluating the provisions of this update and at this point in time has determined that its adoption will have limited to no impact on the Company’s financial position or results of operations.


Alpha Pro Tech, Ltd.


In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, which requires deferred income tax liabilities and assets to be classified as noncurrent on the balance sheet rather than being separated into current and noncurrent. The guidance was effective for public entities for annual periods beginning after December 15, 2016 and interim periods within those annual periods, with early adoption being permitted. The Company adopted this guidance in the first quarter of 2017. The Company netted $410,000 in deferred tax assets netted against deferred tax liabilities as of the end of the first quarter of 2017. Prior periods were not retrospectively adjusted.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which provides guidance for the recognition, measurement, presentation and disclosure of financial instruments. The new guidance revises the accounting requirements related to the classification and measurement of investments in equity securities and the presentation of certain fair value changes for financial liabilities measured at fair value.  The guidance also changes certain disclosure requirements associated with the fair value of financial instruments. These changes will require an entity to measure, at fair value, investments in equity securities and other ownership interests in an entity and recognize the changes in fair value within net income. The guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2017. The Company has not yet adopted this guidance and has not yet determined the impact of adoption on the Company’s financial position or results of operations.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires lessees to recognize most leases on the balance sheet. The provisions of this guidance are effective for annual periods beginning after December 15, 2018 and interim periods within those years, with early adoption permitted. Management is evaluating the requirements of this guidance and has not yet determined the impact of the adoption on the Company’s financial position or results of operations.

In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which simplifies several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. The provisions of this guidance were effective for annual reporting periods beginning after December 15, 2016 and interim periods within those annual periods, with early adoption permitted. The Company adopted this guidance during the quarter ended March 31, 2017, and the Company recorded a one-time $866,000 cumulative-effect adjustment to reduce additional paid-in capital and increase retained earnings for excess tax benefits from stock option exercises that had previously been recorded to additional paid-in capital. The adoption of this guidance also increased the number of dilutive shares because excess tax benefits are no longer included in the assumed proceeds when calculating the number of dilutive shares. In addition, the effective tax rate will be reduced in future periods when there are excess tax benefits from stock options exercised.

 

Management periodically reviews new accounting standards that are issued. Management has not identified any other new standards that it believes merit further discussion.discussion at this time.

 

ITEM 3. QUANTITATIVEQUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a smaller reporting company, we are not required to provide the information otherwise required by this Item.

 

ITEMITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures.

 

Under the supervision and with the participation of our management, including our President and Chairman and our Chief Executive Officer (principal executive officers)officer) and our Chief Financial Officer (principal financial officer), we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)), as of September 30, 2017,2022, pursuant to the evaluation of these controls and procedures required by Rule 13a-15 of the Exchange Act. Disclosure controls and procedures are the controls and other procedures that we have designed to ensure that we record, process, summarize and report in a timely manner the information that we must disclose in reports that we file with or submit to the SEC under the Exchange Act.     Act, and such controls include, without limitation, controls and procedures designed to ensure that information required to be disclosed is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow for timely decisions regarding required disclosure.

 


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Alpha Pro Tech, Ltd.

 

 


 

In designing and evaluating our disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and that we are required to apply our judgment in evaluating the cost-benefit relationship of possible controls and procedures.

 

Based on the evaluation, our principal executive officers officer and principal financial officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of the end of the period covered by this report.

 

PART II. OTHER INFORMATIONChanges in Internal Control Over Financial Reporting

 

ITEM 1. LEGAL PROCEEDINGSDuring the quarter to which this report relates, there was no change in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On June 7, 2022, the Company filed a lawsuit (the “Lawsuit”) in the Fourth Judicial District Court of Utah naming as defendants Mechanized Concepts, LLC, Matthew D. Colledge, Colledge Machine, Engineering, Design, LLC, Joseph Colledge d/b/a/ Colledge Machine, and Justin Staub (collectively, the “Defendants”). The Lawsuit relates to certain equipment ordered from Defendants and paid for by the Company, which Defendants never delivered. In the Lawsuit the Company is seeking the following relief: compensatory damages in the amount $490,000, representing the money the Company paid for the machines it never received, lost profits in the form of mask sales it could have made if Defendants had delivered the machines on the promised date and other monetary and equitable relief. As of September 30, 2022, the Company has written off the $490,000 balance of the deposit paid for the equipment, pending any recovery in the Lawsuit. As of the date hereof, no counterclaims have been asserted against the Company. The Company is presently involved in protracted litigation against a competitor in an action styled Alpha Pro Tech, Inc. v. VWR International, LLC, pending in the U.S. District Court for the Eastern District of Pennsylvania, CV 12-1615, wherein the Company originally sought damages for unfair trade practices and false advertising against the competitor, and the competitor has counterclaimed asserting similarbelieves there would not be any meritorious claims against the Company.   In August of 2017,Company in the court ruled against the Company onLawsuit. The Lawsuit is in its claims against the competitor,early stages and the competitorfinal outcome, including the potential amount of any recovery for the Company’s claims, is presently seeking attorneys’ fees and costs as the prevailing party with respect to those claims.  The Companyuncertain.

ITEM 1A. RISK FACTORS

A list of factors that could materially affect our business, financial condition or operating results is described in Part I, Item 1A, “Risk Factors” in the process of evaluating, with current litigation counsel,2021 Form 10-K. There have been no material changes to our risk factors from those disclosed in Part I, Item 1A, “Risk Factors” in the remaining counterclaims against the Company and the claim for attorneys’ fees and costs and intends to vigorously defend against these claims.  Although the Company believes that it will prevail in its defense of these claims, any material loss amount that might be incurred cannot reasonably be estimated at this time.2021 Form 10-K.

 

ITEM2. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

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Alpha Pro Tech, Ltd.


 

ISSUER PURCHASES OF EQUITY SECURITIES

 

The following table sets forth purchases made by or on behalf of the Company or any “affiliated purchaser,,” as defined in Rule 10b-18(a)(3) of the Exchange Act:

 

  

Issuer Purchases of Equity Securities

 

Period

 

Total Number of

Shares Purchased

  

Weighted Average

Price Paid per Share

  

Total Number of

Shares Purchased

as Part of Publicly

Announced

Program (1)

  

Approximate Dollar Value

of Shares that May Yet Be Purchased Under

the Program (1)

 

July 1 - 31, 2017

  167,000  $3.33   167,000  $2,321,000 

August 1 - 31, 2017

  135,200   3.46   135,200   1,850,000 

September 1 - 30, 2017

  70,742   3.45   70,742   1,604,000 
   372,942   3.40   372,942     
  

Issuer Purchases of Equity Securities

 
             
        Total Number of    
        Shares Purchased  Approximate Dollar Value 
        as Part of Publicly  of Shares that May Yet Be 
  Total Number of  Average Price Paid  Announced  Purchased Under the 

Period

 

Shares Purchased

  

per Share

  

Program (1)

  

Program (1)

 

July 1 - 31, 2022

  78,100  $4.48   78,100  $2,010,000 

August 1 - 31, 2022

  84,900   4.31   84,900   1,641,000 

September 1 - 30, 2022

  96,200   4.07   96,200   1,246,000 
   259,200  $4.27   259,200     

 

(1) On June 22, 2017,23, 2022, the Company announced that the Board of Directors had authorized a $2,000,000 expansion of the Company’s existing share repurchase program. All of the shares included in this table were purchased pursuant to this program. The share repurchase program expires on December 15, 2022.

 

SECURITIES SOLD

 

We did not sell unregistered equity securities during the period covered by this report.

 


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Alpha Pro Tech, Ltd.

 

 


 

ITEM 6. EXHIBITS6. EXHIBITS

 

 

3.1.13.1.1(P)

Certificate of Incorporation of Alpha Pro Tech, Ltd., incorporated by reference to Exhibit 3(f) to Form 10-K for the year ended December 31, 1994, filed on March 31, 1995 (File No. 000-19893).

3.1.23.1.2(P)

Certificate of Amendment of Certificate of Incorporation of Alpha Pro Tech, Ltd., incorporated by reference to Exhibit 3(j) to Form 10-K for the year ended December 31, 1994, filed on March 31, 1995 (File No. 000-19893).

3.1.33.1.3(P)

Certificate of Ownership and Merger (BFD Industries, Inc. into Alpha Pro Tech, Ltd.), incorporated by reference to Exhibit 3(l) to Form 10-K for the year ended December 31, 1994, filed on March 31, 1995 (File No. 000-19893).

3.23.2(P)

Bylaws of Alpha Pro Tech, Ltd., incorporated by reference to Exhibit 3(g) to Form 10-K for the year ended December 31, 1994, filed on March 31, 1995 (File No. 000-19893)

10.1

Amendment One to Executive Employment Agreement – Lloyd Hoffman – Chief Executive Officer, incorporated by reference to Exhibit 10.1 to Form 8-K, filed on October 26, 2017 (file No. 001-15725).

31.1

Certification of President and Chairman pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

31.2

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

31.331.2

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

32.1

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-OxleySarbanes-Oxley Act of 2002 – President and Chairman.Chief Executive Officer.

32.2

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Chief Executive Officer.

32.3

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Chief Financial Officer.

101

Interactive Data Files for Alpha Pro Tech, Ltd’sLtd’s Form 10-Q for the period ended September 30, 2017.2022, formatted in Inline XBRL.

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

  
 (P) Indicates a paper filing with the SEC.


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Alpha Pro Tech, Ltd.

 


SIGNATURES

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

ALPHA PRO TECH, LTD.

DATE:     

November 8, 2017

BY:   /s/ Lloyd Hoffman

Lloyd Hoffman 

   Chief Executive OfficerALPHA PRO TECH, LTD. 
     
     

DATE:

November 8, 20172022 BY:        /s/Colleen McDonald/s/Lloyd Hoffman 
     
   Colleen McDonald Lloyd Hoffman 
   President and Chief FinancialExecutive Officer 

 

 

DATE:November 8, 2022BY:        /s/Colleen McDonald
Colleen McDonald
Chief Financial Officer

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