UNITED STATES 

 

SECURITIES AND EXCHANGE COMMISSION

 

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

Quarterly Report pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

For the Quarterly Period Ended March 31, 2018

 

Commission File No. 01-15725

 

Alpha Pro Tech, Ltd.

(exact name of registrant as specified in its charter)

 

Delaware, U.S.A.	63-1009183
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)

 

60 Centurian Drive, Suite 112
Markham, Ontario, Canada	L3R 9R2
(Address of principal executive offices)	(Zip Code)

     

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

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes   X   No ___

 

Indicate by check mark whether the registrant has submitted electronically 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   X   No ___

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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  X  

 

Emerging growth company     

 

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

 

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

 

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

 

	Class		Outstanding May 3, 2018
	Common Stock, $0.01 par value		14,187,747 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 Income (Unaudited)	2
	Condensed Consolidated Statements of Comprehensive Income (Unaudited)	3
	Condensed Consolidated Statement of Shareholders’ Equity (Unaudited)	4
	Condensed Consolidated Statements of Cash Flows (Unaudited)	5
	Notes to Condensed Consolidated Financial Statements (Unaudited)	6
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	20
ITEM 4.	Controls and Procedures	20
PART II.	OTHER INFORMATION
ITEM 1.	Legal Proceedings	21
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
ITEM 6.	Exhibits	23
SIGNATURES		24
EXHIBITS

 

 

Alpha Pro Tech, Ltd.

 

 

PART I. FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

Condensed Consolidated Balance Sheets (Unaudited)

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(1) The condensed consolidated balance sheet as of December 31, 2017 has been prepared using information from the audited consolidated balance sheet as of that date.

 

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

 

 

Alpha Pro Tech, Ltd.

 

 

Condensed Consolidated Statements of Income (Unaudited)

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

 

 

Alpha Pro Tech, Ltd.

 

 

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

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

 

 

Alpha Pro Tech, Ltd.

 

 

Condensed Consolidated Statement of Shareholders’ Equity (Unaudited)

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For the Three Months Ended March 31, 2018

 

 

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

 

 

Alpha Pro Tech, Ltd.

 

 

Condensed Consolidated Statements of Cash Flows (Unaudited)

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

 

 

Alpha Pro Tech, Ltd.

 

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

 

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ITEM 2.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 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.

 

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 acquisitions 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. 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 these forward-looking statements are subject to risks and uncertainties. These and many other factors could affect the Company’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.

 

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 website (http://www.alphaprotech.com) our most recent Annual Report on Form 10-K, our most recent Quarterly Report on Form 10-Q, any current 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”). In addition, in accordance with SEC rules, we provide electronic or paper copies of our filings free of charge upon request.

 

Critical Accounting Policies

 

The preparation of our financial statements in conformity with US generally accepted accounting principles (“US 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. We base estimates on past experience and on various other assumptions that are believed to be reasonable under the circumstances. The application of these accounting policies on a consistent basis enables us to provide timely and reliable financial information. 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 classified 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, and effective January 1, 2018 unrealized gains and losses are reported as a component of net income in the statements of income. Prior to January 1, 2018, unrealized gains and losses were reported as other comprehensive income as a component of equity. 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 investments in the accompanying condensed consolidated balance sheets.

 

 

Alpha Pro Tech, Ltd.

 

 

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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:  The Company recognizes revenue for the transfer of promised goods to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods. The Company typically satisfies its performance obligations in contracts with customers upon shipment of the goods. Generally, payment is due from customers within a fixed number of days of the invoice date and the contracts do not have significant financing components.

 

The Company has determined that control does not pass at the time of manufacture for private label goods, based on the nature of the private labeling.

 

See Notes 10 and 11 for revenue disaggregated by type and by geographic region.

 

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, over the determined requisite service period, which is generally ratably over the vesting term.

 

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.

 

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 Pro Tech" brand name, as well as under private label.

 

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

 

 

Alpha Pro Tech, Ltd.

 

 

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Our target markets include pharmaceutical manufacturing, bio-pharmaceutical manufacturing, 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.

 

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 Ended March 31,
		2018				2017
Net sales			100.0	%			100.0	%
Gross profit			38.9	%			39.9	%
Selling, general and administrative expenses			33.9	%			32.3	%
Income from operations			3.7	%			6.2	%
Income before provision for income taxes			5.2	%			7.2	%
Net income			4.4	%			5.1	%

 

 

Three months ended March 31, 2018 compared to three months ended March 31, 2017

 

Sales. Consolidated sales for the three months ended March 31, 2018 increased to $11,442,000, from $10,751,000 for the three months ended March 31, 2017, representing an increase of $691,000, or 6.4%. This increase consisted of increased sales in the Building Supply segment of $730,000 and increased sales in the Infection Control segment of $24,000, partially offset by decreased sales in the Disposable Protective Apparel segment of $63,000.

 

Building Supply segment sales for the three months ended March 31, 2018 increased by $730,000, or 12.3%, to $6,669,000, compared to $5,939,000 for the same period of 2017. This segment increase was primarily due to a   19.0% increase in sales of housewrap and a 114% increase in sales of other woven material, partially offset by a 1.4% decrease in sales of synthetic roof underlayment (including REX™, TECHNOply™ and our new TECHNO SB®). The sales mix of the Building Supply segment for the three months ended March 31, 2018 was 47% for synthetic roof underlayment, 44% for housewrap and 9% for other woven material. This compared to 54% for synthetic roof underlayment, 41% for housewrap and 5% for other woven material for the three months ended March 31, 2017.

 

Our housewrap sales continue to show growth, with increased revenue in the first quarter of 2018 compared to the same period of 2017. Sales of the REX™ family of housewrap grew by 19% as compared to the first quarter of 2017. Management is encouraged by housewrap sales, as we have achieved sales growth in each of the last nine quarters on a comparative basis. Although our synthetic roof underlayment sales decreased for the quarter, the number of rolls sold increased, as sales were affected by a change in the product mix from the premium REX™ synthetic underlayment to the lower priced TECHNO family (TECHNOply™ and TECHNO SB) of products. The number of TECHNO family rolls sold was up for the quarter, while sales of the premium REX™ family rolls were basically flat. In light of challenging weather conditions during the first quarter of 2018, we are encouraged that the number of rolls shipped of the underlayment family of products increased compared to the same quarter last year.

 

 

Alpha Pro Tech, Ltd.

 

 

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Sales for the Disposable Protective Apparel segment for the three months ended March 31, 2018 decreased by $63,000, or 1.9%, to $3,232,000, compared to $3,295,000 for the same period of 2017. The decrease was primarily due to decreased sales to our major international supply chain partner and national distributors, partially offset by an increase in sales to our regional distributors. Sales were also impacted by a change in the mix of products sold.

 

Infection Control segment sales for the three months ended March 31, 2018 increased by $24,000, or 1.6%, to $1,541,000, compared to $1,517,000 for the same period of 2017. Mask sales were up by 1.4%, or $16,000, to $1,095,000, and shield sales were up by 1.8%, or $8,000, to $446,000.

 

Gross Profit. Gross profit increased by $161,000, or 3.7%, to $4,455,000 for the three months ended March 31, 2018, from $4,294,000 for the same period of 2017. The gross profit margin was 38.9% for the three months ended March 31, 2018, compared to 39.9% for the same period of 2017. Gross margin in the Building Supply segment was affected by a change in the product mix from the premium REX™ synthetic underlayment to the lower priced TECHNO family of products and gross margin in the Disposable Protective Apparel segment was affected by increased rebates. Management expects gross profit margin to be reduced in 2018 but still to be in the high thirty percent range.

 

Selling, General and Administrative Expenses. Selling, general and administrative expenses increased by $407,000, or 11.7%, to $3,881,000 for the three months ended March 31, 2018 from $3,474,000 for the three months ended March 31, 2017. As a percentage of net sales, selling, general and administrative expenses increased to 33.9% for the three months ended March 31, 2018, from 32.3% for the same period of 2017. The increase in selling, general and administrative expenses was primarily the result of the accrual of expenses associated with the mediated settlement of the litigation matter described in Note 13 of the notes to our unaudited condensed consolidated financial statements, which appear elsewhere in this report, and in Part II, Item 1 – Legal Proceedings.

 

The Company has accrued the full amount of the mediated settlement. The Company is in the process of evaluating, with new litigation counsel, avenues for recovery of the mediated settlement and recover of attorneys’ fees and cost from former litigation counsel. Any amount that might be recovered in connection with any such claims cannot be reasonably estimated at this time.

 

Excluding the accrual for the litigation settlement expense discussed above, selling, general and administrative expenses would have been relatively flat as compared to the same period last year.

 

The change in expenses by segment was as follows: Building Supply was up $117,000, or 9.8%; Disposable Protective Apparel was up $97,000, or 10.9%; Infection Control was down $1,000, or 0.5%; and corporate unallocated expenses were up $194,000, or 15.6%. The increases in the Building Supply and Disposable Protective Apparel segments were primarily as a result of our expanded sales team and enhancement of our marketing programs to support future growth.

 

In accordance with the terms of his employment agreement the Company’s President and Chief Executive Officer is entitled to a bonus equal to 5% of the pre-tax profits of the Company, excluding bonus expense. A bonus of $32,000 was accrued for the three months ended March 31, 2018, as compared to $41,000 for the same period of 2017.

 

Depreciation and Amortization. Depreciation and amortization expense decreased by $8,000, or 5.2%, to $146,000 for the three months ended March 31, 2018, from $154,000 for the three months ended March 31, 2017.

 

Income from Operations. Income from operations decreased by $238,000, or 35.7%, to $428,000 for the three months ended March 31, 2018, compared to $666,000 for the three months ended March 31, 2017. The decreased income from operations was primarily due to an increase in selling, general and administrative expenses of $407,000, partially offset by an increase in gross profit of $161,000 and a decrease in depreciation and amortization expense of $8,000. Due to the litigation settlement discussed previously, legal expense was significantly higher during the three months ended March 31, 2018 and excluding the legal expense, income from operations would have increased significantly for the three months ended March 31, 2018 compared to the same period of 2017.

 

 

Alpha Pro Tech, Ltd.

 

 

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Other Income. Other income increased by $66,000, or 62.3%, to $172,000 for the three months ended March 31, 2018, from $106,000 for the same period of 2017. Other income consisted primarily of equity in income of unconsolidated affiliate of $139,000, unrealized gain on marketable securities of $32,000 and interest income of $1,000 for the three months ended March 31, 2018. Other income consisted primarily of equity in income of unconsolidated affiliate of $105,000 and interest income of $1,000 for the three months ended March 31, 2017.

 

Income before Provision for Income Taxes. Income before provision for income taxes for the three months ended March 31, 2018 was $600,000, compared to income before provision for income taxes of $772,000 for the three months ended March 31, 2017, representing a decrease of $172,000, or 22.3%. This decrease in income before provision for income taxes was primarily due to a decrease in income from operations of $238,000, partially offset by an increase in other income of $66,000. Due to the litigation settlement discussed above, legal expense was significantly higher during the three months ended March 31, 2018, and excluding the legal expense, income before provision for income tax would have increased significantly for the three months ended March 31, 2018 compared to the same period of 2017.

 

Provision for Income Taxes. The provision for income taxes for the three months ended March 31, 2018 was $92,000, compared to $222,000 for the same period of 2017. The effective tax rate was 15.3% for the three months ended March 31, 2018, compared to 28.8% for the same period of 2017. The lower effective rate for the three months ended March 31, 2018 compared to the same period of 2017 is due to U.S. tax reform (U.S. Tax Cuts and Jobs Act) that was enacted in December 2017.

 

The Company does not record a tax provision on equity in income of unconsolidated affiliate. For the three months ended March 31, 2018, the effective tax rate would have been 20.0% if the equity in income of unconsolidated affiliate were taxable. For the three months ended March 31, 2017, the estimated effective tax rate would have been 33.3% if the equity in income of unconsolidated affiliate were taxable.

 

Net Income. Net income for the three months ended March 31, 2018 was $508,000, compared to net income of $550,000 for the same period of 2017, representing a decrease of $42,000, or 7.6%. The net income decrease was due to a decrease in income before provision for income taxes of $172,000, partially offset by a decrease in provision for income taxes of $130,000. Net income as a percentage of net sales for the three months ended March 31, 2018 was 4.4%, and net income as a percentage of net sales for the same period of 2017 was 5.1%. Basic and diluted earnings per common share for the three months ended March 31, 2018 and 2017 were $0.04. Net income for the three months ended March 31, 2018, excluding the litigation settlement expense would have been significantly higher than the three months ended March 31, 2017.

 

 

LIQUIDITY AND CAPITAL RESOURCES

 

As of March 31, 2018, we had cash of $5,666,000 and working capital of $24,169,000, representing a decrease in working capital of $8,000, from December 31, 2017. As of March 31, 2018, our current ratio (current assets/current liabilities) was 10:1, compared to the same 10:1 current ratio as of December 31, 2017. Cash decreased by 35.3%, or $3,097,000, to $5,666,000 as of March 31, 2018, compared to $8,763,000 as of December 31, 2017. The decrease in cash was due to cash used in operating activities of $2,496,000, cash used in financing activities of $499,000 and cash used in investing activities of $102,000.

 

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 March 31, 2018, the prime interest rate was 4.75%. This credit line will expire in March 2019. 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 March 31, 2018. As of March 31, 2018, we did not have any borrowings under this credit facility and do not anticipate using it in the near future.

 

Net cash used in operating activities of $2,496,000 for the three months ended March 31, 2018 was due to net income of $508,000, impacted primarily by the following: stock-based compensation expense of $78,000, depreciation and amortization expense of $146,000, unrealized gain on marketable securities of $32,000 equity in income of unconsolidated affiliate of $139,000, an increase in accounts receivable of $1,886,000, an increase in prepaid expenses of $790,000, an increase in inventory of $386,000, and an increase in accounts payable and accrued liabilities of $5,000.

 

 

Alpha Pro Tech, Ltd.

 

 

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Net cash provided by operating activities of $162,000 for the three months ended March 31, 2017 was due to net income of $550,000, adjusted primarily by the following: stock-based compensation expense of $81,000, depreciation and amortization of $154,000, equity in income of unconsolidated affiliate of $105,000, an increase in accounts receivable of $801,000, a decrease in inventory of $315,000, a decrease in prepaid expenses of $390,000 and a decrease in accounts payable and accrued liabilities of $423,000.

 

Accounts receivable increased by $1,886,000, or 38.0%, to $6,844,000 as of March 31, 2018, from $4,958,000 as of December 31, 2017. The increase in accounts receivable was primarily related to extended payment terms that we provided on most Building Supply segment sales through the end of the first quarter of 2018 to remain competitive, as our competition also offers these extended payment terms. We started this program in late December 2017, and the majority of these receivables are due to be collected in the second quarter of this year. The number of days that sales remained outstanding as of March 31, 2018, calculated by using an average of accounts receivable outstanding and annual revenue, was 46 days, compared to 41 days as of December 31, 2017.

 

Inventory increased by $386,000, or 3.8%, to $10,635,000 as of March 31, 2018, from $10,249,000 as of December 31, 2017. The increase was primarily due to an increase in inventory for the Disposable Protective Apparel segment of $73,000, or 2.1%, to $3,537,000, an increase in inventory for the Building Supply segment of $225,000, or 4.9%, to $4,794,000, and an increase in inventory for the Infection Control segment of $88,000, or 4.0%, to $2,304,000.

 

Prepaid expenses and other current assets increased by $790,000, or 29.6%, to $3,455,000 as of March 31, 2018, from $2,655,000 as of December 31, 2017. The increase was primarily due to an increase in deposits for the purchase of inventory and prepaid insurance.

 

Accounts payable and accrued liabilities as of March 31, 2018 increased by $5,000, or 0.2%, to $2,806,000, from $2,801,000 as of December 31, 2017. The change was primarily due to an increase in accrued liabilities, partially offset by a decrease in trade payables.

 

Net cash used in investing activities was $102,000 for the three months ended March 31, 2018, compared to net cash used in investing activities of $584,000 for the same period of 2017. Investing activities for the three months ended March 31, 2018 consisted of the purchase of property and equipment of $102,000. Investing activities for the three months ended March 31, 2017 consisted of the purchase of property and equipment of $584,000.

 

Net cash used in financing activities was $499,000 for the three months ended March 31, 2018, compared to net cash used in financing activities of $1,150,000 for the same period of 2017. Net cash used in financing activities for the three months ended March 31, 2018 resulted from the payment of $576,000 for the repurchase of common stock, partially offset by proceeds of $77,000 from the exercise of stock options. Net cash used in financing activities for the three months ended March 31, 2017 resulted from the payment of $1,150,000 for the repurchase of common stock.

 

As of March 31, 2018, we had $1,703,000 available for additional stock purchases under our stock repurchase program. For the three months ended March 31, 2018, we repurchased 153,000 shares of common stock at a cost of $576,000. As of March 31, 2018, we had repurchased a total of 16,357,007 shares of common stock at a cost of $29,517,000 through our repurchase program. We retire all stock upon repurchase. Future repurchases are expected to be funded from cash on hand and cash flows from operating activities.

 

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

 

 

Alpha Pro Tech, Ltd.

 

 

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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 adopted ASU 2014-09 during the first quarter of 2018. Management evaluated the provisions of this update and has determined that its adoption did not have a significant impact on the Company’s financial position or results of operations.

 

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. As a result of adopting this guidance effective January 1, 2018, the Company recorded a cumulative-effect adjustment to reclassify the $458,000 accumulated other comprehensive loss balance to retained earnings, which balance was the result of unrealized losses on marketable securities. Effective, January 1, 2018 unrealized gains and losses on marketable securities are recorded on the statement of income.

 

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 at this time.

 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

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

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures.

 

Under the supervision and with the participation of our management, including our President and Chief Executive Officer (principal executive 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 March 31, 2018, 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.     

 

 

Alpha Pro Tech, Ltd.

 

 

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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 officer and principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

 

Changes in Internal Control Over Financial Reporting

 

During 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

 

The Company has been 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 counterclaimed asserting similar claims against the Company.  In August of 2017, the court ruled against the Company on its claims against the competitor. The competitor, as the prevailing party with respect to those claims, subsequently filed a motion seeking to recover from the Company an amount in excess of $2 million in attorneys’ fees and costs, which motion was granted by the court. In November of 2017, the Company, in consultation with new litigation counsel, filed a motion to reconsider the attorneys’ fee award. The court heard arguments on the motion to reconsider at a hearing in February of 2018. At the hearing, the court encouraged the parties to attempt to settle the matter in advance of a ruling on the motion to reconsider (which motion was ultimately denied), and the parties subsequently mediated the matter in April of 2018. As a result of the mediation and the parties’ further discussions, the parties have reached an agreement in principle for the terms of a settlement of the attorneys’ fee claim and are currently working together to document the settlement terms. The Company has accrued in its financial statements the amount agreed upon for the settlement. The Company is in the process of evaluating avenues for recovery of the settlement amount from former litigation counsel; however, there can be no assurance as to the ultimate amount of any such recovery.

 

 

Alpha Pro Tech, Ltd.

 

 

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

 

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)
January 1 - 31, 2018			52,800			$	3.90				52,800			$	2,071,000
February 1 - 28, 2018			56,600				3.74				56,600				1,857,000
March 1 - 31, 2018			43,600				3.48				43,600				1,703,000
			153,000				3.72				153,000

 

(1) On December 22, 2017, the Company announced that the Board of Directors had authorized a $2,000,000 expansion of the Company’s existing share repurchase program.

 

SECURITIES SOLD

 

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

 

 

Alpha Pro Tech, Ltd.

 

 

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ITEM 6. EXHIBITS

 

 

 

3.1.1	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).
3.1.2	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).
3.1.3	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).
3.2	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).
31.1	Certification of President and Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
31.2	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-Oxley Act of 2002 – President and 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 Financial Officer.
101	Interactive Data Files for Alpha Pro Tech, Ltd’s Form 10-Q for the period ended March 31, 2018.

 

 

Alpha Pro Tech, Ltd.

 

 

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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:	May 9, 2018		BY:	/s/ Lloyd Hoffman
				Lloyd Hoffman
				President and Chief Executive Officer
DATE:	May 9, 2018		BY:	/s/Colleen McDonald
				Colleen McDonald
				Chief Financial Officer

 

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