0001437749-22-019054.txt : 20220805 0001437749-22-019054.hdr.sgml : 20220805 20220805105303 ACCESSION NUMBER: 0001437749-22-019054 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 60 CONFORMED PERIOD OF REPORT: 20220630 FILED AS OF DATE: 20220805 DATE AS OF CHANGE: 20220805 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALPHA PRO TECH LTD CENTRAL INDEX KEY: 0000884269 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 631030494 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-15725 FILM NUMBER: 221139167 BUSINESS ADDRESS: STREET 1: 60 CENTURIAN DR STREET 2: SUITE 112 CITY: MARKHAM ONTARIO CANA STATE: A6 ZIP: L3R9R2 BUSINESS PHONE: 9054790654 MAIL ADDRESS: STREET 1: 60 CENTURION DR STREET 2: STE 112 CITY: MARKHAM ON STATE: A6 ZIP: L3R9R2 FORMER COMPANY: FORMER CONFORMED NAME: BFD INDUSTRIES INC DATE OF NAME CHANGE: 19930328 10-Q 1 apt20220630_10q.htm FORM 10-Q apt20220630_10q.htm
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 June 30, 2022
 

OR

 

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from to .


Commission File 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 or Organization)

(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

 

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 every Interactive Data File required to be submitted 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 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

 

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 ☒

 

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

 

Class   Outstanding August 1, 2022  
Common Stock, $0.01 par value   12,752,223 shares  

 

 

 

 

Alpha Pro Tech, Ltd.

 

Index

 

PART I. FINANCIAL INFORMATION  
  page
ITEM 1. Financial Statements  
     
  Condensed Consolidated Balance Sheets (Unaudited) 1
     
  Condensed Consolidated Statements of Comprehensive Income (Unaudited) 2
     
  Condensed Consolidated Statements of Shareholders’ Equity (Unaudited) 3
     
  Condensed Consolidated Statements of Cash Flows (Unaudited) 4
     
  Notes to Condensed Consolidated Financial Statements (Unaudited) 5
     
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 13
     
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk 22
     
ITEM 4. Controls and Procedures 22
     
PART II. OTHER INFORMATION  
   
ITEM I. Legal Proceedings 23
     
ITEM IA. Risk Factors 23
     
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds 24
     
ITEM 6. Exhibits 25
     
SIGNATURES 26
   
EXHIBITS  

 

 

 

Alpha Pro Tech, Ltd.

 

 

 

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets (Unaudited)


 

   

June 30,

   

December 31,

 
   

2022

      2021 (1)  
Assets                
Current assets:                

Cash and cash equivalents

  $ 15,342,000     $ 16,307,000  

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

    6,452,000       3,397,000  

Accounts receivable, related party

    1,597,000       1,383,000  

Inventories

    23,157,000       24,969,000  

Prepaid expenses

    7,118,000       6,943,000  

Total current assets

    53,666,000       52,999,000  
                 

Property and equipment, net

    5,848,000       6,064,000  

Goodwill

    55,000       55,000  

Definite-lived intangible assets, net

    2,000       3,000  

Right-of-use assets

    2,191,000       2,648,000  

Equity investment in unconsolidated affiliate

    6,219,000       6,120,000  

Total assets

  $ 67,981,000     $ 67,889,000  
                 
Liabilities and Shareholders' Equity                
Current liabilities:                

Accounts payable

  $ 914,000     $ 528,000  

Accrued liabilities

    797,000       1,250,000  

Lease liabilities

    891,000       883,000  

Total current liabilities

    2,602,000       2,661,000  
                 

Lease liabilities, net of current portion

    1,352,000       1,817,000  

Deferred income tax liabilities, net

    791,000       791,000  

Total liabilities

    4,745,000       5,269,000  
Commitments and contingincies                
Shareholders' equity:                

Common stock, $.01 par value: 50,000,000 shares authorized; 12,728,173 and 13,115,341 shares outstanding as of June 30, 2022 and December 31, 2021, respectively

    128,000       132,000  

Additional paid-in capital

    -       -  

Retained earnings

    63,108,000       62,488,000  

Total shareholders' equity

    63,236,000       62,620,000  

Total liabilities and shareholders' equity

  $ 67,981,000     $ 67,889,000  

 

(1) The condensed consolidated balance sheet as of December 31, 2021 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 Six Months Ended

 
   

June 30,

   

June 30,

 
   

2022

   

2021

   

2022

   

2021

 
                                 

Net sales

  $ 17,373,000     $ 17,806,000     $ 35,034,000     $ 40,967,000  
                                 

Cost of goods sold, excluding depreciation and amortization

    11,761,000       11,574,000       22,980,000       25,556,000  

Gross profit

    5,612,000       6,232,000       12,054,000       15,411,000  
                                 
Operating expenses:                                

Selling, general and administrative

    4,065,000       4,199,000       8,371,000       8,777,000  

Depreciation and amortization

    227,000       203,000       439,000       401,000  
                                 

Total operating expenses

    4,292,000       4,402,000       8,810,000       9,178,000  
                                 

Income from operations

    1,320,000       1,830,000       3,244,000       6,233,000  
                                 
Other income:                                

Loss on fixed assets

    (490,000 )     -       (490,000 )     -  

Equity in income of unconsolidated affiliate

    50,000       188,000       99,000       510,000  

Interest income, net

    10,000       -       11,000       1,000  
                                 

Total other income/(loss)

    (430,000 )     188,000       (380,000 )     511,000  
                                 

Income before provision for income taxes

    890,000       2,018,000       2,864,000       6,744,000  
                                 

Provision for income taxes

    197,000       347,000       649,000       1,354,000  
                                 

Net income

  $ 693,000     $ 1,671,000     $ 2,215,000     $ 5,390,000  
                                 
                                 

Basic earnings per common share

  $ 0.05     $ 0.13     $ 0.17     $ 0.41  
                                 

Diluted earnings per common share

  $ 0.05     $ 0.12     $ 0.17     $ 0.40  
                                 

Basic weighted average common shares outstanding

    12,834,332       13,246,676       12,945,981       13,294,571  
                                 

Diluted weighted average common shares outstanding

    12,908,223       13,511,497       13,032,313       13,621,101  

 

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

 

2

 

 

Alpha Pro Tech, Ltd.

 

 

Condensed Consolidated Statements of Shareholders Equity (Unaudited)


 

For the Six Months Ended June 30, 2022

                                 
                   

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  

 

For the Six Months Ended June 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  

 

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

 

3

 

 

 

Alpha Pro Tech, Ltd.

 

 

Condensed Consolidated Statements of Cash Flows (Unaudited)


 

   

For the Six Months Ended
June 30,

 
   

2022

   

2021

 
Cash Flows From Operating Activities:                

Net income

  $ 2,215,000     $ 5,390,000  
Adjustments to reconcile net income to net cash and cash equivalents provided by (used in) operating activities:                

Stock-based compensation

    87,000       169,000  

Depreciation and amortization

    439,000       401,000  

Equity in income of unconsolidated affiliate

    (99,000 )     (510,000 )

Operating lease expense, net of accretion

    457,000       441,000  
Changes in operating assets and liabilities:                

Accounts receivable, net

    (3,055,000 )     2,053,000  

Accounts receivable, related party

    (214,000 )     (92,000 )

Inventories

    1,812,000       (5,248,000 )

Prepaid expenses

    (175,000 )     (2,135,000 )

Accounts payable and accrued liabilities

    (67,000 )     (2,894,000 )

Customer advance payments of orders

    -       (106,000 )

Lease liabilities

    (457,000 )     (438,000 )
                 

Net cash provided by (used in) operating activities

    943,000       (2,969,000 )
                 
Cash Flows From Investing Activities:                

Purchases of property and equipment

    (222,000 )     (1,468,000 )
                 

Net cash used in investing activities

    (222,000 )     (1,468,000 )
                 
Cash Flows From Financing Activities:                

Proceeds from exercise of stock options

    30,000       391,000  

Repurchase of common stock

    (1,716,000 )     (3,708,000 )
                 

Net cash used in financing activities

    (1,686,000 )     (3,317,000 )
                 

Decrease in cash and cash equivalents

    (965,000 )     (7,754,000 )
                 

Cash and cash equivalents, beginning of the period

    16,307,000       23,292,000  
                 

Cash and cash equivalents, end of the period

  $ 15,342,000     $ 15,538,000  

 

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,” the “Company,” “we”, “us” or “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 and a line of disposable protective apparel for the cleanroom, industrial, pharmaceutical, 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 disposable protective garments (shoecovers, bouffant caps, coveralls, gowns, frocks and lab 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 Company’s products are sold under the "Alpha Pro Tech" brand name as 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, and the efficacy of mass vaccinations, and the resumption of widespread economic activity in certain sectors. Due to the inherent uncertainty of the 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.

 

 

2.

Basis of Presentation and Revenue Recognition Policy

 

The interim financial information included in 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 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 U.S. generally accepted accounting principles (“U.S. GAAP”). The interim condensed consolidated financial statements should be read in conjunction with the Company’s current year SEC filings, as well as the Company’s consolidated financial statements for the year ended December 31, 2021, which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “2021 Form 10-K”), filed with the SEC on March 11, 2022. The results of operations for the three and six months ended June 30, 2022 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, 2021 was prepared using information from the audited consolidated balance sheet contained in the 2021 Form 10-K; however, it does not include all disclosures required by U.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 labelling. The Company has determined as of June 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-Based Compensation

 

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

 

For the six months ended June 30, 2022 and 2021, no stock options were granted under the 2004 Option Plan or the 2020 Incentive Plan. The Company recognized $87,000 and $169,000 in stock-based compensation expense for the six months ended June 30, 2022 and 2021, respectively, related to outstanding options previously granted under the 2004 Option Plan. For the six months ended June 30, 2022 and 2021, no restricted stock awards were granted under the 2020 Incentive Plan. The Company recognized $54,000 in compensation expense associated with outstanding restricted stock awards for both six-month periods ended June 30, 2022 and 2021. As of June 30, 2022, $25,000 of total unrecognized compensation cost related to outstanding restricted stock awards was expected to be recognized over a weighted-average remainder period of 0.24 years.

 

6

 

Alpha Pro Tech, Ltd.

 

Notes to Condensed Consolidated Financial Statements (Unaudited)


 

The Company uses 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 an 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 six months ended June 30, 2022:

 

           

Weighted Average

 
           

Exercise Price

 
   

Options

   

Per Option

 
                 

Options outstanding, December 31, 2021

    427,580     $ 3.50  

Granted to employees and non-employee directors

    -       -  

Exercised

    8,332       3.62  

Canceled/expired/forfeited

    -       -  

Options outstanding, June 30, 2022

    419,248       3.50  

Options exercisable, June 30, 2022

    404,248       3.50  

 

As of June 30, 2022, $4,000 of total unrecognized compensation cost related to stock options was expected to be recognized over a weighted average period of 0.22 years.

 

 

4.

Recent Accounting Pronouncements

 

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

 

 

5.

Inventories

 

As of June 30, 2022 and December 31, 2021, inventories net of reserves consisted of the following:

 

   

June 30,

   

December 31,

 
   

2022

   

2021

 
                 

Raw materials

  $ 12,227,000     $ 13,545,000  

Work in process

    3,698,000       3,890,000  

Finished goods

    7,232,000       7,534,000  
    $ 23,157,000     $ 24,969,000  

 

 

6.

Equity Investment 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.

 

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.

 

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 associates and collateralized by the assets of Harmony, were utilized to purchase the original manufacturing facility in India. Harmony currently has four facilities in India (three owned and one rented), consisting of: (1) a 113,000 square foot building for manufacturing building products; (2) a 73,000 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; and (4) a 93,000 square foot facility (rented) for manufacturing Building Supply segment products. All additions have been financed by Harmony with no guarantees from the Company.

 

In accordance with 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.

 

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 June 30, 2022 or December 31, 2021.

 

For the three months ended June 30, 2022 and 2021, the Company purchased $5,676,000 and $7,435,000 of inventories, respectively, from Harmony. For the six months ended June 30, 2022 and 2021, the Company purchased $11,859,000 and $13,789,000 of inventories, respectively, from Harmony. For the three months ended June 30, 2022 and 2021, the Company sold $0 and $451,000 of inventories, respectively, to Harmony. For the six months ended June 30, 2022 and 2021, the Company sold $258,000 and $821,000 of inventories, respectively, to Harmony.

 

For the three months ended June 30, 2022 and 2021, the Company recorded equity in income of unconsolidated affiliate of $50,000 and $188,000, respectively, related to Harmony. For the six months ended June 30, 2022 and 2021, the Company recorded equity in income of unconsolidated affiliate of $99,000 and $510,000, respectively, related to Harmony.

 

As of June 30, 2022, the Company’s investment in Harmony was $6,219,000, which consisted of its original $1,450,000 investment and cumulative equity in income of unconsolidated affiliate of $5,788,000, less $942,000 in repayments of the advance and $77,000 in dividends.

 

 

7.

Accrued Liabilities

 

As of June 30, 2022 and December 31, 2021, accrued liabilities consisted of the following:

 

   

June 30,

   

December 31,

 
   

2022

   

2021

 
                 

Payroll expenses and taxes payable

  $ 375,000     $ 187,000  

Commissions and bonuses payable and general accrued liabilities

    422,000       1,063,000  

Total accrued liabilities

  $ 797,000     $ 1,250,000  

 

8

 

Alpha Pro Tech, Ltd.

 

Notes to Condensed Consolidated Financial Statements (Unaudited)


 

 

8.

Basic and Diluted Earnings Per Common 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 six months ended June 30, 2022 and 2021:

 

   

For the Three Months Ended

   

For the Six Months Ended

 
   

June 30,

   

June 30,

 
   

2022

   

2021

   

2022

   

2021

 

Net income (numerator)

  $ 693,000     $ 1,671,000     $ 2,215,000     $ 5,390,000  
                                 
Shares (denominator):                                

Basic weighted average common shares outstanding

    12,834,332       13,246,676       12,945,981       13,294,571  

Add: dilutive effect of common stock options

    73,891       264,821       86,332       326,530  
                                 

Diluted weighted average common shares outstanding

    12,908,223       13,511,497       13,032,313       13,621,101  
                                 
Earnings per common share:                                

Basic

  $ 0.05     $ 0.13     $ 0.17     $ 0.41  

Diluted

  $ 0.05     $ 0.12     $ 0.17     $ 0.40  

 

 

9.

Activity of Business Segments

 

The Company operates through two business segments:

 

(1) Building 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: consisting of a complete line of disposable protective garments, 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 dental 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.

 

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 six months ended June 30, 2022 and 2021:

 

   

For the Three Months Ended

   

For the Six Months Ended

 
   

June 30,

   

June 30,

 
   

2022

   

2021

   

2022

   

2021

 

Building Supply

  $ 10,817,000     $ 9,798,000     $ 21,054,000     $ 18,138,000  

Disposable Protective Apparel

    6,556,000       8,008,000       13,980,000       22,829,000  

Consolidated net sales

  $ 17,373,000     $ 17,806,000     $ 35,034,000     $ 40,967,000  

 

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 six months ended June 30, 2022 and 2021:

 

   

For the Three Months Ended

   

For the Six Months Ended

 
   

June 30,

   

June 30,

 
   

2022

   

2021

   

2022

   

2021

 

Building Supply

  $ 1,915,000     $ 2,177,000     $ 3,582,000     $ 3,729,000  

Disposable Protective Apparel

    223,000       1,367,000       1,923,000       6,116,000  

Total segment income

    2,138,000       3,544,000       5,505,000       9,845,000  
                                 

Unallocated corporate overhead expenses

    1,248,000       1,526,000       2,641,000       3,101,000  

Provision for income taxes

    197,000       347,000       649,000       1,354,000  

Consolidated net income

  $ 693,000     $ 1,671,000     $ 2,215,000     $ 5,390,000  

 

 

The following table presents the consolidated net property and equipment, goodwill and definite-lived intangible assets (“consolidated assets”) by segment as of June 30, 2022 and December 31, 2021:

 

   

June 30,

   

December 31,

 
   

2022

   

2021

 
                 

Building Supply

  $ 3,458,000     $ 3,600,000  

Disposable Protective Apparel

    1,378,000       1,419,000  

Total segment assets

    4,836,000       5,019,000  
                 

Unallocated corporate assets

    1,069,000       1,103,000  

Total consolidated assets

  $ 5,905,000     $ 6,122,000  

 

 

 

10.

Financial Information about Geographic Areas

 

The following table summarizes the Company’s net sales by geographic region for the three and six months ended June 30, 2022 and 2021:

 

 

   

For the Three Months Ended

   

For the Six Months Ended

 
   

June 30,

   

June 30,

 
   

2022

   

2021

   

2022

   

2021

 
Net sales by geographic region                                

United States

  $ 16,740,000     $ 17,694,000     $ 33,815,000     $ 38,592,000  

International

    633,000       112,000       1,219,000       2,375,000  
                                 

Consolidated net sales

  $ 17,373,000     $ 17,806,000     $ 35,034,000     $ 40,967,000  

 

Net sales by geographic region are based on the countries in which our customers are located. For the three months ended June 30, 2022 and 2021, the Company generated approximately $542,000 and $103,000, respectively, in sales from Canada. For the six months ended June 30, 2022 and 2021, the Company generated approximately $1,016,000 and $2,258,000, respectively, in sales from Canada. No country other than the United States was significant to the Company’s 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 June 30, 2022 and December 31, 2021:

 

 

   

June 30,

   

December 31,

 
   

2022

   

2021

 

Long-lived assets by geographic region

               

United States

  $ 4,466,000     $ 4,623,000  

International

    1,382,000       1,441,000  
                 

Consolidated total long-lived assets

  $ 5,848,000     $ 6,064,000  

 

 

11.

Related Party Transactions

 

As of June 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 June 30, 2022 related to the Company’s manufacturing facilities in Valdosta, Georgia; Nogales, Arizona; and Salt Lake City, Utah, as well as the Company’s corporate headquarters in Markham, Ontario, Canada.

 

As of June 30, 2022, the Company had operating lease right-of-use assets of $2,191,000 and operating lease liabilities of $2,243,000. As of June 30, 2022, we did not have any finance leases recorded on the Company’s condensed consolidated balance sheet. Operating lease expense was approximately $308,000 and $626,000, respectively, during the three and six months ended June 30, 2022.

 

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

 

   

June 30,

 
   

2022

 

Remaining six months of 2022

  $ 491,000  

2023

    1,017,000  

2024

    484,000  

2025

    365,000  

Total future minimum lease payments

    2,357,000  

Less imputed interest

    (114,000 )

Total Lease liabilities

  $ 2,243,000  

 

 

As of June 30, 2022, the weighted average remaining lease term of the Company’s operating leases was 2.89 years. During the three months ended June 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 June 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 June 30, 2022. Any recovery will be recorded when received.

 

The Company is subject to certain claims and legal actions arising in the ordinary course of business. The 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 both probable that a liability has been incurred at the date of the financial statements and the amount of loss can be reasonably estimated.

 

 

15.

Subsequent Events

 

The Company has reviewed and evaluated whether subsequent events have occurred from the condensed consolidated balance sheet date of June 30, 2022 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 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, 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, including, 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.

 

The 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:

 

 

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 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’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 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 SEC. In addition, in accordance with SEC rules, we provide paper copies of our filings free of charge upon request.

 

Critical Accounting Policies and Estimates

 

The preparation of our financial statements in conformity with U.S. generally accepted accounting principles (“U.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 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 and estimates as described in the 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 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 two 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 garments (including shoecovers, bouffant caps, coveralls, gowns, frocks and lab coats), face masks and face shields.

 

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.

 

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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. However, 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.

 

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 has 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 increased uncertainty in the housing market and the economy in general, although to date we have not experienced any material negative impact in our Building Supply segment.

 

The impact of the COVID-19 pandemic continues to unfold. 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.

 

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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 Ended

   

For the Six Months Ended

 
   

June 30,

   

June 30,

 
   

2022

   

2021

   

2022

   

2021

 

Net sales

    100.0 %     100.0 %     100.0 %     100.0 %

Gross profit

    32.3 %     35.0 %     34.4 %     37.6 %

Selling, general and administrative expenses

    23.4 %     23.6 %     23.9 %     21.4 %

Income from operations

    7.6 %     10.3 %     9.3 %     15.2 %

Income before provision for income taxes

    5.1 %     11.3 %     8.2 %     16.5 %

Net income

    4.0 %     9.4 %     6.3 %     13.2 %

 

 

Three months ended June 30, 2022 compared to three months ended June 30, 2021

 

Sales. Consolidated sales for the three months ended June 30, 2022 decreased to $17,373,000, from $17,806,000 for the three months ended June 30, 2021, representing a decrease of $433,000, or 2.4%. This decrease consisted of decreased sales in the Disposable Protective Apparel segment of $1,452,000, partially offset by increased sales in the Building Supply segment of $1,019,000.

 

Building Supply Segment

 

Building Supply segment sales for the three months ended June 30, 2022 increased by $1,019,000, or 10.4%, to the highest quarter on record of $10,817,000, compared to $9,798,000 for the three months ended June 30, 2021. The Building Supply segment increase during the three months ended June 30, 2022 was primarily due to a 7.7% increase in sales of housewrap and a 116.4% increase in sales of other woven material, partially offset by a decrease in sales of synthetic roof underlayment of 7.7% compared to the same period of 2021.

 

The sales mix of the Building Supply segment for the three months ended June 30, 2022 was approximately 40% for synthetic roof underlayment, 42% for housewrap and 18% for other woven material. This compared to approximately 48% for synthetic roof underlayment, 43% for housewrap and 9% for other woven material for the three months ended June 30, 2021. 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®.

 

Building Supply segment sales for the second quarter of 2022 resulted in the all-time highest quarter on record. In addition, we have experienced record quarters in each of the past seven quarters, as compared to each respective prior year comparative quarter. Also, we have experienced the four highest quarters on record over the past five quarters: the second and third quarters of 2021 and the first and second quarters of 2022.

 

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In the second quarter of 2022, the Building Supply segment experienced growth over the same period last year, which was led by a quarterly record in sales of housewrap. Premium housewrap was up, as we enjoyed entry into more multi-family and light commercial markets. We also experienced additional growth with our entry level line of housewrap with additional market penetration on the retail side, as well as increased sales of our accessory items, which includes window and door flashing and seam tapes. One of our growth strategies is to pursue additional market share of the multi-family building market, through the education of architects and introducing new products, which are currently in development, to meet the needs of ever changing building code requirements and customers’ needs.

 

Our synthetic roof underlayment sales in the second quarter of 2022 were negatively affected due a decline of sales in our premium REX SynFelt® brand, which reflects an industry trend, and flat sales of our economy TECHNO SB® brand as there has been an overall increase in inventory levels at the retail level on economy underlayment products. The higher inventories as well as a general retraction in the building market are expected to continue into the third quarter but we do expect growth in the near future.

 

Other woven material sales increased in the second quarter of 2022 compared to the same period of 2021 by a significant 116.4% due to increased sales to our major customer and sales to a new other woven material customer. We expect continued substantial growth in the remainder of 2022 with this product line.

 

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 third quarter of 2022 and is expected to be operational in the following quarter.

 

Management is encouraged by the current demand for the Company’s Building Supply segment products and anticipates continued growth in the remainder of 2022. The Company has continued to enjoy increased sales, and being vertically integrated and having control of our manufacturing, unlike most of our competitors, aides in minimizing the effects of worldwide supply chain issues. The synthetic roofing market was strong in 2021 and into early 2022, although the Company has recently seen some retraction in new home starts and re-roofing expenditures, as well as excess inventory in the market. By adding dealers, distribution channels and products in the roofing sector, we remain optimistic with respect to achieving sales growth in the future. Assuming new home construction remains high, we expect our housewrap sales will continue to grow despite the aforementioned retraction, as our distribution channels continue to expand and we introduce new products for this market. However, there is uncertainty in the economy in relation to interest rates and a possible recession that could impact the Building Supply segment.

 

Disposable Protective Apparel Segment

 

Sales for the Disposable Protective Apparel segment for the three months ended June 30, 2022 decreased by $1,452,000, or 18.1%, to $6,556,000, compared to $8,008,000 for the same period of 2021. This segment decrease was due to a 28.9% decrease in sales of disposable protective garments, and a 0.7% decrease in sales of face masks, partially offset by a 172.1% increase in face shields. Sales of disposable garments and face masks were affected due to reduced customer demand in the second quarter of 2022 compared to demand in the second quarter of 2021 associated with the COVID-19 pandemic. Face shield demand was positively affected primarily by sales to one distributor.

 

The sales mix of the Disposable Protective Apparel segment for the three months ended June 30, 2022 was approximately 74% for disposable protective garments, 14% for face masks and 12% for face shields. This sales mix is compared to approximately 85% for disposable protective garments, 11% for face masks and 4% for face shields for the three months ended June 30, 2021.

 

Sales for the disposable protective garments decreased in the second quarter of 2022, primarily due to record sales in the second quarter of 2021, resulting from strong orders received from our major international channel partner in 2020 in response to COVID-19. Although our sales were down during the second quarter of 2022, our disposable protective garment sales were significantly higher than pre-pandemic levels. We are continuing to work closely with our channel partners to uncover new end-customer sales opportunities.

 

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Sales of face mask sales in the second quarter of 2022 were basically flat compared to the same quarter of 2021. Sales of face masks continue to be somewhat aided by the Omicron variants of COVID-19 and are still higher than pre-pandemic levels but, are expected to be low in the coming months as the market is saturated with face masks.

 

The increase in face shield sales in the second quarter of 2022 was also due to demand associated with the COVID-19 pandemic, primarily from one distributor. Face shield sales in the second quarter of 2022 were significantly higher than pre-pandemic levels but are expected to be lower in the near term.

 

Due to COVID-19 variants and other challenges related to efforts to reduce the duration, scope and severity of the pandemic, sales of face masks and face shields are now expected to be at pre-pandemic levels or lower.  In particular, face mask sales are expected to continue to decrease due to the saturated market. 

 

Six months ended June 30, 2022 compared to six months ended June 30, 2021

 

Consolidated sales for the six months ended June 30, 2022 decreased to $35,034,000 from $40,967,000 for the six months ended June 30, 2021, representing a decrease of $5,933,000, or 14.5%. This decrease consisted of decreased sales in the Disposable Protective Apparel Segment of $8,849,000, partially offset by increased sales in the Building Supply segment of $2,916,000.

 

Building Supply Segment

 

Building Supply segment sales for the six months ended June 30, 2022 increased by $2,916,000, or 16.1%, to $21,054,000, compared to $18,138,000 for the same period of 2021. The Building Supply segment increase was primarily due to an increase in sales of housewrap of 12.5%, an increase in sales of synthetic roof underlayment of 2.8%, and an increase in sales of other woven material of 116.4% compared to the same period of 2021.

 

Building Supply segment sales during the first six months of 2022 experienced continued significant growth due to strong demand for both 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 12.5% 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. Other woven material sales increased year to date by a significant 116.4% due to increased sales to our major customer, as well as a new customer. Synthetic roof underlayment sales increased by 2.8% compared to the first six months of 2021, which was primarily due to robust sales of our economy TECHNO family of products that have increased 11.6% 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 six months ended June 30, 2022 was 44% for synthetic roof underlayment, 41% for housewrap and 15% for other woven material. This compared to 50% for synthetic roof underlayment, 42% for housewrap and 8% for other woven material for the six months ended June 30, 2021.

 

Disposable Protective Apparel Segment

 

Sales for the Disposable Protective Apparel segment for the six months ended June 30, 2022 decreased by $8,849,000, or 38.8%, to $13,980,000, compared to $22,829,000 for the same period of 2021. This segment decrease was due to a 35.0% decrease in sales of disposable protective garments, a 51.2% decrease in sales of face masks, and a 27.7% 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, they are above pre-pandemic levels.

 

The sales mix of the Disposable Protective Apparel segment for the six months ended June 30, 2022 was 63% for disposable protective garments, 23% for masks and 14% for shields. This sales mix is compared to 59% for disposable protective garments, 29% for masks and 12% for shields for the six months ended June 30, 2021.

 

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Gross Profit. Gross profit decreased by $620,000, or 9.9%, to $5,612,000 for the three months ended June 30, 2022, from $6,232,000 for the three months ended June 30, 2021. The gross profit margin was 32.3% for the three months ended June 30, 2022, compared to 35.0% for the three months ended June 30, 2021.

 

Gross profit decreased by $3,357,000, or 21.8%, to $12,054,000 for the six months ended June 30, 2022, from $15,411,000 for the same period of 2021. The gross profit margin was 34.4% for the six months ended June 30, 2022, compared to 37.6% for the same period of 2021.

 

Management believes that gross profit margin likely will continue to be negatively affected by significant increases in ocean freight and other transportation costs. 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 could continue to decrease gross profit. In order to mitigate cost increases the Company will likely be increasing prices during the latter part of the third quarter of 2022.

 

Selling, General and Administrative Expenses. Selling, general and administrative expenses decreased by $134,000, or 3.2%, to $4,065,000 for the three months ended June 30, 2022, from $4,199,000 for the three months ended June 30, 2021. As a percentage of net sales, selling, general and administrative expenses decreased to 23.4% for the three months ended June 30, 2022, down from 23.6% for the same period of 2021, primarily as a result of lower expenses.

 

The change in expenses by segment for the three months ended June 30, 2022 was as follows: Disposable Protective Apparel was down $92,000, or 6.8%; Building Supply was up $224,000, or 16.7%; and corporate unallocated expenses were down $266,000, or 17.8%. The decrease in the Disposable Protective Apparel segment expenses was primarily related to decreased employee compensation, partially offset by an increase in marketing and commission expenses. The increase in the Building Supply segment expenses was primarily 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 lower employee compensation, accrued bonuses and lower stock option expenses.

 

Selling, general and administrative expenses decreased by $406,000, or 4.6%, to $8,371,000 for the six months ended June 30, 2022, from $8,777,000 for the six months ended June 30, 2021. As a percentage of net sales, selling, general and administrative expenses increased to 23.9% for the six months ended June 30, 2022, up from 21.4% for the same period of 2021, primarily as a result of lower net sales.

 

The change in expenses by segment for the six months ended June 30, 2022 was as follows: Disposable Protective Apparel was down $545,000, or 17.9%; Building Supply was up $587,000, or 21.8%; and corporate unallocated expenses were down $448,000, or 14.7%. The decrease in the Disposable Protective Apparel segment expenses was primarily related to decreased employee compensation, commission 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 employee compensation, accrued bonuses, stock option expenses, and public company and general office expenses, partially offset by increased insurance expenses.

 

In accordance with the terms of his employment agreement, the Company’s current President and Chief Executive Officer is entitled to an annual bonus equal to 5% of the pre-tax profits of the Company, excluding bonus expense, up to a maximum of $1.0 million. A bonus amount of $46,000 was accrued for the three months ended June 30, 2022, compared to $106,000 for the three months ended June 30, 2021. A bonus amount of $150,000 was accrued for the six months ended June 30, 2022, as compared to $355,000 for the same period of 2021.

 

Depreciation and Amortization. Depreciation and amortization expense increased by $24,000, or 11.8%, to $227,000 for the three months ended June 30, 2022, from $203,000 for the three months ended June 30, 2021. Depreciation and amortization expense increased by $38,000, or 9.5%, to $439,000 for the six months ended June 30, 2022, from $401,000 for the same period of 2021. The increase was primarily attributable to increased depreciation for machinery and equipment in the Building Supply segment.

 

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Income from Operations. Income from operations decreased by $510,000, or 27.9%, to $1,320,000 for the three months ended June 30, 2022, compared to $1,830,000 for the three months ended June 30, 2021. The decreased income from operations was primarily due to a decrease in gross profit of $620,000 and an increase in depreciation and amortization expense of $24,000, partially offset by a decrease in selling, general and administrative expenses of $134,000. Income from operations as a percentage of net sales for the three months ended June 30, 2022 was 7.6%, compared to 10.3% for the same period of 2021.

 

Income from operations decreased by $2,989,000, or 48.0%, to $3,244,000 for the six months ended June 30, 2022, compared to $6,233,000 for the six months ended June 30, 2021. The decreased income from operations was primarily due to a decrease in gross profit of $3,357,000, and an increase in depreciation and amortization expense of $38,000, partially offset by a decrease in selling, general and administrative expenses of $406,000. Income from operations as a percentage of net sales for the six months ended June 30, 2022 was 9.3%, compared to 15.2% for the same period of 2021.

 

Other Income. Other income decreased by $618,000, or 328.7%, to a loss of $430,000 for the three months ended June 30, 2022, from other income of $188,000 for the three months ended June 30, 2021. The decrease was due to a loss on fixed assets of $490,000 and decrease in equity in income of unconsolidated affiliate of $138,000, partially offset by an increase in interest income of $10,000. The loss on fixed assets was due to equipment for the Disposable Protective Apparel segment that was not delivered and the Company has recently filed a lawsuit in this matter. See Part II, Item 1, “Legal Proceedings,” for more information on the lawsuit.

 

Other income decreased by $891,000 to a loss of $380,000 for the six months ended June 30, 2022, from other income of $511,000 for the same period of 2021. The decrease was primarily due a loss on fixed assets of $490,000 as discussed above, and a decrease in equity in income of unconsolidated affiliate of $411,000, partially offset by an increase in interest income of $10,000.

 

Income before Provision for Income Taxes. Income before provision for income taxes for the three months ended June 30, 2022 was $890,000, compared to income before provision for income taxes of $2,081,000 for the same period of 2021, representing a decrease of $1,128,000, or 55.9%. This decrease in income before provision for income taxes was due to a decrease in income from operations of $510,000 and a decrease in other income of $618,000.

 

Income before provision for income taxes for the six months ended June 30, 2022 was $2,864,000, compared to income before provision for income taxes of $6,744,000 for the six months ended June 30, 2021, representing a decrease of $3,880,000, or 57.5%. This decrease in income before provision for income taxes was due to a decrease in income from operations of $2,989,000 and a decrease in other income of $891,000.

 

Provision for Income Taxes. The provision for income taxes for the three months ended June 30, 2022 was $197,000, compared to $347,000 for the same period of 2021. The estimated effective tax rate was 22.1% for the three months ended June 30, 2022, compared to 17.3% for the three months ended June 30, 2021. The Company does not record a tax provision on equity in income of unconsolidated affiliate, which reduces the effective tax rate.

 

The provision for income taxes for the six months ended June 30, 2022 was $649,000, compared to $1,354,000 for the same period of 2021. The estimated effective tax rate was 22.7% for the six months ended June 30, 2022, compared to 20.1% for the six months ended June 30, 2021. The Company does not record a tax provision on equity in income of unconsolidated affiliate, which reduces the effective tax rate.

 

Net Income. Net income for the three months ended June 30, 2022 was $693,000, compared to net income of $1,671,000 for the three months ended June 30, 2021, representing a decrease of $978,000, or 58.5%. The decrease in net income was largely associated with the surge in product demand due to the COVID-19 pandemic. The net income decrease for the three months ended June 30, 2022 compared to the same period of 2021 was due to a decrease in income from operations of $510,000 and a decrease in other income of $618,000, for a decrease in income before provision for income taxes of $1,128,000, partially offset by a decrease in provision for income taxes of $150,000. The loss on assets of $490,000, mentioned above, significantly decreased our net income for the three months ended June 30, 2022. Net income as a percentage of net sales for the three months ended June 30, 2022 was 4.0%, and net income as a percentage of net sales for the same period of 2021 was 9.4%. Basic earnings per common share for the three months ended June 30, 2022, and 2021 were $0.05 and $0.13, respectively. Diluted earnings per common share for the three months ended June 30, 2022 and 2021 were $0.05 and $0.12, respectively.

 

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Net income for the six months ended June 30, 2022 was $2,215,000, compared to net income of $5,390,000 for the same period of 2021, representing a decrease of $3,175,000, or 58.9%. The net income decrease comparing the 2022 and 2021 periods was due to a decrease in income from operations of $2,989,000 and a decrease in other income of $891,000, for a decrease in income before provision for income taxes of $3,880,000, partially offset by a decrease in provision for income taxes of $705,000. As mentioned above, the loss on assets has negatively impacted the net income for the first half of 2022. Net income as a percentage of net sales for the six months ended June 30, 2022 was 6.3%, and net income as a percentage of net sales for the same period of 2021 was 13.2%. Basic earnings per common share for the six months ended June 30, 2022 and 2021 were $0.17 and $0.41, respectively. Diluted earnings per common share for the six months ended June 30, 2022 and 2021 were $0.17 and $0.40, respectively.

 

LIQUIDITY AND CAPITAL RESOURCES

 

As of June 30, 2022, the Company had cash and cash equivalents (“cash”) of $15,342,000 and working capital of $51,064,000. As of June 30, 2022, the Company’s current ratio (current assets/current liabilities) was 21:1, compared to a current ratio of 20:1 as of December 31, 2021. Cash decreased by 5.9%, or $965,000, to $15,342,000 as of June 30, 2022, compared to $16,307,000 as of December 31, 2021, and working capital increased by $733,000 from $50,331,000 as of December 31, 2021. The decrease in cash from December 31, 2021 was due to cash used in investing activities of $222,000 and cash used in financing activities of $1,686,000, partially offset by cash provided by operating activities of $ 943,000.

 

Net cash provided by operating activities of $943,000 for the six months ended June 30, 2022  was due to net income of $2,215,000, impacted primarily by the following: stock-based compensation expense of $87,000, depreciation and amortization expense of $439,000, equity in income of unconsolidated affiliate of $99,000, operating lease expense net of accretion of $457,000, an increase in accounts receivable of $3,269,000, an increase in prepaid expenses of $175,000, a decrease in inventory of $1,812,000, a decrease in accounts payable and accrued liabilities of $67,000, and a decrease in lease liabilities of $457,000, all compared to December 31, 2021.

 

Accounts receivable increased by $3,269,000, or 68.3%, to $8,049,000 as of June 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. The number of days that sales remained outstanding as of June 30, 2022, calculated by using an average of accounts receivable outstanding and annual revenue, was 44 days, compared to 24 days as of December 31, 2021.

 

Inventory decreased by $1,812,000, or 7.3%, to $23,157,000 as of June 30, 2022, from $24,969,000 as of December 31, 2021. The decrease was due to a decrease in inventory for the Disposable Protective Apparel segment of $1,651,000, or 10.2%, to $14,584,000 and a decrease in inventory for the Building Supply segment of $161,000, or 1.8%, to $8,573,000.

 

Prepaid expenses increased by $175,000, or 2.5%, to $7,118,000 as of June 30, 2022, from $6,943,000 as of December 31, 2021. The increase was primarily due to increased prepayments for insurance and prepaid inventory.

 

Right-of-use assets as of June 30, 2022 decreased by $457,000 to $2,191,000 from $2,648,000 as of December 31, 2021 as a result of amortization of the balance.

 

Lease liabilities as of June 30, 2022 decreased by $457,000 to $2,243,000 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.

 

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Alpha Pro Tech, Ltd.

 

 


 

Accounts payable and accrued liabilities as of June 30, 2022 decreased by $67,000, or 3.8%, to $1,720,000, from $1,778,000 as of December 31, 2021. The decrease was primarily due to a decrease in accrued bonuses, partially offset by an increase in trade accounts payable.

 

Net cash used in investing activities was $222,000 for the six months ended June 30, 2022, compared to net cash used in investing activities of $1,468,000 for the same period of 2021. Investing activities for the six months ended June 30, 2022 consisted of the purchase of property and equipment of $222,000. Investing activities for the six months ended June 30, 2021 consisted of the purchase of property and equipment of $1,468,000.

 

Net cash used in financing activities was $1,686,000 for the six months ended June 30, 2022, compared to net cash used in financing activities of $3,317,000 for the same period of 2021. Net cash used in financing activities for the six months ended June 30, 2022 resulted from the payment of $1,716,000 for the repurchase of common stock, partially offset by the proceeds of $30,000 from the exercise of stock options. Net cash used in financing activities for the six months ended June 30, 2021 resulted from the payment of $3,708,000 for the repurchase of common stock partially offset by the proceeds of $391,000 from the exercise of stock options.

 

As of June 30, 2022, we had $2,362,000 available for additional stock purchases under our stock repurchase program. During the three months ended June 30, 2022, we repurchased 225,500 shares of common stock at a cost of $960,000. As of June 30, 2022, we had repurchased a total of 18,945,417 shares of common stock at a cost of approximately $44,158,000 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 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 $1,000,000 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 then in the second quarter of 2022, and is now expected in the latter part of the third quarter of 2022 and is expected to be operational in 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 expected cash flow from operations will be sufficient to satisfy our projected working capital and planned capital expenditures for the foreseeable future. 

 

Recent Accounting Pronouncements

 

Management periodically reviews new accounting standards that are issued. Management has not identified any 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 June 30, 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, 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.

 

22

 

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 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.

 

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

 

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 June 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.

 

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 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 2021 Form 10-K.

 

23

 

Alpha Pro Tech, Ltd.

 

 


 

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

   

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)

 

April 1 - 30, 2022

    80,600     $ 4.19       80,600     $ 981,000  

May 1 - 31, 2022

    56,400       4.07       56,400       750,000  

June 1 - 30, 2022

    88,500       4.35       88,500       2,362,000  
      225,500     $ 4.22       225,500          

 

(1) Pursuant to the Company’s share repurchase program, on June 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.

 

24

 

 

Alpha Pro Tech, Ltd.

 

 


ITEM 6. EXHIBITS
 

3.1.1(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).

   

3.1.2(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).

   

3.1.3(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).

   

3.2(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).

   

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 June 30, 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.

 

25

 

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: August 5, 2022    BY: /s/Lloyd Hoffman  
      Lloyd Hoffman  
      President and Chief Executive Officer  

 

DATE: August 5, 2022   BY: /s/Colleen McDonald  
      Colleen McDonald  
      Chief Financial Officer  

 

26
EX-31.1 2 ex_404189.htm EXHIBIT 31.1 ex_404189.htm

 

Alpha Pro Tech, Ltd.

 

 

Certification Under Exchange Act Rules 13a 14(a) and 15d 14(a) EXHIBIT 31.1

 

I, Lloyd Hoffman, certify that:

 

1.

I have reviewed this Quarterly Report on Form 10-Q of Alpha Pro Tech, Ltd.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

 

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

DATE: August 5, 2022   BY:    /s/Lloyd Hoffman  
         
      Lloyd Hoffman  
      President and Chief Executive Officer  
      (Principal Executive Officer)  

 

 
EX-31.2 3 ex_404190.htm EXHIBIT 31.2 ex_404190.htm

 

Alpha Pro Tech, Ltd.

 

 

Certification Under Exchange Act Rules 13a 14(a) and 15d 14(a) EXHIBIT 31.2

 

I, Colleen McDonald, certify that:

 

1.

I have reviewed this Quarterly Report on Form 10-Q of Alpha Pro Tech, Ltd.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

 

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

DATE: August 5, 2022   BY:    /s/Colleen McDonald  
         
      Colleen McDonald  
      Chief Financial Officer  
      (Principal Financial and Accounting Officer)  

 

 
EX-32.1 4 ex_404191.htm EXHIBIT 32.1 ex_404191.htm

 

Alpha Pro Tech, Ltd.

 

 

EXHIBIT 32.1

 

 

Alpha Pro Tech, Ltd.

 

CERTIFICATION PURSUANT TO

 

18 U.S.C. SECTION 1350,

 

AS ADOPTED PURSUANT TO

 

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

 

In connection with the Quarterly Report of Alpha Pro Tech, Ltd. (the “Company”) on Form 10-Q for the quarter ended June 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Lloyd Hoffman, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

 

 

DATE: August 5, 2022   BY:    /s/Lloyd Hoffman  
         
         
      Lloyd Hoffman  
      President and Chief Executive Officer  
 
EX-32.2 5 ex_404192.htm EXHIBIT 32.2 ex_404192.htm

 

Alpha Pro Tech, Ltd.

 

 

EXHIBIT 32.2

 

 

Alpha Pro Tech, Ltd.

 

CERTIFICATION PURSUANT TO

 

18 U.S.C. SECTION 1350,

 

AS ADOPTED PURSUANT TO

 

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

 

In connection with the Quarterly Report of Alpha Pro Tech, Ltd. (the “Company”) on Form 10-Q for the quarter ended June 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Colleen McDonald, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

 

 

DATE: August 5, 2022   BY:         /s/Colleen McDonald  
         
         
      Colleen McDonald  
      Chief Financial Officer  

 

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