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These terms and conditions govern your use of the website alphaminr.com and its related services.
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Delaware, U.S.A.
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63-1009183
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(State or other jurisdiction of incorporation)
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(I.R.S. Employer Identification No.)
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Suite 112, 60 Centurian Drive
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| Markham, Ontario, Canada | L3R 9R2 |
| (Address of principal executive offices) | (Zip Code) |
| Class | Outstanding May 1, 2013 | ||
| Common Stock, $0.01 par value | 19,537,523 shares |
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PART I.
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FINANCIAL INFORMATION
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1 |
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ITEM 1.
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Financial Statements
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1 |
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Condensed Consolidated Balance Sheets (Unaudited)
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1 | |
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Condensed Consolidated Statements of Income (Unaudited)
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2 | |
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Condensed Consolidated Statements of Comprehensive Income (Unaudited)
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3 | |
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Condensed Consolidated Statement of Shareholders’ Equity (Unaudited)
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4 | |
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Condensed Consolidated Statements of Cash Flows (Unaudited)
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5 | |
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Notes to Condensed Consolidated Financial Statements (Unaudited)
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6 | |
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ITEM 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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12 |
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ITEM 3.
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Quantitative and Qualitative Disclosure about Market Risk
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17 |
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ITEM 4.
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Controls and Procedures
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17 |
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PART II.
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OTHER INFORMATION
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18 |
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ITEM 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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18 |
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ITEM 6.
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Exhibits
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19 |
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SIGNATURES
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20 | |
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EXHIBITS
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March 31,
2013
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December 31,
2012 (1)
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Assets
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Current assets:
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| Cash and cash equivalents | $ | 3,331,000 | $ | 4,554,000 | ||||
| Marketable securities | 368,000 | 293,000 | ||||||
| Accounts receivable, net of allowance for doubtful accounts of $87,000 and $74,000 as of March 31, 2013 and December 31, 2012 | 7,497,000 | 6,350,000 | ||||||
| Inventories | 16,299,000 | 17,164,000 | ||||||
| Prepaid expenses | 2,516,000 | 2,299,000 | ||||||
| Deferred income tax assets | 554,000 | 554,000 | ||||||
| Total current assets | 30,565,000 | 31,214,000 | ||||||
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Property and equipment, net
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3,316,000 | 3,419,000 | ||||||
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Goodwill
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55,000 | 55,000 | ||||||
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Definite-lived intangible assets, net
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106,000 | 113,000 | ||||||
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Equity investments in and advances to unconsolidated affiliate
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2,531,000 | 2,498,000 | ||||||
| Total assets | $ | 36,573,000 | $ | 37,299,000 | ||||
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Liabilities and Shareholders' Equity
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Current liabilities:
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| Accounts payable | $ | 511,000 | $ | 860,000 | ||||
| Accrued liabilities | 1,101,000 | 793,000 | ||||||
| Total current liabilities | 1,612,000 | 1,653,000 | ||||||
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Deferred income tax liabilities
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841,000 | 813,000 | ||||||
| Total liabilities | 2,453,000 | 2,466,000 | ||||||
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Shareholders' equity:
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Common stock, $.01 par value: 50,000,000 shares authorized;
19,525,858 and 20,044,457 shares outstanding as of March 31, 2013 and
December 31, 2012, respectively
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195,000 | 200,000 | ||||||
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Additional paid-in capital
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20,145,000 | 20,915,000 | ||||||
| Accumulated other comprehensive income | 71,000 | 24,000 | ||||||
| Retained earnings | 13,709,000 | 13,694,000 | ||||||
| Total shareholders' equity | 34,120,000 | 34,833,000 | ||||||
| Total liabilities and shareholders' equity | $ | 36,573,000 | $ | 37,299,000 | ||||
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(1)
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The condensed consolidated balance sheet as of December 31, 2012 has been prepared using information from the audited consolidated balance sheet as of that date.
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For the Three Months Ended
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||||||||
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March 31,
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||||||||
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2013
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2012
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Net sales
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$ | 9,450,000 | $ | 9,619,000 | ||||
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Cost of goods sold, excluding depreciation
and amortization
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5,787,000 | 6,194,000 | ||||||
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Gross profit
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3,663,000 | 3,425,000 | ||||||
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Operating expenses:
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Selling, general and administrative
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3,512,000 | 3,250,000 | ||||||
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Depreciation and amortization
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181,000 | 216,000 | ||||||
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Total operating expenses
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3,693,000 | 3,466,000 | ||||||
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Loss from operations
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(30,000 | ) | (41,000 | ) | ||||
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Other income:
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Equity in income of unconsolidated affiliate
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33,000 | 147,000 | ||||||
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Interest income
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1,000 | 6,000 | ||||||
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Total other income
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34,000 | 153,000 | ||||||
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Income before provision for income taxes
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4,000 | 112,000 | ||||||
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Provision (benefit) for income taxes
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(11,000 | ) | 42,000 | |||||
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Net income
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$ | 15,000 | $ | 70,000 | ||||
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Basic earnings per common share
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$ | 0.00 | $ | 0.00 | ||||
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Diluted earnings per common share
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$ | 0.00 | $ | 0.00 | ||||
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Basic weighted average common shares outstanding
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19,715,775 | 20,988,087 | ||||||
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Diluted weighted average common shares outstanding
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19,749,157 | 20,988,087 | ||||||
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For the Three Months Ended
March 31,
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||||||||
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2013
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2012
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Net income
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$ | 15,000 | $ | 70,000 | ||||
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Unrealized gain on investments, net of tax
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47,000 | - | ||||||
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Comprehensive income
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$ | 62,000 | $ | 70,000 | ||||
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Common Stock
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Additional
Paid-in
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Retained
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Accumulated
Other
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|||||||||||||||||||||
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Shares
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Amount
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Capital
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Earnings
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Income
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Total
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|||||||||||||||||||
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Balance as of December 31, 2012
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20,044,457 | $ | 200,000 | $ | 20,915,000 | $ | 13,694,000 | $ | 24,000 | $ | 34,833,000 | |||||||||||||
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Options exercised
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35,001 | - | 42,000 | - | - | 42,000 | ||||||||||||||||||
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Share-based compensation expense
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- | - | 55,000 | - | - | 55,000 | ||||||||||||||||||
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Common stock repurchased and retired
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(553,600 | ) | (5,000 | ) | (867,000 | ) | - | - | (872,000 | ) | ||||||||||||||
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Net income
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- | - | - | 15,000 | - | 15,000 | ||||||||||||||||||
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Other comprehensive income
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- | - | - | - | 47,000 | 47,000 | ||||||||||||||||||
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Balance as of March 31, 2013
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19,525,858 | $ | 195,000 | $ | 20,145,000 | $ | 13,709,000 | $ | 71,000 | $ | 34,120,000 | |||||||||||||
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For the Three Months Ended March 31,
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2013
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2012
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Cash Flows From Operating Activities:
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Net income
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$ | 15,000 | $ | 70,000 | ||||
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Adjustments to reconcile net income to net
cash used in operating activities:
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Share-based compensation expense
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55,000 | 57,000 | ||||||
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Depreciation and amortization
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181,000 | 216,000 | ||||||
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Equity in income of unconsolidated affiliate
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(33,000 | ) | (147,000 | ) | ||||
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Changes in assets and liabilities:
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Accounts receivable, net
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(1,147,000 | ) | (1,706,000 | ) | ||||
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Inventories
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865,000 | 708,000 | ||||||
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Prepaid expenses
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(217,000 | ) | (1,017,000 | ) | ||||
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Accounts payable and accrued liabilities
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(41,000 | ) | 351,000 | |||||
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Net cash used in operating activities
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(322,000 | ) | (1,468,000 | ) | ||||
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Cash Flows From Investing Activities:
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Purchase of property and equipment
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(71,000 | ) | (366,000 | ) | ||||
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Purchase of intangible assets
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- | (2,000 | ) | |||||
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Net cash used in investing activities
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(71,000 | ) | (368,000 | ) | ||||
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Cash Flows From Financing Activities:
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Proceeds from exercise of stock options
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42,000 | - | ||||||
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Repurchase of common stock
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(872,000 | ) | (205,000 | ) | ||||
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Net cash used in financing activities
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(830,000 | ) | (205,000 | ) | ||||
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Net decrease in cash and cash equivalents
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(1,223,000 | ) | (2,041,000 | ) | ||||
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Cash and cash equivalents, beginning of the period
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4,554,000 | 7,503,000 | ||||||
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Cash and cash equivalents, end of the period
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$ | 3,331,000 | $ | 5,462,000 | ||||
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Options
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Weighted Average Exercise Price
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Weighted Average Remaining Contractual Life (in years)
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Options outstanding as of December 31, 2012
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1,790,002 | $ | 1.49 | 2.64 | ||||||||
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Granted at fair value
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- | - | - | |||||||||
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Exercised
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(35,001 | ) | $ | 1.19 | - | |||||||
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Canceled/expired/forfeited
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(50,000 | ) | $ | 1.60 | - | |||||||
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Options outstanding as of March 31, 2013
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1,705,001 | $ | 1.50 | 1.79 | ||||||||
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Options exercisable as of March 31, 2013
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1,360,001 | $ | 1.48 | 1.60 | ||||||||
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Cost basis
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$ | 255,000 | ||
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Unrealized gains included in accumulated other comprehensive income
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113,000 | |||
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Fair value
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$ | 368,000 |
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March 31,
2013
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December 31,
2012
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Raw materials
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$ | 6,920,000 | $ | 8,212,000 | ||||
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Work in process
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2,896,000 | 3,056,000 | ||||||
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Finished goods
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6,483,000 | 5,896,000 | ||||||
| $ | 16,299,000 | $ | 17,164,000 | |||||
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March 31,
2013
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December 31,
2012
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Payroll expenses
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$ | 356,000 | $ | 126,000 | ||||
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Bonuses payable
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375,000 | 325,000 | ||||||
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Rebates and other
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28,000 | - | ||||||
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Uncertain tax position
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342,000 | 342,000 | ||||||
| $ | 1,101,000 | $ | 793,000 | |||||
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For the Three Months Ended
March 31,
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||||||||
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2013
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2012
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Net income (numerator)
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$ | 15,000 | $ | 70,000 | ||||
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Shares (denominator):
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Basic weighted average common shares outstanding
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19,715,775 | 20,988,087 | ||||||
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Add: Dilutive effect of common stock options
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33,382 | - | ||||||
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Diluted weighted average common shares outstanding
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19,749,157 | 20,988,087 | ||||||
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Earnings per common share:
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Basic
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$ | 0.00 | $ | 0.00 | ||||
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Diluted
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$ | 0.00 | $ | 0.00 | ||||
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For the Three Months Ended
March 31,
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||||||||
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2013
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2012
|
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Building Supply
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$ | 5,164,000 | $ | 5,591,000 | ||||
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Disposable Protective Apparel
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3,220,000 | 2,914,000 | ||||||
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Infection Control
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1,066,000 | 1,114,000 | ||||||
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Total consolidated net sales
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$ | 9,450,000 | $ | 9,619,000 | ||||
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For the Three Months Ended
March 31,
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||||||||
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2013
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2012
|
|||||||
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Building Supply
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$ | 637,000 | $ | 481,000 | ||||
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Disposable Protective Apparel
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364,000 | 368,000 | ||||||
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Infection Control
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307,000 | 345,000 | ||||||
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Total segment income
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1,308,000 | 1,194,000 | ||||||
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Unallocated corporate overhead expenses
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(1,304,000 | ) | (1,082,000 | ) | ||||
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(Provision) benefit for income taxes
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11,000 | (42,000 | ) | |||||
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Consolidated net income
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$ | 15,000 | $ | 70,000 | ||||
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March 31,
2013
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December 31,
2012
|
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Building Supply
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$ | 2,211,000 | $ | 2,252,000 | ||||
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Disposable Protective Apparel
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509,000 | 528,000 | ||||||
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Infection Control
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723,000 | 763,000 | ||||||
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Total segment assets
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3,443,000 | 3,543,000 | ||||||
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Unallocated corporate assets
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34,000 | 44,000 | ||||||
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Total consolidated assets
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$ | 3,477,000 | $ | 3,587,000 | ||||
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For the Three Months Ended March 31,
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||||||||
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2013
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2012
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|||||||
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Net sales
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100.0 | % | 100.0 | % | ||||
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Gross profit
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38.8 | % | 35.6 | % | ||||
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Selling, general and administrative expenses
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37.2 | % | 33.8 | % | ||||
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Loss from operations
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-0.3 | % | -0.4 | % | ||||
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Income before provision for income taxes
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0.0 | % | 1.2 | % | ||||
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Net income
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0.2 | % | 0.7 | % | ||||
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Issuer Purchases of Equity Securities
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Period
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Total Number of Shares Purchased
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Weighted Average Price Paid per Share
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Total Number of Shares Purchased as Part of Publicly Announced Plan (1)
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Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan (1)
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January 1-31, 2013
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350,830 | $ | 1.58 | 350,830 | $ | 172,000 | ||||||||||
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February 1-28, 2013
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92,100 | 1.56 | 92,100 | 2,027,000 | ||||||||||||
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March 1-31, 2013
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110,670 | 1.52 | 110,670 | 1,858,000 | ||||||||||||
| 553,600 | $ | 1.56 | 553,600 | |||||||||||||
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3.1.1
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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).
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3.1.2
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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).
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3.1.3
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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).
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3.2
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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).
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31.1
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Certification Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act, signed by Chief Executive Officer (filed herewith).
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31.2
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Certification Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act, signed by Chief Financial Officer (filed herewith).
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32.1
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Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by Chief Executive Officer (filed herewith).
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32.2
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Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by Chief Financial Officer (filed herewith).
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101
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Interactive Data Files for Alpha Pro Tech’s Form 10-Q for the period ended March 31, 2013.
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ALPHA PRO TECH, LTD.
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| DATE: | May 7, 2013 | BY: | /s/ Sheldon Hoffman | ||
| Sheldon Hoffman | |||||
| Chief Executive Officer | |||||
| DATE: | May 7, 2013 | BY: | /s/ Lloyd Hoffman | ||
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Lloyd Hoffman
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Chief Financial Officer
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No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|