<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM 10-Q
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Quarterly Report pursuant to section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarter Ended September 30, 2000 COMMISSION FILE NO. 0-19893
ALPHA PRO TECH, LTD.
--------------------
(exact name of registrant as specified in its charter)
DELAWARE, U.S.A. 63-1009183
---------------- ----------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation)
SUITE 112, 60 CENTURIAN DRIVE
MARKHAM, ONTARIO, CANADA L3R 9R2
------------------------ -------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (905) 479-0654
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 3 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No |_|
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of October 24, 2000
Common stock, $.01 par value..... 24,101,116
<PAGE>
ALPHA PRO TECH, LTD.
Table of Contents
PART I. FINANCIAL INFORMATION
ITEM 1 Consolidated Financial Statements Page No.
a) Consolidated Balance Sheet -
September 30, 2000 (unaudited) and December 31, 1999 1
b) Consolidated Statement of Operations
for the three and nine months ended September 30, 2000
and September 30, 1999 (unaudited) 2
c) Consolidated Statement of Shareholders' Equity
for the nine months ended September 30, 2000 (unaudited) 3
d) Consolidated Statement of Cash Flows
for the nine months ended September 30, 2000
and September 30, 1999 (unaudited) 4
e) Notes to Consolidated Financial Statements (unaudited) 5-7
ITEM 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations 8-12
SIGNATURES 13
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION
This Quarterly Report on Form 10-Q contains forward looking statements that are
made pursuant to the Safe Harbor provisions of the Private Securities Litigation
Reform Act of 1995. Forward looking statements involve risks, uncertainties and
assumptions as described from time to time in registration statements, annual
reports and other periodic reports and filings of the Company filed with the
Securities and Exchange Commission. All statements, other than statements of
historical facts which address the Company's expectations of sources of capital
or which express the Company's expectations for the future with respect to
financial performance or operating strategies, can be identified as
forward-looking statements. As a result, there can be no assurance that the
Company's future results will not be materially different from those described
herein as "believed," "anticipated," "estimated" or "expected," which reflect
the current views of the Company with respect to future events. We caution
readers that these forward-looking statements speak only as the date hereof. The
Company hereby expressly disclaims any obligation or undertaking to release
publicly any updates or revisions to any such statements to reflect any change
in the Company's expectations or any change in events, conditions or
circumstances on which such statement is based.
<PAGE>
ALPHA PRO TECH, LTD.
CONSOLIDATED BALANCE SHEET
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<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------ ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash $ 1,043,000 $ 785,000
Restricted cash 7,000 18,000
Accounts receivable, net of allowance for doubtful
accounts of $40,000 at September 30, 2000
and December 31, 1999 3,847,000 3,252,000
Inventories 2,887,000 2,957,000
Prepaid expenses and other current assets 206,000 146,000
------------ ------------
Total current assets 7,990,000 7,158,000
Property and equipment, net 2,551,000 2,260,000
Intangible assets, net 275,000 287,000
Notes receivable and other assets 92,000 343,000
------------ ------------
$ 10,908,000 $ 10,048,000
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,195,000 $ 1,284,000
Accrued liabilities 336,000 610,000
Notes payable, current portion 942,000 754,000
Capital leases, current portion 79,000 135,000
------------ ------------
Total current liabilities 2,552,000 2,783,000
Notes payable, less current portion 118,000 167,000
Capital leases, less current portion 1,000 36,000
------------ ------------
Total liabilities 2,671,000 2,986,000
------------ ------------
Shareholders' Equity:
Common stock, $.01 par value, 50,000,000 shares authorized,
24,215,616 and 24,079,949 shares issued and
outstanding at September 30, 2000
and December 31, 1999, respectively 242,000 241,000
Additional paid-in capital 24,319,000 24,318,000
Accumulated deficit (16,324,000) (17,497,000)
------------ ------------
Total shareholders' equity 8,237,000 7,062,000
------------ ------------
$ 10,908,000 $ 10,048,000
============ ============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
1
<PAGE>
ALPHA PRO TECH, LTD.
CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2000 1999 2000 1999
<S> <C> <C> <C> <C>
Sales $ 5,444,000 $ 5,176,000 $15,515,000 $14,888,000
Cost of goods sold, excluding depreciation
and amortization 3,104,000 3,247,000 9,052,000 9,006,000
----------- ----------- ----------- -----------
2,340,000 1,929,000 6,463,000 5,882,000
Expenses:
Selling, general and administrative 1,815,000 1,537,000 4,974,000 4,643,000
Depreciation and amortization 103,000 110,000 305,000 326,000
----------- ----------- ----------- -----------
Income from operations 422,000 282,000 1,184,000 913,000
Interest expense, net 3,000 41,000 11,000 121,000
----------- ----------- ----------- -----------
Income before provision
for income taxes 419,000 241,000 1,173,000 792,000
Provision (benefit) for income taxes -- -- -- --
----------- ----------- ----------- -----------
Net income $ 419,000 $ 241,000 $ 1,173,000 $ 792,000
=========== =========== =========== ===========
Basic income per share $ 0.02 $ 0.01 $ 0.05 $ 0.03
----------- ----------- ----------- -----------
Diluted income per share $ 0.02 $ 0.01 $ 0.05 $ 0.03
----------- ----------- ----------- -----------
Basic weighted average shares outstanding 24,037,317 24,112,449 24,055,765 24,112,449
----------- ----------- ----------- -----------
Diluted weighted average shares outstanding 25,345,334 24,640,003 25,774,125 24,474,792
----------- ----------- ----------- -----------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
2
<PAGE>
ALPHA PRO TECH, LTD.
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (UNAUDITED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ADDITIONAL ACCUMULATED
SHARES COMMON STOCK PAID-IN CAPITAL DEFICIT TOTAL
<S> <C> <C> <C> <C> <C>
Balance at
December 31, 1999 24,079,949 $ 241,000 $ 24,318,000 $(17,497,000) $ 7,062,000
Shares Issued upon
Exercise of
Options/Warrants 236,667 2,000 213,000 $ 215,000
Shares
Repurchased/cancelled (101,000) (1,000) (212,000) (213,000)
Net income -- -- -- 1,173,000 1,173,000
------------ ------------ ------------ ------------ ------------
Balance at
September 30, 2000 24,215,616 $ 242,000 $ 24,319,000 $(16,324,000) $ 8,237,000
============ ============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
3
<PAGE>
ALPHA PRO TECH, LTD.
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
For the Nine
Months Ended September 30,
2000 1999
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,173,000 $ 792,000
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 305,000 326,000
Changes in assets and liabilities:
Restricted cash 11,000 (1,000)
Accounts receivable (595,000) (788,000)
Inventories 70,000 (174,000)
Prepaid expenses and other assets 191,000 (77,000)
Accounts payable and accrued liabilities (363,000) 762,000
------------ ------------
Net cash provided by operating activities 792,000 840,000
------------ ------------
Cash flows from investing activities:
Purchase of property and equipment (563,000) (385,000)
Cost of intangible assets (20,000) (20,000)
Purchase of other assets (35,000)
------------ ------------
Net cash used in investing activities (583,000) (440,000)
------------ ------------
Cash flows from financing activities:
Proceeds from notes payable 9,927,000 14,715,000
Repayments on notes payable (9,788,000) (14,489,000)
Proceeds from issuance of common stock 1,000
Proceeds from exercise of options 213,000
Payments for stock repurchases (212,000)
Payments on capital leases (92,000) (56,000)
------------ ------------
Net cash provided by financing activities 49,000 170,000
------------ ------------
Increase in cash $ 258,000 $ 570,000
Cash, beginning of period $ 785,000 $ 43,000
Cash, end of period $ 1,043,000 $ 613,000
------------ ------------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements
4
<PAGE>
ALPHA PRO TECH, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
--------------------------------------------------------------------------------
1. The Company
Alpha Pro Tech, Ltd. (the Company) manufactures and distributes a variety
of disposable mask, shield, shoe cover, apparel, food service and woundcare
products. Most of the Company's disposable apparel, mask and shield
products, and woundcare products are distributed to medical, dental,
industrial, and clean room markets, predominantly in the United States.
2. Basis of Presentation
The accompanying financial statements are unaudited but, in the opinion of
management, contain all the adjustments (consisting of those of a normal
recurring nature) considered necessary to present fairly the financial
position and the results of operations and cash flows for the periods
presented in conformity with generally accepted accounting principles
applicable to interim periods. The accompanying financial statements should
be read in conjunction with the audited consolidated financial statements
of the Company for the year ended December 31, 1999.
There have been no significant changes since December 31, 1999 in
accounting principles and practices utilized in the presentation of these
financial statements.
3. Inventories
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
<S> <C> <C>
Raw materials $1,630,000 $1,656,000
Work in process 202,000 123,000
Finished goods 1,055,000 1,178,000
---------- ----------
$2,887,000 $2,957,000
========== ==========
</TABLE>
5
<PAGE>
ALPHA PRO TECH, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
--------------------------------------------------------------------------------
4. Basic and Diluted Net Income Per Share
Net income per share ("EPS") has been computed pursuant to the provisions
of Statement of Financial Accounting Standards No. 128 (SFAS 128),
"Earnings Per Share".
The following table provides a reconciliation of both the net income and
the number of shares used in the computations of "basic" EPS, which
utilizes the weighted average number of shares outstanding without regard
to potential shares, and "diluted" EPS, which includes all such shares.
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2000 1999 2000 1999
<S> <C> <C> <C> <C>
Net income (Numerator) $ 419,000 $ 241,000 $ 1,173,000 $ 792,000
Shares (Denominator):
Basic weighted average shares outstanding 24,037,317 24,112,449 24,055,765 24,112,449
Add: Dilutive effect of stock options and
warrants 1,308,017 527,554 1,718,360 362,343
----------- ----------- ----------- -----------
Diluted weighted average shares outstanding 25,345,334 24,640,003 25,774,125 24,474,792
=========== =========== =========== ===========
Net income per share:
Basic $ 0.02 $ 0.01 $ 0.05 $ 0.03
Diluted $ 0.02 $ 0.01 $ 0.05 $ 0.03
</TABLE>
5. Provision for Income Tax
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109 (SFAS 109), "Accounting for Income
Taxes". This statement requires an asset and liability approach for
accounting for income taxes. At December 31, 1999 the Company had net
operating loss (NOL) carryforwards of approximately $1,230,000 US which
management anticipates will be utilized this year. No provision (benefit)
for income taxes has been recorded in the consolidated statements of
operations as a result of the Company's net operating loss carryforwards.
Taxable income for the period ended September 30, 2000 was offset by the
utilization of such NOL's. The Company will continue to assess the
valuation allowance on a quarterly basis.
6
<PAGE>
ALPHA PRO TECH, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
--------------------------------------------------------------------------------
6. Activity of Business Segments
The Company classifies its businesses into three fundamental segments:
Apparel, consisting principally of disposable medical clothing such as
coveralls, frocks, lab coats, hoods, bouffant caps, and shoe covers
(including the Aqua Track and spunbond shoe covers); Mask and eye shields,
consisting principally of medical , dental and industrial masks and eye
shields; and Extended Care Unreal Lambskin(R), consisting principally of
fleece and other related products which includes a line of pet beds.
Segment data excludes charges allocated to head office and corporate
sales/marketing departments. The Company evaluates the performance of its
segments and allocates resources to them based primarily on net sales and
gross margin.
The following table shows net sales for each segment for the three and nine
months ended September 30, 2000 and 1999:
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2000 1999 2000 1999
<S> <C> <C> <C> <C>
Apparel $ 3,584,000 $ 3,337,000 $ 9,798,000 $ 9,537,000
Mask and shield 1,334,000 1,320,000 4,105,000 3,715,000
Fleece 526,000 519,000 1,612,000 1,636,000
----------- ----------- ----------- -----------
Consolidated total net sales $ 5,444,000 $ 5,176,000 $15,515,000 $14,888,000
=========== =========== =========== ===========
</TABLE>
A reconciliation of total segment net income to total consolidated net
income for the three and nine months ended September 30, 2000 and 1999 is
presented below:
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2000 1999 2000 1999
<S> <C> <C> <C> <C>
Apparel $ 817,000 $ 645,000 $ 1,930,000 $ 1,840,000
Mask and Shield 226,000 98,000 1,048,000 378,000
Fleece 123,000 86,000 363,000 351,000
----------- ----------- ----------- -----------
Total segment net income 1,166,000 829,000 3,341,000 2,569,000
Unallocated corporate overhead expenses (747,000) (588,000) (2,168,000) (1,777,000)
----------- ----------- ----------- -----------
Consolidated net income $ 419,000 $ 241,000 $ 1,173,000 $ 792,000
=========== =========== =========== ===========
</TABLE>
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
THREE MONTHS AND NINE MONTHS ENDED SEPT 30, 2000, COMPARED TO THE THREE MONTHS
AND NINE MONTHS ENDED SEPT 30, 1999
Alpha Pro Tech, Ltd. ("Alpha" or the "Company") reported record net income for
the three months ended Sept 30, 2000 of $419,000 as compared to net income of
$241,000 for the three months ended Sept 30, 1999, representing an improvement
of $178,000 or 73.9%. The net income increase of $178,000 is attributable
primarily to an increase in gross profit of $411,000, due to higher sales and
gross profit margin, a decrease in depreciation and amortization of $7,000, a
decrease in net interest expense of $38,000, partially offset by an increase in
selling, general and administrative expenses of $278,000. The year to date net
income increase of $381,000 is attributable primarily to an increase in gross
profit of $581,000, a decrease in depreciation and amortization of $21,000, a
decrease in net interest expense of $110,000, partially offset by an increase in
selling, general and administrative expenses of $331,000. Management expects
record sales and net income in 2000.
SALES Consolidated sales for the three months ended Sept 30, 2000 increased to a
record $5,444,000 from $5,176,000 for the three months ended Sept 30, 1999,
representing an increase of $268,000 or 5.2%.
Sales for the Apparel Division for the three months ended Sept 30, 2000 were
$3,584,000 as compared to $3,337,000 for the same period of 1999. The Apparel
Division sales increase of $247,000 or 7.4% was due to increased sales to the
Company's largest distributor. This distributor has reported record third
quarter 2000 sales for the ninth consecutive quarter to its customers of the
Company's products. Management's expectation is that growth should continue, and
as a result the Company's sales to this distributor should also remain strong.
Mask and eye shield sales increased by $14,000 or 1.1% to $1,334,000 for the
third quarter of 2000 from $1,320,000 in the third quarter of 1999. This
increase is primarily the result of growth in dental mask and medical mask
sales, partially offset by a decline in industrial mask sales. Medical mask
sales increased 29.6% in the third quarter 2000 over the same period in 1999.
Sales from the Company's Extended Care Unreal Lambskin(R) and other related
products, which includes a line of pet beds, increased to $526,000 for the three
months ended September 30, 2000 from $519,000 for the three months ended
September 30, 1999. The slight increase in sales of $7,000 is primarily the
result of a 21.7% increase in pet bed sales partially offset by a 15.4% decrease
in medical fleece product sales. In 2000, the Company implemented a pet products
telemarketing campaign and feels that sales should continue to strengthen for
the remainder of 2000 as well as into 2001
8
<PAGE>
Consolidated sales were $15,514,000 and $14,888,000 for the nine months ended
Sept 30, 2000 and 1999 respectively, representing an increase of $626,000 or
4.2%.
Sales for the Apparel Division for the nine months ended Sept 30, 2000 were
$9,798,000 as compared to $9,537,000 for the same period of 1999, an increase of
$261,000 or 2.7%. Even though the Company's sales for the Apparel Division are
fairly flat to the prior year, the Company's largest distributor has had sales
increases of the Company's products to their end-users for nine consecutive
quarters as well as a record year to date.
Mask and eye shield sales increased by $390,000 or 10.5% to $4,105,000 for the
nine months ended Sept 30, 2000 from $3,715,000 in the same period of 1999. The
increase is primarily the result of an improvement of 22.3% in dental mask sales
and to a lesser extent to an increase of 4.7% in industrial mask sales and a
5.5% increase in medical mask sales.
Sales from the Company's Extended Care Unreal Lambskin(R) and other related
products decreased by $24,000 or 1.5% to $1,612,000 for the nine months ended
Sept 30, 2000 compared to $1,636,000 in the same period in 1999. The decrease in
sales is the result of a 17.6% decrease in medical bed pad sales, partially
offset by a 29.0% increase in pet bed sales.
Management believes that the Company is well positioned to continue to grow
revenue in its current markets of Industrial Cleanroom, Medical, Dental and Pet
Supply, as well as the Food Service market.
The Company's largest distributor, which supplies the industrial cleanroom
market and accounts for a significant percent of Company's revenues, has had
sales increases of the Company's products to their end-users for nine
consecutive quarters. The expectation is that growth should continue, and as a
result the Company's sales to this distributor should also remain strong.
The Medical market, which includes a line of face masks and fleece bed pads, is
down by $326,000 or 12.6% year to date. Fleece bed pads sales are down and
medical face masks sales are up year to date. With the recent addition of
independent sales representatives and the release of the new medical mask
product portfolio in third quarter, medical sales should improve over the next
12 months. As stated previously, medical mask sales increased 29.6% in the third
quarter 2000 over the same period in 1999.
Dental market sales are up by approximately $225,000 or 22.3% for the nine
months ended September 30, 2000 as compared to the same period in 1999. The
Company has initiated a telemarketing campaign to dentists and is working
with dental distributors to increase the Company's share of the Dental market.
Sales in the Pet supply market, in which the Company markets a line of pet
beds, are up $180,000 or 29.0% for the nine months ended September 30, 2000
as compared to the same period in 1999. Since late last year, the Company has
dedicated a sales representative to this market and sales should continue to
be strong.
In the Food Service market, sales for the third quarter 2000 were $45,000
compared to nil in the same period of 1999. The Company expects Food Service
sales to gain momentum and grow significantly in 2001. The Company has signed a
Vendor Supply Agreement with a leader in the food service industry who has more
than 25,000 restaurants in 119 countries worldwide, to market its line of
proprietary Food Service Safety Products. Alpha has initiated a widespread
telemarketing and sampling campaign. The Company has participated and will
continue to participate in local and regional meetings throughout the US along
with Security, Human Resources, and Field Service directors from this industry
leader. The Company is also working with insurance companies which specialize in
insuring the Food Service industry.
9
<PAGE>
Cost of Goods Sold Cost of goods sold decreased to $3,104,000 for the three
months ended Sept 30, 2000 from $3,247,000 for the same period in 1999. As a
percentage of net sales for the third quarter, cost of goods sold decreased to
57.0% in 2000 from 62.7% in 1999. Gross profit margin increased to 43.0% for the
three months ended Sept 30, 2000 from 37.3% for the same period in 1999.
Management expects gross profit margin for fiscal 2000 to continue to be
stronger than fiscal 1999, due to a continuing focus on improving manufacturing
processes and efficiency.
For the nine months ended Sept 30, 2000 as compared to 1999, cost of goods sold
increased to $9,052,000 from $9,006,000. As a percentage of net sales for the
nine months, cost of goods decreased to 58.3% from 60.5%. Gross profit margin
increased to 41.7% from 39.5% for the nine months ended Sept 30, 2000 and 1999,
respectively.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES Selling, general and administrative
expenses increased by $278,000 to $1,815,000 for the three months ended Sept 30,
2000 from $1,537,000 for the three months ended Sept 30, 1999. As a percentage
of net sales, selling, general and administrative expenses increased to 33.3%
for third quarter 2000 from 29.7% for same quarter in 1999. The increase in
selling, general and administrative expenses primarily consists of increased
payroll related costs of $172,000; increased marketing and commissions of
$52,000; increased travel expenses of $51,000; and increased public company
expenses of $17,000, including investor relations, stock exchange listing fees,
options/warrants issued for services, annual report and annual meeting costs,
stock transfer costs, and costs associated with SEC reporting requirements,
partially offset by decreased professional fee expenses of $29,000.
Selling, general and administrative expenses increased by $331,000 or 7.1%, to
$4,974,000 for the nine months ended Sept 30, 2000 from $4,643,000 for the nine
months ended Sept 30, 1999. The increase in selling, general and administrative
expenses primarily consists of increased payroll related costs of $416,000;
increased public company expenses of $62,000, including investor relations,
stock exchange listing fees, options/warrants issued for services, annual report
and annual meeting costs, stock transfer costs, and costs associated with SEC
reporting requirements; and increased marketing, commissions and travel expenses
of $153,000. This is partially offset by decreased office, factory, insurance
and general expenses of $237,000 and decreased rent of $31,000. As a percentage
of net sales, selling, general and administrative expenses increased to 32.1% in
the nine months ended Sept 30, 2000 from 31.2% in the same period of 1999.
DEPRECIATION & AMORTIZATION Depreciation and amortization expense decreased by
$7,000 to $103,000 for the three months ended Sept 30, 2000 from $110,000 for
the same period in 1999 and decreased by $21,000 to $305,000 from $326,000 for
the nine months ended Sept 30, 2000 compared to the same period in 1999. The
decrease is primarily attributable to assets in the mask division being fully
depreciated and decreased depreciation on a shield die-cut machine partially
offset by increased depreciation on automated shoecover machines.
10
<PAGE>
INCOME FROM OPERATIONS Income from operations increased by $140,000 or 49.6%, to
$422,000 for the three months ended Sept 30, 2000 as compared to income from
operations of $282,000 for the three months ended Sept 30, 2000. The increase in
income from operations is due to an increase in gross profit of $411,000, a
decrease in depreciation and amortization of $7,000, partially offset by an
increase in selling, general and administrative expenses of $278,000.
Income from operations increased by $271,000 or 29.7% to $1,184,000 for the nine
months ended Sept 30, 2000 as compared to income from operations of $913,000 for
the nine months ended Sept 30, 1999. The increase in income from operations is
due to an increase in gross profit of $581,000, a decrease in depreciation and
amortization expense of $21,000, partially offset by an increase in selling,
general and administrative expenses of $331,000.
NET INTEREST Net interest expense decreased by $38,000 or 92.7% to $3,000 for
the three months ended Sept 30, 2000 from $41,000 for the three months ended
Sept 30, 1999. Net interest expense decreased by $110,000 or 90.9% to $11,000
for the nine months ended Sept 30, 2000 from $121,000 for the nine months ended
Sept 30, 1999. The decrease in net interest expense is due to lower borrowings,
lower interest rate, decreased interest on capital leases and increased interest
income. Interest income increased by $20,000, to $47,000 for the nine months
ended Sept 30, 2000 from $27,000 in the same period of 1999.
NET INCOME Net income for the three months ended Sept 30, 2000 was a record
$419,000 compared to net income of $241,000 for the three months ended Sept 30,
1999, an improvement of $178,000 or 73.9%. The net income increase of $178,000
is comprised of an increase in income from operations of $140,000, and a
decrease in interest expense of $38,000.
Net income for the nine months ended Sept 30, 2000 was $1,173,000 compared to
net income of $792,000 for the nine months ended Sept 30, 1999, an improvement
of $381,000 or 48.1%. The net income increase of $381,000 is comprised of an
increase in income from operations of $271,000 and a decrease in interest
expense of $110,000.
The Company in 1999 initiated a 401 (k) Retirement Savings Plan. Employees who
have attained age 21 and completed at least one year of service with the Company
are eligible to make contributions to the 401 (k) Plan of up to 12% of the
employees compensation. The employee's fully vested benefit under the plan may
be distributed to the employee upon retirement, death, disability or termination
of employment or upon reaching age 59 1/2. Under the 401 (k) Plan the Company is
contributing 1/2 of 1% for employees contributing 1% of their compensation and
1% for employees contributing 2% or more of their compensation. For the nine
months ended Sept 30, 2000 the Company has accrued $10,800 compared to $11,700
for the nine months ended June 1999.
The chief executive officer and president are entitled to a combined bonus equal
to 10% of the pre-tax profits of the company. A bonus of $130,000 has been
accrued in 2000 as compared to $88,000 in 1999.
11
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
As of Sept 30, 2000, the Company had cash of $1,043,000 and record working
capital of $5,438,000. During the nine months ended Sept 30, 2000, cash
increased by $258,000 and accounts payable and accrued liabilities decreased by
$363,000. The Company currently has a commercial loan line of credit of up to
$3,500,000 and a term note of $198,000 that expires in April 2003. At Sept 30,
2000, the unused line of credit from its commercial lender was $1,513,000.
Net cash provided from operations was $792,000 for the nine months ended Sept
30, 2000 compared to $840,000 for the same period of 1999. The Company's cash
provided from operations of $792,000 for the nine months ended Sept 30, 2000 is
due primarily to the increase in net income, a decrease in inventory and a
decrease in prepaid expenses and other assets, partially offset by an increase
in accounts receivable, and a decrease in accounts payable and accrued
liabilities. The net decrease in accounts payable and accrued liabilities for
the nine months ended September 30, 2000 was $363,000 compared to a net increase
of $762,000 for the nine months ended September 30, 1999, representing a net
difference of $1,125,000.
The Company's investing activities have consisted primarily of expenditures for
fixed assets of $563,000 and increases in intangible assets of $20,000 for a
total of $583,000 for the nine months ended Sept 30, 2000.
Based on strong continuing demand for shoecovers and laminated material, the
Company has spent approximately $300,000 to build an extrusion coating machine.
The Company anticipates that its mask manufacturing capabilities are to be
further improved within the next twelve months at an estimated cost of $300,000.
During the same period, the Company also expects to spend approximately $200,000
on additional automated shoecover equipment. The Company leases equipment
whenever possible.
During the nine months ended Sept 30, 2000, the Company's cash provided by
financing resulted primarily from net increases in the commercial loan of
$139,000 and proceeds of $213,000 from the exercise of options to purchase
236,667 shares of the Company's common shares, partially offset by a buy-back of
101,000 of the Company's common shares at a cost of $212,000 and a decrease in
capital leases of $92,000. The Company announced in December 1999 that it was
authorized to buy-back up to $500,000 of its own shares. As of October 18, 2000,
the Company has bought back 248,000 common shares at a cost of $354,000.
The Company believes that cash generated from operations, its current cash
balance, and the funds available under its commercial loan borrowings, will be
sufficient to satisfy the Company's projected working capital and planned
capital expenditures for at least 12 months.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Alpha Pro Tech, Ltd.
DATE: NOVEMBER 1, 2000 BY: /s/ Sheldon Hoffman
-----------------------
SHELDON HOFFMAN
CHIEF EXECUTIVE OFFICER
CHIEF FINANCIAL OFFICER
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