SEC Form 10-Q filed by Alpha Pro Tech Ltd.

11/7/24 2:33:17 PM ET

$APT

Industrial Specialties

Health Care

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apt20240930_10q.htm

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 September 30, 2024

☐ 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.001-15725

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.)

53 Wellington Street East
Aurora, Ontario, Canada	L4G 1H6
(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 November 4, 2024
Common Stock, $0.01 par value		10,998,700 shares

Alpha Pro Tech, Ltd.

Index

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements	page

Condensed Consolidated Balance Sheets (Unaudited)	1

Condensed Consolidated Statements of Income (Unaudited)	2

Condensed Consolidated Statements of Comprehensive Income (Unaudited)	3

Condensed Consolidated Statements of Shareholders’ Equity (Unaudited)	4

Condensed Consolidated Statements of Cash Flows (Unaudited)	5

Notes to Condensed Consolidated Financial Statements (Unaudited)	6

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	15

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	23

ITEM 5. Other Information	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)

	September 30,			December 31,
	2024			2023 (1)
Assets
Current assets:
Cash and cash equivalents	$	18,394,000		$	20,378,000
Accounts receivable, net		5,626,000			5,503,000
Accounts receivable, related party		645,000			1,042,000
Inventories, net		21,077,000			20,131,000
Prepaid expenses		5,668,000			6,010,000
Total current assets		51,410,000			53,064,000

Property and equipment, net		7,216,000			5,587,000
Goodwill		55,000			55,000
Right-of-use assets		8,939,000			4,810,000
Equity investment in unconsolidated affiliate		5,705,000			5,247,000
Total assets	$	73,325,000		$	68,763,000

Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable	$	934,000		$	802,000
Accrued liabilities		901,000			1,103,000
Lease liabilities		871,000			661,000
Total current liabilities		2,706,000			2,566,000

Lease liabilities, net of current portion		8,113,000			4,187,000
Deferred income tax liabilities, net		442,000			442,000
Total liabilities		11,261,000			7,195,000
Commitments and contingencies
Shareholders' equity:
Common stock, $.01 par value: 50,000,000 shares authorized; 10,952,878 and 11,416,212 shares outstanding as of September 30, 2024 and December 31, 2023, respectively		110,000			114,000
Additional paid-in capital		16,442,000			16,339,000
Retained earnings		46,926,000			46,552,000
Accumulated other comprehensive loss		(1,414,000	)		(1,437,000	)
Total shareholders' equity		62,064,000			61,568,000
Total liabilities and shareholders' equity	$	73,325,000		$	68,763,000

(1) The condensed consolidated balance sheet as of December 31, 2023, has been prepared using information from the audited consolidated balance sheet as of that date.

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

Alpha Pro Tech, Ltd.

Condensed Consolidated Statements of Income (Unaudited)

	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023

Net sales	$	14,251,000	$	16,053,000	$	44,023,000	$	45,967,000

Cost of goods sold, excluding depreciation and amortization		8,767,000		10,018,000		26,280,000		28,844,000
Gross profit		5,484,000		6,035,000		17,743,000		17,123,000

Operating expenses:
Selling, general and administrative		4,502,000		4,387,000		14,234,000		13,275,000
Depreciation and amortization		245,000		225,000		734,000		687,000
Total operating expenses		4,747,000		4,612,000		14,968,000		13,962,000

Income from operations		737,000		1,423,000		2,775,000		3,161,000

Other income:
Equity in income of unconsolidated affiliate		97,000		180,000		435,000		392,000
Gain on sale of asset		30,000		-		30,000		-
Interest income, net		235,000		222,000		700,000		549,000
Total other income		362,000		402,000		1,165,000		941,000

Income before provision for income taxes		1,099,000		1,825,000		3,940,000		4,102,000

Provision for income taxes		237,000		395,000		858,000		974,000

Net income	$	862,000	$	1,430,000	$	3,082,000	$	3,128,000

Basic earnings per common share	$	0.08	$	0.12	$	0.28	$	0.26

Diluted earnings per common share	$	0.08	$	0.12	$	0.28	$	0.26

Basic weighted average common shares outstanding		11,075,527		11,781,071		11,103,467		11,974,336

Diluted weighted average common shares outstanding		11,173,739		11,781,071		11,194,178		11,974,336

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

Alpha Pro Tech, Ltd.

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

	For the Three Months Ended					For the Nine Months Ended
	September 30,					September 30,
	2024		2023			2024		2023

Net income	$	862,000	$	1,430,000		$	3,082,000	$	3,128,000
Other comprehensive income - foreign currency translation gain (loss)		75,000		(152,000	)		23,000		6,000
Comprehensive income	$	937,000	$	1,278,000		$	3,105,000	$	3,134,000

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

Alpha Pro Tech, Ltd.

Condensed Consolidated Statements of Shareholders’ Equity (Unaudited)

For the Nine Months Ended September 30, 2024													Accumulated
							Additional						Other
	Common Stock						Paid-in			Retained			Comprehensive
	Shares			Amount			Capital			Earnings			Income (Loss)			Total
Balance as of December 31, 2023		11,416,212		$	114,000		$	16,339,000		$	46,552,000		$	(1,437,000	)	$	61,568,000
Net income		-			-			-			576,000			-			576,000
Common stock repurchased and retired		(270,000	)		(2,000	)		(386,000	)		(1,029,000	)		-			(1,417,000	)
Treasury stock excise tax		-			-			(14,000	)		-			-			(14,000	)
Stock-based compensation expense		-			-			109,000			-			-			109,000
Options exercised		226,666			2,000			813,000			-			-			815,000
Other comprehensive income		-			-			-			-			6,000			6,000
Balance as of March 31, 2024		11,372,878			114,000			16,861,000			46,099,000			(1,431,000	)		61,643,000
Net income		-			-			-			1,644,000			-			1,644,000
Common stock repurchased and retired		(245,000	)		(3,000	)		(363,000	)		(918,000	)		-			(1,284,000	)
Treasury stock excise tax		-			-			(13,000	)		-			-			(13,000	)
Stock-based compensation expense		-			-			109,000			-			-			109,000
Other comprehensive loss		-			-			-			-			(58,000	)		(58,000	)
Balance as of June 30, 2024		11,127,878			111,000			16,594,000			46,825,000			(1,489,000	)		62,041,000
Net income		-			-			-			862,000			-			862,000
Common stock repurchased and retired		(180,000	)		(2,000	)		(267,000	)		(761,000	)		-			(1,030,000	)
Treasury stock excise tax		-			-			(10,000	)		-			-			(10,000	)
Stock-based compensation expense		-			-			109,000			-			-			109,000
Options exercised		5,000			1,000			16,000			-			-			17,000
Other comprehensive income		-			-			-			-			75,000			75,000
Balance as of September 30, 2024		10,952,878		$	110,000		$	16,442,000		$	46,926,000		$	(1,414,000	)	$	62,064,000

For the Nine Months Ended September 30, 2023													Accumulated
							Additional						Other
	Common Stock						Paid-in			Retained			Comprehensive
	Shares			Amount			Capital			Earnings			Income (Loss)			Total
Balance as of December 31, 2022		12,226,306		$	123,000		$	17,099,000		$	45,025,000		$	(1,489,000	)	$	60,758,000
Net income		-			-			-			552,000			-			552,000
Common stock repurchased and retired		(200,000	)		(2,000	)		(280,000	)		(551,000	)		-			(833,000	)
Stock-based compensation expense		-			-			22,000			-			-			22,000
Options exercised		109,250			1,000			349,000			-			-			350,000
Other comprehensive income		-			-			-			-			137,000			137,000
Balance as of March 31, 2023		12,135,556			122,000			17,190,000			45,026,000			(1,352,000	)		60,986,000
Net income		-			-			-			1,146,000			-			1,146,000
Common stock repurchased and retired		(275,000	)		(3,000	)		(390,000	)		(704,000	)		-			(1,097,000	)
Treasury stock excise tax		-			-			(11,000	)		-			-			(11,000	)
Stock-based compensation expense		-			-			22,000			-			-			22,000
Options exercised		15,000			-			54,000			-			-			54,000
Other comprehensive income		-			-			-			-			21,000			21,000
Balance as of June 30, 2023		11,875,556			119,000			16,865,000			45,468,000			(1,331,000	)		61,121,000
Net income		-			-			-			1,430,000			-			1,430,000
Common stock repurchased and retired		(249,110	)		(2,000	)		(354,000	)		(693,000	)		-			(1,049,000	)
Treasury stock excise tax		-			-			(19,000	)		-			-			(19,000	)
Stock-based compensation expense		-			-			24,000			-			-			24,000
Options exercised		10,000			-			36,000			-			-			36,000
Other comprehensive loss		-			-			-			-			(152,000	)		(152,000	)
Balance as of September 30, 2023		11,636,446		$	117,000		$	16,552,000		$	46,205,000		$	(1,483,000	)	$	61,391,000

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

Alpha Pro Tech, Ltd.

Condensed Consolidated Statements of Cash Flows (Unaudited)

	For the Nine Months Ended September 30,
	2024			2023
Cash Flows From Operating Activities:
Net income	$	3,082,000		$	3,128,000
Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities:
Stock-based compensation		327,000			68,000
Depreciation and amortization		734,000			687,000
Equity in income of unconsolidated affiliate		(435,000	)		(392,000	)
Gain on sale of asset		(30,000	)		-
Non-cash lease expense		674,000			515,000
Changes in operating assets and liabilities:
Accounts receivable, net		(123,000	)		(2,066,000	)
Accounts receivable, related party		397,000			599,000
Inventories, net		(946,000	)		2,871,000
Prepaid expenses		342,000			344,000
Accounts payable and accrued liabilities		(70,000	)		(302,000	)
Lease liabilities		(667,000	)		(523,000	)

Net cash and cash equivalents provided by operating activities		3,285,000			4,929,000

Cash Flows From Investing Activities:
Purchases of property and equipment		(2,363,000	)		(487,000	)
Proceeds from sale of asset		30,000			-

Net cash and cash equivalents used in investing activities		(2,333,000	)		(487,000	)

Cash Flows From Financing Activities:
Proceeds from exercise of stock options		832,000			440,000
Repurchase of common stock		(3,731,000	)		(2,979,000	)
Treasury stock excise tax		(37,000	)		(30,000	)

Net cash and cash equivalents used in financing activities		(2,936,000	)		(2,569,000	)

Increase (decrease) in cash and cash equivalents		(1,984,000	)		1,873,000

Cash and cash equivalents, beginning of the period		20,378,000			16,290,000

Cash and cash equivalents, end of the period	$	18,394,000		$	18,163,000

Supplemental disclosure of non-cash transactions:
Net non-cash changes to operating leases	$	4,803,000		$	-

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

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 including window and door flashing, and seam tape, synthetic roof underlayment and synthetic roof underlayment accessories, as well as other woven materials.

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 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 (“U.S.”).

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 (the “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, 2023, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”), filed with the SEC on March 13, 2024. The results of operations for the three and nine months ended September 30, 2024, 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, 2023 was prepared using information from the audited consolidated balance sheet contained in the 2023 Form 10-K; however, it does not include all disclosures required by U.S. GAAP for annual consolidated financial statements.

Net sales includes revenue from products and shipping and handling charges, net of estimates for product returns and any related sales incentives. Our customer contracts have a single performance obligation: transfer control of products to customers. Revenue is measured as the amount of consideration that we expect to receive in exchange for transferring control of products. All revenue is recognized when we satisfy our performance obligations under the applicable contract. We recognize revenue in connection with transferring control of the promised products to the customer, with revenue being recognized at the point in time when the customer obtains control of the products, which is generally when title passes to the customer upon delivery to a third-party carrier for FOB shipping point arrangements and to the customer for FOB destination arrangements, at which time a receivable is created for the invoice sent to the customer. Shipping and handling activities are performed prior to the customer obtaining control of the goods and are accounted for as fulfillment activities and are not a promised good or service. Shipping and handling charges billed to customers are included in revenue. Shipping and handling costs, associated with the distribution of the Company’s product to the customers, are recorded in cost of goods sold and are recognized when control of the product is transferred to the customer, which is generally when title passes to the customer upon delivery to a third-party carrier for FOB shipping point arrangements and to the customer for FOB destination arrangements. We estimate product returns based on historical return rates and estimate rebates based on contractual agreements. Using probability assessments, we estimate sales incentives expected to be paid over the term of the contract. Sales taxes and value added taxes in foreign and domestic jurisdictions that are collected from customers and remitted to governmental authorities are accounted for on a net basis and, therefore, are excluded from net sales. The Company manufactures certain private label goods for customers and has determined that control does not pass to the customer at the time of manufacture, based upon the nature of the private labeling. The Company has determined as of September 30, 2024, 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 10 and Note 11 of these Notes to Condensed Consolidated Financial Statements (Unaudited) for information on revenue disaggregated by type and by geographic region.

Alpha Pro Tech, Ltd.

Notes to Condensed Consolidated Financial Statements (Unaudited)

3.	Shareholder’s Equity

Repurchase Program

During the three months ended September 30, 2024, the Company repurchased and retired 180,000 shares of its common stock for $1,030,000. During the three months ended September 30, 2023, the Company repurchased and retired 249,110 shares of its common stock for $1,049,000. During the nine months ended September 30, 2024, the Company repurchased and retired 695,000 shares of its common stock for $3,731,000. During the nine months ended September 30, 2023, the Company repurchased and retired 724,110 shares of its common stock for $2,979,000. As of September 30, 2024, the Company had $1,463,000 available to repurchase common shares under the repurchase program. The excess of repurchase price over par value is allocated between additional paid-in capital and retained earnings.

Option Activity

The Company previously granted stock options to employees and non-employee directors under the 2004 Stock Option Plan (the “2004 Plan”). Options vest and expire according to terms established at the grant date. The 2004 Plan provided for a total of 5,000,000 common shares eligible for issuance. Under the 2004 Plan, approximately 5,009,750 options (taking into account cancelled, forfeited and expired options that were added back to the plan reserve) had been granted as of December 31, 2020.

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 are reserved for issuance under the 2020 Incentive Plan, plus the number of shares underlying any award granted under the 2004 Option Plan that expires 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.

The following table summarizes restricted stock awards activity for the nine months ended September 30, 2024:

				Weighted Average
				Grant Date Price
	Shares			Restricted stock awards

Outstanding, December 31, 2023		235,172		$	4.21
Granted to employees and non-employee directors		29,675			1.92
Vested		(8,172	)		4.02
Outstanding, September 30, 2024		256,675			3.96

Alpha Pro Tech, Ltd.

Notes to Condensed Consolidated Financial Statements (Unaudited)

During the nine months ended September 30, 2024 and 2023, 29,675 and 227,600 restricted stock awards were granted under the 2020 Incentive Plan, respectively. The Company recognized $283,000 and $58,000 in stock-based compensation expense associated with outstanding restricted stock awards for the nine months ended September 30, 2024 and 2023, respectively. As of September 30, 2024, $760,000 of total unrecognized compensation cost related to the restricted stock grants was expected to be recognized over a weighted average remainder period of 1.96 years.

For the nine months ended September 30, 2024 and 2023, 0 and 46,400 stock options were granted under the 2020 Incentive Plan, respectively. The Company recognized $44,000 and $10,000 in stock-based compensation expense for the nine months ended September 30, 2024 and 2023, respectively, related to outstanding options previously granted under the 2004 Option Plan.

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 option activity for the nine months ended September 30, 2024:

				Weighted Average
				Exercise Price
	Options			Per Option

Options outstanding, December 31, 2023		292,766		$	3.71
Exercised		(231,666	)		3.59
Options outstanding, September 30, 2024		61,100			4.17
Options exercisable, September 30, 2024		25,264			4.14

As of September 30, 2024, $103,000 of total unrecognized compensation cost related to the stock option grants was expected to be recognized over a weighted average remainder period of 1.82 years.

4.	Recent Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. These amendments address investor requests for enhanced transparency regarding income tax information. Specifically, they improve income tax disclosures related to rate reconciliation and income taxes paid. ASU 2023-09 is effective for fiscal years beginning after December 31, 2024. The Company is evaluating the impact the adoption of this guidance will have on its consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses, and is effective for fiscal years beginning after December 31, 2023 and for interim periods within fiscal years beginning after December 15, 2024 on a retrospective basis. The Company is currently evaluating the impact of this standard on the consolidated financial statements.

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

Alpha Pro Tech, Ltd.

Notes to Condensed Consolidated Financial Statements (Unaudited)

5.	Inventories

As of September 30, 2024 and December 31, 2023, inventories net of reserves consisted of the following:

	September 30,		December 31,
	2024		2023

Raw materials	$	10,466,000	$	10,470,000
Work in process		2,669,000		2,236,000
Finished goods		7,942,000		7,425,000
	$	21,077,000	$	20,131,000

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 41.7% owned by Alpha ProTech Engineered Products, Inc. and 58.3% 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 Company’s Disposable Protective Apparel segment.

The capital from the initial funding and a bank loan, which 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 139,000 square foot building for manufacturing building products; (2) a 121,000 square foot building for manufacturing coated material and sewing proprietary disposable protective apparel; (3) a 23,000 square foot facility for sewing proprietary disposable protective apparel; and (4) a 159,000 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 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 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 consolidated statements of income. The Company periodically reviews its investment in Harmony for impairment. Management has determined that no impairment was required as of September 30, 2024, or December 31, 2023. Under the equity method, since the Company’s reporting currency is different from of Harmony’s reporting currency, the Company is required to translate our proportionate share of equity for effects of translations in foreign currency and adjust the investment accordingly and accrue the adjustment as a component of Accumulated other comprehensive loss (“AOCL”).

For the three months ended September 30, 2024 and 2023, the Company purchased $5,465,000 and $5,001,000 of inventories, respectively, from Harmony. For the nine months ended September 30, 2024 and 2023, the Company purchased $16,644,000 and $14,871,000 of inventories, respectively, from Harmony. For the three months ended September 30, 2024 and 2023, the Company sold $61,000 and $66,000 of inventories, respectively, to Harmony. For the nine months ended September 30, 2024 and 2023, the Company sold $301,000 and $266,000 of inventories, respectively, to Harmony. For the three months ended September 30, 2024 and 2023, the Company recorded equity in income of unconsolidated affiliate of $97,000 and $180,000, respectively, related to Harmony. For the nine months ended September 30, 2024 and 2023, the Company recorded equity in income of unconsolidated affiliate of $435,000 and $392,000, respectively, related to Harmony.

Alpha Pro Tech, Ltd.

Notes to Condensed Consolidated Financial Statements (Unaudited)

As of September 30, 2024, the Company’s investment in Harmony was $5,705,000, which consisted of its original $1,450,000 investment and cumulative equity in income of unconsolidated affiliate of $6,688,000, less $942,000 in repayments of an advance, $77,000 in payments of dividends, and $1,414,000 in AOCL on foreign currency translations.

7.	Accrued Liabilities

As of September 30, 2024 and December 31, 2023, accrued liabilities consisted of the following:

	September 30,		December 31,
	2024		2023

Payroll expenses and taxes payable	$	321,000	$	157,000
Commissions and bonuses payable and general accrued liabilities		580,000		946,000
Total accrued liabilities	$	901,000	$	1,103,000

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 nine months ended September 30, 2024 and 2023:

	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Net income (numerator)	$	862,000	$	1,430,000	$	3,082,000	$	3,128,000

Shares (denominator):
Basic weighted average common shares outstanding		11,075,527		11,781,071		11,103,467		11,974,336
Add: dilutive effect of common stock options		98,212		-		90,711		-

Diluted weighted average common shares outstanding		11,173,739		11,781,071		11,194,178		11,974,336

Earnings per common share:
Basic	$	0.08	$	0.12	$	0.28	$	0.26

Diluted	$	0.08	$	0.12	$	0.28	$	0.26

9.	Accumulated Other Comprehensive Gain (Loss)

Accumulated other comprehensive loss (“AOCL”), a component of shareholders' equity, consists of foreign currency translation adjustments related to foreign currency gains or losses on our unconsolidated affiliate as its functional currency is other than the U.S. dollar. The resulting foreign currency translation gains or losses are deferred as AOCL and reclassified to earnings only upon sale or liquidation of that business. The AOCL on equity in unconsolidated affiliate was $1,414,000 and $1,437,000 as of September 30, 2024 and December 31, 2023, respectively.

10.

Activity of Business Segments

The Company operates through two business segments:

(1) Building Supply: consisting of construction weatherization products, such as housewrap, housewrap accessories including window and door flashing, and seam tape, synthetic roof underlayment and synthetic roof underlayment accessories, as well as other woven materials. 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.

Alpha Pro Tech, Ltd.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(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 3 in the notes to our consolidated financial statements in Item 8 of the 2023 Form 10-K).

The following table presents consolidated net sales for each segment for the three and nine months ended September 30, 2024 and 2023:

	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Building Supply	$	8,798,000	$	11,449,000	$	26,979,000	$	30,616,000
Disposable Protective Apparel		5,453,000		4,604,000		17,044,000		15,351,000
Consolidated net sales	$	14,251,000	$	16,053,000	$	44,023,000	$	45,967,000

The following table presents the reconciliation of consolidated segment income to consolidated net income for the three and nine months ended September 30, 2024 and 2023:

	For the Three Months Ended				For the Nine Months Ended
	Septmeber 30,				September 30,
	2024		2023		2024		2023
Building Supply	$	1,294,000	$	1,973,000	$	4,086,000	$	4,456,000
Disposable Protective Apparel		1,012,000		982,000		3,884,000		3,090,000
Total segment income		2,306,000		2,955,000		7,970,000		7,546,000

Unallocated corporate overhead expenses		1,207,000		1,130,000		4,030,000		3,444,000
Provision for income taxes		237,000		395,000		858,000		974,000
Consolidated net income	$	862,000	$	1,430,000	$	3,082,000	$	3,128,000

Alpha Pro Tech, Ltd.

Notes to Condensed Consolidated Financial Statements (Unaudited)

The following table presents the consolidated net property and equipment, goodwill and definite-lived intangible assets (“consolidated assets”) by segment as of September 30, 2024 and December 31, 2023:

	September 30,		December 31,
	2024		2023

Building Supply	$	4,880,000	$	3,389,000
Disposable Protective Apparel		1,388,000		1,213,000
Total segment assets		6,268,000		4,602,000

Unallocated corporate assets		1,003,000		1,040,000
Total consolidated assets	$	7,271,000	$	5,642,000

11.

Financial Information about Geographic Areas

The following table summarizes the Company’s net sales by geographic region for the three and nine months ended September 30, 2024 and 2023:

	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Net sales by geographic region
United States	$	14,124,000	$	15,928,000	$	43,551,000	$	45,682,000
International		127,000		125,000		472,000		285,000

Consolidated net sales	$	14,251,000	$	16,053,000	$	44,023,000	$	45,967,000

Net sales by geographic region are based on the countries in which our customers are located. For the nine months ended September 30, 2024 and 2023, the Company did not generate sales from any single country, other than the United States, that were significant to the Company’s consolidated net sales.

The following table summarizes the locations of the Company’s long-lived assets by geographic region as of September 30, 2024 and December 31, 2023:

	September 30,		December 31,
	2024		2023
Long-lived assets by geographic region
United States	$	6,062,000	$	4,340,000
International		1,154,000		1,247,000

Consolidated total long-lived assets	$	7,216,000	$	5,587,000

12.

Related Party Transactions

As of September 30, 2024, 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).

13.

Leases

The Company has operating leases for the Company’s corporate office and manufacturing facilities, which expire at various dates through 2034. The Company’s primary operating lease commitments as of September 30, 2024, related to the Company’s manufacturing facilities in Valdosta, Georgia and Nogales, Arizona, as well as the Company’s corporate headquarters in Aurora, Ontario, Canada.

Alpha Pro Tech, Ltd.

Notes to Condensed Consolidated Financial Statements (Unaudited)

As of September 30, 2024, the Company had operating lease right-of-use assets of $8,939,000 and operating lease liabilities of $8,984,000. As of September 30, 2024, we did not have any finance leases recorded on the Company’s consolidated balance sheet. Operating lease expense was approximately $1,248,000 during the nine months ended September 30, 2024.

The aggregate future minimum lease payments and reconciliation to lease liabilities as of September 30, 2024 were as follows:

	September 30,
	2024
Remaining three months of 2024	$	362,000
2025		1,471,000
2026		1,477,000
2027		1,459,000
2028		1,489,000
2029		1,520,000
Thereafter		4,856,000
Total future minimum lease payments		12,634,000
Less imputed interest		(3,650,000	)
Total lease liabilities	$	8,984,000

As of September 30, 2024, the weighted average remaining lease term of the Company’s operating leases was 10.22 years. During the nine months ended September 30, 2024, the weighted average discount rate with respect to these leases was 7.0%.

14.

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.

15.

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. In 2022, the Company wrote 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 final outcome of the Lawsuit, including the potential amount of any recovery for the Company’s claims, is uncertain. Any potential recovery represents a gain contingency in accordance with ASC 450, Contingencies, that has not been recorded as the matter was not resolved as of September 30, 2024. Any recovery will be recorded when received.

Alpha Pro Tech, Ltd.

Notes to Condensed Consolidated Financial Statements (Unaudited)

The Company is subject to various pending and threatened litigation actions in the ordinary course of business. Although it is not possible to determine with certainty at this point in time what liability, if any, the Company will have as a result of such litigation, based on consultation with legal counsel, management does not anticipate that the ultimate liability, if any, resulting from such litigation will have a material effect on the Company’s financial condition and results of operations.

16.

Subsequent Events

The Company has reviewed and evaluated whether subsequent events have occurred from the condensed consolidated balance sheet date of September 30, 2024 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.

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 year ended December 31, 2023, filed with the SEC on March 13, 2024 (the “2023 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 2024 and 2025, 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:

●

We are exposed to foreign currency exchange risks related to our unconsolidated affiliate operations in India.

●

We are subject to risks associated with our joint venture.

●

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.

●

We are subject to risks related to climate change and natural disasters or other events beyond our control.

●

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 2023 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.

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, 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. 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 3 – “Summary of Significant Accounting Policies” in the notes to our consolidated financial statements in Item 8 of the 2023 Form 10-K. Since December 31, 2023, there have been no material changes to our critical accounting policies and estimates as described in the 2023 Form 10-K.

OVERVIEW

Alpha Pro Tech is in the business of protecting people, products and environments. We accomplish this by developing, manufacturing and marketing a line of high-value, disposable protective apparel and infection control products for the cleanroom, industrial, pharmaceutical, medical and dental markets through our wholly-owned subsidiary, Alpha Pro Tech, Inc. We also manufacture a line of building supply construction weatherization products through our wholly-owned subsidiary, Alpha ProTech Engineered Products, Inc. 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: (1) the Building Supply segment, consisting of construction weatherization products, such as housewrap, housewrap accessories including window and door flashing, and seam tape, synthetic roof underlayment and synthetic roof underlayment accessories, as well as other woven materials; and (2) 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. All financial information presented in this report reflects the current segmentation.

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.

Alpha Pro Tech, Ltd.

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 September 30,						For the Nine Months Ended September 30,
	2024			2023			2024			2023
Net sales		100.0	%		100.0	%		100.0	%		100.0	%
Gross profit		38.5	%		37.6	%		40.3	%		37.3	%
Selling, general and administrative expenses		31.6	%		27.3	%		32.3	%		28.9	%
Income from operations		5.2	%		8.9	%		6.3	%		6.9	%
Income before provision for income taxes		7.7	%		11.4	%		8.9	%		8.9	%
Net income		6.0	%		8.9	%		7.0	%		6.8	%

Three and Nine months ended September 30, 2024 compared to Three and Nine months ended September 30, 2023

Sales. Consolidated sales for the three months ended September 30, 2024, decreased to $14,251,000, from $16,053,000 for the three months ended September 30, 2023, representing a decrease of $1,802,000, or 11.2%. This decrease consisted of decreased sales in the Building Supply segment of $2,651,000, partially offset by increased sales in the Disposable Protective Apparel segment of $849,000.

Building Supply segment sales for the three months ended September 30, 2024 decreased by $2,651,000, or 23.2%, to $8,798,000 compared to a record sales quarter of $11,449,000, for the three months ended September 30, 2023. The Building Supply segment decrease during the three months ended September 30, 2024, was primarily due a 16.2% decrease in sales of housewrap, a 25.1% decrease in sales of synthetic roof underlayment, and a 27.2% decrease in sales of other woven material, each compared to the same period of 2023.

The sales mix of the Building Supply segment for the three months ended September 30, 2024 was approximately 46% for housewrap, 41% for synthetic roof underlayment and 13% for other woven material. This compared to approximately 43% for housewrap, 43% for synthetic roof underlayment and 14% for other woven material for the three months ended September 30, 2023. Our synthetic roof underlayment product line primarily includes REX SynFelt®, REX TECHNOply® TECHNO SB and our housewrap product line primarily consists of REX Wrap®, REX Wrap Plus® and REX™ Wrap Fortis. Housewrap accessories consist of REXTREME Window and Door Flashing and REX™ Premium Seam Tape and our synthetic roof underlayment accessories consist of our new self- adhered TECHNOplus and REX Ultra HT.

The housing market continues to show weakness, with housing starts down 4.0% in the third quarter of 2024 compared to the prior year period. While sales in the third quarter of 2024 were lower than earlier quarters in the year, the performance of the core building products (housewrap and synthetic roof underlayment) for the full year of 2024 has been encouraging despite a number of headwinds. During the first six months of 2024, housing starts trailed 2023 by 2.7% while our core building product sales remained nearly flat. In the third quarter of 2024, our largest customers contributed to most of the decline but those customers, which represent a majority of our business, were up approximately 9% for the first six months of 2024. In July 2024, housing starts were down 14.3%, leading to our largest customers reducing shipments and adjusting their inventory positions, resulting in decreased sales in the third quarter of 2024. Despite the drop in housing starts in 2024, the percentage decline of sales to those large customers was lower than the percentage decline of housing starts. Presenting an additional challenge in 2024, multi-family housing starts for the first nine months were down 30.5% compared to 2023 and the lowest in ten years.

Other woven material sales decreased by 27.2% in the third quarter of 2024 compared to the same period of 2023, due to decreased sales to a customer that was acquired by another company. The Company is pursuing new opportunities for other woven material sales that may improve sales, but management does not expect other woven material sales to be a growth driver in the short term.

Management is encouraged for the remainder of 2024, as our robust inventory and plant location in Georgia will allow us to assist in the southeast rebuild after hurricanes Helene and Milton. Since the first storm, we have seen a surge in synthetic roof underlayment orders, which we expect to have a positive effect on the fourth quarter of 2024. We expect growth in the Building Supply segment when uncertainty in the housing market abates.

Alpha Pro Tech, Ltd.

Disposable Protective Apparel segment sales for the three months ended September 30, 2024 increased by $849,000, or 18.4%, to $5,453,000, compared to $4,604,000 for the same period of 2023. This segment increase was due to a 6.9% increase in sales of disposable protective garments, a 124.3% increase in sales of face masks and a 204.5% increase in sales of face shields.

The sales mix of the Disposable Protective Apparel segment for the three months ended September 30, 2024, was approximately 82% for disposable protective garments, 13% for face masks and 5% for face shields. This sales mix is compared to approximately 91% for disposable protective garments, 7% for face masks and 2% for face shields for the three months ended September 30, 2023.

Sales of disposable protective garments in the third quarter of 2024 were up by 6.9%, primarily due to increased sales to our regional and national distributors. We expect continued growth for disposable protective garments in the remainder of 2024. Face mask and face shield sales in the third quarter of 2024, which were up 124.3% and 204.5%, respectively, are showing signs of improvement. The market continues to be saturated with face mask and face shield products from the post COVID-19 residual excess inventories at the distributor level, but management is cautiously optimistic that sales of these products will continue to show growth in 2024 and beyond.

Consolidated sales for the nine months ended September 30, 2024 decreased to $44,023,000 from $45,967,000 for the nine months ended September 30, 2023, representing a decrease of $1,944,000, or 4.2%. This decrease consisted of decreased sales in the Building Supply segment of $3,637,000, partially offset by increased sales in the Disposable Protective Apparel segment of $1,693,000.

Building Supply segment sales for the nine months ended September 30, 2024 decreased by $3,637,000, or 11.9%, to $26,979,000, compared to $30,616,000 for the same period of 2023. Sales of housewrap decreased by 2.6%, sales of synthetic roof underlayment decreased by 13.2% and sales of other woven material decreased by 29.9% compared to the same period of 2023.

The sales mix of the Building Supply segment for the nine months ended September 30, 2024 was 50% for housewrap, 40% for synthetic roof underlayment and 10% for other woven material. This compared to 46% for housewrap, 42% for synthetic roof underlayment and 12% for other woven material for the nine months ended September 30, 2023.

Management is encouraged by our housewrap sales, especially since the percentage decline of housing starts year to date was higher than the percentage decline of housewrap sales. The synthetic roof underlayment market has also been affected by the uncertain economic conditions, more offshore competition and a push in the market to reduce product selling prices. We launched our new line of self-adhered roofing products in late 2023 and have achieved revenue in 2024, and we expect continued revenue growth from this new product line within our current customer base and into new markets. Self-adhered roof underlayment has proven to be a good addition to our roof category. Market acceptance has been good as evidenced by our sales outpacing expectations. We are exploring additional products such as roof deck flashing. As building codes evolve, we see this as an opportunity to capture additional business, specifically in coastal and high wind markets. We expect a return to growth in the building supply segment when uncertainty in the housing market abates and flat to positive new home starts statistics become apparent.

Sales of other woven material was down compared to the prior year period primarily due to one of our customers being acquired. The Company is pursuing new opportunities for other woven materials sales that may improve sales, but management does not expect other woven material sales to be a growth driver in the short term.

Management expects growth in the Building Supply segment in the coming year, as the projected number of housing starts in 2025 is estimated to increase. However, there continues to be uncertainty in housing starts and the economy in general that could affect this segment.

Disposable Protective Apparel segment sales for the nine months ended September 30, 2024 increased by $1,693,000, or 11.0%, to $17,044,000, compared to $15,351,000 for the same period of 2023. This segment increase was due to a 5.7% increase in sales of disposable protective garments, a 55.3% increase in sales of face masks, a 63.6% increase in sales of face shields.

The sales mix of the Disposable Protective Apparel segment for the nine months ended September 30, 2024 was 86% for disposable protective garments, 10% for face masks and 4% for face shields. This sales mix is compared to 90% for disposable protective garments, 7% for face masks and 3% for face shields for the nine months ended September 30, 2023.

Alpha Pro Tech, Ltd.

Sales of disposable protective garments for the nine months ended September 30, 2024 increased by 5.7%, for the reasons discussed above in the three months ended September 30, 2024 section. Face mask and face shield sales, although up 55.3% and 63.6% compared to 2023, continue to be affected by excess inventories at the distributor level and in the marketplace.

Gross Profit. Gross profit decreased by $551,000, or 9.1%, to $5,484,000 for the three months ended September 30, 2024, from $6,035,000 for the three months ended September 30, 2023. The gross profit margin was 38.5% for the three months ended September 30, 2024, compared to 37.6% for the three months ended September 30, 2023.

Gross profit increased by $620,000, or 3.6%, to $17,743,000 for the nine months ended September 30, 2024, from $17,123,000 for the nine months ended September 30, 2023. The gross profit margin was 40.3% for the nine months ended September 30, 2024, compared to 37.3% for the nine months ended September 30, 2023.

The gross profit margin in 2024 was positively affected by a margin increase in both the Disposable Protective Apparel and Building Supply segments. However, management expects that the gross profit margin could be negatively affected by recent significant increases in ocean freight rates.

Selling, General and Administrative Expenses. Selling, general and administrative expenses increased by $115,000, or 2.6%, to $4,502,000 for the three months ended September 30, 2024, from $4,387,000 for the three months ended September 30, 2023. As a percentage of net sales, selling, general and administrative expenses increased to 31.6% for the three months ended September 30, 2024, from 27.3% for 2023.

The change in expenses by segment for the three months ended September 30, 2024, was as follows: Disposable Protective Apparel expenses were up by $200,000, or 17.9%; Building Supply expenses were down by $198,000, or 10.3%; and corporate unallocated expenses were up by $113,000, or 8.5%. The increase in the Disposable Protective Apparel segment expenses was primarily related to increased employee compensation, rent and marketing expenses. The decrease in the Building Supply segment expenses was related to decreased employee compensation, commission, travel expenses and insurance. The increase in corporate unallocated expenses was primarily due to increased employee compensation, stock option and restricted stock expenses and professional fees.

Selling, general and administrative expenses increased by $959,000, or 7.2%, to $14,234,000 for the nine months ended September 30, 2024, from $13,275,000 for the nine months ended September 30, 2023. As a percentage of net sales, selling, general and administrative expenses increased to 32.3% for the nine months ended September 30, 2024, from 28.9% for 2023.

The change in expenses by segment for the nine months ended September 30, 2024, was as follows: Disposable Protective Apparel expenses were up by $506,000, or 14.2%; Building Supply expenses were down by $306,000, or 5.3%; and corporate unallocated expenses were up by $759,000, or 19.4%. The increase in the Disposable Protective Apparel segment expenses was primarily related to increased employee compensation, marketing and rent expenses. The decrease in the Building Supply segment expenses was related to decreased employee compensation, travel and insurance expenses. The increase in corporate unallocated expenses was primarily due to increased employee compensation, stock option and restricted stock expenses, reorganization costs, professional fees, and general office expenses. The reorganization costs were incurred in connection with moving our face mask manufacturing facility from Utah to Arizona. As of the third quarter of 2024, manufacturing for the Disposable Protective Apparel segment, which includes disposable protective garments, face masks and face shields, will all be in Arizona. This relocation of our face mask manufacturing facility is expected to result in lower expenses on this product line.

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 $58,000 was accrued for the three months ended September 30, 2024, compared to $96,000 for the three months ended September 30, 2023. A bonus amount of $207,000 was accrued for the nine months ended September 30, 2024, compared to $216,000 for the nine months ended September 30, 2023.

Depreciation and Amortization. Depreciation and amortization expenses increased by $20,000, or 8.9%, to $245,000 for the three months ended September 30, 2024, from $225,000 for the three months ended September 30, 2023.

Alpha Pro Tech, Ltd.

Depreciation and amortization expenses increased by $47,000, or 6.8%, to $734,000 for the nine months ended September 30, 2024, from $687,000 for the nine months ended September 30, 2023.

The increase in depreciation and amortization for the three and nine months ended September 30, 2024 was primarily due to an increase in depreciation on the Building Supply segment.

Income from Operations. Income from operations decreased by $686,000, or 48.2%, to $737,000 for the three months ended September 30, 2024, compared to $1,423,000 for the three months ended September 30, 2023. The decreased income from operations was primarily due to a decrease in gross profit of $551,000 and an increase in selling, general and administrative expenses of $115,000 and an increase in depreciation and amortization expenses of $20,000. Income from operations as a percentage of net sales for the three months ended September 30, 2024, was 5.2%, compared to 8.9% for the same period of 2023.

Income from operations decreased by $386,000, or 12.2%, to $2,775,000 for the nine months ended September 30, 2024, compared to $3,161,000 for the nine months ended September 30, 2023. The decreased income from operations was primarily due to an increase in selling, general and administrative expenses of $959,000 and an increase in depreciation and amortization expenses of $47,000, partially offset by an increase in gross profit of $620,000. Income from operations as a percentage of net sales for the nine months ended September 30, 2024, was 6.3%, compared to 6.9% for the same period of 2023.

Other Income. Other income decreased by $40,000 to income of $362,000 for the three months ended September 30, 2024, compared to $402,000 for the same period of 2023. The decrease was primarily due to a decrease in equity in income of unconsolidated affiliate of $83,000, partially offset by an increase in interest income of $13,000 and a gain on sale of assets of $30,000.

Other income increased by $224,000 to income of $1,165,000 for the nine months ended September 30, 2024, compared to $941,000 for the same period of 2023. The increase was primarily due to an increase in equity in income of unconsolidated affiliate of $43,000, an increase in interest income of $151,000 and a gain on sale of assets of $30,000.

Income before Provision for Income Taxes. Income before provision for income taxes for the three months ended September 30, 2024, was $1,099,000, compared to income before provision for income taxes of $1,825,000 for the same period of 2023, representing a decrease of $726,000, or 39.8%. This decrease in income before provision for income taxes was due to a decrease in income from operations of $686,000 and a decrease in other income of $40,000.

Income before provision for income taxes for the nine months ended September 30, 2024, was $3,940,000, compared to income before provision for income taxes of $4,102,000 for the same period of 2023, representing a decrease of $162,000, or 3.9%. This decrease in income before provision for income taxes was due to a decrease in income from operations of $386,000, partially offset by an increase in other income of $224,000.

Provision for Income Taxes. The provision for income taxes for the three months ended September 30, 2024, was $237,000, compared to $395,000 for the same period of 2023. The estimated effective tax rate was 21.6% for the three months ended September 30, 2024, compared to the same 21.6% for the three months ended September 30, 2023.

The provision for income taxes for the nine months ended September 30, 2024, was $858,000, compared to $974,000 for the same period of 2023. The estimated effective tax rate was 21.8% for the nine months ended September 30, 2024, compared to 23.7% for the nine months ended September 30, 2023.

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 September 30, 2024, was $862,000 compared to net income of $1,430,000 for the same period of 2023, representing a decrease of $568,000, or 39.7%. The net income decrease between 2024 and 2023 was due to a decrease in income before provision for income taxes of $726,000, partially offset by a decrease in provision for income taxes of $158,000. Net income as a percentage of net sales for the three months ended September 30, 2024, was 6.0%, and net income as a percentage of net sales for the same period of 2023 was 8.9%. Basic and diluted earnings per common share for each of the three months ended September 30, 2024 and 2023, was $0.08 and $0.12, respectively.

Alpha Pro Tech, Ltd.

Net income for the nine months ended September 30, 2024, was $3,082,000 compared to net income of $3,128,000 for the same period of 2023, representing a decrease of $46,000, or 1.5%. The net income decrease between 2024 and 2023 was due to a decrease in income before provision for income taxes of $162,000, partially offset by a decrease in provision for income taxes of $116,000. Net income as a percentage of net sales for the nine months ended September 30, 2024, was 7.0%, and net income as a percentage of net sales for the same period of 2023 was 6.8%. Basic and diluted earnings per common share for each of the nine months ended September 30, 2024 and 2023, was $0.28 and $0.26, respectively

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2024, the Company had cash and cash equivalents (“cash”) of $18,394,000 and working capital of $48,704,000. As of September 30, 2024, the Company’s current ratio (current assets/current liabilities) was 19:1, compared to a current ratio of 21:1 as of December 31, 2023. Cash decreased by 9.7%, or $1,984,000, to $18,394,000 as of September 30, 2024, compared to $20,378,000 as of December 31, 2023, and working capital decreased by $1,794,000, to $48,704,000, from $50,498,000 as of December 31, 2023. The decrease in cash from December 31, 2023, was due to cash used in investing activities of $2,333,000 and cash used in financing activities of $2,936,000, partially offset by cash provided by operating activities of $3,285,000.

Net cash provided by operating activities of $3,285,000 for the nine months ended September 30, 2024, was due to net income of $3,082,000, as adjusted primarily by the following: stock-based compensation expense of $327,000, depreciation and amortization expense of $734,000, equity in income of unconsolidated affiliate of $435,000, gain on sales of assets of $30,000, operating lease asset amortization of $674,000, an increase in accounts receivable of $274,000, a decrease in prepaid expenses of $342,000, an increase in inventory of $946,000, a decrease in accounts payable and accrued liabilities of $70,000, and a decrease in lease liabilities of $667,000, all compared to December 31, 2023.

Accounts receivable decreased by $274,000, or 4.2%, to $6,271,000 as of September 30, 2024, from $6,545,000 as of December 31, 2023. The decrease in accounts receivable was primarily related to lower sales in the third quarter of 2024. The number of days that sales remained outstanding as of September 30, 2024, calculated by using an average of accounts receivable outstanding and annual revenue, was 41 days, compared to 40 days as of December 31, 2023.

Inventory increased by $946,000, or 4.7%, to $21,077,000 as of September 30, 2024, from $20,131,000 as of December 31, 2023. The increase was due to an increase in inventory for the Building Supply segment of $2,343,000, or 33.6%, to $9,313,000, partially offset by a decrease in inventory for the Disposable Protective Apparel segment of $1,397,000, or 10.6%, to $11,764,000.

Prepaid expenses decreased by $342,000, or 5.7%, to $5,668,000 as of September 30, 2024, from $6,010,000 as of December 31, 2023. The decrease was primarily due to a decrease in prepaid equipment.

Right-of-use assets as of September 30, 2024, increased by $4,129,000 to $8,939,000 from $4,810,000 as of December 31, 2023, primarily as a result of our new Nogales, Arizona lease, partially offset by amortization of the right of use asset.

Lease liabilities as of September 30, 2024, increased by $4,136,000 to $8,984,000 from $4,848,000 as of December 31, 2023. The increase in the lease liabilities was primarily the result of our new Nogales, Arizona lease in March 2024 and the assumption we will lease that facility for at least 5 years, partially offset by lease payments made during the period.

Accounts payable and accrued liabilities as of September 30, 2024, decreased by $70,000, or 3.7%, to $1,835,000, from $1,905,000 as of December 31, 2023. The decrease was primarily due to a decrease in accrued bonuses.

Net cash used in investing activities was $2,333,000 for the nine months ended September 30, 2024, compared to net cash used in investing activities of $487,000 for the same period of 2023. Investing activities for the nine months ended September 30, 2024 and 2023, consisted of the purchase of property and equipment primarily for our Building Supply segment partially offset by the sale of assets.

Alpha Pro Tech, Ltd.

Net cash used in financing activities was $2,936,000 for the nine months ended September 30, 2024, compared to net cash used in financing activities of $2,569,000 for the same period of 2023. Net cash used in financing activities for the nine months ended September 30, 2024, resulted from the payment of $3,731,000 for the repurchase of common stock and $37,000 for treasury stock excise tax, partially offset by $832,000 in proceeds from the exercise of stock options. Net cash used in financing activities for the nine months ended September 30, 2023, resulted from the payment of $2,979,000 for the repurchase of common stock and $30,000 for treasury stock excise tax, partially offset by $440,000 in proceeds from the exercise of stock options.

As of September 30, 2024, we had $1,463,000 available for stock purchases under our stock repurchase program. During the nine months ended September 30, 2024, we repurchased 695,000 shares of common stock at a cost of $3,731,000. As of September 30, 2024, we had repurchased a total of 21,106,627 shares of common stock at a cost of approximately $54,057,000 through our repurchase program which commenced in 1999. We retire all stock upon repurchase. Future repurchases are expected to be funded from cash on hand and cash flows from operating activities.

We believe that our current cash balance and 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

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. These amendments address investor requests for enhanced transparency regarding income tax information. Specifically, they improve income tax disclosures related to rate reconciliation and income taxes paid. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. The Company is evaluating the impact the adoption of this guidance will have on its consolidated financial statements.

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.

Under the supervision and with the participation of our management, including our President and Chief Executive Officer (principal executive officer) and our Chief Financial Officer (principal financial officer), we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of September 30, 2024, 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.

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.

Alpha Pro Tech, Ltd.

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

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 2023 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 2023 Form 10-K.

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 (1)		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program (1)
July 1 - 31, 2024		30,600	$	5.69		30,600
August 1 - 31, 2024		46,600		5.57		46,600
September 1 - 30, 2024		102,800		5.72		102,800
		180,000		5.68		180,000

(1)

All of the shares included in this table were purchased pursuant to this program. Since the inception of the share repurchase program in 1999, the Company has authorized the repurchase of $55,402,000 of common stock, including a $1,000,000 expansion approved by the Board of Directors on September 30, 2024. As of such date, $1,463,000 was available for repurchase as of September 30, 2024. The stock repurchase plan expires on December 15, 2026.

Alpha Pro Tech, Ltd.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

We did not sell any unregistered equity securities during the periods covered by this Quarterly Report on Form 10-Q.

ITEM 5. OTHER INFORMATION

(a) None.

(b) None.

(c) During the period covered by this report, none of the Company’s directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408 of Regulation S-K under the Securities Exchange Act of 1934, as amended).

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	Amended and Restated Bylaws of Alpha Pro Tech, Ltd., incorporated by reference to Exhibit 3.1 to Form 8-K, filed on December 19, 2022 (File No. 001-15725).

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 September 30, 2024, 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.

Alpha Pro Tech, Ltd.

SIGNATURES

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

		ALPHA PRO TECH, LTD.

DATE:	November 7, 2024	BY: /s/ Lloyd Hoffman
		Lloyd Hoffman
		President and Chief Executive Officer


DATE:	November 7, 2024	BY: /s/ Colleen McDonald
		Colleen McDonald
		Chief Financial Officer

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SEC Form 10-Q filed by Alpha Pro Tech Ltd.

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