-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NQ+HweQh54+SYqBtxdSZTDYui12hvN+9VMgcXrNtlH7mvtO1QaPh04JeggeGxuHo AU8sCAmPMIjAe0udRmus/A== 0001104659-06-018613.txt : 20060322 0001104659-06-018613.hdr.sgml : 20060322 20060322163016 ACCESSION NUMBER: 0001104659-06-018613 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060322 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060322 DATE AS OF CHANGE: 20060322 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALPHA PRO TECH LTD CENTRAL INDEX KEY: 0000884269 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 631030494 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15725 FILM NUMBER: 06704047 BUSINESS ADDRESS: STREET 1: 60 CENTURIAN DR STREET 2: SUITE 112 CITY: MARKHAM ONTARIO CANA STATE: A6 BUSINESS PHONE: 9054790654 MAIL ADDRESS: STREET 1: 60 CENTURION DR STREET 2: STE 112 CITY: MARKHAM ON STATE: A6 FORMER COMPANY: FORMER CONFORMED NAME: BFD INDUSTRIES INC DATE OF NAME CHANGE: 19930328 8-K 1 a06-7495_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) March 22, 2006

 

ALPHA PRO TECH, LTD.

(Exact name of registrant as specified in its charter)

 

Delaware

 

01-15725

 

63-1009183

(State or other jurisdiction of

 

(Commission File Number)

 

(I.R.S. Employer Identification No.)

incorporation or organization)

 

 

 

 

 

 

 

 

 

60 Centurian Drive, Suite 112,

 

 

Markham, Ontario

 

L3R 9R2

Address of principal offices

 

Zip Code

 

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

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



 

Item 2.02 Results of Operations and Financial Condition.

 

On March 22, 2006 registrant issued a release announcing its financial results for the fourth quarter and fiscal year ended December 31, 2005.

 

The text of that release is filed herewith as an exhibit to this report on form 8-K.

 

Item 9.01 Financial Statements and Exhibits.

 

(c) Exhibits:

 

Exhibit 1. Release dated March 22, 2006 announcing registrants financial results for the fourth quarter and fiscal year ended December 31, 2005.

 

Signatures

 

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

 

 

  Alpha Pro Tech, Ltd

 

 

 

(Registrant)

 

 

 

 

Date

March 22, 2005

 

/s/ Lloyd Hoffman

 

 

Lloyd Hoffman

 

Chief Financial Officer and Senior Vice President

 

2


EX-1 2 a06-7495_1ex1.htm UNDERWRITING AGREEMENT

Exhibit 1.

 

Alpha Pro Tech

L T D.

 

ALPHA PRO TECH, LTD. ANNOUNCES 25% INCREASE IN REVENUE AND 33%
INCREASE IN NET INCOME FOR FISCAL 2005

 

FOR IMMEDIATE RELEASE

 

Company Contact:

 

Investor Relations Contact:

Alpha Pro Tech, Ltd.

 

Hayden Communications, Inc.

Al Millar/Donna Millar

 

Matthew Hayden/Brett Maas

905-479-0654

 

843-272-4653

e-mail: ir@alphaprotech.com

 

e-mail: matt@haydenir.com

 

Nogales, Arizona – March 22, 2006, Alpha Pro Tech (AMEX: APT; CHX: APT) a leading manufacturer of disposable protective apparel and building products announced its financial results for the fourth quarter and full-year period ended December 31, 2005.

 

Revenues for the three months ended December 31, 2005 increased 9.4 % to $7.0 million compared to $6.4 million in the fourth quarter of 2004. New sales of construction supply weatherization products, including the Engineered Products segment’s building wrap and roof underlayment totaled $1.2 million for the quarter. Sales for the Disposable Protective Apparel segment for the quarter were $3.7 million, a 21.1% decrease compared to the $4.7 million reported for the same period of 2004 as the Company experienced decreased orders primarily from its largest distributor due to a slowdown in orders from them to reduce their inventory levels. Although shipments to them declined in the fourth quarter of 2005, sales to the distributor’s end users remained fairly consistent with prior quarters. Infection Control segment sales for the fourth quarter increased by 33.4% to $1.6 million compared to the fourth quarter of last year, which benefited from increased awareness surrounding Avian Flu. Mask sales in the fourth quarter were up 36% as compared to the average for the first three quarters of 2005. Extended care products were relatively unchanged at $573,000 for the fourth quarter as the Company experienced similar levels of demand for the Company’s Extended Care Unreal Lambskin products.

 

Gross profit decreased by 1.0 % to $3.1 million, and represented 44.3 % of sales for the fourth quarter of 2005 as compared to a gross profit of $3.1 million, which represented 48.9 % of sales, for the same period in 2004. The decrease in overall gross margins was directly related to the contribution of Engineered Products revenue, which carries lower overall margins than the Company’s other segments and initial manufacturing startup costs in this segment. Excluding Engineered Products, gross profit margin was 51.7% for the fourth quarter of 2005, up from gross profit margin of 48.9 % for fiscal 2004. Gross profit in the Engineered Products segment was 25.1% for the fourth quarter, as compared to 28.2 % for the third quarter and 25.2 % for the second quarter of 2005. Gross profit on this product line is expected to increase to the low to mid 30% range by the second half of 2006 as the Company generates increased sales in this segment and the joint venture in India becomes fully operational.

 

Selling, general and administrative expenses increased by 13.2 % to $2.5 million, or 35.7 % of sales, for the quarter from $2.2 million, or 34.5 % of sales for the quarter ended December 31, 2004. This was primarily the result of increased Engineered Products expenses, increased rent and utilities expense, increased travel expenses and increased factory indirect expenses. Management believes it has the

 



 

necessary infrastructure required to substantially grow revenue and accordingly expects operating expenses to remain fairly stable for the coming twelve months, despite planned revenue growth.

 

Income from operations decreased by 40.3% to $478,000 for the quarter compared to income from operations of $801,000 for the fourth quarter last year. The decrease was due to a shift in product mix, which included a higher contribution from our lower-margin engineered products and a reduction in sales in our core apparel business. Net income for the fourth quarter was $309,000, or $0.01 per fully diluted share, compared to net income of $556,000, or $0.02 per fully diluted share for the quarter ended December 31, 2004.

 

In 2006 the Company will introduce two new apparel product lines targeted to the industrial and clean room marketplace. Comfortech™, the first product, has been under development for two years and is a new technically superior and lower cost line of non-breathable material used in coveralls, gowns, lab coats and other apparel products for the pharmaceutical, medical device and lab animal research markets. The second is the Comfortech Certified™ product line which is targeted for manufacturing facilities and other applications where reducing bio-contamination is a priority. The Company has received beta orders for the Comfortech™ product during the first quarter of 2006 and expects to receive initial orders during the second quarter of 2006. Based on initial customer indications, management expects both of these products to begin to contribute more meaningfully to revenue during the second half of 2006.

 

Al Millar, President of Alpha Pro Tech commented, “We continued to grow our top line while maintaining the appropriate operating expense controls to deliver profitable results. During the fourth quarter we witnessed a decline in orders from our largest apparel distributor, however, sales to their end users remained fairly consistent with prior quarters. Based on initial indications, we anticipate this distributor will return to more normalized ordering patterns in the latter part of the first quarter of 2006.”

 

For the year ended December 31, 2005, sales increased 25.2 % or $6.3 million to $31.1 million from $24.8 million reported for 2004. The increase was due primarily to $4.7 million in incremental sales from Engineered Products, specifically construction supply weatherization products which was a new segment in 2005 and a $1.7 million or 9.3% increase in sales of Disposable Protective Apparel. Infection Control segment sales for the year were flat year-over-year at $5.1 million. Discounting the $600,000 one-time sale of N-95 masks during the second quarter of 2004, sales in this segment would have increased approximately 14% on a comparable basis. Extended Care products decreased by 6.7% or $0.1 million to $1.8 million as the Company experienced softness in the sale of medical bed pads. This segment is not expected to be a growth area for the Company.

 

Gross profit margin decreased to 45.5 % for the year from 49.5 % for the same period in 2004. Excluding Engineered Products, gross profit margin was 49.1 % for the year ended December 31, 2005 compared to 49.5 % for the same period of 2004, in line with the Company’s gross profit margin for 2004.

 

Selling, general and administrative expenses increased by 9.8 % to $9.8 million for the year, representing 31.5 % of sales, compared to $8.9 million, or 35.9 % of sales, for the year ended December 31, 2004. The increase in absolute dollars was primarily related to increased expenses of $802,000 for the Engineered Products segment.

 

Depreciation and amortization expense decreased by 3.5 % to $499,000 for the year ended December 31, 2005 from $517,000 for the same period in 2004.

 

Income from operations increased by 35.4 % to $3.9 million for the year from $2.8 million last year due primarily to an increase in gross profit of $1.9 million partially offset by an increase in selling, general

 



 

and administrative expenses of $0.9 million. Net income for the year ended December 31, 2005 was up 32.6% to $2.5 million, or $0.10 per fully diluted share (based on 25.2 million fully diluted shares) compared to net income of $1.8 million, or $0.08 per fully diluted shares (based on 24.6 million fully diluted shares) for fiscal 2004.

 

The balance sheet continues to remain strong with a current ratio of 6.51 to 1 as of December 31, 2005. Additionally at year end, the company reported no long-term debt, and shareholders’ equity improved to $18.6 million from $15.7 million on December 31, 2004. As of December 31, 2005, the Company had cash and cash equivalents of $1.2 million and working capital of $14.2 million. The Company’s cash position increased by $0.9 million from the third quarter, primarily related to a reduction in accounts receivable. The Company has a $3.5 million dollar line of credit of which almost all is still available.

 

“We see significant growth opportunities for both our core Disposable Protective Apparel business in addition to our Engineered Products Division as we further penetrate each market respectively with new and innovative products,” Mr. Millar continued. “Our Miami Dade Certification received in October 2005 validates the integrity of our Engineered Products offering and helps to clear the way for Perma R to increase sales in the geographic areas where their customers are located. Additionally, the Comfortech™ line of products should bolster our Disposable Protective Apparel sales in 2006 as we look to capture incremental market share.”

 

About Alpha Pro Tech, Ltd.

 

Alpha Pro Tech develops, manufactures and markets innovative disposable and limited-use protective apparel products for the industrial, clean room, medical and dental markets. In addition, Alpha ProTech Engineered Products, Inc. manufactures and markets a line of construction weatherization products, including building wrap, roof underlayment and mold resistant framing sealant.. The Company has manufacturing facilities in Salt Lake City, Utah; Nogales, Arizona; Janesville, Wisconsin; and Valdosta, Georgia. For more information and copies of all news releases and financials, visit Alpha Pro Tech’s Website at http://www.alphaprotech.com.

 

The Private Securities Litigation Reform Act of 1995 (“Act”) provides a safe harbor for forward-looking information made on behalf of the Company. 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.

 

# # #

 

- tables follow –

 



 

Alpha ProTech, Ltd.

Consolidated Statement of Operations

 

 

 

For the Three Months Ended
December 31,

 

For the Year Ended
December 31,

 

 

 

(unaudited)

 

 

 

 

 

 

 

2005

 

2004

 

2005

 

2004

 

Sales

 

$

7,017,000

 

$

6,413,000

 

$

31,095,000

 

$

24,841,000

 

 

 

 

 

 

 

 

 

 

 

Cost of goods sold, excluding depreciation and amortization

 

3,908,000

 

3,274,000

 

16,948,000

 

12,555,000

 

 

 

 

 

 

 

 

 

 

 

Gross margin

 

3,109,000

 

3,139,000

 

14,147,000

 

12,286,000

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

2,507,000

 

2,214,000

 

9,796,000

 

8,925,000

 

Depreciation and amortization

 

124,000

 

124,000

 

499,000

 

517,000

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

478,000

 

801,000

 

3,852,000

 

2,844,000

 

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

Equity in income (loss) of unconsolidated affiliates

 

(16,000

)

 

(16,000

)

 

Gain on sale of assets

 

 

 

 

7,000

 

Interest, net

 

 

11,000

 

24,000

 

7,000

 

 

 

 

 

 

 

 

 

 

 

Income before provision for income taxes

 

462,000

 

812,000

 

3,860,000

 

2,858,000

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

153,000

 

256,000

 

1,410,000

 

1,011,000

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

309,000

 

$

556,000

 

$

2,450,000

 

$

1,847,000

 

 

 

 

 

 

 

 

 

 

 

Basic net income per share

 

$

0.01

 

$

0.02

 

$

0.10

 

$

0.08

 

 

 

 

 

 

 

 

 

 

 

Diluted net income per share

 

$

0.01

 

$

0.02

 

$

0.10

 

$

0.08

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average shares outstanding

 

23,731,350

 

23,435,038

 

23,684,229

 

23,215,809

 

 

 

 

 

 

 

 

 

 

 

Diluted weighted average shares outstanding

 

25,522,533

 

24,608,146

 

25,247,236

 

24,624,613

 

 

BALANCE SHEET HIGHLIGHTS

 

 

 

December 31st

 

December 31st

 

 

 

2005

 

2004

 

Cash

 

$

1,163,000

 

$

4,875,000

 

Total Current Assets

 

$

16,761,000

 

$

15,348,000

 

Net Property and Equipment

 

$

3,389,000

 

$

3,256,000

 

Total Assets

 

$

21,871,000

 

$

18,789,000

 

 

 

 

 

 

 

Total Current Liabilities

 

$

2,576,000

 

$

2,437,000

 

Total Liabilities

 

$

3,228,000

 

$

3,089,000

 

Shareholder’s Equity

 

$

18,643,000

 

$

15,700,000

 

Total Liabilities and Equity

 

$

21,871,000

 

$

18,789,000

 

 


 

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