ALPHA PRO TECH LTD — Interim / Quarterly Report 2004

Aug 6, 2004

10-Q 1 a04-8898_110q.htm 10-Q

*SECURITIES AND EXCHANGE COMMISSION*

*WASHINGTON, D.C. 20549*

*FORM 10-Q*

*Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934*

*For the Quarter Ended June 30, 2004*

*Commission File No. 0-19893*

*Alpha Pro Tech, Ltd.*

(exact name of registrant as specified in its charter)

| Delaware,
U.S.A. | 63-1009183 |
| --- | --- |
| (State or other
jurisdiction of incorporation) | (I.R.S. Employer
Identification No.) |
| Suite
112, 60 Centurian Drive Markham, Ontario, Canada | L3R
9R2 |
| (Address of principal
executive offices) | (Zip Code) |

Registrant’s telephone number, including area code: *(905) 479-0654*

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 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 ý No o

Indicate by check mark whether the registrant is an accelerated filer ( as defined in Rule 12b-2 of the Exchange Act).

Yes o No ý

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of August 2, 2004.

23,043,953 Shares of Common stock, $.01 par value

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*Alpha Pro Tech, Ltd.*

Table of Contents

PART I.	FINANCIAL INFORMATION
ITEM 1	Consolidated Financial
Statements (Unaudited)
	a)	Consolidated
Balance Sheets - June 30, 2004 and December 31, 2003
	b)	Consolidated
Statements of Operations for the three and six months ended June 30, 2004 and
June 30, 2003
	c)	Consolidated
Statement of Shareholders’ Equity for the six months ended June 30, 2004
	d)	Consolidated
Statements of Cash Flows for the six months ended June 30, 2004 and June 30,
2003
	e)	Notes
to Consolidated Financial Statements
ITEM
2	Management’s
Discussion and Analysis of Financial Condition and Results of Operations
	New
Accounting Standards
	Cautionary
Statements Regarding Forward-Looking Information
ITEM
3	Quantitative
and Qualitative Disclosures About Market Risk
ITEM 4	Controls and Procedures
PART II.	OTHER INFORMATION]
ITEM
5	Submission
of Matters to a Vote Security Holders
ITEM 6	Exhibits and
Reports on Form 8-K
SIGNATURES
EXHIBITS
	Exhibit
31.1:	Certification by CEO
pursuant to Rule 13a-14(b) and Rule 15d-14(b) of the Exchange Act (filed
herewith)
	Exhibit
31.2:	Certification by CFO
pursuant to Rule 13a-14(b) and Rule 15d-14(b) of the Exchange Act (filed
herewith)
	Exhibit
32.1:	Certification by CEO
pursuant to Section 906 of the Sarbanes-Oxley Act (filed herewith)
	Exhibit
32.2:	Certification by CFO
pursuant to Section 906 of the Sarbanes-Oxley Act (filed herewith)

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*Alpha Pro Tech, Ltd.*

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

We have prepared the following unaudited interim consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to these rules and regulations.

You should read the following unaudited interim consolidated financial statements and the accompanying notes together with our Annual Report on Form 10-K for the year ended December 31, 2003. Our 2003 Annual Report contains information that may be helpful in analyzing the financial information contained in this report and in comparing our results of operations for the three months ended June 30, 2004 with the same period in 2003.

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*Alpha Pro Tech, Ltd.*

Consolidated Balance Sheets (Unaudited)

	June 30, 2004		December 31, 2003 (1)
Assets
Current assets:
Cash and cash equivalents	$ 3,008,000		$ 3,427,000
Accounts receivable, net of allowance for doubtful
accounts of $69,000 at June 30, 2004
and December 31, 2003	3,310,000		2,707,000
Inventories, net	5,723,000		6,015,000
Prepaid expenses and other current assets	836,000		245,000
Deferred income taxes	362,000		362,000
Total current assets	13,239,000		12,756,000
Property and equipment, net	3,008,000		3,166,000
Goodwill	55,000		55,000
Intangible assets, net	140,000		119,000
Total assets	$ 16,442,000		$ 16,096,000
Liabilities and Shareholders’
Equity
Current liabilities:
Accounts payable	1,212,000		$ 956,000
Accrued liabilities	655,000		1,539,000
Total current liabilities	1,867,000		2,495,000
Deferred income taxes	574,000		574,000
Total liabilities	2,441,000		3,069,000
Shareholders’ equity
Common stock, $.01 par value, 50,000,000 shares
authorized, 23,044,907 and 22,727,907 issued and outstanding at June 30, 2004
and December 31, 2003, respectively	230,000		227,000
Additional paid-in capital	23,429,000		23,375,000
Accumulated deficit	(9,658,000	)	(10,575,000	)
Total shareholders’ equity	14,001,000		13,027,000
Total liabilities and shareholders’ equity	$ 16,442,000		$ 16,096,000

(1) The condensed consolidated balance sheet as of December 31, 2003 has been prepared using information form the audited financial statements at that date.

The accompanying notes are an integral part of these consolidated financial statements.

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*Alpha Pro Tech, Ltd.*

Consolidated Statements of Operations (Unaudited)

	For the Three Months Ended June 30, — 2004		2003		For the Six Months Ended June 30, — 2004		2003
Sales	$ 6,748,000		$ 8,895,000		$ 12,601,000		$ 14,251,000
Cost of goods sold, excluding depreciation and
amortization	3,508,000		4,119,000		6,371,000		6,749,000
Gross margin	3,240,000		4,776,000		6,230,000		7,502,000
Expenses:
Selling, general and administrative	2,398,000		2,418,000		4,513,000		4,285,000
Depreciation and amortization	135,000		123,000		267,000		243,000
Income from operations	707,000		2,235,000		1,450,000		2,974,000
Other income (expense)
Gain on sale of assets	7,000		—		7,000		—
Interest, net	(2,000	)	(17,000	)	(3,000	)	(16,000	)
Income before provision for income taxes	712,000		2,218,000		1,454,000		2,958,000
Provision for income taxes	262,000		854,000		537,000		1,129,000
Net income	$ 450,000		$ 1,364,000		$ 917,000		$ 1,829,000
Basic net income per share	$ 0.02		$ 0.06		$ 0.04		$ 0.08
Diluted net income per share	$ 0.02		$ 0.06		$ 0.04		$ 0.08
Basic weighted average shares outstanding	23,087,599		22,398,063		23,278,768		22,430,679
Diluted weighted average shares outstanding	24,567,552		24,557,002		24,911,324		23,766,151

The accompanying notes are an integral part of these consolidated financial statements.

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*Alpha Pro Tech, Ltd.*

Consolidated Statement of Shareholders’ Equity (Unaudited)

Balance at December 31, 2003	Shares — 22,727,907		Common Stock — $ 227,000		Additional Paid-in Capital — $ 23,375,000		Accumulated Deficit — ($10,575,000	)	Total — $ 13,027,000
Stock options exercised	422,000		4,000		247,000		—		251,000
Common stock repurchased	(105,000	)	(1,000	)	(193,000	)	—		(194,000	)
Net income							917,000		917,000
Balance at June 30, 2004	23,044,907		$ 230,000		$ 23,429,000		($9,658,000	)	$ 14,001,000

The accompanying notes are an integral part of these consolidated financial statements

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*Alpha Pro Tech, Ltd.*

Consolidated Statements of Cash Flows (Unaudited)

	For the Six months Ended June 30, — 2004		2003
Cash Flows From Operating
Activities:
Net income	$ 917,000		$ 1,829,000
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization	267,000		243,000
Gain on sale of assets	(7,000	)	—
Changes in assets and liabilities:
Accounts receivable, net	(603,000	)	(2,533,000	)
Inventories, net	292,000		(1,230,000	)
Prepaid expenses and other current assets	(591,000	)	(19,000	)
Accounts payable and accrued liabilities	(628,000	)	1,825,000
Net cash provided by (used in) operating activities:	(353,000	)	115,000
Cash Flows From Investing
Activities:
Proceeds from related party loans	—		70,000
Purchase of property and equipment	(105,000	)	(245,000	)
Proceeds from sale of assets	16,000		—
Purchase of intangible assets	(34,000	)	(8,000	)
Net cash used in investing activities	(123,000	)	(183,000	)
Cash Flows From Financing
Activities:
Payments on notes payable	—		(415,000	)
Proceeds from the exercise of stock options	251,000		94,000
Payments for the repurchase of common stock	(194,000	)	(274,000	)
Net cash provided by (used in) financing activities	57,000		(595,000	)
Decrease in cash during the period	(419,000	)	(663,000	)
Cash and cash equivalents, beginning of period	3,427,000		2,879,000
Cash and cash equivalents, end of period	$ 3,008,000		$ 2,216,000

The accompanying notes are an integral part of these consolidated financial statements.

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*Alpha Pro Tech, Ltd.*

Notes to Consolidated Financial Statements (Unaudited)

*1. The Company*

Alpha Pro Tech, Ltd. (the “Company”) manufactures and distributes a variety of disposable mask, shield, shoe cover, apparel and wound care products. Most of the Company’s disposable apparel, mask and shield products, and wound care products are distributed to medical, dental, industrial safety and clean room markets, predominantly in the United States of America.

*2. Basis of Presentation*

The interim financial information included herein 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. The consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2003, which are included in our Annual Report on Form 10-K for the year ended December 31, 2003 (“2003 10-K”). The results of operations for the three and six months ended June 30, 2004 are not necessarily indicative of the results to be expected for the full year. The consolidated balance sheet at December 31, 2003 was extracted from the audited consolidated financial statements contained in the 2003 10-K and does not include all disclosures required by accounting principles generally accepted in the United States of America for annual consolidated financial statements.

Certain amounts for prior periods have been reclassified to be consistent with the 2004 presentation. Such reclassifications had no effect on total assets, total liabilities, shareholders’ equity or net income.

*3. Stock Based Compensation*

Accounting for Stock-based Compensation . The Company maintains a stock option plan under which the Company may grant incentive stock options and non-qualified stock options to employees and non-employee directors. Stock options have been granted with exercise prices at or above the fair market value on the date of grant. Options vest and expire according to terms established at the grant date.

The Company accounts for stock options granted using Accounting Principles Board (“APB”) Opinion 25. Accordingly, no compensation cost has been recognized for its fixed stock option plans. Had compensation cost for the Company’s stock-based compensation plans been determined based on the fair value at the grant dates for awards under those plans consistent with SFAS No. 123 “Accounting for Stock-Based Compensation”, as amended by SFAS No. 148 “Accounting for Stock-Based Compensation-transition and disclosure” to its stock based employee compensation, the Company’s net income and net income per common share would have changed to the pro forma amounts indicated below:

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	For the Three Months Ended June 30, — 2004	2003	For the Six Months Ended June 30, — 2004	2003
Net income, as reported	$ 450,000	$ 1,364,000	$ 917,000	$ 1,829,000
Add: Total
stock-based employee compensation expense included in reported net income,
net of related tax effects	—	—	—	—
Deduct: Total
stock-based employee compensation expense determined using the fair value
method for all rewards, net of related tax effects	—	—	—	—
Pro forma net income	$ 450,000	$ 1,364,000	$ 917,000	$ 1,829,000
Net income per share:
Basic - as reported	$ 0.02	$ 0.06	$ 0.04	$ 0.08
Basic - pro forma	0.02	0.06	0.04	0.08
Diluted – as reported	0.02	0.06	0.04	0.08
Diluted - pro forma	0.02	0.06	0.04	0.08

*4. New* Accounting Standards

The Company has reviewed all recently issued accounting standards which have not yet been adopted in order to determine their potential effect, if any, on the results of operations or financial position of Alpha Pro Tech. Based on that review, Alpha Pro Tech does not currently believe that any of these recent accounting pronouncements will have a significant effect on its current or future financial position, results of operations, cash flows or disclosures. .

*5. Inventories*

Inventories consist of the following:

Raw materials	June 30, 2004 — $ 3,211,000		December 31, 2003 — $ 3,174,000
Work in process	81,000		44,000
Finished goods	2,817,000		3,183,000
	6,109,000		6,401,000
Less reserve for slow-moving, obsolete or unusable
inventory	(386,000	)	(386,000	)
	$ 5,723,000		$ 6,015,000

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*6. Accrued Liabilities*

The following table represents the components of accrued liabilities.

	June 30, 2004	December 31, 2003
Income taxes payable	$ —	$ 480,000
Bonuses payable	254,000	737,000
Accrued payroll	144,000	148,000
Accrued rebates and other	257,000	174,000
	$ 655,000	$ 1,539,000

*7. Basic and Diluted Net Income Per Share*

The following table provides a reconciliation of both the net income and the number of shares used in the computation of “basic” earnings per share (EPS), which utilizes the weighted average number of shares outstanding without regard to potential shares, and “diluted” EPS, which includes all such dilutive shares.

	For the Three Months Ended June 30, — 2004	2003	For the Six Months Ended June 30, — 2004	2003
Net income
(Numerator)	$ 450,000	$ 1,364,000	$ 917,000	$ 1,829,000
Shares (Denominator):
Basic weighted average shares outstanding	23,087,599	22,398,063	23,278,768	22,430,679
Add: Dilutive effect of stock options and warrants	1,479,953	2,158,939	1,632,556	1,335,472
Diluted weighted average shares outstanding	24,567,552	24,557,002	24,911,324	23,766,151
Net income
per share:
Basic	$ 0.02	$ 0.06	$ 0.04	$ 0.08
Diluted	$ 0.02	$ 0.06	$ 0.04	$ 0.08

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*8. Activity of Business Segments*

The Company operates through three segments: Apparel, consisting of a complete line of disposable clothing such as coveralls, frocks, lab coats, hoods, bouffant caps and shoe covers; Mask and shields, consisting principally of medical, dental and industrial masks and eye shields; and Extended Care, consisting principally of fleece and other related products which includes a line of pet beds.

The accounting policies of the segments are the same as those described in the “Summary of Significant Accounting Policies” in the Company’s Form 10-K for the year ended December 31, 2003. Segment data excludes charges allocated to head office and corporate sales/marketing departments and income taxes. The Company evaluates the performance of its segments and allocates resources to them based primarily on net sales.

The following table shows net sales for each segment for the three and six months ended June 30, 2004 and 2003:

	For the Three Months Ended June 30, — 2004	2003	For the Six Months Ended June 30, — 2004	2003
Apparel	$ 4,737,000	$ 3,996,000	$ 8,830,000	$ 7,466,000
Mask and shield	1,620,000	4,544,000	2,836,000	5,881,000
Extended care	391,000	355,000	935,000	904,000
Consolidated total net sales	$ 6,748,000	$ 8,895,000	$ 12,601,000	$ 14,251,000

The following table shows the reconciliation of total segment income to total consolidated net income for the three and six months ended June 30, 2004 and 2003:

	For the Three Months Ended June 30, — 2004		2003		For the Six Months Ended June 30, — 2004		2003
Apparel	$ 1,538,000		$ 1,252,000		$ 3,097,000		$ 2,261,000
Mask and shield	632,000		2,482,000		1,032,000		3,027,000
Extended care	41,000		30,000		137,000		135,000
Total segment income	2,211,000		3,764,000		4,266,000		5,423,000
Unallocated corporate overhead expenses	(1,499,000	)	(1,546,000	)	(2,812,000	)	(2,465,000	)
Provision for income taxes	(262,000	)	(854,000	)	(537,000	)	(1,129,000	)
Consolidated net income	$ 450,000		$ 1,364,000		$ 917,000		$ 1,829,000

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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 consolidated financial statements and the notes to our consolidated financial statements, which appear elsewhere in this report.

*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 disposable protective apparel and consumer products for the cleanroom, industrial, medical, dental and consumer markets. Our products are sold under the “Alpha Pro Tech” brand name as well as sold for use under private label.

Our products are classified into four groups: Disposable protective apparel, consisting of a complete line of shoecovers, headcovers, gowns, coveralls and lab coats; infection control products consisting of a line of face masks and face shields; extended care products consisting of a line of mattress overlays, wheelchair covers, geriatric chair surfaces, operating room table surfaces and pediatric surfaces; and consumer products consisting of a line of pet bedding and pet toys.

Our products are sold through three segments. The Apparel segment, consisting of disposable protective apparel; the Mask and Shield segment, consisting of infection control products; and the Extended Care segment, consisting of extended care products and consumer products.

Our target markets are pharmaceutical manufacturing, bio-pharmaceutical manufacturing and medical device manufacturing, lab animal research, high technology electronics manufacturing which includes the semi-conductor market, as well as medical and dental markets. Our products are used primarily in cleanrooms, industrial safety manufacturing environments and health care facilities such as hospitals, laboratories and dental offices. 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.

A new fourth business segment, Engineered Products, was announced during the second quarter 2004 with the formation of Alpha ProTech Engineered Products, Inc., a wholly-owned subsidiary. This Engineered Products segment will consist of a line of construction supply weatherization products as well as a line of paint with antimicrobials. The construction supply weatherization products will consist of building wrap and a synthetic roof underlayment. This line of products is a natural extension of our core capabilities: creating proprietary products designed to protect people and environments. Our expertise has now allowed us to create unique and improved materials which will protect homes and offices from the environment and nature’s elements, while improving efficiencies and reducing expenses for contractors and homebuilders. The building wrap will offer a weather resistant barrier and lower energy consumption costs. The proprietary synthetic roof underlayment has the ability to resist the environment, as opposed to conventional roofing underlayment that are prone to rapid degradation and mold growth.

The line of paint with antimicrobials will inhibit growth of bacteria, fungi and algae on the painted surfaces in hospitals, surgical rooms, cleanrooms and associated controlled environments. We have an existing exclusive licensing agreement for the proprietary antimicrobial formulation to be used in the paint. This product will fulfill a key need in cleanrooms and hospitals and in addition it will reduce their operational costs while preserving environmental safety.

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We expect to begin manufacturing and distributing these new Engineered Products in the fourth quarter of 2004. The Engineered Products segment is expected to contribute significantly to revenue growth in 2005.

We are also focused on appreciably improving sales in our current core business. Our key sales growth strategies for our core business are based upon an innovative strategy of developing innovative products to suit individual end users true needs and on investing in additional sales personnel. As we gain market share, we will invest in additional sales personnel. In 2004, we have started to experience some positive results from these growth strategies and expect sales growth to improve in the coming quarters.

Our results of operations last year were significantly influenced by the outbreak of Severe Acute Respiratory Syndrome (“SARS”). During the second quarter last year, we had approximately $3 million of non-core SARS related N-95 Respiratory mask and eye shield sales, which accounted for approximately one-third of our revenue during the quarter. Sales in the second quarter of 2004 decreased by $2.1 million or 24.1%.

Excluding the non-core sales related to SARS last year, we have experienced core sales growth of 14.5% for the three months ended June 30, 2004. We believe that we have assembled a strong sales team and that our core business sales growth will improve.

Gross profit margin slipped to 48.0% in the second quarter of 2004. This is primarily due to the higher gross profit on the SARS related sales in the second quarter last year. Gross profit was also adversely affected by severance payments made on the closing of our Benjamin Hill, Mexico facility during the second quarter of 2004. Over the past two years we have been moving production to more profitable manufacturing in China. We are retaining some manufacturing in Mexico through a sub-contractor. Additional start-up costs were incurred in the second quarter in relation to the new contractor.

Net income for the quarter was $450,000 compared to $1,364,000 for the same quarter last year. Net income in the second quarter last year was impacted positively by the non-core $3 million SARS related sales. Net income in the second quarter of 2004, was negatively affected by expenses of $120,000 in relation to severance payments on closing our Benjamin Hill, Mexico facility and start-up costs from our new third party contractor in Mexico.

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*RESULTS OF OPERATIONS*

*Three months and six months ended June 30, 2004, compared to the three and six months ended June 30, 2003*

Alpha Pro Tech, Ltd. (“Alpha” or the “Company”) reported net income for the quarter ended June 30, 2004 of $450,000 as compared to $1,364,000 for the quarter ended June 30, 2003, representing a decrease of $914,000 or 67.0%. The decrease is attributable to a decrease in gross profit of $1,536,000, an increase in depreciation and amortization of $12,000, partially offset by a decrease in selling, general and administrative expenses of $20,000, a decrease in net interest expense of $15,000, an increase in gain on sale of assets of $7,000 and a decrease in income taxes of $592,000.

Net income in the second quarter of 2004, was adversely affected by severance payments on closing our Benjamin Hill, Mexico facility and on start-up costs from our new third party contractor in Mexico, totaling $120,000. Also, the decline of $1,536,000 in gross profit for the three months ended June 30, 2004 as compared to the same period of 2003 is primarily the result of the $3 million of non-core SARS related sales in the second quarter of 2003.

*Sales.* Consolidated sales for the quarter ended June 30, 2004 decreased to $6,748,000 from $8,895,000 for the quarter ended June 30, 2003, representing a decrease of $2,147,000 or 24.1%. Sales in the second quarter of last year were significantly affected by the SARS outbreak. Excluding the $3 million non-core SARS related sales during the second quarter of 2003, our core business grew by $853,000 or 14.5% to $6,748,000 for the quarter ended June 30, 2004 from $5,895,00 for the same period in 2003. We attribute this 14.5% core business increase primarily to sales to the Pharmaceutical and cleanroom industry and to a lesser extent sales to the industrial safety industry.

Sales for the Apparel Division for the quarter ended June 30, 2004 were $4,737,000 compared to $3,996,000 for the same period of 2003, an increase of $741,000 or 18.5%. The Apparel sales increase is due to higher sales to the pharmaceutical and cleanroom industry and to lesser extent sales to the industrial safety industry. We expect long-term growth in this segment as we continue to gain a stronger presence in these markets.

Mask and eye shield sales for the quarter ended June 30, 2004 decreased by $2,924,000 or 64.3% to $1,620,000 from $4,544,000 in the same period of 2003. The decrease is primarily the result of $3 million of N-95 Particulate Respirator mask and eye shield sales in the second quarter of last year related to the SARS outbreak. Excluding these non-core SARS sales, mask and eye shield sales were up 4.9% for the quarter ended June 30, 2004.

Sales of the Company’s Extended Care Unreal Lambskin and other related products, which includes a line of pet beds, increased by $36,000 or 10.1% to $391,000 for the quarter ended June 30, 2004 from $355,000 for the quarter ended June 30, 2003. This increase of $36,000 in sales is primarily the result of an increase in medical pad sales.

Consolidated sales for the six months ended June 30, 2004 decreased to $12,601,000 from $14,251,000 for the six months ended June 30, 2003, representing a decrease of $1,650,000 or 11.6%. Excluding the $3 million non-core SARS related sales during the second quarter of 2003, our core business grew by $1,350,000 or 12.0% to $12,601,000 for the six months ended June 30, 2004 from $11,251,000 for the same period in 2003. We attribute this core business increase primarily to sales to the Pharmaceutical and cleanroom industry and to a lesser extent sales to the industrial safety industry.

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Sales for the Apparel Division for the six months ended June 30, 2004 were $8,830,000 compared to $7,466,000 for the same period of 2003, an increase of $1,364,000 or 18.3%. The Apparel sales increase is due to higher sales to the pharmaceutical and cleanroom industry and to a lesser extent sales to the industrial safety industry. We expect continued long-term growth in this segment.

Mask and eye shield sales for the six months ended June 30, 2004 decreased by $3,045,000 or 51.8% to $2,836,000 from $5,881,000 in the same period of 2003. The decrease is primarily the result of $3 million of N-95 Particulate Respirator mask and eye shield sales in the second quarter of last year related to the SARS outbreak. Excluding the $3 million in SARS related sales in 2003, mask and eye shield sales in 2004 are basically flat as compared to sales in 2003.

Sales of the Company’s Extended Care Unreal Lambskin and other related products, which includes a line of pet beds, increased by $31,000 or 3.4% to $935,000 for the six months ended June 30, 2004 from $904,000 for the quarter ended June 30, 2003. This increase of $31,000 in sales is primarily the result of an increase in pet bed sales.

*Cost of Goods Sold.* Cost of goods sold, excluding depreciation and amortization, decreased to $3,508,000 for the quarter ended June 30, 2004 from $4,119,000 for the same period in 2003. Gross profit margin decreased to 48.0% for the quarter ended June 30, 2004 from 53.7% for the same period in 2003. For the six months ended June 30, 2004 as compared to the same period in 2003, cost of goods sold decreased to $6,371,000 from $6,749,000. Gross profit margin decreased to 49.4% from 52.6% for the six months ended June 30, 2004 as compared to 2003.

The decrease in gross profit margin for the three and six months ended June 30, 2004 as compared to the same period of 2003 is due primarily to higher gross profit margin on the $3 million SARS related sales in the second quarter of last year. Gross profit was also adversely affected by severance payments made on the closing of our Benjamin Hill, Mexico facility during the second quarter of 2004 as well as start-up costs from our new third party contractor in Mexico, totaling $68,000.

Gross profit margin excluding the non-recurring $68,000 in costs, would have been 49.0% and 50.0% for the three and six months ended June 30, 2004 respectively.

Management expects that gross profit margins should remain strong for the balance of 2004.

*Selling, General and Administrative Expenses.* Selling, general and administrative expenses decreased by $20,000 or 0.8% to $2,398,000 for the quarter ended June 30, 2004 from $2,418,000 for the quarter ended June 30, 2003. The decrease in selling, general and administrative expenses primarily consists of a decreased accrual for the executive bonus program of $168,000, decreased foreign exchange loss of $49,000, decreased credit card processing expense of $15,000, decreased public company expense of $9,000, decreased insurance expense of $9,000 and decreased miscellaneous expenses of $6,000, partially offset by increased other payroll costs of $84,000, increased travel of $53,000, increased marketing and commission expenses of $30,000, increased rent and utilities expense of $37,000 and increased professional fees of $32,000. Of the $84,000 increase in other payroll costs,, $52,000 was factory indirect severance payments made on the closing of our Benjamin Hill, Mexico facility during the quarter.

Selling, general and administrative expenses increased by $228,000 or 5.3% to $4,513,000 for the six months ended June 30, 2004 from $4,285,000 for the six months ended June 30, 2003. The increase in selling, general and administrative expenses primarily consists of increased payroll costs of $212,000, of which $52,000 is for severance payments on the closing of our Benjamin Hill, Mexico facility, increased marketing and commission expenses of $57,000, increased travel of $85,000, increased rent and utilities

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expense of $69,000 and increased professional fees of $21,000 and increased miscellaneous expenses of $2,000, partially offset by a decreased accrual for the executive bonus program of $168,000, decreased public company expense of $35,000, decreased credit card processing expense of $15,000

The increase in payroll related costs is largely due to the addition of sales and marketing personnel. Management expects that these additional sales personnel will yield improved sales results in the upcoming quarters.

*Depreciation and Amortization.* Depreciation and amortization expense increased by $12,000 to $135,000 for the quarter ended June 30, 2004 from $123,000 for the same period in 2003 and increased by $24,000 to $267,000 for the six months ended June 30, 2004 compared to the same period in 2003. The increase is primarily attributable to mask machine additions and the purchase of computer equipment

*Income from Operations.* Income from operations decreased by $1,528,000 or 68.4%, to $707,000 for the quarter ended June 30, 2004 as compared to income from operations of $2,235,000 for the quarter ended June 30, 2003. The decrease in income from operations is primarily due to a decrease in gross profit of $1,536,000 and an increase in depreciation and amortization of $12,000, partially offset by a decrease in selling, general and administrative expenses of $20,000,

Income from operations decreased by $1,524,000 or 51.2%, to $1,450,000 for the six months ended June 30, 2004 as compared to income from operations of $2,974,000 for the six months ended June 30, 2003. The decrease in income from operations is primarily due to a decrease in gross profit of $1,272,000 and an increase in selling, general and administrative expenses of $228,000 and an increase in depreciation and amortization of $24,000

The decline in gross profit for the three and six months ended June 30, 2004 as compared to the same period of 2003, is primarily the result of the $3 million of non-core SARS related sales in the second quarter of 2003.

*Net Interest.* Net interest expense decreased by $15,000 to $2,000 for the quarter ended June 30, 2004 from net interest expense of $17,000 for the quarter ended June 30, 2003. The decrease in net interest expense is primarily due to lower interest charges during the second quarter of 2004 as we had additional interest charges due to paying off all of our notes payable during the second quarter 2003. Interest expense decreased by $15,000, to $3,000 for the quarter ended June 30, 2004 from $18,000 in the same period of 2003. Interest income remained flat at $1,000 for the quarter ended June 30, 2004 as compared to the same period of 2003.

Net interest expense decreased by $13,000 to $3,000 for the six months ended June 30, 2004 from net interest expense of $16,000 for the six months ended June 30, 2003. The decrease in net interest expense is primarily due to additional interest charges during the second quarter of 2003 for paying off all our notes payable, partially offset by decreased interest income. Interest expense decreased by $23,000, to $5,000 for the quarter ended June 30, 2004 from $28,000 in the same period of 2003. Interest income decreased by $10,000 to $2,000 for the six months ended June 30, 2004 from net interest income of $12,000 for the six months ended June 30, 2004 as compared to the same period of 2003.

*Income Before Provision for Income Taxes.* Income before provision for income taxes for the quarter ended June 30, 2004 was $712,000 as compared to $2,218,000 for the quarter ended June 30, 2003, representing a decrease of $1,506,000 or 67.9%. This decrease is attributable to a decrease in gross profit of $1,536,000, an increase in depreciation and amortization of $12,000; partially offset by a decrease in selling, general and administrative expenses of $20,000, an decrease in net interest expense of $15,000 and an increase in gain on assets of $7,000.

Income before provision for income taxes for six months ended June 30, 2004 was $1,454,000 as compared to $2,958,000 for the six months ended June 30, 2003, representing a decrease of $1,504,000 or 50.8%. This decrease is attributable to a decrease in gross profit of $1,272,000, an increase in

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depreciation and amortization of $24,000, an increase in selling, general and administrative expenses of $228,000, partially offset by a decrease in net interest expense of $13,000 and an increase in gain on assets of $7,000

As stated previously, the decline in gross profit for the three and six months ended June 30, 2004 as compared to the same period of 2003, is primarily the result of the $3 million of non-core SARS related sales in the second quarter of 2003.

*Provision for Income Taxes* The provision for income taxes for the three months and six ended June 30, 2004 was $262,000 and $537,000 , as compared to $854,000 and $1,129,000 for the three and six months ended June 30, 2003. The decrease in income taxes is due to lower income before provision for income taxes in 2004. The effective tax rate is approximately 37% for the six months ended June 30, 2004 as compared to approximately 38% for the same period of 2003.

*Net Income.* Net income for the quarter ended June 30, 2004 was $450,000 compared to net income of $1,364,000 for the quarter ended June 30, 2003, a decrease of $914,000 or 67.0%. The net income decrease of $914,000 is primarily comprised of a decrease in income from operations of $1,528,000, partially offset by a decrease in incomes taxes of $592,000.

Net income in the second quarter of 2004, was adversely affected by severance payments on closing our Benjamin Hill, Mexico facility and on start-up costs from our new third party contractor in Mexico, totaling $120,000. Net income in the same quarter last year was positively impacted by the non-core $3 million SARS related sales.

Net income for the six months ended June 30, 2004 was $917,000 compared to net income of $1,829,000 for the six months ended June 30, 2003, a decrease of $912,000 or 49.9%. The net income decrease of $912,000 is primarily comprised of a decrease in income from operations of $1,524,000, partially offset by a decrease in incomes taxes of $592,000

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*LIQUIDITY AND CAPITAL RESOURCES*

As of June 30, 2004, we had cash and cash equivalents of $3,008,000 and working capital of $11,372,000, an increase in working capital of $1,111,000 since December 31, 2003. Cash decreased by $419,000 for the six months ended June 30, 2004. The decrease in our cash is primarily due to cash used in operating activities and the purchase of property and equipment, partially offset by cash provided by financing activities.

We have a $3,500,000 credit facility with a bank, consisting of a line of credit with interest at prime plus 0.5%. At June 30, 2004, the prime interest rate was 4.0%. The line of credit was renewed in the second quarter of 2004 and expires May 2006. At June 30, 2004, our borrowing capacity on the line of credit was $3,093,000, which is based on a formula of accounts receivable and inventory. At June 30, 2004, we had not borrowed on this line of credit. As of June 30, 2004, we do not have any debt.

As shown below, at June 30, 2004, our contractual cash obligations totaled approximately $1,298,000.

*Contractual Obligations*

	Payments Due by Period — Total	Less than 1 Year	2-3 Years	4-5 Years	After 5 years
Operating leases	$ 1,298,000	$ 249,000	$ 728,000	$ 226,000	$ 95,000
Line of credit	—	—	—	—	—
Total contractual cash obligations	$ 1,298,000	$ 249,000	$ 728,000	$ 226,000	$ 95,000

The amount for the year ending December 31, 2004 includes only payments to be made after June 30, 2004.

Net cash used in operating activities was $353,000 for the six months ended June 30, 2004 as compared to $115,000 of cash provided by operations for the six months ended June 30, 2003. The increase in cash used in operating activities is primarily due to a decrease in net income, an increase in accounts receivable, an increase in prepaid expenses and other current assets and a decrease in accounts payable and accrued liabilities partially offset an increase in depreciation and amortization and a decrease in inventories.

Net cash used in investing activities was $123,000 and $183,000 for the six months ended June 30, 2004 and 2003, respectively. Our investing activities in 2004 consisted primarily of expenditures for property and equipment of $105,000, proceeds from the sale of fixed assets of $16,000 and the purchase of intangible assets of $34,000; as compared to expenditures for property and equipment of $245,000, the purchase of intangibles of $8,000 and offset by the proceeds from related party loan of $70,000 for the six months ended June 30, 2003.

The Company expects to purchase $450,000 of additional equipment in 2004. This expenditure will be primarily for equipment to be used by our new Engineered Products subsidiary.

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In March 2003, we announced that our Board of Directors had approved the buy-back of up to an additional $500,000 of the Company’s outstanding common stock. This new share repurchase program is the fifth $500,000 buyback authorized by the Board of Directors. In all instances, we are retiring the shares. For the six months ended June 30, 2004, we bought back a total of 105,000 common shares at a cost of $194,000. As of June 30, 2004, we have bought back a total of 2,213,800 common shares at a cost of $2,319,000 since the end of 1999.

During the six months ended June 30, 2004, cash provided by financing activities was $57,000 as compared to cash used in financing activities of $595,000 for the same period of 2003. Our financing activities in 2004 consisted primarily of cash proceeds of $251,000 from the exercise of stock options, partially offset by payments of $194,000 for the repurchase of common stock. Our financing activities in 2003 consisted primarily of net payments on our notes payable of $415,000 and payments of $274,000 for the repurchase of common stock, partially offset by the proceeds from the exercise of stock options of $94,000.

We believe that cash generated from operations, our current cash balance and the funds available under our credit facility, will be sufficient to satisfy our projected working capital and planned capital expenditures for the foreseeable future.

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*NEW ACCOUNTING STANDARDS*

Based on the Company’s review of new accounting standards released during the quarter ended June 30, 2004, the Company did not identify any standards requiring adoption that would have a significant impact on its consolidated financial statements.

*CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION*

Certain information set forth in this report contains “forward-looking statements” within the meaning of federal securities laws. These forward-looking statements are made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures 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. Additional forward-looking statements may be made by us from time to time. All such subsequent forward-looking statements, whether written or oral and whether made by or on behalf of us, are also expressly qualified by these cautionary statements.

Our forward-looking statements are based upon our current expectations and various assumptions. Our expectations, beliefs and projections are expressed in good faith and we believe there is a reasonable basis for them, including without limitation, management’s examination of historical operating trends, data contained in our records and other data available from third parties. However, we cannot assure you that management’s expectations, beliefs and projections will result or be achieved or accomplished. Our forward-looking statements apply only as of the date made. Except as required by law, we undertake no obligation to publicly update or revise forward-looking statements which may be made to reflect events or circumstances after the date made or to reflect the occurrence of unanticipated events.

We make available free of charge on our Internet website (http://www.alphaprotech.com) our most recent Annual Report on Form 10-K, our most recent Quarterly Report on Form 10-Q, any current reports on Form 8-K 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 report with the SEC. In addition, we provide electronic or paper copies of our filings free of charge upon request.

ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We manufacture some products in Mexico and subcontract the manufacture of some products in China. The Company’s results of operations could be negatively affected by factors such as changes in foreign currency exchange rates due to stronger economic conditions in those countries.

The Company doesn’t expect any significant effect on its results of operations from inflationary or interest and currency rate fluctuations. The Company does not hedge its interest rate or foreign exchange risks.

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*ITEM 4. CONTROLS AND PROCEDURES*

Disclosure Controls and Procedures

Our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934), as of June 30, 2004. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of June 30, 2004.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our fiscal quarter ended June 30, 2004, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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*PART II - OTHER INFORMATION*

*Item 5 Submission of Matters to a Vote of Security Holders*

(a) Registrant held its Annual Meeting of Shareholders June 8, 2004.

(b) The following persons were elected Directors pursuant to the votes indicated:

Name	For	Withheld
Sheldon Hoffman	19,698,299	824,512
Alexander Millar	19,698,299	824,512
Donald Bennett, Jr.	20,267,857	254,954
Robert Isaly	20,267,658	255,153
John Ritota	20,069,323	453,488
Russell Manock	20,267,858	254,953
David Anderson	20,267,858	254,953

(c) The 2004 Stock Option Plan was approved as follows:

For	Against	Abstain
7,632,755	1,738,590	71,631

(d) The only other matter to be voted upon was the ratification of the appointment of PricewaterhouseCoopers LLP as the Registrant’s independent accountants as follows:

For	Against	Abstain
20,304,143	201,010	17,658

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*ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K*

(a) Exhibits

31.1 Certification Pursuant to Rule 13a-14(b) and Rule 15d-14(b) of the Exchange Act, Signed by Chief Executive Officer (filed herewith)

31.2 Certification Pursuant to Rule 13a-14(b) and Rule 15d-14(b) of the Exchange Act, Signed by Chief Financial Officer (filed herewith)

32.1 Certification Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2003, Signed by Chief Executive Officer (filed herewith)

32.2 Certification Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2003, Signed by Chief Financial Officer (filed herewith)

(b) Reports on Form 8-K

No reports were filed on Form 8-K during the second quarter of 2004

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

DATE:	August 4, 2004	Alpha Pro Tech, Ltd.
		BY:	/s/ Sheldon Hoffman
			SHELDON HOFFMAN
			CHIEF EXECUTIVE OFFICER
		Alpha Pro Tech, Ltd.
DATE:	August 4, 2004	BY:	/s/ Lloyd Hoffman
			LLOYD HOFFMAN
			CHIEF FINANCIAL OFFICER

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