U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
X Quarterly report under Section 13 or 15(d) of the Securities
------- Exchange Act of 1934
For the quarterly period ended March 31, 2003
--------------
_______ Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from __________ to ___________
Commission File Number: 1-10526
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UNITED-GUARDIAN, INC.
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(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware 11-1719724
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
230 Marcus Boulevard., Hauppauge, New York 11788
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(Address of Principal Executive Offices)
(631) 273-0900
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(Issuer's Telephone Number, Including Area Code)
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(Former Name, Former Address and Former Fiscal Year, if Changed
Since Last Report)
Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12
months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No
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Cover Page 1 of 2 Pages
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act after
the distribution of securities under a plan confirmed by a court.
Yes _________ No ____________
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:
4,881,139
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Cover Page 2 of 2 Pages
UNITED-GUARDIAN, INC.
INDEX
Page No.
--------
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Income -
Three Months Ended March 31, 2003 and 2002.......... 2
Consolidated Balance Sheets -
March 31, 2003 and December 31, 2002................ 3-4
Consolidated Statements of Cash Flows -
Three Months Ended March 31, 2003 and 2002.......... 5
Consolidated Notes to Financial Statements................. 6-10
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations................. 10-13
Item 3. Controls and Procedures.................................... 13
Part II. OTHER INFORMATION
Item 1 - Legal Proceedings......................................... 13
Item 2 - Changes in Securities and Use of Proceeds................. 13
Item 3 - Defaults Upon Senior Securities........................... 13
Item 4 - Submission of Matters to a Vote of Security Holders....... 13
Item 5 - Other Information......................................... 13
Item 6 - Exhibits and Reports On Form 8-K ......................... 14
Signatures............................................................ 14
Certifications (Sarbanes-Oxley Act Section 302)....................... 15-17
Exhibits 99.1 and 99.2 (Sarbanes-Oxley Act Section 906
Certifications .................................................... 18
1
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
UNITED-GUARDIAN, INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
2003 2002
------ ------
Revenue:
Net sales $ 3,217,533 $ 2,382,448
---------- ----------
Costs and expenses:
Cost of sales 1,530,147 1,272,735
Operating Expenses 631,698 481,504
---------- ----------
2,161,845 1,754,239
---------- ----------
Income from operations 1,055,688 628,209
Other income (expense):
Investment income 39,241 49,624
Gain on sale of assets 500 79
---------- ----------
Income before income taxes 1,095,429 677,912
Provision for income taxes 392,000 240,000
--------- ---------
Net income $ 703,429 $ 437,912
========= =========
Earnings per common share (basic and diluted) $ 0.14 $ 0.09
========= =========
Weighted average shares - basic 4,881,139 4,870,795
========= =========
Weighted average shares - diluted 4,894,293 4,887,080
========= =========
See notes to financial statements.
2
UNITED-GUARDIAN, INC.
CONSOLIDATED BALANCE SHEETS
MARCH 31, DECEMBER 31,
2003 2002
------------ -------------
ASSETS (UNAUDITED) (DERIVED FROM AUDITED
FINANCIAL STATEMENTS)
Current assets:
Cash and cash equivalents $ 4,131,774 $ 3,184,599
Temporary investments 3,763,955 4,151,787
Marketable securities 844,923 882,243
Accounts receivable, net of
allowance for doubtful accounts
of $25,500 at March 31, 2003
and December 31, 2002 1,169,936 704,560
Inventories 850,349 1,037,315
Prepaid expenses and other
current assets 246,994 342,476
Deferred income taxes 299,687 297,774
----------- -----------
Total current assets 11,307,618 10,600,754
----------- -----------
Property, plant and equipment:
Land 69,000 69,000
Factory equipment and fixtures 2,749,731 2,738,110
Building and improvements 2,053,697 2,045,588
Waste disposal system 133,532 133,532
----------- -----------
5,005,960 4,986,230
Less: Accumulated depreciation 3,923,637 3,880,660
----------- -----------
1,082,323 1,105,570
----------- -----------
Other assets:
Processes and patents, net of
accumulated amortization of
$981,439 and $981,341 at
March 31, 2003 and December 31,
2002, respectively 358 456
Other 748 700
----------- -----------
1,106 1,156
----------- -----------
$12,391,047 $11,707,480
=========== ===========
See notes to financial statements.
3
UNITED-GUARDIAN, INC.
CONSOLIDATED BALANCE SHEETS
MARCH 31, DECEMBER 31,
2003 2002
--------------- ------------
LIABILITIES AND (UNAUDITED) (DERIVED FROM AUDITED
STOCKHOLDERS' EQUITY FINANCIAL STATEMENTS)
Current liabilities:
Dividends payable $ - $ 488,114
Accounts payable 323,650 188,868
Accrued expenses 419,657 345,407
Taxes payable 262,433 -
--------- ---------
Total current liabilities 1,005,740 1,022,389
--------- ---------
Deferred income taxes 10,000 10,000
--------- ---------
Stockholders' equity:
Common stock $.10 par value;
10,000,000 shares authorized;
4,943.339 shares issued;
4,881,139 shares outstanding 494,334 494,334
Additional paid in capital 3,538,423 3,538,423
Accumulated other comprehensive
loss (58,989) (55,776)
Retained earnings 7,761,169 7,057,740
Treasury stock, at cost; 62,200
shares (359,630) (359,630)
--------- ---------
Total stockholders' equity 11,375,307 10,675,091
--------- ---------
$ 12,391,047 $ 11,707,480
========== ==========
See notes to financial statements.
4
UNITED-GUARDIAN, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
THREE MONTHS ENDED
March 31,
------------
2003 2002
------- -------
Cash flows provided by operating activities:
Net income $ 703,429 $ 437,912
Adjustments to reconcile net earnings
to net cash flows from operations:
Depreciation and amortization 51,075 67,424
Amortization of bond premium 3,060 3,026
Net gain on sale of equipment (500) (79)
(Increase) decrease in assets:
Accounts receivable (465,376) (84,380)
Inventories 186,966 (48,312)
Prepaid expense and other assets 95,434 119,421
Increase (decrease) in liabilities:
Accounts payable 134,782 49,244
Accrued expenses and taxes payable 336,683 74,382
-------- --------
Net cash provided by operating activities 1,045,553 618,638
-------- --------
Cash flows from investing activities:
Acquisition of property, plant and equipment (27,730) (56,911)
Proceeds from sale of equipment 500 14,500
Net change in temporary investments 387,832 (49,014)
Proceeds from sale of marketable securities 30,000 -
Purchase of marketable securities (866) (819)
-------- --------
Net cash provided by (used in) investing
activities 389,736 (92,244)
-------- --------
Cash flows from financing activities:
Proceeds from exercise of stock options - 4,125
Dividends paid (488,114) (487,044)
-------- --------
Net cash used in financing activities (488,114) (482,919)
-------- --------
Net increase in cash and cash equivalents 947,175 43,475
Cash and cash equivalents at beginning
of period 3,184,599 1,599,857
--------- ---------
Cash and cash equivalents at end of period $ 4,131,774 $ 1,643,332
========= =========
See notes to financial statements.
5
UNITED-GUARDIAN, INC.
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
1. In the opinion of the Company, the accompanying unaudited financial
statements contain all adjustments (consisting of only normal recurring
accruals) necessary to present fairly the financial position as of March 31,
2003 and the results of operations and cash flows for the three months ended
March 31, 2003 and 2002. The accounting policies followed by the Company are set
forth in the Company's financial statements included in its December 31, 2002
Annual Report to Shareholders.
2. The results of operations for the three months ended March 31, 2003
and 2002 are not necessarily indicative of the results to be expected for the
full year.
3. Stock-Based Compensation: At March 31, 2003, the Company had two
stock-based employee compensation plans. As permitted under SFAS NO. 148,
Accounting for Stock-Based Compensation-Transition and Disclosure, which amended
SFAS NO. 123 Accounting for Stock-Based Compensation, United-Guardian has
elected to continue to follow the intrinsic value method in accounting for its
stock-based employee compensation arrangement as defined by Accounting Principle
Board Opinion ("APB") No. 25, Accounting for Stock Issued to Employees, and
related interpretations including Financial Accounting Standards Board
Interpretation No. 44, Accounting for Certain Transactions involving Stock
Compensation, an interpretation of APB No. 25. The following table illustrates
the effect on net income and earnings per share if the company had applied the
fair value recognition provisions of SFAS No.123 to stock-based employee
compensation.
Three months ended
March 31,
2003 2002
-------- --------
Reported net income $703,429 $636,116
Stock-based employee compensation
expense included in reported net
income, net of related tax effects 0 0
Stock-based employee compensation
determined under the fair value based
method, net of related tax effect (7,216) 0
-------- --------
Pro forma net income $696,213 $636,116
======== ========
Earnings per share(basic and diluted)
As reported $ .14 $ .09
Pro forma $ .14 $ .09
6
4. Inventories
Inventories consist of the following: March 31, December 31,
2003 2002
---------- ----------
Raw materials and work in process $ 387,365 $ 222,997
Finished products and fine chemicals 462,984 814,318
---------- ----------
$ 850,349 $1,037,315
========== ==========
5. For purposes of the Statement of Cash Flows, the Company considers
all highly liquid investments with a maturity of three months or less to be cash
equivalents.
Cash payments for taxes were $345 and $1,077 for the three months ended
March 31, 2003 and 2002, respectively.
6. Comprehensive Income (Loss)
The components of comprehensive income (loss) are as follows:
Three months ended
March 31,
----------------------
2003 2002
------ ------
Net income $703,429 $437,912
------- -------
Other comprehensive income (loss)
Unrealized loss on marketable
securities (5,126) (1,120)
------- -------
Net unrealized loss (5,126) (1,120)
Income tax benefit on comprehensive loss (1,913) (1,362)
------- -------
Other comprehensive income (loss) (3,213) 242
------- -------
Comprehensive income $700,216 $438,154
======= =======
Accumulated other comprehensive income is comprised of unrealized gains
and losses on marketable securities, net of the related tax effect.
7. Earnings Per Share
The following table sets forth the computation of basic and diluted
earnings per share at March 31, 2003 and 2002.
7
2003 2002
------ ------
Numerator:
Net income $ 703,429 $ 437,912
======= =======
Denominator:
Denominator for basic earnings
per share (weighted average
shares) 4,881,139 4,870,795
Effect of dilutive securities:
Employee stock options 13,154 16,285
--------- ---------
Denominator for diluted earnings
per share (adjusted weighted-average
shares) and assumed conversions 4,894,293 4,887,080
========= =========
Basic and diluted earnings per share $ 0.14 $ 0.09
========= =========
Options to purchase 8,500 shares of the company's common stock have been
excluded from the computation of diluted earnings per share in the three months
ended March 31, 2003 as their inclusion would be antidilutive.
8. The Company has the following two reportable business segments:
Guardian Laboratories and Eastern Chemical. The Guardian segment conducts
research, development and manufacturing of pharmaceuticals, cosmetics, products
and proprietary specialty chemical products. The Eastern segment distributes
fine chemicals, solutions, dyes and reagents.
The accounting policies used to develop segment information correspond
to those described in the summary of significant accounting policies as set
forth in the December 31, 2002 Annual Report. Segment earnings or loss is based
on earnings or loss from operations before income taxes. The reportable segments
are distinct business units operating in different industries. They are
separately managed, with separate marketing and distribution systems. The
following information about the two segments is for the three months ended March
31, 2003 and 2002.
Three months ended March 31,
2003 2002
------------------------------------ ------------------------------------
GUARDIAN EASTERN TOTAL GUARDIAN EASTERN TOTAL
------------ ------------ ----------- ------------ ------------ -----------
Revenues from external customers $ 2,895,975 $ 321,558 $ 3,217,533 $ 2,097,851 $ 284,597 $ 2,382,448
Depreciation and amortization 20,196 - 20,196 36,179 - 36,179
Segment income (loss) before
income tax expense (benefit) 1,113,714 (10,776) 1,102,938 673,908 (5,515) 668,393
Segment assets 2,244,340 361,631 2,605,971 2,402,146 407,528 2,809,674
Capital expenditure 16,833 - 16,833 9,983 - 9,983
Reconciliation to Consolidated Amounts
8
Income before income taxes
--------------------------
Total income for reportable segments $ 1,102,938 $ 668,393
Other income, net 39,741 49,703
Corporate headquarters expense (47,250) (40,184)
---------- ----------
Consolidated income before income
taxes $ 1,095,429 $ 677,912
========== ==========
Assets
------
Total assets for reportable segments $ 2,605,971 $ 2,809,674
Corporate headquarters 9,785,076 8,050,740
---------- ----------
Total consolidated assets $12,391,047 $10,860,414
========== ==========
Other significant items
----------------------- Three months ended March 31,
2003 2002
------------------------------------------ ------------------------------------------
Segment Consolidated Segment Consolidated
Totals Corporate Totals Totals Corporate Totals
------------ ------------ ------------- ------------ ------------ --------------
Capital expenditures 16,833 10,897 27,730 9,983 46,928 56,911
Depreciation and amortization 20,196 33,939 54,135 36,179 34,271 70,450
Geographic Information
---------------------- Three months ended March 31,
2003 2002
--------------------------- ----------------------------
Revenues Long-Lived Revenues Long-Lived
Assets Assets
----------- ------------- ------------ -------------
United States $ 1,598,340 $ 1,082,681 $ 1,112,804 $ 1,209,379
France 408,028 435,357
Other countries 1,211,165 834,287
----------- ------------- ------------ -------------
$ 3,217,533 $ 1,082,681 $ 2,382,448 $ 1,209,379
=========== ============= ============ =============
Major Customers
---------------
Customer A (Guardian) $ 1,477,024 $ 694,187
Customer B (Guardian) 329,132 354,415
All other customers 1,411,377 1,333,846
----------- -----------
$ 3,217,533 $ 2,382,448
=========== ===========
9
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities," which addresses accounting for
restructuring and similar costs. SFAS No. 146 supersedes previous accounting
guidance, principally Emerging Issues Task Force Issue No. 94-3. SFAS No. 146
requires that the liability for costs associated with an exit or disposal
activity be recognized when the liability is incurred. SFAS No. 146 also
establishes that the liability should initially be measured and recorded at fair
value. Accordingly SFAS No. 146 may affect the timing of recognizing future
restructuring costs as well as the amount recognized. SFAS No. 146 is effective
for exit or disposal activities that are initiated after December 31, 2002.
Management believes that the adoption of SFAS No. 146 did not have a material
impact on its results of operations or financial position.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
FORWARD LOOKING STATEMENTS
Statements made in this Form 10-QSB which are not purely historical are
forward-looking statements with respect to the goals, plans, objectives,
intentions, expectations, financial condition, results of operations, future
performance and business of the Company. Forward-looking statements may be
identified by the use of such words as "believes," "may," "will," "should,"
"intends," "plans," "estimates," or "anticipates" or other similar expressions.
Forward-looking statements involve inherent risks and uncertainties, and
important factors (many of which are beyond our control) could cause actual
results to differ materially from those set forth in the forward-looking
statements. In addition to those specific risks and uncertainties set forth in
the Company's reports currently on file with the SEC, some other factors that
may affect the future results of operations of the Company are: the development
of products that may be superior to the those of the Company; changes in the
quality or composition of the Company's products; lack of market acceptance of
the Company's products; the Company's ability to develop new products; general
economic or industry conditions; intellectual property rights; changes in
interest rates; new legislation or regulatory requirements; conditions of the
securities markets; the Company's ability to raise capital; changes in
accounting principals, policies or guidelines; financial or political
instability; acts of war or terrorism; and other economic, competitive,
governmental, regulatory and technical factors that may affect the Company's
operations, products, services and prices.
Accordingly, results actually achieved may differ materially from those
anticipated as a result of such forward-looking statements, and those statements
speak only as of the date they are made. The Company does not undertake, and
specifically disclaims, any obligation to update any forward-looking statements
to reflect events or circumstances occurring after the date of such statements.
OVERVIEW
The Company is a Delaware corporation that operates in two business
segments. Its Guardian Laboratories Division ("Guardian") conducts research,
product development, manufacturing and marketing of cosmetic ingredients,
personal and health care products, pharmaceuticals, and specialty industrial
10
products. The products manufactured by Guardian are marketed through marketing
partners, distributors, direct advertising, mailings, and trade exhibitions. Its
most important personal care product line is its LUBRAJEL(R) line of water based
moisturizing and lubricating gels. It also sells two pharmaceutical products,
which are distributed primarily through drug wholesalers and surgical supply
houses. There are also indirect sales to the Veteran's Administration and other
government agencies, and to some hospitals and physicians.
While the Company does have competition in the marketplace for some of its
products, many of its products or processes are either unique in their field or
have some unique characteristics, and therefore are not in direct competition
with the products or processes of other pharmaceutical, chemical, or health care
companies. Guardian's research and development department is actively working on
the development of new products to expand the Company's personal care line.
The Company has been issued many patents and trademarks, and intends
whenever possible to make efforts to obtain patents in connection with its
product development program.
The Company's Eastern Chemical subsidiary distributes an extensive line
of fine organic chemicals, research chemicals, test solutions, indicators, dyes
and reagents. Eastern's products are marketed through advertising in trade
publications and direct mailings and are sold both to distributors and directly
to users for use in a wide variety of applications. Since the Company's business
activities and marketing efforts over the past several years have focused
increasingly on the Guardian division, which the Company believes has greater
growth potential, the Company is in the process of reducing Eastern's inventory
levels in order to make the subsidiary more marketable in the event the Company
decides to sell the Eastern operation at some future date.
Products manufactured by the Company are marketed worldwide through its
extensive marketing and distribution arrangements. Approximately half of the
Company's sales are to foreign customers.
The following discussion and analysis covers material changes in the
financial condition of the Company since year end December 31, 2002, and a
comparison of the results of operations for the three month periods ended March
31, 2003 and March 31, 2002. This discussion and analysis should be read in
conjunction with "Management's Discussion and Analysis or Plan of Operation"
included in the Company's Form 10-KSB for the year ended December 31, 2002.
RESULTS OF OPERATIONS
Gross revenue from operations
-----------------------------
For the three month period ended March 31, 2003 net sales increased
$835,085 (35.1%) versus the comparable period in 2002. The Guardian Laboratories
division ("Guardian") had a sales increase of $798,124 (38.0%) while the Eastern
Chemical subsidiary ("Eastern") had a sales increase of $36,961 (13.0%).
The increase in Guardian's sales for the three month period is due to an
increase in the demand for Guardian's products. Some of this demand may be
attributable to new launches of personal care products that contain ingredients
11
produced by Guardian, by companies that had been refraining from launching new
products due to the poor economic conditions that have prevailed in both the
U.S. and overseas. Based on information provided to the Company by its
distributors, over the past few months there has been an increase in activity on
the part of many customers, which has resulted in increased demand for the
Company's products. The increase in Eastern's sales for the first quarter is
believed to be due mainly to normal fluctuations in the purchasing patterns of
its customers.
Cost of sales
-------------
Cost of sales as a percentage of sales decreased to 47.6% for the three
months ended March 31, 2003 from 53.4% for the comparable period ended March 31,
2002. This decrease is mainly due to the absorption of fixed costs by a higher
sales volume in the first quarter of 2003 versus the comparable quarter in 2002.
Operating Expenses
------------------
Operating expenses increased $150,194 (31.2%) in the three months ended
March 31, 2003 versus the comparable period in 2002. This increase was primarily
due to increases in insurance costs, advertising costs, payroll and payroll
related costs for the three month period ended March 31, 2003 as compared to the
three month period ended March 31, 2002.
Investment income
-----------------
Investment income decreased $10,383 (20.9%) for the three months ended
March 31, 2003 as compared to the comparable period in 2002. The decrease in the
three month period was attributable to a decline in interest rates.
Provision for income taxes
--------------------------
The provision for income taxes increased 152,000 (63.3%) for the three
months ended March 31, 2003 when compared to the comparable period in 2002. The
increase is due to increased earnings before taxes of $417,517 for the three
months ended March 31, 2003.
LIQUIDITY AND CAPITAL RESOURCES
Working capital increased from $9,578,365 at December 31, 2002 to
$10,301,878 at March 31, 2003. The current ratio increased from 10.4 to 1 at
December 31, 2002 to 11.2 to 1 at March 31, 2003. The Company has no commitments
for any further significant capital expenditures during the remainder of 2003,
and believes that its working capital is and will continue to be sufficient to
support its operating requirements.
The Company generated cash from operations of $1,045,553 and $618,638
for the three months ended March 31, 2003 and March 31, 2002 respectively. The
increase was primarily due to the increase in net income.
12
During the three month period ended March 31, 2003, $389,736 was
provided by investment activities, as compared to the three months ended March
31, 2002 when $92,244 was used in investing activities. The change from $92,244
used in investing activities in 2002 to $389,736 provided by investing
activities in 2003 was due to a decrease in purchases of temporary investments
(primarily certificates of deposit) and marketable securities, and redemption of
some certificates of deposit.
Cash used in financing activities was $488,114 and $482,919 for the
three months ended March 31, 2003 and March 31, 2002, respectively. The increase
was due primarily to an increase in dividends paid during the three months ended
March 31, 2003 as compared to the three months ended March 31, 2002.
Item 3. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
Within 90 days prior to the filing of this Quarterly Report on Form
10-QSB the Company's principal executive officer and principal financial officer
evaluated the effectiveness of the design and operation of the Company's
disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c)
under the Securities Exchange Act of 1934 (the "Exchange Act")) and concluded
that the Company's disclosure controls and procedures are effective to ensure
that information required to be disclosed by the Company in reports that it
files or submits under the Exchange Act is accumulated and communicated to the
Company's management, including its officers, as appropriate to allow timely
decisions regarding required disclosure, and are effective to ensure that such
information is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commission's rules and forms.
(b) Changes in Internal Controls
The Company's principal executive officer and principal financial officer
have also concluded there were no significant changes in the Company's internal
controls or in other factors that could significantly affect these controls
subsequent to the date of their evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
While the Company has claims arise from time to time in the ordinary course
of its business, the settlement of such claims in the past has not had a
material adverse effect on the Company's financial position and results of
operations. The Company does not have any claims pending at the present time.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS: NONE
ITEM 3. DEFAULTS UPON SENIOR SECURITIES: NONE
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS: NONE
ITEM 5. OTHER INFORMATION: NONE
13
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
99.1 Chief Executive Officer certification pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
99.2 Chief Financial Officer certification pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
b. Reports on Form 8-K
There were no reports on Form 8-K filed during the three month period
ended March 31, 2003.
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
UNITED-GUARDIAN, INC.
(Registrant)
By: /s/ Alfred R. Globus
--------------------
Alfred R. Globus
Chief Executive Officer
By: /s/ Kenneth H. Globus
---------------------
Kenneth H. Globus
Chief Financial Officer
Date: May 9, 2003
14
SARBANES-OXLEY ACT SECTION 302 CERTIFICATION
I, Alfred R. Globus, Chief Executive Officer of United-Guardian, Inc.,
certify that:
1. I have reviewed this quarterly report on Form 10-QSB of United-Guardian,
Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
15
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 9, 2003 /s/ Alfred R. Globus
--------------------------------
Alfred R. Globus
Chief Executive Officer
SARBANES-OXLEY ACT SECTION 302 CERTIFICATION
I, Kenneth H. Globus, President and Chief Financial Officer of
United-Guardian, Inc., certify that:
1. I have reviewed this quarterly report on Form 10-QSB of United-Guardian,
Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
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5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 9, 2003 /s/ Kenneth H. Globus
--------------------------------
Kenneth H. Globus
President and Chief Financial Officer
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EXHIBIT 99.1
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UNITED-GUARDIAN, INC.
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of United-Guardian, Inc. (the
"Registrant") on Form 10-QSB for the period ending March 31, 2003, as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Alfred R. Globus, Chief Executive Officer of the Registrant, hereby certify,
pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the
Sarbanes-Oxley Act of 2002, that:
(1) the Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the
Company.
May 9, 2003 /s/ Alfred R. Globus
---------------------------
Alfred R. Globus
Chief Executive Officer
EXHIBIT 99.2
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UNITED-GUARDIAN, INC.
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of United-Guardian, Inc. (the
"Registrant") on Form 10-QSB for the period ending March 31, 2003, as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Kenneth H. Globus, President and Chief Financial Officer of the Registrant,
hereby certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to
section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) the Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the
Company.
May 9, 2003 /s/ Kenneth H. Globus
---------------------------
Kenneth H. Globus
President and Chief Financial Officer
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