U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
|
þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the quarterly period ended March 31, 2011
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¨
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TRANSITION REPORT PURSUANT TO 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from _________ to _________
Commission File Number: 1-10526
UNITED-GUARDIAN, INC.
(Exact Name of Registrant as Specified in Its Charter)
|
Delaware
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11-1719724
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|
(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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230 Marcus Boulevard, Hauppauge, New York 11788
(Address of Principal Executive Offices)
(631) 273-0900
(Registrant’s Telephone Number)
N/A
(Former name, former address and former fiscal year, if changed since last report)
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 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 þ No £
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes £ No £
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| |
Large accelerated filer
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£
|
| |
Non-accelerated filer
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£ (Do not check if a smaller reporting company)
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Smaller reporting company
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þ
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)
Yes £ No þ
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:
4,596,439shares of common stock, par value $.10 per share
(as of May 1, 2011)
UNITED-GUARDIAN, INC.
INDEX TO FINANCIAL STATEMENTS
Part I. FINANCIAL INFORMATION
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|
Condensed Financial Statements
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THREE MONTHS ENDED
MARCH 31,
|
|
| |
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2011
|
|
|
2010
|
|
| |
|
|
|
|
|
|
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Net sales
|
|
$ |
3,642,049 |
|
|
$ |
3,576,915 |
|
| |
|
|
|
|
|
|
|
|
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Costs and expenses:
|
|
|
|
|
|
|
|
|
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Cost of sales
|
|
|
1,460,590 |
|
|
|
1,414,567 |
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Operating expenses
|
|
|
521,146 |
|
|
|
618,049 |
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Total costs and expenses
|
|
|
1,981,736 |
|
|
|
2,032,616 |
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Income from operations
|
|
|
1,660,313 |
|
|
|
1,544,299 |
|
| |
|
|
|
|
|
|
|
|
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Other income (expense):
|
|
|
|
|
|
|
|
|
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Investment income
|
|
|
71,323 |
|
|
|
92,270 |
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|
Loss on sale of asset
|
|
|
(5,253 |
) |
|
|
--- |
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Income before income taxes
|
|
|
1,726,383 |
|
|
|
1,636,569 |
|
| |
|
|
|
|
|
|
|
|
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Provision for income taxes
|
|
|
560,200 |
|
|
|
540,725 |
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| |
|
|
|
|
|
|
|
|
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Net income
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|
$ |
1,166,183 |
|
|
$ |
1,095,844 |
|
|
|
|
|
|
|
|
|
|
|
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Earnings per common share
(Basic and Diluted)
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$ |
0.25 |
|
|
$ |
0.22 |
|
| |
|
|
|
|
|
|
|
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Weighted average shares – basic and diluted
|
|
|
4,596,439 |
|
|
|
4,946,439 |
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See notes to condensed financial statements
BALANCE SHEETS
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ASSETS
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MARCH 31,
|
|
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DECEMBER 31,
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|
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2011
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|
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2010
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|
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(UNAUDITED)
|
|
|
|
|
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Current assets:
|
|
|
|
|
|
|
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Cash and cash equivalents
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$ |
2,563,637 |
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|
$ |
1,514,589 |
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Marketable securities
|
|
|
8,684,098 |
|
|
|
8,314,403 |
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Accounts receivable, net of allowance for doubtful
accounts of $23,000 at March 31, 2011 and
December 31, 2010
|
|
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1,744,051 |
|
|
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1,090,711 |
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Inventories (net)
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1,167,709 |
|
|
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1,321,389 |
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Prepaid expenses and other current assets
|
|
|
126,888 |
|
|
|
148,240 |
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Prepaid income taxes
|
|
|
--- |
|
|
|
182,575 |
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|
Deferred income taxes
|
|
|
218,328 |
|
|
|
218,328 |
|
|
Total current assets
|
|
|
14,504,711 |
|
|
|
12,790,235 |
|
| |
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
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Property, plant and equipment:
|
|
|
|
|
|
|
|
|
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Land
|
|
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69,000 |
|
|
|
69,000 |
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Factory equipment and fixtures
|
|
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3,634,488 |
|
|
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3,650,283 |
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Building and improvements
|
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2,621,253 |
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2,618,253 |
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Waste disposal plant
|
|
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133,532 |
|
|
|
133,532 |
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Total property, plant and equipment
|
|
|
6,458,273 |
|
|
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6,471,068 |
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Less: Accumulated depreciation
|
|
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5,284,799 |
|
|
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5,261,908 |
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Total property, plant and equipment, net
|
|
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1,173,474 |
|
|
|
1,209,160 |
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| |
|
|
|
|
|
|
|
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Other assets
|
|
|
65,926 |
|
|
|
75,344 |
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| |
|
|
|
|
|
|
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TOTAL ASSETS
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$ |
15,744,111 |
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|
$ |
14,074,739 |
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See notes to condensed financial statements
UNITED-GUARDIAN, INC.
BALANCE SHEETS
(continued)
LIABILITIES AND STOCKHOLDERS’ EQUITY
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MARCH 31,
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DECEMBER 31,
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2011
|
|
|
2010
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|
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Current liabilities:
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(UNAUDITED)
|
|
|
|
|
| |
|
|
|
|
|
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Accounts payable
|
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$ |
388,557 |
|
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$ |
208,244 |
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Accrued expenses
|
|
|
748,450 |
|
|
|
815,996 |
|
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Income taxes payable
|
|
|
377,325 |
|
|
|
--- |
|
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Total current liabilities
|
|
|
1,514,332 |
|
|
|
1,024,240 |
|
| |
|
|
|
|
|
|
|
|
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Deferred income taxes
|
|
|
8,165 |
|
|
|
3,626 |
|
| |
|
|
|
|
|
|
|
|
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Stockholders’ equity:
|
|
|
|
|
|
|
|
|
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Common stock $.10 par value, authorized,
10,000,000 shares; 4,596,439 shares issued
and outstanding at March 31, 2011 and
December 31, 2010.
|
|
|
459,644 |
|
|
|
459,644 |
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Accumulated other comprehensive loss
|
|
|
15,393 |
|
|
|
6,835 |
|
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Retained earnings
|
|
|
13,746,577 |
|
|
|
12,580,394 |
|
|
Total stockholders’ equity
|
|
|
14,221,614 |
|
|
|
13,046,873 |
|
| |
|
|
|
|
|
|
|
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TOTAL LIABILITIES AND STOCKHOLDERS’
EQUITY
|
|
$ |
15,744,111 |
|
|
$ |
14,074,739 |
|
See notes to condensed financial statements
STATEMENTS OF CASH FLOWS
(UNAUDITED)
| |
|
THREE MONTHS ENDED
|
|
| |
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MARCH 31,
|
|
| |
|
|
|
|
|
|
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Cash flows from operating activities:
|
|
|
|
|
|
|
|
Net income
|
|
$ |
1,166,183 |
|
|
$ |
1,095,844 |
|
|
Adjustments to reconcile net income to net cash
provided by operating activities:
|
|
|
|
|
|
|
|
|
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Depreciation and amortization
|
|
|
57,269 |
|
|
|
55,075 |
|
|
Realized loss on sale of investments
|
|
|
--- |
|
|
|
5,564 |
|
|
Realized loss on sale of asset
|
|
|
5,253 |
|
|
|
--- |
|
|
Increase (decrease) in cash resulting from
changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
(653,340 |
) |
|
|
(337,988 |
) |
|
Inventories
|
|
|
153,680 |
|
|
|
(348,906 |
) |
|
Prepaid expenses and other currentassets
|
|
|
21,352 |
|
|
|
(44,510 |
) |
|
Accounts payable
|
|
|
180,313 |
|
|
|
52,495 |
|
|
Accrued expenses and taxes payable
|
|
|
492,354 |
|
|
|
476,412 |
|
| |
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
1,423,064 |
|
|
|
953,986 |
|
| |
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
Acquisition of property, plant and equipment
|
|
|
(32,572 |
) |
|
|
(115,295 |
) |
|
Proceeds from sale of asset
|
|
|
15,154 |
|
|
|
--- |
|
|
Net change in certificates of deposit
|
|
|
--- |
|
|
|
303,712 |
|
|
Proceeds from sale of marketable securities
|
|
|
--- |
|
|
|
600,000 |
|
|
Purchase of marketable securities
|
|
|
(356,598 |
) |
|
|
(2,964,142 |
) |
|
Net cash used in investingactivities
|
|
|
(374,016 |
) |
|
|
(2,175,725 |
) |
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
Dividends paid
|
|
|
--- |
|
|
|
(1,582,860 |
) |
|
Net cash used in financing activities
|
|
|
--- |
|
|
|
(1,582,860 |
) |
| |
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cashequivalents
|
|
|
1,049,048 |
|
|
|
(2,804,599 |
) |
|
Cash and cash equivalents at beginning of period
|
|
|
1,514,589 |
|
|
|
5,021,073 |
|
|
Cash and cash equivalents at end of period
|
|
$ |
2,563,637 |
|
|
$ |
2,216,474 |
|
See notes to condensed financial statements
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
United-Guardian, Inc. (the “Company”) is a Delaware corporation that, through its Guardian Laboratories Division, conducts research, product development, manufacturing and marketing of cosmetic ingredients and other personal care products, pharmaceuticals, medical and health care products and proprietary specialty industrial products.
Interim financial statements of the Company are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation SX. In the opinion of management, all adjustments, consisting solely of normal recurring accruals, considered necessary for the fair presentation of financial statements for the interim periods have been included. The results of operations for the current period are not necessarily indicative of results that ultimately may be achieved for any other interim period or for the year ending December 31, 2011. The interim unaudited financial statements and notes thereto should be read in conjunction with the audited financial statements and notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2010.
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3.
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Stock-Based Compensation
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At March 31, 2011, the Company had a stock-based compensation plan for its employees and directors, which is more fully described in the Company's Annual Report on Form 10-K for the year ended December 31, 2010. The Company recognizes the fair value of all share-based payments to employees, including grants of employee stock options, as a compensation expense in the financial statements.
As of March 31, 2011, the Company had no share-based awards outstanding and exercisable and did not grant any options during the three months ended March 31, 2011.
As of March 31, 2011, there was no remaining unrecognized compensation cost related to the non-vested share-based compensation arrangements granted under the Company's plans.
The Company did not record any compensation expense during the three-month periods ended March 31, 2011 and 2010.
The Company did not receive any proceeds from the exercise of options during the three months ended March 31, 2011 and 2010.
|
4.
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Recent Accounting Pronouncements
|
None
The fair values of the Company’s marketable securities and certificates of deposit are determined in accordance with GAAP, with fair value being defined as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the Company utilizes the three-tier value hierarchy, as prescribed by GAAP, which prioritizes the inputs used in measuring fair value as follows:
|
·
|
Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
|
|
·
|
Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially for the full term of the financial statement.
|
|
·
|
Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement.
|
The following available-for-sale securities, which comprise all the Company’s marketable securities, are re-measured to fair value on a recurring basis and are valued using Level 1 inputs, which are quoted prices (unadjusted) for identical assets in active markets.
March 31, 2011
| |
|
Cost |
|
|
Fair Value |
|
|
Unrealized
Gain/(Loss)
|
|
|
Available for sale:
|
|
|
|
|
|
|
|
|
|
|
U.S. treasury and agencies
|
|
|
|
|
|
|
|
|
|
|
Maturities within 1 year
|
|
$ |
859,589 |
|
|
$ |
846,512 |
|
|
$ |
(13,077 |
) |
|
Maturities after 1 year through 5 years
|
|
|
249,137 |
|
|
|
242,063 |
|
|
|
(7,074 |
) |
|
Total U.S. treasury and agencies
|
|
|
1,108,726 |
|
|
|
1,088,575 |
|
|
|
(20,151 |
) |
|
Corporate bonds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturities within 1 year
|
|
|
81,505 |
|
|
|
78,470 |
|
|
|
(3,035 |
) |
|
Maturities after 1 year through 5 years
|
|
|
185,747 |
|
|
|
179,621 |
|
|
|
(6,126 |
) |
|
Fixed income mutual funds
|
|
|
7,034,639 |
|
|
|
7,081,970 |
|
|
|
47,331 |
|
|
Equity and other mutual funds
|
|
|
249,925 |
|
|
|
255,462 |
|
|
|
5,537 |
|
| |
|
$ |
8,660,542 |
|
|
$ |
8,684,098 |
|
|
$ |
23,556 |
|
December 31, 2010
|
Available for sale:
|
|
|
|
|
|
|
|
|
|
|
U.S. treasury and agencies
|
|
|
|
|
|
|
|
|
|
|
Maturities within 1 year
|
|
$ |
859,589 |
|
|
$ |
853,682 |
|
|
$ |
(5,907 |
) |
|
Maturities after 1 year through 5 years
|
|
|
249,137 |
|
|
|
244,161 |
|
|
|
(4,976 |
) |
|
Total U.S. treasury and agencies
|
|
|
1,108,726 |
|
|
|
1,097,843 |
|
|
|
(10,883 |
) |
|
Corporate bonds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturities after 1 year through 5 years
|
|
|
267,251 |
|
|
|
259,154 |
|
|
|
(8,097 |
) |
|
Fixed income mutual funds
|
|
|
6,678,972 |
|
|
|
6,715,870 |
|
|
|
36,898 |
|
|
Equity and other mutual funds
|
|
|
248,993 |
|
|
|
241,536 |
|
|
|
(7,457 |
) |
| |
|
$ |
8,303,942 |
|
|
$ |
8,314,403 |
|
|
$ |
10,461 |
|
There were no sales or redemptions of marketable securities for the three months ended March 31, 2011, as compared with $600,000 for the three months ended March 31, 2010 which included a realized loss of $5,564.
Investment income consisted principally of interest income from bonds and money market funds and dividend income from bond funds and mutual funds.
Marketable securities include investments in equity mutual funds, government securities and corporate bonds which are classified as “available-for-sale” securities and are reported at their fair values. Unrealized gains and losses on “available-for-sale” securities are reported as accumulated other comprehensive income (loss) in stockholders’ equity, net of the related tax effects. Investment income is recognized when earned. Realized gains and loses on sales of investments are determined on a specific identification basis.
| |
|
March 31,
2011
|
|
|
December 31,
2010
|
|
| |
|
|
|
|
|
|
|
Inventories consist of the following:
|
|
|
|
|
|
|
|
Raw materials and work in process
|
|
$ |
481,439 |
|
|
$ |
447,295 |
|
|
Finished products
|
|
|
686,270 |
|
|
|
874,094 |
|
| |
|
$ |
1,167,709 |
|
|
$ |
1,321,389 |
|
Finished products inventories at March 31, 2011 and December 31, 2010 are stated net of a reserve of $39,000 for slow moving and obsolete inventory.
|
7.
|
Supplemental Financial Statement Information
|
For purposes of the Statements of Cash Flows, the Company considers all highly liquid investments purchased with an initial maturity of three months or less to be cash equivalents.
There were no cash payments for taxes for the three months ended March 31, 2011 as compared to $125,300 for the three months ended March 31, 2010. There were no payments for interest during the three months ended March 31, 2011 and March 31, 2010.
Research and development expenses amounted to $127,271 and $128,153 for the three months ended March 31, 2011 and March 31, 2010, respectively, and are included in operating expenses.
There were no dividends paid for the three-month period ended March 31, 2011. The Company paid dividends of $1,582,860 ($0.32 per share) for the period ended March 31, 2010.
The Company’s tax provision is based on its estimated annual effective tax rate. The Company continues to fully recognize its tax benefits, which are offset by a valuation allowance to the extent that it is more likely than not that the deferred tax assets will not be realized. As of December 31, 2010 and March 31, 2011, the Company did not have any unrecognized tax benefits.
The Company files consolidated Federal income tax returns in the U.S., and separate income tax returns in New York State. The Company is subject to examination by the Internal Revenue Service and by New York State for years 2008 through 2010.
The Company's policy is to recognize interest and penalties as interest expense.
The components of comprehensive income are as follows:
| |
|
Three months ended
March 31,
|
|
|
|
|
2011
|
|
|
2010
|
|
| |
|
|
|
|
|
|
|
Net income
|
|
$ |
1,166,183 |
|
|
$ |
1,095,844 |
|
| |
|
|
|
|
|
|
|
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Unrealized gain on marketable
securities during period
|
|
|
23,556 |
|
|
|
40,162 |
|
| |
|
|
|
|
|
|
|
|
|
Income tax expense related
to other comprehensive income
|
|
|
8,163 |
|
|
|
13,920 |
|
| |
|
|
|
|
|
|
|
|
|
Other comprehensive income, net of tax
|
|
|
15,393 |
|
|
|
26,242 |
|
| |
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
$ |
1,181,576 |
|
|
$ |
1,122,086 |
|
Accumulated other comprehensive income comprises unrealized gains and losses on marketable securities net of the related tax effect.
|
10.
|
Defined Benefit Pension Plan and New Defined Contribution Plan
|
Defined Benefit Pension Plan: The Company previously sponsored a non-contributory defined benefit pension plan (“DB Plan”) for its employees. The Company curtailed future benefit accruals to the DB Plan, which had been frozen since December 31, 2007. In March 2010, the Company received regulatory approval to terminate the DB Plan, and on July 13, 2010 the DB Plan was formally terminated. The Company did not make any contributions to the DB Plan in the three-month period ended March 31, 2010.
The Company recorded expense and income applicable to the plan of $3,965 for the three months ended March 31, 2010. These amounts are included in operating expenses.
Defined Contribution Plan: As a result of the discontinuation of its DB Plan, effective January 1, 2008 the Company modified its 401(k) defined contribution plan ("DC Plan") by increasing the employer matching contribution to a maximum of 100% of the first 4% of each employee's pay. In 2009, the Company also began making additional discretionary contributions to each employee's account based on a "pay-to-pay" safe-harbor formula that qualifies the 401(k) plan under current IRS regulations. For the new defined contribution plan, the Company accrued $43,750 in contributions for each of the three-month periods ended March 31, 2011 and March 31, 2010.
|
11.
|
Related Party Transactions
|
During the three-month periods ended March 31, 2011 and March 31, 2010, the Company paid to Henry Globus, a former officer and current director of the Company $5,574, in each of the three-month periods, for consulting services in accordance with his employment termination agreement of 1988.
During the first quarter of 2011 the Company sold one of its vehicles, with a book value of $20,407, to one of its Vice-President's for $15,154, the vehicle's fair market value, as part of his severance package. As a result, the Company recognized a loss of $5,253.
Accrued Expenses
| |
|
March 31,
2011
|
|
|
December 31,
2010
|
|
| |
|
|
|
|
|
|
|
Accrued 401K plan contributions
|
|
$ |
43,750 |
|
|
$ |
175,000 |
|
|
Accrued bonuses
|
|
|
270,000 |
|
|
|
180,000 |
|
|
Accrued distribution fees
|
|
|
201,535 |
|
|
|
190,590 |
|
|
Other
|
|
|
233,165 |
|
|
|
270,406 |
|
| |
|
$ |
748,450 |
|
|
$ |
815,996 |
|
|
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
FORWARD-LOOKING STATEMENTS
Statements made in this Form 10-Q, 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 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 principles, 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.
The Company is a Delaware corporation that conducts research, product development, manufacturing and marketing of cosmetic ingredients, personal and health care products, pharmaceuticals, and specialty industrial products. All of the products that the Company manufactures, with the exception of its RENACIDIN® IRRIGATION ("RENACIDIN"), are produced at its facility in Hauppauge, New York, and are marketed through marketing partners, distributors, wholesalers, direct advertising, mailings, and trade exhibitions. Its most important personal care product line is its LUBRAJEL® line of water-based moisturizing and lubricating gels. It also sells two pharmaceutical products for urological uses. Those products are sold primarily through the major drug wholesalers, which in turn sell the products to pharmacies, hospitals, nursing homes and other long-term care facilities, and to government agencies, primarily the Veteran's Administration.
The Company’s pharmaceutical products are distributed primarily in the United States. Its personal care products are marketed worldwide by five marketing partners, of which International Specialty Products Inc. ("ISP") purchases the largest volume of products from the Company. Approximately one-half of the Company's personal care products are sold, either directly or through the Company’s marketing partners, to end-users located outside of the United States.
While the Company does have competition in the marketplace for some of its products, many of its products are either unique in their field or have some unique characteristics, and therefore are not in direct competition with the products of other pharmaceutical, specialty chemical, or health care companies. Many of the Company’s products are manufactured using patented or proprietary processes. The Company’s research and development department is actively working on the development of new products to expand the Company's line of personal care and performance products.
The Company recognizes revenue when products are shipped, title and risk of loss pass to the customers, persuasive evidence of a sales arrangement exists, and collections are reasonably assured. An allowance for returns, based on historical experience, is taken as a reduction of sales within the same period the revenue is recognized.
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.
CRITICAL ACCOUNTING POLICIES
As disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, the discussion and analysis of the Company’s financial condition and results of operations are based on its financial statements, which have been prepared in conformity with U.S. generally accepted accounting principles. The preparation of those financial statements required the Company to make estimates and assumptions that affect the carrying value of assets, liabilities, revenues and expenses reported in those financial statements. Those estimates and assumptions can be subjective and complex, and consequently actual results could differ from those estimates and assumptions. The Company’s most critical accounting policies relate to revenue recognition, concentration of credit risk, inventory, patents, and income
taxes. Since December 31, 2010, there have been no significant changes to the assumptions and estimates related to those critical accounting policies.
The following discussion and analysis covers material changes in the financial condition of the Company since the year ended December 31, 2010, and a comparison of the results of operations for the three months ended March 31, 2011 and March 31, 2010. This discussion and analysis should be read in conjunction with "Management's Discussion and Analysis or Plan of Operation" included in the Company's Annual Report on Form 10-K for the year ended December 31, 2010.
For the three-month period ended March 31, 2011, net sales increased by $65,134 (1.8%) as compared with March 31, 2010. The change in net sales for the three-month period ended March 31, 2011 was primarily attributable to sales of the Company’s products, as discussed below.
|
(a)
|
Personal care products: For the three months ended March 31, 2011 the Company’s gross sales of personal care products increased by $324,511 (15.0%) when compared with the same period in 2010. This increase was due to an increase of $524,092 (33.4%) in sales to the Company's largest distributor for the three-month period ended March 31, 2011 when compared with the same period in 2010. The Company believes that this increase was due to a number of factors, including an increase in demand for the Company's products, the replenishment of that distributor's low inventory levels on certain products, as well as the timing of customer orders. This increase was partially offset by a decrease of $199,581 (8.0%) in sales to some of the Company's other distributors in the first quarter of 2011.
|
|
(b)
|
Pharmaceuticals: Pharmaceutical gross sales decreased by $487,451 (63.2%) for the three months ended March 31, 2011 when compared with the same period in 2010. The decrease was primarily due to the limited availability of RENACIDIN in the first quarter of 2011. This limited availability was the result of a temporary curtailment of production of RENACIDIN by the Company's supplier of the product in August 2010. The Company began allocating product among its customers in November 2010 and completely ran out of product in February 2011. The Company was able to obtain one additional batch of product in mid-March 2011 and has been selling from that batch on very tight allocation. The Company's supplier has now resumed production and the Company expects to resume normal sales of RENACIDIN by mid-May 2011. Further details on the temporary curtailment of RENACIDIN production can be found in the Company's SEC filing on Form 10-K for the fiscal year ended December 31, 2010.
In addition to the reduction in sales of RENACIDIN due to the curtailment of production, management believes that revenue from pharmaceutical sales in the first quarter of 2011 was also negatively impacted compared with the first quarter of 2010 because in the first quarter of 2010 the Company had implemented a price increase on its pharmaceutical products, which took effect on April 1, 2010, which resulted in customers significantly increasing their orders in March 2010 in order to build up inventory prior to the price increase. The Company was not able to implement a comparable price increase in the first quarter of 2011 because it would have been unable to supply RENACIDIN in sufficient
|
quantities (as discussed previously). This contributed further to the significantly lower pharmaceutical sales in the first quarter of 2011.
|
(c)
|
Medical (non-pharmaceutical) products: Gross sales of the Company’s medical products increased $219,764 (32.3%) for the three-month period ended March 31, 2011 when compared with the same period in 2010. The Company believes the increase was primarily due to the timing of customer orders.
|
In addition to the above changes in sales, net sales allowances decreased by $7,632 (15.6%) for the three months ended March 31, 2011 when compared with the same period in 2010. This decrease was primarily due to lower distribution fees as a result of the decrease in pharmaceutical sales in the period ended March 31, 2011.
Cost of sales as a percentage of sales increased slightly to 40.1% for the three months ended March 31, 2011 from 39.5% for the comparable period in 2010. This was mainly due to an increase in the cost of one of the Company's primary raw materials.
Operating Expenses
Operating expenses consist of selling, general, and administrative expenses. Operating expenses decreased $96,903 (15.7%) for the three months ended March 31, 2011 compared with the comparable period in 2010. This decrease was primarily attributable to decreases in payroll and payroll-related expenses, professional and consulting fees, and a real estate tax refund.
Other Income
Investment income decreased $20,947 (22.7%) for the three months ended March 31, 2011 when compared with the comparable period in 2010. This was the result of lower balances and a decline in interest rates. The Company experienced a $5,253 loss on the sale of an asset (a company-owned vehicle) for the three months ended March 31, 2011. There was no such loss for the three months ended March 31, 2010.
Provision for Income Taxes
The provision for income taxes increased by $19,475 (3.6%) for the three months ended March 31, 2011 when compared with the same period in 2010. This increase was mainly due to an increase in net income from operations before taxes of $89,814 (5.5%) in 2011 when compared with 2010.
The Company's effective income tax rate was approximately 33% for the three months ended March 31, 2011 and 2010 and is expected to remain consistent for the current fiscal year.
LIQUIDITY AND CAPITAL RESOURCES
Working capital increased by $1,224,384 to $12,990,379 at March 31, 2011 from $11,765,995 at December 31, 2010. The current ratio decreased to 9.6 to 1 at March 31, 2011 from 12.5 to 1 at December 31, 2010. The decrease in the current ratio was primarily due to an increase in accounts payable and income taxes payable.
During the three-month period ended March 31, 2011 the average period of time that an account receivable was outstanding was approximately 35 days. The average period of time that an account receivable was outstanding during the three-month period ended March 31, 2010 was 39 days.
The Company believes that its working capital is, and will continue to be, sufficient to support its operating requirements for at least the next 12 months. The Company does not expect to incur any significant capital expenditures for the remainder of 2011.
The Company generated cash from operations of $1,423,064 and $953,986 for the three months ended March 31, 2011 and March 31, 2010, respectively. The increase in cash was primarily due to increases in net income, accounts payable, and accrued expenses, and a decrease in inventory.
Cash used in investing activities for the three-month period ended March 31, 2011 was $374,016, while cash used in investing activities for the three-month period ending March 31, 2010 was $2,175,725. The increase in cash used in investing activities was primarily due to a decrease in the amount of marketable securities purchased in the first quarter of 2011 compared with the first quarter of 2010.
There was no cash used in financing activities for the three months ended March 31, 2011 compared to $1,582,860 for the three months ended and March 31, 2010. The cash used in financing activities for the three months ended March 31, 2010 related to the payment of a dividend in January 2010. There were no dividend payments made in the first quarter of 2011. The Company chose to pay the year-end dividend in December 2010 rather than waiting until January due to uncertainties regarding the extension of certain tax cuts on qualified dividends originally enacted under the Economic Growth and Tax Relief Reconciliation Act of 2001.
The Company expects to continue to use its cash to make dividend payments, to purchase marketable securities, and to take advantage of other opportunities that are in the best interests of the Company, should they arise.
RECENT ACCOUNTING PRONOUNCEMENTS
Please see Note 4 to the Financial Statements for a description of recent accounting pronouncements, including the expected dates of adoption and the anticipated impact on the financial statements.
OFF-BALANCE SHEET ARRANGEMENTS
The Company has no off balance sheet transactions that have, or are reasonably likely to have, a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
CONTRACTUAL OBLIGATIONS AND COMMITMENTS
The information to be reported under this item is not required of smaller reporting companies.
|
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
|
The information to be reported under this item is not required of smaller reporting companies.
|
(a)
|
DISCLOSURE CONTROLS AND PROCEDURES
The Company’s management, including its Principal Executive Officer and Principal Financial Officer, has evaluated the design, operation, and effectiveness of the Company’s disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934 (the “Exchange Act”). There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon the evaluation performed by the Company’s management, including its Principal Executive Officer and Principal Financial Officer, it was determined that, as of the end of the period covered by this quarterly report, the Company’s disclosure controls and procedures were effective in providing reasonable assurance that information required to be disclosed in the reports filed or submitted pursuant to the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to the Company’s management, including its Principal Executive Officer and Principal Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding disclosures.
|
|
(b)
|
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
The Company's Principal Executive Officer and Principal Financial Officer have determined that, during the period covered by this quarterly report, there were no changes in the Company's internal control over financial reporting that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. They have also concluded that there were no significant changes in the Company’s internal controls after the date of the evaluation.
|
PART II - OTHER INFORMATION
NONE
The information to be reported under this item is not required of smaller reporting companies.
|
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
|
NONE
|
|
DEFAULTS UPON SENIOR SECURITIES
|
NONE
NONE
|
31.1
|
Certification of Kenneth H. Globus, President and Principal Executive Officer of the Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
| |
|
|
31.2
|
Certification of Robert S. Rubinger, Chief Financial Officer of the Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
| |
|
|
32.1
|
Certification of Kenneth H. Globus, President and Principal Executive Officer of the Company, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
| |
|
|
32.2
|
Certification of Robert S. Rubinger, Chief Financial Officer of the Company, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
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/ KENNETH H. GLOBUS
|
| |
Kenneth H. Globus
|
| |
President
|
| |
|
| |
|
| |
By: /S/ ROBERT S. RUBINGER
|
| |
Robert S. Rubinger
|
| Date: May 10, 2011 |
Chief Financial Officer
|