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, 2004
------------------
_______ Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from __________ to ___________
Commission File Number 1-10526
-----------
UNITED-GUARDIAN, INC.
-------------------------------------------------------------------------
(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware 11-1719724
------------------------------- ------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
230 Marcus Boulevard., Hauppauge, New York 11788
-------------------------------------------------------------------------
(Address of Principal Executive Offices)
(631) 273-0900
-------------------------------------------------------------------------
(Issuer's Telephone Number)
-------------------------------------------------------------------------
(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 Company was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes X No
---------- -----------
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:
4,929,539
-------------
Cover Page 2 of 2 Pages
UNITED-GUARDIAN, INC.
INDEX
Page No.
----------
Part I. FINANCIAL INFORMATION
Item 1 - Financial Statements
Consolidated Statements of Earnings -
Three Months Ended March 31, 2004 and 2003.............. 2
Consolidated Balance Sheets -
March 31, 2004 and December 31, 2003.................... 3-4
Consolidated Statements of Cash Flows -
Three Months Ended March 31, 2004 and 2003................ 5
Consolidated Notes to Financial Statements............... 6-10
Item 2 - Management's Discussion and Analysis or Plan 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
1
Part I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
UNITED-GUARDIAN, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
THREE MONTHS ENDED
March 31,
2004 2003
------ ------
Revenue:
Net sales $ 2,967,103 $ 3,217,533
---------- ----------
Costs and expenses:
Cost of sales 1,273,260 1,530,147
Operating expenses 645,851 631,698
---------- ----------
1,919,111 2,161,845
---------- ----------
Income from operations 1,047,992 1,055,688
Other income (expense):
Investment income 57,092 39,241
Gain on sale of assets - 500
Other (17) -
---------- ---------
Income before income taxes 1,105,067 1,095,429
Provision for income taxes 395,200 392,000
--------- ---------
Net income $ 709,867 $ 703,429
========= =========
Earnings per common share
(basic and diluted) $ 0.14 $ 0.14
========= =========
Weighted average shares
- basic 4,923,966 4,881,139
========= =========
Weighted average shares
- diluted 4,936,652 4,894,293
========= =========
See notes to financial statements
2
UNITED-GUARDIAN, INC.
CONSOLIDATED BALANCE SHEETS
March 31, December 31,
2004 2003
------------ -------------
ASSETS (UNAUDITED) (DERIVED FROM
AUDITED FINANCIAL
STATEMENTS)
Current assets:
Cash and cash equivalents $ 2,892,108 $ 2,710,029
Temporary investments 1,615,751 1,615,751
Marketable securities 6,175,001 6,098,986
Accounts receivable, net of
allowance for doubtful accounts
of 27,000 at March 31, 2004
and December 31, 2003 1,368,389 1,007,055
Inventories (net) 1,118,607 1,093,312
Prepaid expenses and other
current assets 304,334 264,978
Deferred income taxes 202,087 207,817
----------- -----------
Total current assets 13,676,277 12,997,928
----------- -----------
Property, plant and equipment:
Land 69,000 69,000
Factory equipment and fixtures 2,882,200 2,825,125
Building and improvements 2,070,111 2,068,752
Waste disposal plant 133,532 133,532
----------- -----------
5,154,843 5,096,409
Less: Accumulated depreciation 4,122,892 4,070,158
----------- -----------
1,031,951 1,026,251
----------- -----------
Other assets:
Processes and patents, net of
accumulated amortization of
$981,797 and $981,732 at
March 31, 2004 and December 31,
2003, respectively - 65
Other 700 700
----------- -----------
700 765
----------- -----------
$ 14,708,928 $ 14,024,944
=========== ===========
See notes to financial statements
3
UNITED-GUARDIAN, INC.
CONSOLIDATED BALANCE SHEETS
March 31 December 31,
2004 2003
--------------- ------------
LIABILITIES AND (UNAUDITED) (DERIVED FROM AUDITED
STOCKHOLDERS' EQUITY FINANCIAL STATEMENTS)
Current liabilities:
Dividends payable $ - $ 737,736
Accounts payable 605,293 309,921
Accrued expenses 431,262 350,769
Taxes payable 302,361 -
--------- ---------
Total current liabilities 1,338,916 1,398,426
--------- ---------
Deferred income taxes 10,000 10,000
--------- ---------
Stockholders' equity:
Common stock, $.10 par value;
10,0000,000 shares authorized;
4,991,739 and 4,984,439 shares
issued, respectively; 4,929,539
and 4,922,239 shares outstanding,
respectively 499,174 498,444
Capital in excess of par value 3,740,613 3,717,160
Accumulated other comprehensive loss (21,170) (30,614)
Retained earnings 9,501,025 8,791,158
Treasury stock, at cost; 62,200 shares (359,630) (359,630)
--------- ---------
Total stockholders' equity 13,360,012 12,616,518
--------- ---------
$ 14,708,928 $ 14,024,944
========== ==========
See notes to financial statements
4
UNITED-GUARDIAN, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
THREE MONTHS ENDED
March 31,
------------
2004 2003
------- -------
Cash flows provided by operating activities:
Net income $ 709,867 $ 703,429
Adjustments to reconcile net income to net
cash provided by operating activities
Depreciation and amortization 52,799 51,075
Amortization of bond premium - 3,060
Net gain on sale of equipment - (500)
Increase (decrease) in in cash resulting
from changes in operating assets and
liabilities
Accounts receivable (361,334) (465,376)
Inventories (25,295) 186,966
Prepaid expenses and other assets (39,356) 95,434
Accounts payable 295,372 134,782
Accrued expenses and taxes payable 382,854 336,683
---------- --------
Net cash provided by operating activities 1,014,907 1,045,553
---------- --------
Cash flows from investing activities:
Acquisition of plant and equipment (58,434) (27,730)
Proceeds from sale of equipment - 500
Net change in temporary investments - 387,832
Purchase of marketable securities (938,764) (866)
Proceeds from sale of marketable securities 877,923 30,000
---------- --------
Net cash (used in) provided by
investing activities (119,275) 389,736
---------- --------
Cash flows from financing activities:
Proceeds from exercise of stock options 24,183 -
Dividends paid (737,736) (488,114)
---------- --------
Net cash used in financing activities (713,553) (488,114)
---------- --------
Net increase in cash and cash
equivalents 182,079 947,175
Cash and cash equivalents at beginning of period 2,710,029 3,184,599
---------- ---------
Cash and cash equivalents at end of period $ 2,892,108 $ 4,131,774
========== =========
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,
2004 and the results of operations and cash flows for the three months ended
March 31, 2004 and 2003. The accounting policies followed by the Company are set
forth in the Company's financial statements included in its December 31, 2003
Annual Report to Shareholders.
2. The results of operations for the three months ended March 31, 2004 and
2003 are not necessarily indicative of the results to be expected for the full
year.
3. Stock-Based Compensation: At its meeting on March 19, 2004 the Board of
Directors of the Company approved the adoption of a new stock-based employee
compensation plan to replace the previous two stock-based employee compensation
plans that expired in 2003. The new plan covers both employees and Directors.
The adoption and implementation of new plan is subject to ratification by the
shareholders of the Company, which is expected to take place at the Company's
annual meeting of stockholders that is set for May 19, 2004. 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
arrangements 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,
2004 2003
-------- --------
Reported net income $ 709,867 $ 703,429
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 0 (7,216)
--------- --------
Pro forma net income $ 709,867 $696,213
========== ========
Earnings per share (basic and diluted)
As reported $ .14 $ .14
Pro forma $ .14 $ .14
6
4. Inventories - Net
Inventories consist of the following: March 31, December 31,
2004 2003
---------- ----------
Raw materials and work in process $ 358,488 $ 225,443
Finished products and fine chemicals 760,119 867,869
---------- ----------
$1,118,607 $1,093,312
========== ==========
At March 31, 2004 and December 31, 2003, the Company has reserved $219,000
for slow moving and obsolete inventory.
5. For purposes of the Statement of Cash Flows, the Company considers all
highly liquid investments purchased with a maturity of three months or less to
be cash equivalents.
Cash payments for taxes were $56,272 and $345 for the three months ended
March 31, 2004 and 2003, respectively.
6. Comprehensive Income (Loss)
The components of comprehensive income (loss) are as follows:
Three months ended March 31,
2004 2003
------ ------
Net income $709,867 $703,429
------- -------
Other comprehensive income (loss)
Unrealized gain (loss) on
marketable securities 15,175 (5,126)
------- -------
Income tax (benefit) on
comprehensive gain (loss) 5,730 (1,913)
------- -------
Other comprehensive income (loss) 9,445 (3,213)
------- -------
Comprehensive income $719,312 $700,216
======= =======
Accumulated other comprehensive income (loss) is comprised of unrealized
gains and losses on marketable securities, net of the related tax effect.
7
7. Earnings Per Share
The following table sets forth the computation of basic and diluted
earnings per share at March 31, 2004 and 2003.
Three months ended
March 31,
2004 2003
------ ------
Numerator:
Net income $ 709,867 $ 703,429
======= =======
Denominator:
Denominator for basic earnings
per share (weighted average
shares) 4,923,966 4,881,139
Effect of dilutive securities:
Employee stock options 12,686 13,154
--------- ---------
Denominator for diluted earnings
per share (adjusted weighted-average
shares) and assumed conversions 4,936,652 4,894,293
========= =========
Basic and diluted earnings per share $ 0.14 $ 0.14
========= =========
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, medical devices, 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 Annual Report for the year ended December 31, 2003. 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 month periods ended March 31, 2004 and 2003.
8
Three months ended March 31,
2004 2003
------------------------------------ ------------------------------------
GUARDIAN EASTERN TOTAL GUARDIAN EASTERN TOTAL
------------ ------------ ----------- ------------ ------------ -----------
Revenues from external customers $ 2,695,232 $ 271,871 $ 2,967,103 $ 2,895,975 $ 321,558 $ 3,217,533
Depreciation and amortization 25,846 - 25,846 20,196 - 20,196
Segment income (loss) before
income taxes 1,103,931 (17,400) 1,086,531 1,113,714 (10,776) 1,102,938
Segment Assets 2,882,597 372,164 3,254,761 2,244,340 361,631 2,065,971
Capital Expenditure 54,592 - 54,592 16,833 - 16,833
Reconciliation to Consolidated Amounts
Income before income taxes
----------------------------
Total income for reportable segments $ 1,086,531 $ 1,102,938
Other income, net 57,075 39,741
Corporate headquarters expense (38,539) (47,250)
---------- ---------
Consolidated earnings before income taxes $ 1,105,067 $ 1,095,429
========== =========
ASSETS
------
Total Assets for reportable segments $ 3,254,761 $ 2,605,971
Corporate headquarters 11,454,167 9,785,076
----------- ----------
Total consolidated assets $14,708,928 $ 12,391,047
=========== ==========
Other significant items
-----------------------
Three Months ended March 31,
2004 2003
------------------------------------------ -------------------------------------------
Segment Consolidated Segment Consolidated
Totals Corporate Totals Totals Corporate Totals
------------ ------------ ------------- ------------- ------------ ------------
Capital Expenditures $ 54,592 $ 3,842 $ 58,434 $ 16,833 $ 10,897 $ 27,730
Depreciation and amortization 25,846 26,953 52,799 20,196 33,939 54,135
9
Geographic Information
----------------------
2004 2003
--------------------------- ---------------------------
Revenues Long-Lived Revenues Long-Lived
Assets Assets
----------- ------------- ----------- -------------
United States $ 1,779,488 $ 1,031,951 $ 1,598,340 $ 1,082,681
France 346,496 408,028
Other countries 841,119 1,211,165
----------- ------------- ----------- -------------
$ 2,967,103 $ 1,031,951 $ 3,217,533 $ 1,082,681
=========== ============= =========== =============
Major Customers
---------------
Customer A (Guardian)* $ 1,248,466 $ 1,477,024
Customer B (Guardian) 270,340 329 132
All other customers 1,448,297 1,411,377
----------- -----------
$ 2,967,103 $ 3,217,533
=========== ===========
* At March 31, 2004 Customer A and B had balances approximating 26% and 20%
respectively of accounts receivable. At March 31, 2003 Customer A and B had
balances approximating 47% and 21% respectively of accounts receivable.
Item 2. Management's Discussion and Analysis or Plan of Operation
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
10
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
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 to 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 the end of FY-2003 on December 31,
2003, and a comparison of the results of operations for the three month period
ended March 31, 2004 and March 31, 2003. 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,
2003.
11
RESULTS OF OPERATIONS
Gross revenue from operations
-----------------------------
For the three month period ended March 31, 2004 net sales decreased
$250,430 (7.8%) versus the comparable period in 2003. The Guardian Laboratories
division ("Guardian") had a sales decrease of $200,743 (6.9%) while the Eastern
Chemical subsidiary ("Eastern") had a sales decrease of $49,687 (15.5%).
The decrease in Guardian's sales is believed to be due mainly to normal
fluctuations in purchasing patterns of its customers. The decrease in Eastern's
sales is believed to be partially attributable to normal fluctuations in
purchasing patterns of its customers, but may also be partially due to some loss
of business due to the Company maintaining lower inventory levels as compared to
the prior year.
Cost of sales
-------------
Cost of sales as a percentage of sales decreased to 42.9% for the three
months ended March 31, 2004 from 47.6% for the comparable period ended March 31,
2003. This decrease is mainly due to a reduction in the capitalization of
overhead for the three month period in 2004 as compared to the comparable period
in the prior year.
Operating Expenses
------------------
Operating expenses increased $14,153 (2.2%) for the three months ended
March 31, 2004 compared to the comparable period in 2003. Increases in expenses
for the three month period were mainly due to payroll and payroll related costs,
including bonus accrual.
Investment income
-----------------
Investment income increased $17,851 (45.5%) for the three months ended
March 31, 2004 when compared to the comparable period in 2003. This increase was
attributable to an increase in investment in bonds with higher yields as opposed
to lower-yielding money market funds and certificates of deposit. Investment
income is recorded net of brokerage fees.
Provision for income taxes
--------------------------
The provision for income taxes increased $3,200 (0.8%) for the three months
ended March 31, 2004 as compared to the comparable period in 2003. This increase
is mainly due to increased investment income, partially offset by the decrease
in operating income during the three months ended March 31, 2004, as compared to
the comparable period in 2003.
LIQUIDITY AND CAPITAL RESOURCES
Working capital increased from $11,599,502 at December 31, 2003 to
$12,337,361 at March 31, 2004. The current ratio increased from 9.3 to 1 at
December 31, 2003 to 10.2 to 1 at March 31, 2004. The Company has no commitments
12
for any further significant capital expenditures during the remainder of 2004,
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 $1,014,907 and $1,045,553 for
the three months ended March 31, 2004 and March 31, 2003 respectively. The
decrease was primarily due to the net effect of increases and decrease in
accounts receivable and accounts payable.
During the three month period ended March 31, 2004 $119,275 was used in
investment activities, as compared to the three months ended March 31, 2003 when
$389,736 was provided by investing activities. The change from $389,736 provided
by investing activities in 2003 to $119,275 used in investing activities in 2004
was due to an increase in purchases of marketable securities (primarily bonds).
Cash used in financing activities was $713,553 and $488,114 for the three
months ended March 31, 2004 and March 31, 2003 respectively. The increase is due
primarily to an increase in dividends paid during the three months ended March
31, 2004 as compared to the three months ended March 31, 2003.
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 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: NONE
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
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
13
a. Exhibits
31.1 Certification of Alfred R. Globus, Chairman and Chief
Executive Officer of the Company, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
31.2 Certification of Kenneth H. Globus, President and Chief
Financial of the Company, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
32.1 Certification of Alfred R. Globus, Chairman and Chief
Executive Officer of the Company, pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.2 Certification of Kenneth H. Globus, President and Chief
Financial Officer of the Company, pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
b. Reports on Form 8-K
There was one report on Form 8-K filed on March 12, 2004
pertaining to the issuance of an earnings release by the Company
on March 12, 2004.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
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 7, 2004
14