UG United Guardian Inc

UNITED-GUARDIAN, INC.

 

INDEX TO FINANCIAL STATEMENTS

 

	PageNo.
Part I. FINANCIAL INFORMATION
Item 1 - Condensed Financial Statements (unaudited unless indicated otherwise)
Statements of Income - Three and Six Months ended June 30, 2023 and 2022	2
Balance Sheets – June 30, 2023 (unaudited) and December 31, 2022 (audited)	3-4
Statements of Changes in Stockholders’ Equity – Three and Six Months ended  June 30, 2023 and 2022	5
Statements of Cash Flows – Six Months ended June 30, 2023 and 2022	6
Notes to Condensed Financial Statements	7-7
Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations	15-22
Item 3 - Quantitative and Qualitative Disclosures About Market Risk	22
Item 4 - Controls and Procedures	22-23
Part II. OTHER INFORMATION
Item 1 - Legal Proceedings	23
Item 1A - Risk Factors	23
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 3 - Defaults Upon Senior Securities	23
Item 4 - Mine Safety Disclosures	23
Item 5 - Other Information	23
Item 6 - Exhibits	24
Signatures	24

 

 

 

UNITED-GUARDIAN, INC.

 

Part I. FINANCIAL INFORMATION

 

ITEM 1. Condensed Financial Statements

 

STATEMENTS OF INCOME
(unaudited)

 

 

 

See Notes to Condensed Financial Statements

 

 

UNITED-GUARDIAN, INC.

 

BALANCE SHEETS

 

 

 

 

 

 

See Notes to Condensed Financial Statements

 

 

UNITED-GUARDIAN, INC.

 

BALANCE SHEETS

(continued)

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

See Notes to Condensed Financial Statements

 

 

 

 

UNITED-GUARDIAN, INC.

 

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(unaudited)

 

 

THREE AND SIX MONTHS ENDED JUNE 30, 2023

 

 

 

 

 

THREE AND SIX MONTHS ENDED JUNE 30, 2022

 

 

 

 

 

 

See Notes to Condensed Financial Statements

 

 

UNITED-GUARDIAN, INC.

STATEMENTS OF CASH FLOWS
(unaudited)

 

 

See Notes to Condensed Financial Statements

 

 

UNITED-GUARDIAN, INC.

 

NOTES TO CONDENSED FINANCIAL STATEMENTS

(unaudited)

 

1.	Nature of Business

 

United-Guardian, Inc. (“Registrant” or “Company”) is a Delaware corporation that, through its Guardian Laboratories division, manufactures and markets cosmetic ingredients, pharmaceuticals, and medical lubricants. The Company conducts research and product development and modifies, refines, and expands the uses for existing products, with the goal of further developing the market for its products. The Company also develops new products using natural and environmentally friendly raw materials, which is a priority for many of the Company’s cosmetic customers.

 

2.	Basis of Presentation

 

Interim condensed financial statements of the Company are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) for interim financial information, pursuant to the requirements for reporting on Form 10-Q and Regulation S-X. In the opinion of management, all adjustments considered necessary for the fair presentation of financial statements for the interim periods have been included. The results of operations for the three and six months ended June 30, 2023 (also referred to as the "second quarter of 2023" and the "first half of 2023", respectively) are not necessarily indicative of results that ultimately may be achieved for any other interim period or for the year ending December 31, 2023. The interim unaudited condensed 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, 2022.

 

3.	Impact of the Coronavirus Pandemic, Global Supply Chain Instability, and Inflation

 

There continues to be residual impact on the Company’s business and financial performance from the coronavirus pandemic. In particular, there has been decreased demand for the Company’s Lubrajel® products in China as a result of (a) slower than expected post-COVID economic recovery in China; (b) increased competition from lower-priced competitors, especially those from Asian producers; (c) overstocking on the part of certain customers while the zero-COVID mandate was in effect in China for much of 2022.

 

As a result of the ongoing supply chain instability, the Company has experienced longer lead times and higher prices for many of its raw materials. The increases in raw material prices have negatively impacted the Company’s gross profit margins in the first half of 2023 and may continue to impact gross profit margins in upcoming quarters. To help offset rising raw material prices and shipping costs and their impact on the Company’s gross margins, the Company has instituted price increases on many of its products.

 

While inflation has lessened somewhat during 2023, it is uncertain if this downward trend in the Company’s gross margins will continue. If the inflation rate begins to rise in the second half of the year, there will likely be further increases in raw material costs, shipping costs, and internal labor costs, which could negatively impact the Company’s future gross margins.

 

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As a result of the residual effects of the coronavirus pandemic, combined with global supply chain instability and inflation, there continues to be uncertainty regarding the potential impact on the Company’s operations and its financial results. The Company is unable to provide an accurate estimate or projection as to what the future impact will be on the Company’s operations and its financial performance going forward.

 

4.	Use of Estimates

 

In preparing financial statements in conformity with US GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as revenues and expenses during the reporting period. Actual results could differ from those estimates. Such estimated items include the allowance for bad debts, reserve for inventory obsolescence, accrued distribution fees, outdated material returns, possible impairment of marketable securities, and the allocation of overhead.

 

5.	Cash and Cash Equivalents

 

For financial statement purposes, the Company considers as cash equivalents all highly liquid investments with an original maturity of three months or less at the time of purchase. The Company deposits cash and cash equivalents with financially strong, FDIC-insured financial institutions, and believes that any amounts above FDIC insurance limitations are at minimal risk. The amounts held in excess of FDIC limits at any point in time are considered temporary and are primarily due to the timing of the maturities of United States Treasury Bills. Cash and cash equivalents held in these accounts are currently insured by the Federal Deposit Insurance Corporation (“FDIC”) up to a maximum of $250,000. At June 30, 2023 and December 31, 2022, $1,221,000 and $105,000, respectively, exceeded the FDIC limit.

 

Cash and cash equivalents include currency on hand, demand deposits with banks or financial institutions, and short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present minimal risk of changes in value because of changes in interest rates. The following table summarizes the Company's cash and cash equivalents:

                  

		June 30, 2023				December 31, 2022
Demand Deposits		$	809,236			$	333,275
Money Market Funds			1,005,821				-
U.S. Treasury Bills (original 3-month maturity)			4,667,850				497,177
Total Cash and Cash Equivalents		$	6,482,907			$	830,452

 

 

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6.	Revenue Recognition

 

The Company records revenue in accordance with ASC Topic 606 “Revenue from Contracts with Customers.” Under this guidance, revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration expected to be received in exchange for those goods or services. The Company’s principal source of revenue is product sales.

 

The Company’s sales, as reported, are subject to a variety of deductions, some of which are estimated. These deductions are recorded in the same period that the revenues are recognized. Such deductions, primarily related to the sale of the Company’s pharmaceutical products, include chargebacks from the United States Department of Veterans Affairs (‘VA”), rebates in connection with the Company’s participation in Medicare programs, distribution fees, discounts, and outdated product returns. These deductions represent estimates of the related obligations and, as such, knowledge and judgment are required when estimating the impact of these revenue deductions on sales for a reporting period.

 

During 2023 and 2022, the Company participated in various government drug rebate programs related to the sale of Renacidin®, our best-selling pharmaceutical product. These programs include the Veterans Affairs Federal Supply Schedule (FSS), and the Medicare Part D Coverage Gap Discount Program (CGDP). These programs require the Company to sell its product at a discounted price. The Company’s sales, as reported, are net of these product rebates and discounts, some of which are estimated and are recorded in the same period that the revenue is recognized.

 

The Company recognizes revenue from sales of its cosmetic ingredients, medical, and industrial products when those products are shipped, as long as a valid purchase order has been received and future collection of the sale amount is reasonably assured. These products are shipped “Ex-Works” from the Company’s facility in Hauppauge, NY, and it is at this time that risk of loss and responsibility for the shipment passes to the customer and the Company’s performance obligation is satisfied. Sales of these products are deemed final, and there is no obligation on the part of the Company to repurchase or allow the return of these goods unless they are defective.

 

The Company’s pharmaceutical products are shipped via common carrier upon receipt of a valid purchase order, with, in most cases, the Company paying the shipping costs. Sales of pharmaceutical products are final, and revenue is recognized at the time of shipment, which is when the risk of loss and responsibility for the shipment passes to the customer, and the performance obligation of the Company is satisfied. Pharmaceutical products are returnable only at the discretion of the Company unless (a) they are found to be defective; (b) the product is damaged in shipping; or (c) the product is outdated (but not more than one year after its expiration date, which is a return policy which conforms to standard pharmaceutical industry practice). The Company estimates an allowance for outdated material returns based on prior year historical returns of its pharmaceutical products.

 

The Company does not make sales on consignment, and the collection of the proceeds from the sale of any of the Company’s products is not contingent upon the customer being able to sell the goods to a third party.

 

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Any allowances for returns are taken as a reduction of sales within the same period the revenue is recognized. Such allowances are determined based on historical experience under ASC Topic 606-10-32-8. The Company has not experienced significant fluctuations between estimated allowances and actual activity. At June 30, 2023 and 2022, the Company had an allowance of $277,274 and $331,943, respectively, for possible outdated material returns, which is included in accrued expenses.

 

The Company has distribution fee contracts with certain distributors of its pharmaceutical products that entitle them to distribution and service-related fees. The Company estimates distribution fees and records distribution fees as offsets to revenue.

 

Disaggregated sales by product class are as follows:

 

		Three months ended June 30,								Six months ended June 30,
		2023				2022				2023				2022
Cosmetic ingredients		$	772,887			$	1,393,963			$	1,534,788			$	3,471,878
Pharmaceuticals			1,376,601				1,238,384				2,730,825				2,463,597
Medical lubricants			482,512				962,080				903,543				1,519,875
Industrial products			18,299				31,750				51,467				63,185
Total Net Sales		$	2,650,299			$	3,626,177			$	5,220,623			$	7,518,535

 

The Company’s cosmetic ingredients are marketed worldwide by five distributors, of which U.S.-based Ashland Specialty Ingredients (“ASI”) purchases the largest volume. Approximately 22% of the Company’s total sales in the second quarter of 2023 were to customers located outside of the United States, compared with approximately 35% in the second quarter of 2022. For the six months ended June 30, 2023, approximately 23% of the Company’s total sales were to customers located outside of the United States, compared with approximately 28% for the six months ended June 30, 2022.

 

Disaggregated sales by geographic region are as follows:

 

		Three months ended								Six months ended
		June 30,								June 30,
		2023				2022				2023				2022
United States*		$	2,067,533			$	2,353,952			$	4,009,775			$	5,433,846
Other countries			582,766				1,272,225				1,210,848				2,084,689
Total Sales		$	2,650,299			$	3,626,177			$	5,220,623			$	7,518,535

 

 

* Since substantially all purchases by ASI are shipped to ASI’s warehouses in the U.S., all sales to ASI are reported as U.S. sales for financial reporting purposes, even though a significant quantity of those purchases will be shipped by ASI to foreign customers. ASI has reported to the Company that approximately 70% of its sales of the Company’s products in the second quarter of 2023 were to foreign customers, with China representing approximately 40%. For the same time period in 2022, approximately 75% of ASI’s sales of the Company’s products were to foreign customers, with China representing approximately 46%.

 

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For the six months ended June 30, 2023 approximately 70% of ASI’s sales of the Company’s products were to customers in other countries, with China accounting for approximately 29% of ASI’s sales of the Company’s products, as compared with approximately 73% of ASI’s sales going to customers in other countries for the six months ended June 30, 2022, with China accounting for approximately 43% of ASI’s sales of the Company’s products during that period.

 

7.	Accounting for Financial Instruments – Credit Losses

 

On January 1, 2023, the Company adopted ASU 2016-13, Financial Instruments – Credit Losses. In accordance with this standard, the Company recognizes an allowance for credit losses for its trade receivables to present the net amount expected to be collected as of the balance sheet date. This allowance is based on the credit losses expected to arise over the life of the asset and are based on Current Expected Credit Losses (CECL). Implementation of this standard did not have a material effect on the Company’s financial statements.

 

The timing between recognition of revenue for product sales and the receipt of payment is not significant. The Company’s standard credit terms, which vary depending on the customer, range between 30 and 60 days. The Company provides allowances for any receivables for which collection is doubtful in accordance with ASU 2016-13. As of June 30, 2023 and December 31, 2022, the allowance for doubtful accounts receivable was $34,823 and $20,063, respectively. Prompt-pay discounts are offered to some customers; however, due to the uncertainty of the customers taking the discounts, the discounts are recorded only after they have been taken.

 

8.	Marketable Securities

 

Marketable securities include investments in fixed income and equity mutual funds and certificates of deposit, which are reported at their fair values.

 

The disaggregated net gains and losses on marketable securities that were recognized on the income statements for the three- and six-months ended June 30, 2023 and June 30, 2022 were as follows:

 

		THREE MONTHS ENDED JUNE 30,								SIX MONTHS ENDED JUNE 30,
		2023				2022				2023				2022
Net gains (losses) recognized during the period on marketable securities		$	7,479			$	(460,278	)		$	80,180			$	(853,938	)
Less: Net losses recognized on marketable securities sold during the period			(433,769	)			(207,936	)			(433,769	)			(207,936	)
Unrealized gains (losses) recognized during the reporting period on marketable securities still held at the reporting date		$	441,248			$	(252,342	)		$	513,949			$	(646,002	)

 

The fair values of the Company’s marketable securities are determined in accordance with US 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 at the measurement date. 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 US GAAP, which prioritizes the inputs used in measuring fair value as follows:

 

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•

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 the full term of the financial instrument.

 

•

Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement.

 

The Company’s marketable equity securities, which are considered available for sale securities, are re-measured to fair value on a recurring basis and are valued using Level 1 inputs using quoted prices (unadjusted) for identical assets in active markets.

 

The following tables summarize the Company’s investments:

 

June 30, 2023 (unaudited)

 

		Cost				Fair value				Unrealized gain (loss)
Equity Securities
Fixed income certificates of deposit		$	400,000			$	400,000			$	-
Equity and other mutual funds			538,503				539,576				1,073
Total equity securities			938,503				939,576				1,073
Total marketable securities		$	938,503			$	939,576			$	1,073

 

December 31, 2022 (audited)

 

Equity Securities
Fixed income mutual funds		$	5,449,227			$	4,924,497			$	(524,730	)
Equity and other mutual funds		717,165					729,019				11,854
Total equity securities			6,166,392				5,653,516				(512,876	)
Total marketable securities		$	6,166,392			$	5,653,516			$	(512,876	)

 

Investment income is recognized when earned and consists principally of dividend income from equity and fixed income mutual funds and interest income from United States Treasury Bills, certificates of deposit and money market funds. Realized gains and losses on sales of investments are determined on a specific identification basis.

 

Proceeds from the sale and redemption of marketable securities amounted to $5,255,145 for the first half of 2023, which includes realized losses of $433,769. Proceeds from the sale and redemption of marketable securities amounted to $1,658,292 for the first half of 2022, which included realized losses on sales of $207,936.

 

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9.	Inventories

 

		June 30,				December 31,
		2023				2022
		(unaudited)				(audited)
Inventories consist of the following:
Raw materials		$	524,927			$	601,125
Work in process			57,751				16,520
Finished products			1,196,348				1,054,367
Total inventories		$	1,779,026			$	1,672,012

 

Inventories are valued at the lower of cost and net realizable value. Cost is determined using the average cost method, which approximates cost determined by the first-in, first-out (“FIFO”) method. Finished product inventories at June 30, 2023 and December 31, 2022 are stated net of a reserve of $72,000 and $64,000, respectively, for slow moving and obsolete inventory.

 

10.	Income Taxes

 

The Company’s tax provision is based on its estimated annual effective tax rate. The Company continues to fully recognize its tax benefits, and as of June 30, 2023 and December 31, 2022, the Company did not have any unrecognized tax benefits. The Company’s provision for income taxes for the three- and six-months ended June 30, 2023 and 2022, included the following:

 

 

		Three months ended June 30,								Six months ended June 30,
		2023				2022				2023				2022
(Benefit) provision for federal income taxes - current		$	(81,601	)		$	331,161			$	164,778			$	455,657
Provision for state income taxes - current			-				-				250				100
Provision (benefit) for federal income taxes - deferred			201,006				(165,974	)			150,453				(51,319	)
Total provision for Income taxes		$	119,405			$	165,187			$	315,481			$	404,438

 

11.	Defined Contribution Plan

 

The Company sponsors a 401(k) defined contribution plan (“DC Plan”) that provides for a dollar-for-dollar employer matching contribution of the first 4% of each employee’s pay that is deferred by the employee. Employees become fully vested in employer matching contributions immediately.

 

The Company also makes 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. Employees become vested in the discretionary contributions as follows: 20% after two years of employment, and 20% for each year of employment thereafter until the employee becomes fully vested after six years of employment.

 

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The Company accrued $54,500 in contributions to the DC Plan for the six-months ended June 30, 2023 and 2022, respectively. In the first six months of 2023, the Company made discretionary contributions of $94,326 to the DC Plan. This payment represented the remaining portion of the Company’s 2022 discretionary contribution. For the first half of 2022, the Company made discretionary contributions of $109,000 to the DC Plan.

 

12.	Other Information

 

		June 30,				December 31,
Accrued Expenses		2023 (unaudited)				2022 (audited)
Bonuses		$	93,502			$	175,496
Distribution fees			411,361				395,536
Payroll and related expenses			138,878				53,475
Reserve for outdated material			277,274				369,154
Company 401(k) contribution			54,500				94,326
Audit fee			42,500				66,500
Annual report expenses			27,449				68,349
Sales rebates			62,774				80,926
Insurance			43,250				-
Other			25,159				18,294
Total accrued expenses		$	1,176,647			$	1,322,056

 

13.	Recent Accounting Pronouncements

 

In January 2023, the Company adopted ASU-2016-13 “Financial Instruments – Credit Losses.” This guidance introduces a new credit loss methodology, Current Expected Credit Losses (“CECL”), which requires earlier recognition of credit losses, while also providing additional transparency about credit risk. The guidance requires organizations to measure all expected credit losses for financial instruments at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Implementation of this standard did not have a material effect on the Company’s financial statements.

 

14.	Concentrations of Credit Risk

 

Customer Concentration: Accounts receivable potentially exposes the Company to concentrations of credit risk. The Company monitors the amount of credit it allows each of its customers, using the customer’s prior payment history to determine how much credit to allow or whether any credit should be given at all. It is the Company’s policy to discontinue shipments to any customer that is substantially past due on its payments. The Company sometimes requires payment in advance from customers whose payment record is questionable. As a result of its monitoring of the outstanding credit allowed for each customer, as well as the fact that the majority of the Company’s sales are to customers whose satisfactory credit and payment record has been established over a long period of time, the Company believes that its credit risk from accounts receivable is low.

 

During the three months ended June 30, 2023, one of the Company’s cosmetic ingredient distributors, along with three of its pharmaceutical distributors, together were responsible for 81% of the Company’s sales, and accounted for 84% of its outstanding accounts receivable at June 30, 2023. During the three months ended June 30, 2022, the same cosmetic ingredient distributor and three pharmaceutical distributors together were responsible for 65% of the Company’s sales, and accounted for 68% of its outstanding accounts receivable at June 30, 2022.

 

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During the six months ended June 30, 2023, one of the Company’s cosmetic ingredient distributors, along with three of its pharmaceutical distributors, together were responsible for 78% of the Company’s sales, and accounted for 84% of its outstanding accounts receivable at June 30, 2023. During the six-month period ended June 30, 2022, the same cosmetic ingredient distributor and three pharmaceutical distributors together were responsible for 72% of the Company’s sales, and accounted for 68% of its outstanding accounts receivable at June 30, 2022.

 

15.	Related-Party Transactions

 

For the three- and six-month periods ended June 30, 2023, the Company made payments of $30,000 and $60,000 respectively, to Ken Globus, the Company’s former President, for consulting services provided to the Company. There were no payments made to Mr. Globus for consulting services in the corresponding periods in 2022.

 

For the three- and six-month periods ended June 30, 2023, the Company made payments of $3,000, to the accounting firm PKF O’Connor Davies (“PKF”) for accounting and tax services. Lawrence Maietta, a partner at PKF, is a director of the Company. For the three- and six-month periods ended June 30, 2022, the Company made payments of $5,000 to the accounting firm PKF, for accounting and tax services.

 

16.	Earnings Per Share

 

Basic earnings per share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period, increased to include the number of additional shares of common stock that would have been outstanding if the potentially dilutive securities had been issued.

 

Per share basic and diluted earnings amounted to $0.10 and $0.14 for the three months ended June 30, 2023 and 2022, respectively, and $0.26 and $0.34 for the six months ended June 30, 2023 and 2022, respectively.

 

Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations.

 

The following discussion and analysis covers material changes in the financial condition of the Company since the year ended December 31, 2022, and a comparison of the results of operations for the second quarter of 2023 and 2022 and the first half of 2023 and 2022. This discussion and analysis should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022. All references in this quarterly report to “sales” or “Sales” shall mean “net sales” unless specifically identified as “gross sales”.

 

 

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”, “anticipates”, or other similar expressions. Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond the Company’s 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; changes in 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 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, through its Guardian Laboratories division, manufactures and markets cosmetic ingredients, pharmaceuticals, and medical lubricants. The Company conducts various research and development activities. The Company’s research and development department modifies, refines, and expands the uses for existing products, with the goal of further developing the markets that its products are used in. The Company also develops new products with a focus on using natural and environmentally friendly raw materials, which is a priority for many of the Company’s cosmetic customers. All the products that the Company markets, except for Renacidin, are produced at its facility in Hauppauge, New York. Renacidin, a urological product, is manufactured for the Company by an outside contract manufacturer.

 

One of the Company’s most important product lines is its Lubrajel line of multifunctional water-based gel formulations, which are designed to provide sensory enhancement, lubrication, hydration, and texture to both personal care and medical products.

 

The Company’s cosmetic ingredients are marketed worldwide for cosmetic uses by five distributors, each handling a different geographic area, with the largest being U.S.-based ASI. In the last few years, to meet the growing demand for “green” and sustainable products, the Company has focused on developing and launching new products which only contain ingredients that are considered “natural”. The Lubrajel products in the new natural line have been certified by the Cosmetic Organic and Natural Standard (“COSMOS”). This standard is recognized globally by the cosmetic industry.

 

 

Renacidin and the Company’s other pharmaceutical product, Clorpactin® WCS-90, are distributed through full-line drug wholesalers and are currently marketed only in the United States. Those wholesalers in turn sell the products to pharmacies, hospitals, nursing homes, other long-term care facilities, and government agencies, primarily the VA. The Company promotes Renacidin through a dedicated website. Clorpactin WCS-90, as well as the Company’s other products, are marketed through information provided on the Company’s corporate website.

 

The Company’s medical lubricants, which consist of water-based gel formulations designed to provide sensory enhancement and lubrication mainly for medical device applications. Products are sold directly to end-users, or to contract manufacturers utilized by those end-users.

 

The Company does have competition in the marketplace for some of its products, particularly its cosmetic ingredients, some of its pharmaceutical products and its medical lubricants. These competitive products are usually sold at a lower price than the Company’s products; however, they may not compare favorably to the level of performance and quality of the Company’s products.

 

The Company recognizes revenue when all of the following requirements are satisfied (a) persuasive evidence of a sales arrangement exists; (b) products are shipped, which is when the performance obligation is satisfied and title and risk of loss pass to the customers; and (c) 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.

 

In recent years, the Company has elected to rely on trade secret protection to protect its intellectual property for proprietary product formulations and manufacturing methods. The Company will file for patent protection in situations where the Company believes that relying on trade secret protection alone would not provide sufficient protection. The Company owns the Lubrajel®, Renacidin®, and Clorpactin® trademarks.

 

The current supply chain instability has not significantly affected the ability of the Company to obtain raw materials, but it has made some of those materials more expensive and created longer lead times for some of them. The increased costs of some of these raw materials has continued to impact the Company’s gross profit margins and may continue to impact the gross profit margins in the future on certain products. In response to the rising raw material prices, the Company instituted price increases on many of its products where possible and hopes to minimize the impact on the gross margins in the future.

 

With the continuing uncertainty as to what the duration and future impact of the pandemic, supply chain instability and increasing interest rates will be, the Company is unable to provide an accurate estimate or projection as to what the continuing impact of the pandemic will be on the Company’s operations or its financial results in the future.

 

 

 

CRITICAL ACCOUNTING POLICIES

 

As disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, 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 US GAAP. 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, investments, inventory, and income taxes. Since December 31, 2022, 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, 2022, and a comparison of the results of operations for the six months ended June 30, 2023 and June 30, 2022. This discussion and analysis should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. All references in this quarterly report to “sales” or “Sales” shall mean Net Sales unless specified otherwise.

 

The Company recognizes revenue from sales of its cosmetic ingredients, medical lubricants, and industrial products when all of the following requirements are satisfied (a) a valid purchase order has been received; (b) products are shipped, which is when the performance obligation is satisfied and title and risk of loss pass to the customers; and (c) future collection of the sale amount is reasonably assured. These products are shipped “Ex-Works” from the Company’s facility in Hauppauge, NY, and it is at this time that risk of loss and responsibility for the shipment passes to the customer. Sales of these products are deemed final, and there is no obligation on the part of the Company to repurchase or allow the return of these goods unless they are defective.

 

The Company’s pharmaceutical products are shipped via a common carrier upon receipt of a valid purchase order, with, in most cases, the Company paying the shipping costs. The Company assumes responsibility for the shipment arriving at its intended destination. Sales of pharmaceutical products are final and revenue is recognized at the time of shipment, which is when the performance obligation is satisfied. Pharmaceutical products are returnable only at the discretion of the Company unless (a) they are found to be defective; (b) the product is damaged in shipping; or (c) the product is outdated (but not more than one year after its expiration date, which is a return policy which conforms to standard pharmaceutical industry practice). The Company estimates an allowance for outdated material returns based on gross sales of its pharmaceutical products.

 

In accordance with ASU-2016-13, the Company recognizes an allowance for credit losses for financial assets carried at amortized cost to present the net amount expected to be collected as of the balance sheet date. Such allowance is based on the credit losses expected to arise over the life of the asset.

 

 

 

 

RESULTS OF OPERATIONS

 

Net Sales

 

Net sales for the second quarter of 2023 decreased by $975,878 (27%) when compared with the same period in 2022. Net sales for the first half of 2023 decreased by $2,297,912 (31%) as compared with the corresponding period in 2022. The decrease in sales for the second quarter of 2023 and the first half of 2023 were attributable to changes in sales of the following product lines:

 

Cosmetic ingredients:

 

(a) Second quarter sales: For the second quarter of 2023, the Company’s sales of cosmetic ingredients decreased by $621,076 (45%) when compared with the second quarter of 2022. The decrease was due primarily to a net decrease of $402,586 (43%) in sales of the Company’s cosmetic ingredients to ASI when compared with the second quarter of 2022. Based on information provided by ASI, the decrease in sales was due to three main factors 1) decreased demand for the Company’s Lubrajel products in China due to slow post-COVID economic growth; 2) increased competition from lower-priced competitors, especially those from Asian producers; and 3) customers working off excess stock, maintaining lower inventory levels, and changing ordering patterns to just in time.

 

Second quarter sales to the Company’s four other distributors, as well as to one direct cosmetic ingredient customer, decreased by a net of $218,490 (50%) compared with the second quarter of 2022. The decrease was attributable to sales decreases of $225,182 to the Company’s distributors in the UK and Italy. These decreases were offset by an increase in sales of $6,692 to the Company’s distributors in Switzerland and France as well as one direct customer.

 

(b) Six-month sales: For the first half of 2023 the Company’s sales of cosmetic ingredients decreased by $1,937,090 (56%) when compared with the corresponding period in 2022. This decrease was due primarily to a net decrease in sales to ASI of $1,564,484 (59%) when compared with the second quarter of 2022. This decrease was combined with a net decrease in sales of $372,606 to the Company’s four other distributors and one direct customer. Sales to the Company’s distributors in the United Kingdom, France, and Italy and one direct customer decreased by $374,965 and sales to the Company’s distributor in Switzerland increased by $2,359.

 

Pharmaceuticals:

 

There are fees, rebates and allowances associated with sales of the Company’s two pharmaceutical products, Renacidin and Clorpactin. As a result, discussion of the Company’s pharmaceutical sales includes references to both gross sales (before fees, rebates, and allowances) and net sales (after fees, rebates and allowances). Gross sales of the Company’s pharmaceutical products for the three- and six-month periods ended June 30, 2023 increased by $154,369 (10%) and $180,009 (6%), respectively, compared with the corresponding periods in 2022. These increases were due primarily to increases of $170,351 (13%) and $183,490 (7%) in gross sales of Renacidin for the three- and six-month periods, respectively, ended June 30, 2023. These increases were offset by decreases of $15,982 (8%) and $3,481 (1%) in gross sales of the Company’s other pharmaceutical product, Clorpactin, for the same three- and six-month periods, respectively. The Company attributes the increase in sales of Renacidin to a price increase that went into effect during the quarter combined with normal fluctuations in customer ordering patterns. The decrease in sales of Clorpactin was also believed to be caused by normal fluctuation in customer ordering patterns.

 

 

The difference between the net sales increase compared with the gross sales increase for these products is due to a combination of 1) the net increase in gross sales of those products, combined with; 2) an increase in pharmaceutical sales allowances of $16,152 (5%) for the three-month period ended June 30, 2023, and a decrease in pharmaceutical sales allowances of $87,218 (21%) for the six-month period ended June 30, 2023. These allowances typically have a direct relationship with the sales of the Company’s pharmaceutical products, however, for the six-month period ended June 30, 2023, the decrease in sales allowances was primarily due to a decrease in outdated material returns allowances.

 

Medical lubricants:

 

Sales of the Company’s medical lubricants for the three- and six-month periods ended June 30, 2023, decreased by $479,568 (50%) and $616,332 (41%), respectively, compared with the same periods in 2022. The decrease in sales for the three- and six-month periods was primarily due to one of the Company’s larger customers in China changing their ordering patterns in 2023 due to the overstocking of product while China’s Zero-COVID Mandate was in place.

 

Industrial and other products:

 

Sales of the Company's industrial products, as well as other miscellaneous products, for the three- and six-month periods ended June 30, 2023, decreased by $13,451 and $11,718, respectively, when compared with the corresponding periods in 2022. The decrease in sales for both periods was primarily due to the Company’s phase out of its industrial product line due to low sales. The second quarter of 2023 is the last period for which the Company will be reporting sales of this product line.

 

Cost of Sales

 

Cost of sales as a percentage of net sales increased to 54% in the second quarter of 2023 from 47% in the second quarter of 2022. For the first six months of 2023, cost of sales as a percentage of sales increased to 48% compared with 45% for the first six months of 2022. The increases in both periods were the result of 1) the product sales mix in 2023 compared with the same periods in 2022. The Company’s pharmaceutical products represented a larger percentage of the Company’s sales for both the three- and six-month periods ended June 30, 2023 compared with the same periods in 2022. These products carry a lower gross margin than the Company’s cosmetic products and medical lubricants, and 2) higher per unit overhead costs due to reduced production caused by lower demand for some of the Company’s products.

 

Operating Expenses

 

Operating expenses, consisting of selling and general and administrative expenses, decreased by $46,136 (7%) and $74,939 (6%) respectively, for the three- and six-month periods ended June 30, 2023 compared with the equivalent periods in 2022. The decrease in both periods was mainly due to decreases in employee bonuses and depreciation expenses.

 

 

 

 

Research and Development Expenses

 

Research and development expenses increased by $16,463 (15%) and $11,756 (5%), respectively, for the three- and six-month periods ended June 30, 2023, compared with the equivalent periods in 2022. The increase was primarily due to increases in payroll and payroll-related expenses.

 

Investment Income

 

Investment income decreased by $3,910 (7%) for the second quarter of 2023 compared with the second quarter of 2022 and increased by $3,172 (3%) for the first half of 2023 compared with the same period in 2022. The decrease in the second quarter was primarily due to a shift in the investment portfolio from equity and fixed income mutual funds to U.S. Treasury Bills and Certificates of Deposit, which yielded slightly less income during the second quarter of 2023 compared to the same period in 2022. The increase for the six-month period was primarily due to an increase in the overall investment portfolio.

 

Net Gain (loss) on Marketable Securities

 

For the three- and-six-month periods ended June 30, 2023, the Company recorded net gains on its marketable securities portfolio in the amount of $7,479 and $80,180, respectively. For the corresponding periods in 2022, the Company recorded net losses of $460,278 and $853,938, respectively. The reason for the fluctuation was due to 1) during 2022, the Company’s fixed income mutual funds (which made up approximately 90% of the investment portfolio) lost a significant amount of value due to increases in interest rates and those unrealized losses were recorded during 2022; and 2) a majority of those mutual funds were sold during the second quarter of 2023, and while most of the losses had already been recorded in 2022, there were some increases in market value at the time of these sales, which created unrealized gains in the current period. The Company’s management and Board of Directors are continuing to closely monitor the Company's investment portfolio and will make any adjustments they believe may be necessary or appropriate in order to minimize the future impact on the Company’s financial position that the volatility of the global financial markets may have.

 

Provision for Income Taxes

 

The Company's effective income tax rate was 21% for the first half and second quarter of both 2023 and 2022. The Company’s tax rate is expected to remain at 21% for the current fiscal year.

 

LIQUIDITY AND CAPITAL RESOURCES

 

Working capital increased from $8,596,939 at December 31, 2022 to $10,009,566 at June 30, 2023, an increase of $1,412,627. The current ratio increased from 7.3 to 1 at December 31, 2022 to 8.4 to 1 at June 30, 2023. The increase in working capital and the current ratio was primarily due to an increase in cash and prepaid income taxes. The increase in cash was primarily due to the Company changing the date of its semiannual dividend payment from June to August.

 

The Company believes that its working capital is, and will continue to be, sufficient to support its operating requirements for at least the next twelve months. The Company intends to utilize its available cash and assets primarily for its continued organic growth and potential future strategic transactions, as well as to mitigate the potential impact of inflation on the Company's business.

 

 

 

The Company is in the process of upgrading its building sprinkler system and expects to incur costs of approximately $100,000 in connection with this upgrade. The project is currently in process and the Company will be making progress payments throughout the remainder of 2023.

 

The Company generated cash from operations of $852,247 and $1,164,601 for the first half of 2023 and 2022, respectively. The decrease from 2022 to 2023 was primarily due to the decrease in net income.

 

Cash provided by investing activities was $4,800,208 in the first half of 2023, compared with cash used by investing activities of $359,150 for the first half of 2022. The increase was due to an increase in the sales of the Company’s marketable securities in the first half of 2023 compared with 2022. The proceeds from these sales were primarily reinvested in short-term U.S. Treasury Bills, which are included in cash and cash equivalents.

 

Cash used in financing activities was $1,699,392 for the first half of 2022 and represented the payment of dividends. There were no financing activities during the first half of 2023 due to the Company shifting the declaration and payment of dividends to the third quarter of 2023.

 

The Company expects to continue to use its cash to make dividend payments, purchase marketable securities, and take advantage of growth opportunities that are in the best interest of the Company and its shareholders.

 

OFF BALANCE-SHEET ARRANGEMENTS

 

The Company has no off balance-sheet transactions that have, or are reasonably likely to have, a current or future impact 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.

 

Item 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

The information to be reported under this item is not required of smaller reporting companies.

 

Item 4.   CONTROLS AND PROCEDURES.

 

(a)

DISCLOSURE CONTROLS AND PROCEDURES

 

The Company’s management, including its Principal Executive Officer and Chief 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 Chief 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 Chief 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 Chief 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

 

ITEM 1. LEGAL PROCEEDINGS.

 

NONE

 

ITEM 1A. RISK FACTORS.

 

NONE

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

NONE

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

NONE

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

NONE

 

ITEM 5. OTHER INFORMATION.

 

NONE

 

 

 

ITEM 6. EXHIBITS.

 

10.1*	Separation Agreement between Beatriz Blanco and the Company dated June 22,2023
31.1*	Certification of Donna Vigilante, President and Principal Executive Officer of the Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Andrea Young, Chief Financial Officer of the Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32*	Certifications of Principal Executive Officer and Chief Financial Officer of the Company, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	Inline XBRL Instance Document – The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document.
101.SCH*	Inline XBRL Taxonomy Extension Schema Document.
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*	Cover Page Interactive Data File (Embedded within the inline XBRL document and included in Exhibit 101.1).

 

* Filed herewith

 

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/ DONNA VIGILANTE             Donna Vigilante President
Date: August 8, 2023	By:  /S/ ANDREA YOUNG Andrea Young Chief Financial Officer

 

 

 

 

 

EXHIBIT 10.1

 

 

 

Corporate Divisions	Mailing Address:
GUARDIAN LABORATORIES	P.O. BOX 18050
	HAUPPAUGE, NY   11788
Corporate Headquarters	TEL:  (631) 273-0900
230 MARCUS BLVD.	FAX:  (631) 273-0858
HAUPPAUGE, NY  11788	E-MAIL:  pgc@u-g.com

 

 

 

June 22, 2023

 

SEPARATION AGREEMENT

 

 

Beatriz Blanco

473 Church Hill Rd.

Fairfield, CT 06825                                             

Sent via Email (Beatrizblanco473@gmail.com)

 

Dear Beatriz:

 

This Agreement sets forth our mutual agreement and understanding with respect to the termination of your employment with United-Guardian, Inc. (“United-Guardian” or the “Company”) on mutually agreeable terms as set forth below. You and the Company agree that this Agreement represents the sole and complete agreement concerning your separation from employment with United-Guardian.

 

1.

Last Day of Employment.  Your employment with the Company shall terminate on July 8, 2023. You will receive your regular salary and benefits through that time. During this period, you shall not perform services for or on behalf of the Company unless specifically requested by the Chairman of the Board of Directors or by the person who succeeds you as President of the Company. You acknowledge that you have resigned as a member of the Board of Directors of the Company effective June 8, 2023.

 

2.

Return of Property.  On or before July 8, 2023, you agree to return any and all Company property including, but not limited to, documents and computer files within your possession or control. You must also provide United-Guardian with a list of login and password information used in the course of your employment with United-Guardian. You represent and agree that you will not keep copies of the Company’s property, its documents or any of its Confidential Information (defined below).

 

3.

Separation Payments.  Provided this Agreement becomes effective and you comply with the terms, in addition to the 30 days’ pay that you will be receiving during your 30-day notice period you shall also receive an additional payment equal to two (2) weeks’ pay at your current rate of pay, payable in accordance with the Company’s regular payroll practice. Taxes and other withholding amounts, as required by law, will be deducted from all payments to you.

 

 

4.

Paid Time Off.  On your last day of employment on July 8, 2023 you will be paid for all your accrued and unused PTO. We have calculated that your PTO balance as of July 8th will be equal to 156.81 hours.

 

5.

Benefits.  Your employee benefits (including medical, vision, dental, 401K, and life insurance) shall end on July 8, 2023. After your Company-provided benefits end, you may continue your existing medical, hospitalization, and dental insurance coverage pursuant to a federal law known as COBRA. You will receive information on COBRA in a later mailing.

 

6.

References.  The Company will respond to any questions about your employment with or separation from United-Guardian by confirming your title and dates of employment.

 

7.

Acknowledgments.  You understand and agree that WITHOUT THIS AGREEMENT, you would not otherwise be entitled to the payments specified in paragraph 3 of this Agreement. Further, by signing this Agreement, you agree that: (a) you are not entitled to any other payments and/or benefits that are not specifically listed in this Agreement; (b) you have received all compensation and benefits from United-Guardian to which you were entitled under the Fair Labor Standards Act (FLSA) and/or New York Labor Law; and (c) you took or were provided the opportunity to take all leave and receive all benefits which you were entitled to take or receive.

 

8.

General Release of All Claims by You.  In exchange for the payments and benefits outlined above and the Company’s promises set forth in this Agreement, on behalf of yourself (and your heirs, successors and assigns), you hereby release United-Guardian, and all of its respective directors, officers and employees, as well as any and all parents, affiliates, subsidiaries, successors and assigns (collectively the “Releasees”), from any and all legal, equitable or other claims, counterclaims, demands, setoffs, defenses, contracts, accounts, suits, debts, agreements, actions, causes of action, sums of money, reckonings, bonds, bills, specialties, covenants, promises, variances, trespasses, damages, extents, executions, judgments, findings, controversies and disputes, and any past, present or future duties, responsibilities, or obligations, existing from the beginning of the world through the date hereof, which are now known or unknown, including but not limited to the following:

 

a)

any and all such claims or counterclaims alleging or sounding in discrimination, harassment, retaliation, failure to accommodate, breach of contract, breach of any implied covenant of good faith, piercing the corporate veil, whistleblowing, corporate fraud, accounting, tort, defamation, libel, slander, injurious falsehood, public policy, assault, battery, intentional or negligent infliction of emotional distress, attorneys’ fees, indemnification, and all claims for compensatory, punitive, and liquidated damages; and

 

b)

any and all claims under any and all federal, state or local laws including, but not limited to claims under the fair employment practice laws or other employment related laws of the United States, New York and all jurisdictions, states, municipalities and localities, including, but not limited to Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §§2000e et seq., the Civil Rights Act of 1991, the Age Discrimination in Employment Act, 29 U.S.C. §§621-634, the Americans with Disabilities Act of 1990, 42 U.S.C. §§ 12101 et seq., the Family and Medical Leave Act of 1993, 29 U.S.C. §§ 2601 et seq., the Civil Rights Act of 1866, 42 U.S.C. §§  1981, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. §§ 2101 et seq., the Sarbanes Oxley Act of 2002, the National Labor Relations Act, 29 U.S.C. § 151, et seq., the Fair Labor Standards Act, 29 U.S.C. §201, et seq., the Employee Retirement Income Security Act of 1974, 29 U.S.C. §1001-1461, the New York Labor Law, the New York State Human Rights Law, the New York Executive Law §290 et seq., and the New York Workers’ Compensation Law; and

 

 

c)

any and all claims under all other employee relations, labor, corporate and commercial statutes, executive orders, laws, rules and/or regulations; and

 

d)

any and all claims for wages, bonuses, commissions, vacation pay, employee fringe benefits, reimbursement of expenses, monetary and/or equitable relief, punitive and compensatory relief, and/or attorneys’ fees and/or costs.

 

9.

Confidential Information.  You agree that you shall not publish, use or disclose Confidential Information to any entity, Company or person. “Confidential Information” means any and all information, whether written or verbal, (other than information that is public knowledge or readily available to the public), which relates to the Company’s operations, computer software data, documentation, processes, business plans, purchasing, trade secrets, or finances, including, but not limited to, the following: (a) financial information and data; (b) information pertaining to personnel and compensation; (c) marketing plans and related information; (d) the names, addresses, contact information and practices of clients, brokers, carriers, vendors, suppliers, and referral sources; (e) business methods, techniques, plans, computer programs and files, know-how, improvements, trade secrets, concepts or writings; (f) any data relating to business contacts, vendor lists or supplier matters; (g) any technical data, marketing and business data, pricing and cost information, business, real estate, and marketing plans; (h) any information that the Company has received from a third-party and is obligated to treat as confidential; (i) all other confidential information of, about, or concerning the Company; and (j) all analyses, compilations, forecasts, studies and other documents by whomsoever prepared which contain any of the foregoing information or data. If Confidential Information is required to be produced by law, court order, or governmental authority, you must immediately notify the Company of that obligation, and disclose only that part of the Confidential Information that is advised by counsel that you are legally required to furnish. The Company may, at its sole expense, move the ordering court or authority for a protective order or other appropriate relief.

 

10.

Continuing Obligations.  In exchange for the promises set forth in this Agreement, you acknowledge and agree that the provisions of paragraph 7 of your Employment Agreement, dated October 10, 2022, are intended to and shall survive the termination of your employment and the execution of this Agreement, and shall remain in effect in accordance with their terms.

 

11.

No Claims Filed.  As a condition of United-Guardian entering into this Agreement, you represent that you have not filed, and will not file, any claim against the Company or any of the Releasees relating to your employment, your separation from employment or otherwise.

 

12.

Confidentiality.  You agree that the terms of this Agreement are CONFIDENTIAL. You agree not to tell anyone about this Agreement and not to disclose any information contained in this Agreement to anyone, other than your lawyer, financial advisor or immediate family members. If you do tell your lawyer, financial advisor or immediate family members about this Agreement or its contents, you must immediately tell them that they must keep it confidential as well.

 

13.

No Negative Statements by You. You agree not to make any negative, disparaging, or defamatory statements, whether in writing, orally, through social media or on any internet-based platform or venue, about United-Guardian or the Releasees, or their financial status, or which damages them in any of their business relationships.

 

14.

No Negative Statements by the Company. The Company agrees to advise the Company’s executive officers and board members not to make negative, disparaging or defamatory statements, whether in writing, orally, through social media or on any internet-based platform or venue, about you. However, nothing in this Agreement shall prevent a Company executive officer or board member from providing truthful testimony under oath in a judicial proceeding or to limit that individual’s right to communicate with a government agency, as provided for, protected under or warranted by applicable law.

 

 

15.

Non-admission of Wrongdoing.  By entering into this Agreement, neither you nor United-Guardian and the Releasees admit any wrongdoing or violation of law.

 

16.

Changes to the Agreement.  This Agreement may not be changed unless the changes are in writing and signed by you and an authorized representative of the Company.

 

17.

Jurisdiction and Applicable Law.  This Agreement arises out of employment in the State of New York and it shall be subject to and governed by the laws of the State of New York.

 

18.

Successors; Binding Agreement.  This Agreement shall inure to the benefit of and be binding upon United-Guardian, its successors, and permitted assigns. This Agreement shall also inure to the benefit of and be binding upon you and your heirs, executors, administrators, representatives, successors, and assigns.

 

19.

No Third Party Beneficiaries.  Nothing contained in this Agreement, whether express or implied, is intended, or shall be deemed, to create or confer any right, interest, or remedy for the benefit of any person other than as otherwise provided in this Agreement.

 

20.

Entire Agreement.  This Agreement contains the entire agreement between you and the Company relating to your employment and end of your employment and replaces any prior agreements or understandings between you and the Company relating to your employment and the end of your employment with the Company.

 

21.

Waiver.  By signing this Agreement, you acknowledge that:

 

a)

You have carefully read, and understand, this Agreement;

 

b)

You have been given 21 days to consider your rights and obligations under this Agreement and to consult with an attorney;

 

c)

You have been advised to consult with an attorney and/or any other advisors of your choice before signing this Agreement;

 

d)

You understand that this Agreement is LEGALLY BINDING and by signing it you give up certain rights;

 

e)

You have voluntarily chosen to enter into this Agreement and have not been forced or pressured in any way to sign it;

 

f)

You KNOWINGLY AND VOLUNTARILY RELEASE UNITED-GUARDIAN and the Releasees from any and all claims you may have, known or unknown, in exchange for the payments and benefits you have obtained by signing, and that these payments and benefits are in addition to any benefit you would have otherwise received if you did not sign this Agreement;

 

g)

The General Release in this Agreement includes a WAIVER OF ALL RIGHTS AND CLAIMS you may have under the Age Discrimination In Employment Act of 1967; and

 

h)

This Agreement does not waive any rights or claims that may arise after this Agreement is signed and becomes effective.

 

 

22.

Return of Signed Agreement.  Please sign below and return the complete signed Agreement (not just the signature page) to Ken Globus at kglobus@gmail.com no later than twenty-one (21) days from the date you received this Agreement. If you fail to return the signed Agreement by July 8, 2023 this offer shall expire.

 

23.

Effective Date.  You have seven (7) days from the date you sign this Agreement to change your mind. If you change your mind, you must send written notice of your decision to Ken Globus at kglobus@gmail.com, so that your revocation is received no later than the eighth (8th) day after you originally signed the Agreement. You understand that the Company will not be required to make the payments or provide the benefits set forth in paragraph 3 unless this Agreement becomes effective.

 

24.

Execution.  This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. This Agreement may be delivered by facsimile or electronic transmission. The facsimile or electronic transmission of any signed original document or any retransmission of any signed facsimile or electronic transmission will be deemed the same as delivery of an original.

 

 

	Very truly yours,   United-Guardian, Inc.   /S/ Ken Globus Ken Globus Chairman
Agreed and Accepted:
/S/ Beatriz Blanco Beatriz Blanco	Date: 6/26/23

 

 

 

 

 

 

 

 

EXHIBIT 31.1

 

SECTION 302 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

 

I, Donna Vigilante, certify that:

 

1.	I have reviewed this Quarterly Report of United-Guardian, Inc. on Form 10-Q for the three-month period ended June 30, 2023;

 

2.	Based on my knowledge, this 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 report;

 

3.	Based on my knowledge, the financial statements, and other financial information included in this 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 report;

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a.

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

 

b.

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c.

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d.

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a.

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b.

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 8, 2023

By: /s/ Donna Vigilante Donna Vigilante President and Principal Executive Officer

 

 

 

 

EXHIBIT 31.2

 

SECTION 302 CERTIFICATION OF CHIEF FINANCIAL OFFICER

 

I, Andrea Young, certify that:

 

1.	I have reviewed this Quarterly Report of United-Guardian, Inc. on Form 10-Q for the three-month period ended June 30, 2023;

 

2.	Based on my knowledge, this 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 report;

 

3.	Based on my knowledge, the financial statements, and other financial information included in this 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 report;

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a.

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

 

b.

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c.

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d.

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a.

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b.

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 8, 2023

By: /s/ Andrea Young Andrea Young Chief Financial Officer

 

 

 

EXHIBIT 32

 

 

CERTIFICATIONS 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 "Company") on Form 10-Q for the quarterly period ended June 30, 2023, as filed with the Securities and Exchange Commission (the "Report"), I, Donna Vigilante, President and Principal Executive Officer of the Company, and I, Andrea Young, Chief Financial Officer of the Company, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(i) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(ii) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

Date: August 8, 2023	By: /s/ Donna Vigilante Donna Vigilante President & Principal Executive Officer   By: /s/ Andrea Young Andrea Young Chief Financial Officer

 

 

 

 

 

 

v3.23.2

Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2023	Aug. 01, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Document Transition Report	false
Entity File Number	1-10526
Entity Registrant Name	UNITED-GUARDIAN, INC
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	11-1719724
Entity Address, Address Line One	230 Marcus Boulevard
Entity Address, City or Town	Hauppauge
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11788
City Area Code	631
Local Phone Number	273-0900
Title of 12(b) Security	Common Stock, $0.10 par value per share
Trading Symbol	UG
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)		4,594,319
Entity Central Index Key	0000101295
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Amendment Flag	false

v3.23.2

Statements of Income (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Net sales	$ 2,650,299	$ 3,626,177	$ 5,220,623	$ 7,518,535
Costs and expenses:
Cost of sales	1,429,407	1,693,753	2,523,002	3,403,870
Operating expenses	574,093	620,229	1,092,039	1,166,978
Research and development	128,729	112,266	255,688	243,932
Total costs and expenses	2,132,229	2,426,248	3,870,729	4,814,780
Income from operations	518,070	1,199,929	1,349,894	2,703,755
Other income (expense):
Investment income	54,950	58,860	102,582	99,410
Net (loss) gain on marketable securities	7,479	(460,278)	80,180	(853,938)
Total other (loss) income	62,429	(401,418)	182,762	(754,528)
Income before provision for income taxes	580,499	798,511	1,532,656	1,949,227
Provision for income taxes	119,405	165,187	315,481	404,438
Net income	$ 461,094	$ 633,324	$ 1,217,175	$ 1,544,789
Earnings per common share
Earnings per common share (Basic and Diluted) (in dollars per share)	$ 0.10	$ 0.14	$ 0.26	$ 0.34
Weighted average shares
Weighted average shares – basic and diluted (in shares) (in shares)	4,594,319	4,594,319	4,594,319	4,594,319

v3.23.2

Balance Sheets (Current Period Unaudited) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 6,482,907	$ 830,452
Marketable securities	939,576	5,653,516
Accounts receivable, net of allowance for doubtful accounts of $18,401 at September 30, 2022 and $20,252 at December 31, 2021	1,540,221	1,427,576
Inventories, net	1,779,026	1,672,012
Prepaid expenses and other current assets	225,559	201,846
Prepaid income taxes	395,986	185,228
Total current assets	11,363,275	9,970,630
Deferred income taxes	0	110,544
Net property, plant, and equipment:
Land	69,000	69,000
Factory equipment and fixtures	4,587,637	4,585,055
Building and improvements	2,897,072	2,895,742
Total property, plant, and equipment	7,553,709	7,549,797
Less: Accumulated depreciation	7,039,547	6,990,636
Total property, plant, and equipment, net	514,162	559,161
TOTAL ASSETS	$ 11,877,437	$ 10,640,335

v3.23.2

Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Accounts Receivable, Allowance for Credit Loss, Current	$ 34,823	$ 20,063

v3.23.2

Balance Sheets 2 - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current liabilities:
Accounts payable	$ 155,842	$ 30,415
Accrued expenses	1,176,647	1,322,056
Dividends payable	21,220	21,220
Total current liabilities	1,353,709	1,373,691
Deferred income taxes	39,909	0
Commitments and Contingencies
Stockholders’ equity:
Common stock (at $.10 par value) (10,000,000 shares authorized; 4,594,319 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively)	459,432	459,432
Retained earnings	10,024,387	8,807,212
Total stockholders’ equity	10,483,819	9,266,644
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 11,877,437	$ 10,640,335

v3.23.2

Balance Sheets 2 (Parentheticals) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Common Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.10	$ 0.10
Common Stock, Shares Authorized (in shares)	10,000,000	10,000,000
Common Stock, Shares, Issued (in shares)	4,594,319	4,594,319
Common Stock, Shares, Outstanding (in shares)	4,594,319	4,594,319

v3.23.2

Statements of Changes in Stockholders' Equity (Unaudited) - USD ($)	Common Stock [Member]	Retained Earnings [Member]	Total
Balance (in shares) at Dec. 31, 2021	4,594,319
Balance at Dec. 31, 2021	$ 459,432	$ 9,361,837	$ 9,821,269
Net income		911,465	911,465
Balance (in shares) at Mar. 31, 2022	4,594,319
Balance at Mar. 31, 2022	$ 459,432	10,273,302	10,732,734
Balance (in shares) at Dec. 31, 2021	4,594,319
Balance at Dec. 31, 2021	$ 459,432	9,361,837	9,821,269
Net income			1,544,789
Balance (in shares) at Jun. 30, 2022	4,594,319
Balance at Jun. 30, 2022	$ 459,432	9,206,728	9,666,160
Balance (in shares) at Mar. 31, 2022	4,594,319
Balance at Mar. 31, 2022	$ 459,432	10,273,302	10,732,734
Net income		633,324	633,324
Balance (in shares) at Jun. 30, 2022	4,594,319
Balance at Jun. 30, 2022	$ 459,432	9,206,728	9,666,160
Balance (in shares) at Dec. 31, 2022	4,594,319
Balance at Dec. 31, 2022	$ 459,432	8,807,212	9,266,644
Net income		756,081	756,081
Balance (in shares) at Mar. 31, 2023	4,594,319
Balance at Mar. 31, 2023	$ 459,432	9,563,293	10,022,725
Balance (in shares) at Dec. 31, 2022	4,594,319
Balance at Dec. 31, 2022	$ 459,432	8,807,212	9,266,644
Net income			1,217,175
Balance (in shares) at Jun. 30, 2023	4,594,319
Balance at Jun. 30, 2023	$ 459,432	10,024,387	10,483,819
Balance (in shares) at Mar. 31, 2023	4,594,319
Balance at Mar. 31, 2023	$ 459,432	9,563,293	10,022,725
Net income		461,094	461,094
Balance (in shares) at Jun. 30, 2023	4,594,319
Balance at Jun. 30, 2023	$ 459,432	$ 10,024,387	$ 10,483,819

v3.23.2

Statements of Changes in Stockholders' Equity (Unaudited) - USD ($)	Common Stock [Member]	Retained Earnings [Member] Dividend Paid [Member]	Retained Earnings [Member]	Dividend Paid [Member]	Total
Balance (in shares) at Dec. 31, 2021	4,594,319
Balance at Dec. 31, 2021	$ 459,432		$ 9,361,837		$ 9,821,269
Net income			911,465		911,465
Balance (in shares) at Mar. 31, 2022	4,594,319
Balance at Mar. 31, 2022	$ 459,432		10,273,302		10,732,734
Balance (in shares) at Dec. 31, 2021	4,594,319
Balance at Dec. 31, 2021	$ 459,432		9,361,837		9,821,269
Net income					1,544,789
Dividends					(507)
Balance (in shares) at Jun. 30, 2022	4,594,319
Balance at Jun. 30, 2022	$ 459,432		9,206,728		9,666,160
Balance (in shares) at Mar. 31, 2022	4,594,319
Balance at Mar. 31, 2022	$ 459,432		10,273,302		10,732,734
Net income			633,324		633,324
Dividends		$ (1,699,392)	(506)	$ (1,699,392)	(506)
Balance (in shares) at Jun. 30, 2022	4,594,319
Balance at Jun. 30, 2022	$ 459,432		9,206,728		9,666,160
Balance (in shares) at Dec. 31, 2022	4,594,319
Balance at Dec. 31, 2022	$ 459,432		8,807,212		9,266,644
Net income			756,081		756,081
Balance (in shares) at Mar. 31, 2023	4,594,319
Balance at Mar. 31, 2023	$ 459,432		9,563,293		10,022,725
Balance (in shares) at Dec. 31, 2022	4,594,319
Balance at Dec. 31, 2022	$ 459,432		8,807,212		9,266,644
Net income					1,217,175
Dividends					0
Balance (in shares) at Jun. 30, 2023	4,594,319
Balance at Jun. 30, 2023	$ 459,432		10,024,387		10,483,819
Balance (in shares) at Mar. 31, 2023	4,594,319
Balance at Mar. 31, 2023	$ 459,432		9,563,293		10,022,725
Net income			461,094		461,094
Balance (in shares) at Jun. 30, 2023	4,594,319
Balance at Jun. 30, 2023	$ 459,432		$ 10,024,387		$ 10,483,819

v3.23.2

Statements of Changes in Stockholders' Equity (Unaudited) (Parentheticals) - $ / shares	3 Months Ended
	Jun. 30, 2022	Jun. 30, 2022
Common Stock, Dividends, Per Share, Cash Paid (in USD per Share)	$ 0.37	$ 0.37

v3.23.2

Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities:
Net income	$ 1,217,175	$ 1,544,789
Depreciation and amortization	48,911	68,511
Net loss (gain) on marketable securities	(80,180)	853,938
Gain on sale of asset	(10,000)	0
Allowance for doubtful accounts	14,760	8,146
Allowance for obsolete inventory	(8,000)	(0)
Deferred income taxes	150,453	(51,319)
Adjustments to reconcile net income to net cash provided by operating activities:
Net income	1,217,175	1,544,789
(Increase) decrease in operating assets:
Accounts receivable	(127,405)	(301,337)
Inventories	(115,014)	(317,415)
Accounts payable	125,427	5,548
Accrued expenses	(145,409)	(81,532)
Deferred revenue	0	(190,164)
Acquisition of property, plant and equipment	(3,912)	(12,293)
Proceeds from sale of equipment	10,000	0
Proceeds from sale of marketable securities	5,255,145	1,658,292
Purchases of marketable securities	(461,025)	(1,286,849)
Net cash used in investing activities	4,800,208	359,150
Income taxes payable	0	(88,738)
Net cash provided by operating activities	852,247	1,164,601
Prepaid expenses and other current assets	(23,713)	(54,421)
Prepaid income taxes	(210,758)	(231,405)
Increase (decrease) in operating liabilities:
us-gaap_IncreaseDecreaseInInventories	115,014	317,415
Cash flows from investing activities:
us-gaap_IncreaseDecreaseInContractWithCustomerLiability	0	(190,164)
Cash flows from financing activities:
Dividends paid	0	(1,699,392)
Net cash used in financing activities	0	(1,699,392)
Net (decrease) increase in cash and cash equivalents	5,652,455	(175,641)
Cash and cash equivalents at beginning of period	830,452	531,213
Cash and cash equivalents at end of period	6,482,907	355,572
Supplemental disclosure of cash flow information
Taxes paid	375,000	350.000
Supplemental disclosure of non-cash dividends payable	$ 0	$ 507

v3.23.2

Note 1 - Nature of Business	6 Months Ended
	Jun. 30, 2023
Notes to Financial Statements
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block]	1. Nature of Business   United-Guardian, Inc. (“Registrant” or “Company”) is a Delaware corporation that, through its Guardian Laboratories division, manufactures and markets cosmetic ingredients, pharmaceuticals, and medical lubricants. The Company conducts research and product development and modifies, refines, and expands the uses for existing products, with the goal of further developing the market for its products. The Company also develops new products using natural and environmentally friendly raw materials, which is a priority for many of the Company’s cosmetic customers.

v3.23.2

Note 2 - Basis of Presentation	6 Months Ended
	Jun. 30, 2023
Notes to Financial Statements
Basis of Accounting [Text Block]	2. Basis of Presentation   Interim condensed financial statements of the Company are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) for interim financial information, pursuant to the requirements for reporting on Form 10-Q and Regulation S-X. In the opinion of management, all adjustments considered necessary for the fair presentation of financial statements for the interim periods have been included. The results of operations for the three and six months ended June 30, 2023 (also referred to as the "second quarter of 2023" and the "first half of 2023", respectively) are not necessarily indicative of results that ultimately may be achieved for any other interim period or for the year ending December 31, 2023. The interim unaudited condensed 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, 2022.

v3.23.2

Note 3 - Impact of Coronavirus (COVID-19)	6 Months Ended
	Jun. 30, 2023
Notes to Financial Statements
Impact of Coronavirus (COVID-19) [Text Block]	3. Impact of the Coronavirus Pandemic, Global Supply Chain Instability, and Inflation   There continues to be residual impact on the Company’s business and financial performance from the coronavirus pandemic. In particular, there has been decreased demand for the Company’s Lubrajel® products in China as a result of (a) slower than expected post-COVID economic recovery in China; (b) increased competition from lower-priced competitors, especially those from Asian producers; (c) overstocking on the part of certain customers while the zero-COVID mandate was in effect in China for much of 2022.   As a result of the ongoing supply chain instability, the Company has experienced longer lead times and higher prices for many of its raw materials. The increases in raw material prices have negatively impacted the Company’s gross profit margins in the first half of 2023 and may continue to impact gross profit margins in upcoming quarters. To help offset rising raw material prices and shipping costs and their impact on the Company’s gross margins, the Company has instituted price increases on many of its products.   While inflation has lessened somewhat during 2023, it is uncertain if this downward trend in the Company’s gross margins will continue. If the inflation rate begins to rise in the second half of the year, there will likely be further increases in raw material costs, shipping costs, and internal labor costs, which could negatively impact the Company’s future gross margins.     As a result of the residual effects of the coronavirus pandemic, combined with global supply chain instability and inflation, there continues to be uncertainty regarding the potential impact on the Company’s operations and its financial results. The Company is unable to provide an accurate estimate or projection as to what the future impact will be on the Company’s operations and its financial performance going forward.

v3.23.2

Note 4 - Use of Estimates	6 Months Ended
	Jun. 30, 2023
Notes to Financial Statements
Use of Estimates Disclosure [Text Block]	4. Use of Estimates   In preparing financial statements in conformity with US GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as revenues and expenses during the reporting period. Actual results could differ from those estimates. Such estimated items include the allowance for bad debts, reserve for inventory obsolescence, accrued distribution fees, outdated material returns, possible impairment of marketable securities, and the allocation of overhead.