Form 8-K
0000101295 False 0000101295 2022-05-12 2022-05-12 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  May 12, 2022

_______________________________

United-Guardian, Inc.

(Exact name of registrant as specified in its charter)

_______________________________

Delaware001-1052611-1719724
(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

230 Marcus Boulevard

Hauppauge, New York 11788

(Address of Principal Executive Offices) (Zip Code)

(631) 273-0900

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.10 par value per shareUGNASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 
 
Item 2.02. Results of Operations and Financial Condition.

 

On May 12, 2022, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.
   
99.1 Press Release dated May 12, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 United-Guardian, Inc.
   
  
Date: May 12, 2022By: /s/ Ken Globus        
  Ken Globus
  President
  

 

EXHIBIT 99.1

United-Guardian Reports First Quarter Financial Results and Dividend Payment

HAUPPAUGE, N.Y., May 12, 2022 (GLOBE NEWSWIRE) -- United-Guardian, Inc. (NASDAQ:UG) reported today that net sales for the first quarter of 2022 rose by 13% compared with last year’s first quarter, increasing from $3,430,868 to 3,892,358, while net income for the quarter decreased by $269,737 from $1,181,202 ($0.26 per share) in 2021 to $911,465 ($0.20 per share) this year. The company also reported that at its meeting on May 10th, 2021 the company's Board of Directors declared a cash dividend of $0.37 a share, which will be paid on June 1, 2022 to all stockholders of record on May 23, 2022. This will be the 27th consecutive year that the company has paid a dividend.

Ken Globus, President of United-Guardian, stated, “Our overall sales continued to increase in the first quarter of this year compared with last year, with sales of our cosmetic ingredients increasing by 27% over the same quarter in 2021. Sales of our pharmaceutical products also increased, but that increase was partially offset by a decrease in sales of some of our medical products. Despite the increase in sales, our net income for the quarter was lower than it was in the first quarter of 2021, primarily due to the significant drop in the stock market in the first quarter of 2022, which resulted in a decrease in the value of our marketable securities. Net income was also impacted by an increase in raw material and shipping costs, but we are hopeful that those costs will begin to moderate as the global economy continues to recover from the impact of the coronavirus pandemic.”

Mr. Globus continued, “With our expectation that the second quarter will also be profitable, the Board of Directors decided that it would be in the best interests of the company and its stockholders to continue to pay our semi-annual dividend. Based on the current volatility of the stock market, as well as the future potential impact of the coronavirus pandemic, the Board decided that it would be prudent to reduce this dividend compared with the dividend we paid in the first quarter of 2022, but we will reassess the situation when the time comes time to decide on the payment of a dividend for the second half of the year.”

United-Guardian is a manufacturer of cosmetic ingredients, personal and health care products, pharmaceuticals, and specialty industrial products.

Contact: Ken Globus
(631) 273-0900
[email protected]

NOTE: This press release contains both historical and "forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements about the company’s expectations or beliefs concerning future events, such as financial performance, business prospects, and similar matters, are being made in reliance upon the “safe harbor” provisions of that Act. Such statements are subject to a variety of factors that could cause our actual results or performance to differ materially from the anticipated results or performance expressed or implied by such forward-looking statements. For further information about the risks and uncertainties that may affect the company’s business please refer to the company's reports and filings with the Securities and Exchange Commission.


RESULTS FOR THE QUARTERS ENDED
MARCH 31, 2022 and MARCH 31, 2021*

STATEMENTS OF INCOME
(UNAUDITED)

  THREE MONTHS ENDED
MARCH 31,
   
   2022  2021 
        
Net Sales $3,892,358 $ 3,430,868 
        
Costs and expenses:       
Cost of sales  1,710,117  1,361,013 
Operating expenses  546,749  457,127 
Research and development   131,666   88,286 
Total costs and expenses  2,388,532  1,906,426 
Income from operations   1,503,826   1,524,442 
        
Other (expense) income:       
Investment income  40,550  39,760 
Net loss on marketable securities   (393,660)  (72,047)
Total other (expense) income   (353,110)  (32,287)
Income before provision for income taxes  1,150,716  1,492,155 
        
Provision for income taxes   239,251   310,953 
        
Net income $ 911,465 $1,181,202 
        
Earnings per common share (basic and diluted) $0.20 $0.26 
        
Weighted average shares – basic and diluted  4,594,319  4,594,319 

* Additional financial information can be found at the company’s web site at www.u-g.com.