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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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Delaware
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11-1719724
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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Large accelerated filer
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£
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Non-accelerated filer
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£
(Do not check if a smaller reporting company)
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Accelerated filer
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£
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Smaller reporting company
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þ
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| Page No. | |
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ITEM
1.
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Condensed Financial Statements
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THREE MONTHS ENDED
MARCH 31,
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||||||||
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2011
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2010
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|||||||
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Net sales
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$ | 3,642,049 | $ | 3,576,915 | ||||
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Costs and expenses
:
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Cost of sales
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1,460,590 | 1,414,567 | ||||||
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Operating expenses
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521,146 | 618,049 | ||||||
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Total costs and expenses
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1,981,736 | 2,032,616 | ||||||
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Income from operations
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1,660,313 | 1,544,299 | ||||||
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Other income (expense)
:
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||||||||
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Investment income
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71,323 | 92,270 | ||||||
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Loss on sale of asset
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(5,253 | ) | --- | |||||
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Income before income taxes
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1,726,383 | 1,636,569 | ||||||
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Provision for income taxes
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560,200 | 540,725 | ||||||
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Net income
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$ | 1,166,183 | $ | 1,095,844 | ||||
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Earnings per common share
(Basic and Diluted)
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$ | 0.25 | $ | 0.22 | ||||
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Weighted average shares – basic and diluted
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4,596,439 | 4,946,439 | ||||||
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ASSETS
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MARCH 31,
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DECEMBER 31,
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||||||
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2011
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2010
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|||||||
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(UNAUDITED)
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||||||||
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Current assets
:
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Cash and cash equivalents
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$ | 2,563,637 | $ | 1,514,589 | ||||
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Marketable securities
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8,684,098 | 8,314,403 | ||||||
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Accounts receivable, net of allowance for doubtful
accounts of $23,000 at March 31, 2011 and
December 31, 2010
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1,744,051 | 1,090,711 | ||||||
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Inventories (net)
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1,167,709 | 1,321,389 | ||||||
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Prepaid expenses and other current assets
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126,888 | 148,240 | ||||||
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Prepaid income taxes
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--- | 182,575 | ||||||
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Deferred income taxes
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218,328 | 218,328 | ||||||
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Total current assets
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14,504,711 | 12,790,235 | ||||||
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Property, plant and equipment
:
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Land
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69,000 | 69,000 | ||||||
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Factory equipment and fixtures
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3,634,488 | 3,650,283 | ||||||
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Building and improvements
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2,621,253 | 2,618,253 | ||||||
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Waste disposal plant
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133,532 | 133,532 | ||||||
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Total property, plant and equipment
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6,458,273 | 6,471,068 | ||||||
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Less: Accumulated depreciation
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5,284,799 | 5,261,908 | ||||||
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Total property, plant and equipment, net
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1,173,474 | 1,209,160 | ||||||
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Other assets
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65,926 | 75,344 | ||||||
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TOTAL ASSETS
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$ | 15,744,111 | $ | 14,074,739 | ||||
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MARCH 31,
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DECEMBER 31,
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|||||||
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2011
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2010
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Current liabilities:
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(UNAUDITED)
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Accounts payable
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$ | 388,557 | $ | 208,244 | ||||
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Accrued expenses
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748,450 | 815,996 | ||||||
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Income taxes payable
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377,325 | --- | ||||||
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Total current liabilities
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1,514,332 | 1,024,240 | ||||||
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Deferred income taxes
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8,165 | 3,626 | ||||||
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Stockholders’ equity:
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Common stock $.10 par value, authorized,
10,000,000 shares; 4,596,439 shares issued
and outstanding at March 31, 2011 and
December 31, 2010.
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459,644 | 459,644 | ||||||
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Accumulated other comprehensive loss
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15,393 | 6,835 | ||||||
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Retained earnings
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13,746,577 | 12,580,394 | ||||||
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Total stockholders’ equity
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14,221,614 | 13,046,873 | ||||||
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TOTAL LIABILITIES AND STOCKHOLDERS’
EQUITY
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$ | 15,744,111 | $ | 14,074,739 | ||||
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THREE MONTHS ENDED
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MARCH 31,
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||||||||
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2011
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2010
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|||||||
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Cash flows from operating activities
:
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Net income
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$ | 1,166,183 | $ | 1,095,844 | ||||
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Adjustments to reconcile net income
to net cash
provided by operating activities:
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Depreciation and amortization
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57,269 | 55,075 | ||||||
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Realized loss on sale of investments
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--- | 5,564 | ||||||
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Realized loss on sale of asset
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5,253 | --- | ||||||
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Increase (decrease) in cash resulting from
changes in operating assets and liabilities:
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Accounts receivable
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(653,340 | ) | (337,988 | ) | ||||
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Inventories
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153,680 | (348,906 | ) | |||||
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Prepaid expenses and other current
assets
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21,352 | (44,510 | ) | |||||
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Accounts payable
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180,313 | 52,495 | ||||||
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Accrued expenses and taxes payable
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492,354 | 476,412 | ||||||
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Net cash provided by operating activities
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1,423,064 | 953,986 | ||||||
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Cash flows from investing activities
:
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Acquisition of property, plant and equipment
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(32,572 | ) | (115,295 | ) | ||||
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Proceeds from sale of asset
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15,154 | --- | ||||||
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Net change in certificates of deposit
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--- | 303,712 | ||||||
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Proceeds from sale of marketable securities
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--- | 600,000 | ||||||
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Purchase of marketable securities
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(356,598 | ) | (2,964,142 | ) | ||||
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Net cash used in investing
activities
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(374,016 | ) | (2,175,725 | ) | ||||
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Cash flows from financing activities
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Dividends paid
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--- | (1,582,860 | ) | |||||
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Net cash used in financing activities
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--- | (1,582,860 | ) | |||||
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Net increase (decrease) in cash and cash
equivalents
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1,049,048 | (2,804,599 | ) | |||||
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Cash and cash equivalents at beginning of period
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1,514,589 | 5,021,073 | ||||||
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Cash and cash equivalents at end of period
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$ | 2,563,637 | $ | 2,216,474 | ||||
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1.
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Nature of Business
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2.
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Basis of Presentation
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3.
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Stock-Based Compensation
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4.
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Recent Accounting Pronouncements
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5.
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Investments
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·
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Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
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·
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Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially for the full term of the financial statement.
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·
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Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement.
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| Cost | Fair Value |
Unrealized
Gain/(Loss)
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||||||||||
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Available for sale:
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U.S. treasury and agencies
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Maturities within 1 year
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$ | 859,589 | $ | 846,512 | $ | (13,077 | ) | |||||
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Maturities after 1 year through 5 years
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249,137 | 242,063 | (7,074 | ) | ||||||||
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Total U.S. treasury and agencies
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1,108,726 | 1,088,575 | (20,151 | ) | ||||||||
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Corporate bonds
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Maturities within 1 year
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81,505 | 78,470 | (3,035 | ) | ||||||||
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Maturities after 1 year through 5 years
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185,747 | 179,621 | (6,126 | ) | ||||||||
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Fixed income mutual funds
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7,034,639 | 7,081,970 | 47,331 | |||||||||
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Equity and other mutual funds
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249,925 | 255,462 | 5,537 | |||||||||
| $ | 8,660,542 | $ | 8,684,098 | $ | 23,556 | |||||||
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Available for sale:
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U.S. treasury and agencies
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||||||||||||
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Maturities within 1 year
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$ | 859,589 | $ | 853,682 | $ | (5,907 | ) | |||||
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Maturities after 1 year through 5 years
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249,137 | 244,161 | (4,976 | ) | ||||||||
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Total U.S. treasury and agencies
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1,108,726 | 1,097,843 | (10,883 | ) | ||||||||
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Corporate bonds
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Maturities after 1 year through 5 years
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267,251 | 259,154 | (8,097 | ) | ||||||||
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Fixed income mutual funds
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6,678,972 | 6,715,870 | 36,898 | |||||||||
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Equity and other mutual funds
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248,993 | 241,536 | (7,457 | ) | ||||||||
| $ | 8,303,942 | $ | 8,314,403 | $ | 10,461 | |||||||
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6
.
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Inventories - Net
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March 31,
2011
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December 31,
2010
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|||||||
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Inventories consist of the following
:
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Raw materials and work in process
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$ | 481,439 | $ | 447,295 | ||||
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Finished products
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686,270 | 874,094 | ||||||
| $ | 1,167,709 | $ | 1,321,389 | |||||
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7.
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Supplemental Financial Statement Information
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8.
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Income Taxes
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9.
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Comprehensive Income
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Three months ended
March 31,
|
||||||||
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2011
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2010
|
||||||
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Net income
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$ | 1,166,183 | $ | 1,095,844 | ||||
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Other comprehensive income:
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||||||||
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Unrealized gain on marketable
securities during period
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23,556 | 40,162 | ||||||
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Income tax expense related
to other comprehensive income
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8,163 | 13,920 | ||||||
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Other comprehensive income, net of tax
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15,393 | 26,242 | ||||||
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Comprehensive income
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$ | 1,181,576 | $ | 1,122,086 | ||||
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10.
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Defined Benefit Pension Plan and New Defined Contribution Plan
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11.
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Related Party Transactions
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12.
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Other Information
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March 31,
2011
|
December 31,
2010
|
|||||||
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Accrued 401K plan contributions
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$ | 43,750 | $ | 175,000 | ||||
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Accrued bonuses
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270,000 | 180,000 | ||||||
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Accrued distribution fees
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201,535 | 190,590 | ||||||
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Other
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233,165 | 270,406 | ||||||
| $ | 748,450 | $ | 815,996 | |||||
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Item
2.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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(a)
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Personal care products
: For the three months ended March 31, 2011 the Company’s gross sales of personal care products increased by $324,511 (15.0%) when compared with the same period in 2010. This increase was due to an increase of $524,092 (33.4%) in sales to the Company's largest distributor for the three-month period ended March 31, 2011 when compared with the same period in 2010. The Company believes that this increase was due to a number of factors, including an increase in demand for the Company's products, the replenishment of that distributor's low inventory levels on certain products, as well as the timing of customer orders. This increase was partially offset by a decrease of $199,581 (8.0%) in sales to some of the Company's other distributors in the first quarter of 2011.
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(b)
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Pharmaceuticals:
Pharmaceutical gross sales decreased by $487,451 (63.2%) for the three months ended March 31, 2011 when compared with the same period in 2010. The decrease was primarily due to the limited availability of RENACIDIN in the first quarter of 2011. This limited availability was the result of a temporary curtailment of production of RENACIDIN by the Company's supplier of the product in August 2010. The Company began allocating product among its customers in November 2010 and completely ran out of product in February 2011. The Company was able to obtain one additional batch of product in mid-March 2011 and has been selling from that batch on very tight allocation. The Company's supplier has now resumed production and the Company expects to resume normal sales of RENACIDIN by mid-May 2011. Further details on the temporary curtailment of RENACIDIN production can be found in the Company's SEC filing on Form 10-K for the fiscal year ended December 31, 2010.
In addition to the reduction in sales of RENACIDIN due to the curtailment of production, management believes that revenue from pharmaceutical sales in the first quarter of 2011 was also negatively impacted compared with the first quarter of 2010 because in the first quarter of 2010 the Company had implemented a price increase on its pharmaceutical products, which took effect on April 1, 2010, which resulted in customers significantly increasing their orders in March 2010 in order to build up inventory prior to the price increase. The Company was not able to implement a comparable price increase in the first quarter of 2011 because it would have been unable to supply RENACIDIN in sufficient
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(c)
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Medical (non-pharmaceutical) products
: Gross sales of the Company’s medical products increased $219,764 (32.3%) for the three-month period ended March 31, 2011 when compared with the same period in 2010. The Company believes the increase was primarily due to the timing of customer orders.
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Item
3.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
.
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Item
4T.
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CONTROLS AND PROCEDURES
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(a)
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DISCLOSURE CONTROLS AND PROCEDURES
The Company’s management, including its Principal Executive Officer and Principal Financial Officer, has evaluated the design, operation, and effectiveness of the Company’s disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934 (the “Exchange Act”). There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon the evaluation performed by the Company’s management, including its Principal Executive Officer and Principal Financial Officer, it was determined that, as of the end of the period covered by this quarterly report, the Company’s disclosure controls and procedures were effective in providing reasonable assurance that information required to be disclosed in the reports filed or submitted pursuant to the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to the Company’s management, including its Principal Executive Officer and Principal Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding disclosures.
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(b)
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CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
The Company's Principal Executive Officer and Principal Financial Officer have determined that, during the period covered by this quarterly report, there were no changes in the Company's internal control over financial reporting that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. They have also concluded that there were no significant changes in the Company’s internal controls after the date of the evaluation.
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ITEM
1.
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LEGAL PROCEEDINGS
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ITEM
1A.
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RISK FACTORS
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ITEM
2.
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UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
.
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ITEM
3.
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DEFAULTS UPON SENIOR SECURITIES
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ITEM
4.
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(Removed and Reserved)
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ITEM
5.
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OTHER INFORMATION
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ITEM
6.
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EXHIBITS
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31.1
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Certification of Kenneth H. Globus, President and Principal Executive Officer of the Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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31.2
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Certification of Robert S. Rubinger, Chief Financial Officer of the Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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32.1
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Certification of Kenneth H. Globus, President and Principal Executive Officer of the Company, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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32.2
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Certification of Robert S. Rubinger, Chief Financial Officer of the Company, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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UNITED-GUARDIAN, INC.
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(Registrant)
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By:
/S/ KENNETH H. GLOBUS
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Kenneth H. Globus
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President
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By:
/S/ ROBERT S. RUBINGER
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Robert S. Rubinger
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| Date: May 10, 2011 |
Chief Financial Officer
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No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|