UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
[XX] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
------------------
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______to______ Commission File Number: 01-21617
THE QUIGLEY CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 23-2577138
- -------------------------------------------------------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
(MAILING ADDRESS: PO Box 1349, Doylestown, PA 18901.)
Landmark Building, 10 South Clinton Street, Doylestown, PA 18901
- -------------------------------------------------------------------------------
(Address of principle executive offices) (Zip Code)
(215) 345-0919
--------------
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by the check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. [XX] Yes [ ] No
APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares
outstanding of each of the issuer's class of common stock, as of the latest
practicable date. The number of shares outstanding of each of the registrant's
classes of common stock, as of October 31, 1997 12,599,864, all of one class
of $.0005 par value common stock.
<PAGE>
TABLE OF CONTENTS
Page No.
PART I - Financial information
Item 1. Financial Statements 3-9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 10-11
PART II - Other Information
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Submission of Matters to a
Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 12
EDGAR Exhibit 27 13
-2-
<PAGE>
<TABLE>
<CAPTION>
THE QUIGLEY CORPORATION
BALANCE SHEET
(Unaudited)
September 30, 1997
------------------
ASSETS
<S> <C>
Current Assets:
Cash and cash equivalents ....................... $ 7,700,708
Accounts receivable, net ........................ 7,518,045
Inventory ....................................... 9,949,393
Prepaid income taxes ............................ 3,236,748
Other current assets ............................ 358,704
-----------
TOTAL CURRENT ASSETS ......................... 28,763,598
-----------
EQUIPMENT - Less accumulated depreciation ......... 156,572
-----------
OTHER ASSETS:
Patent rights - Less accumulated amortization 394,926
Deferred income taxes (Note 4)............... 779,449
Other assets ................................ 322,643
-----------
TOTAL OTHER ASSETS ..................... 1,497,018
-----------
TOTAL ASSETS ...................................... $30,417,188
===========
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
Accounts payable ............................. $ 1,434,457
Accrued payroll and payroll taxes ............ 1,179,082
Accrued royalties and sales commissions ...... 2,154,981
Accrued expenses ............................. 1,539,477
------------
TOTAL CURRENT LIABILITIES ............... 6,307,997
------------
OTHER NON-CURRENT LIABILITIES ...................... 783,614
------------
STOCKHOLDER'S EQUITY:
Common Stock, $.0005 par value; authorized
50,000,000; issued 12,633,126; outstanding
12,146,264 shares (Note 2).................... 6,317
Additional paid-in capital ................... 13,401,181
Retained earnings ............................ 11,063,437
Less: Treasury stock, 486,862
shares at cost (Notes 2 & 3).................. (1,145,358)
------------
TOTAL STOCKHOLDER'S EQUITY .............. 23,325,577
------------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY.......... $ 30,417,188
============
</TABLE>
See accompanying notes to financial statements
-3-
<PAGE>
<TABLE>
<CAPTION>
THE QUIGLEY CORPORATION
STATEMENTS OF OPERATIONS
(Unaudited)
<S> <C> <C> <C> <C>
Three months ended Nine months ended
September 30, September 30, September 30, September 30,
1997 1996 1997 1996
----------- ----------- ----------- -----------
NET SALES ........... $14,698,350 $ 726,915 $40,964,092 $ 901,843
----------- ----------- ----------- -----------
COST OF SALES ....... 4,322,564 212,140 12,436,760 265,992
----------- ----------- ----------- -----------
GROSS PROFIT ........ 10,375,786 514,775 28,527,332 635,851
----------- ----------- ----------- -----------
OPERATING EXPENSES:
Sales and marketing 1,635,289 457,708 4,556,512 540,272
Administration .... 1,399,279 601,587 3,945,282 812,551
----------- ----------- ----------- -----------
TOTAL OPERATING
EXPENSES............. 3,034,568 1,059,295 8,501,794 1,352,823
----------- ----------- ----------- -----------
INCOME BEFORE TAXES.. 7,341,218 (544,520) 20,025,538 (716,972)
----------- ----------- ----------- -----------
INCOME TAXES(Note 4). 2,973,193 (27,050) 8,110,343 (27,050)
----------- ----------- ----------- -----------
NET INCOME........... $ 4,368,025 ($ 517,470) $11,915,195 ($ 689,922)
=========== =========== =========== ===========
Earnings per common share:
Primary
(Notes 2 and 3)...... $.27 ($.07) $.73 ($.09)
=========== =========== =========== ===========
Fully diluted
(Notes 2 and 3)...... $.27 ($.07) $.72 ($.09)
=========== =========== =========== ===========
Weighted average common shares outstanding:
Primary
(Notes 2 and 3)....... 16,365,250 8,016,729 16,240,735 8,131,178
=========== =========== =========== ===========
Fully diluted
(Notes 2 and 3)....... 16,412,016 8,016,729 16,580,370 8,131,178
=========== =========== =========== ===========
</TABLE>
See accompanying notes to financial statements
-4-
<PAGE>
<TABLE>
<CAPTION>
THE QUIGLEY CORPORATION
STATEMENTS OF CASH FLOWS
(Unaudited)
Nine months ended
September 30, September 30,
1997 1996
------------ ----------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income (loss) ............................... $ 11,915,195 ($689,922)
------------ -----------
Adjustments to reconcile net income
(loss) to net cash provided by operations:
Non-cash expenditures recorded in paid-in-capital -- 894,586
Depreciation and amortization ................... 97,693 17,461
Deferred income taxes ........................... (63,624) (27,050)
(Increase) decrease in assets:
Accounts receivable ........................ (5,317,221) (394,778)
Prepaid income taxes ....................... (3,236,748) --
Inventory .................................. (9,648,661) 15,765
Other current assets ....................... (348,847) 3,556
Increase (decrease) in liabilities:
Accounts payable ........................... 1,302,660 54,783
Accrued payroll and payroll taxes .......... 1,179,082 --
Accrued royalties and sales commissions .... 1,524,336 --
Accrued expenses ........................... 1,420,126 (46,157)
Accrued income taxes ....................... (622,318) --
Other non-current liabilities .............. 509,000 --
------------ ----------
Total adjustments ..................... (13,204,522) 518,166
------------ ----------
NET CASH PROVIDED BY OPERATING ACTIVITIES ........ (1,289,327) (171,756)
------------ ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures .......................... (101,702) (39,580)
Patent rights and other assets ................ (44,640) (484)
------------ ----------
NET CASH FLOWS FROM INVESTING ACTIVITIES ... (146,342) (40,064)
------------ ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Tax benefits related to stock options,
warrants and common stock 5,620,439 --
Proceeds from exercise of options and warrants.. 368,350 474,327
Proceeds from common stock issued .............. 76,007 41,019
Due from attorney's escrow account ............. 260,000 9,000
Stock subscription receivable .................. 355,608 (21,991)
------------ ----------
NET CASH FLOWS FROM FINANCING ACTIVITIES .... 6,680,404 502,355
------------ ----------
NET INCREASE (DECREASE) IN CASH ............. 5,244,735 290,535
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD .. 2,455,973 79,612
------------ ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD ........ $ 7,700,708 $ 370,147
============ ==========
</TABLE>
See accompanying notes to financial statements
-5-
<PAGE>
<TABLE>
<CAPTION>
THE QUIGLEY CORPORATION
STATEMENTS OF CASH FLOWS (continued)
(Unaudited)
Nine months ended
September 30, September 30,
1997 1996
------------ ----------
<S> <C> <C>
Supplemental disclosure of cash flow information
- ------------------------------------------------
Non cash investing and financing activities:
Capital expenditures ....................... $ 7,905 --
Patent rights and other assets ............. $ 615,701 $ 210,000
Common stock issued for services performed . $1,358,263 $1,104,586
Treasury stock cost ........................ $1,145,358 --
</TABLE>
See accompanying notes to financial statements
-6-
<PAGE>
THE QUIGLEY CORPORATION
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND GENERAL
The Quigley Corporation (the "Company"), organized under the laws of the state
of Nevada, is primarily engaged in the development, manufacturing, and
marketing of homeopathic cold remedies. The products developed are being
offered to the general public through distributors, brokers, mail order, and
is regularly featured on the QVC Cable TV shopping network. For the fiscal
periods presented, and for the immediate future, the Company plans to continue
concentrating its efforts in the promotion of its major proprietary
"Cold-Eeze(R)" and Cold-Eezer Plus products. These products are based upon a
proprietary zinc gluconate glycine formula which in a clinical study conducted
by The Cleveland Clinic, has been shown to reduce the severity and duration of
the common cold symptoms. This product is covered by patents registered in the
United States, United Kingdom, Sweden, France, Italy, Canada, Germany and
pending in Japan. Research is continuing on this product in order to maximize
its full potential use for the general public.
On July 15, 1996, results of this study were published in the Annals of
Internal Medicine - Vol. 125 No 2, of a new randomized double-blind
placebo-controlled study of the common cold, which had commenced at the
Cleveland Clinic Foundation, on October 3, 1994. This study had results that
indicated a 42% reduction in the duration and severity of the common cold
symptoms.
The Company has an exclusive agreement for worldwide representation,
manufacturing, marketing and distribution rights for the zinc gluconate
glycine lozenge formulation, known as "Cold-Eeze(R)", which is patented in the
United States, United Kingdom, Sweden, France, Italy, Canada, Germany, and
pending in Japan. The goal of the Company is to have consumers worldwide make
"Cold-Eeze(R)" their preferred choice for relief from the common cold.
The business of the Company is subject to federal and state laws and
regulations adopted for the health and safety of users of the Company's
products. Cold-Eeze(R) is a homeopathic remedy which is subject to regulations
by various federal, state and local agencies, including the FDA and the
Homeopathic Pharmacopoeia of the United States.
The Company competes with a various range and size of suppliers in the cold
remedy products arena. Cold-Eeze(R) which has been clinically proven to reduce
the duration and severity of the common cold symptoms, offers a significant
advantage over other suppliers in the over-the-counter cold remedy market. The
management of the Company believes there should be no future impediment on our
ability to compete in the marketplace now, or in the immediate future, since
factors concerning the product, such as, price, product quality, availability,
reliability, credit terms, name recognition, delivery and support are all
properly positioned.
The Balance Sheet as of September 30, 1997, the Statements of Operations for
the three and nine months periods ended September 30, 1997 and 1996, and the
Statements of Cash Flows for the nine months periods ended September 30, 1997
and 1996, have been prepared without audit. In the opinion of management, all
adjustments necessary to present fairly the financial position, results of
operations and cash flows, for the periods indicated, have been made. All
adjustments made were of a normal recurring nature.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles, have been condensed or omitted. It is suggested that these
financial statements be read in conjunction with the financial statements and
accompanying notes for the fiscal year ended September 30, 1996, in the
Company's Form 10-KSB/A, and the transition quarter ended December 31, 1996,
in the Company's Form 10-QSB. The transition quarter reflects the Company's
change from a fiscal year end of September 30, to a calendar year end, and is
reflective of the first quarter results since the release of The Cleveland
Clinic Study in July 1996.
-7-
<PAGE>
NOTE 2 - TRANSACTIONS AFFECTING STOCKHOLDER'S EQUITY
On January 15, 1997, the Company split its common stock on a two-for-one
basis. Therefore, all share data such as, par value, earnings per share,
options and warrants exercised, cash received or to be received for
outstanding options and warrants are all on a post-split basis.
From January 1, 1997 to September 30, 1997, there were 495,000 shares issued
through the exercise of stock options and warrants of the Company, shares
numbering 17,884 were issued for cash payment, 264,120 were issued for
services rendered to the Company, and 729,928 shares were returned to the
Company to be placed in treasury. The difference between the option payment
price and cash received or fair market value for services rendered, resulted
in an increase to the additional paid-in-capital of the Company. Additionally,
the exercises of options and warrants, and restricted stock that was issued
for services that became unrestricted during the period, resulted in
reductions to taxes currently payable and a corresponding increase to
additional paid-in-capital.
At September 30, 1997, there were 5,545,000 unexercised issued options and
warrants of the Company's stock.
On October 1, 1996, the Company entered into an agreement with Sands Brothers
& Co., Ltd., ("Sands") to assist the Company raise additional capital and to
provide other investment banking services. For this service, Sands received
800,000 warrants at an exercise price of $1.75. Subsequently, this contract,
was modified in November 1996, and stipulated Sands had the conditional right
to purchase, at $10 per share, 200,000 shares of the Company's stock, for
every million dollars they identify for the Company in a private placement of
the Company's stock pursuant to Regulation D. The Company desired that the
private placement was not to exceed $10 million. During the first quarter of
1997, the Company decided not to pursue a private placement offering.
Therefore, the aforementioned possible additional warrants for Sands will not
materialize.
However, in order to terminate this arrangement with Sands, the Company issued
to Sands 350,000 additional warrants to purchase the Company's stock at $10
per share. Accordingly, a provision for loss of $700,000 ($417,000 net of
taxes) for a total of 1,150,000 warrants issued to Sands, and other expenses
expected to be incurred, was charged against earnings.
Also, the Company terminated a contract with a consulting firm that was
previously issued 350,000 options to purchase the Company's stock. A provision
of $91,000 ($54,000 net of taxes), was also charged against earnings.
On March 27, 1997, the Company received a net return to treasury 486,862
shares of its stock because of a favorable ruling from litigation commenced
against Nutritional Foods, Ltd. ("NFL"). The total shares recovered was
729,928. As payment for legal services, 243,066 restricted shares were issued
on March 27, 1997 with a discounted market value for these shares of
$1,145,358. This discounted value then became the cost of the net treasury
stock ($2.35 per share) returned to the Company.
NOTE 3 - EARNINGS PER SHARE
Earnings and net loss per share is based on the weighted average number of
common shares outstanding during the three months and nine months periods
ended September 30, 1997 and 1996. Using the modified treasury stock method,
increased the weighted average number of common shares outstanding for the
period ended September 30, 1997 by 4,269,446 shares for primary EPS and
4,609,081 shares for fully diluted EPS, or a total number of weighted shares
outstanding of 16,240,735 and 16,580,370 respectively. During the period ended
September 30, 1996, no effect has been given to unexercised stock options or
warrants because the effect would be antidilutive.
In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, "Earnings per Share", which simplifies
the calculation of basic EPS and diluted EPS. The effective date is for
accounting periods ending after December 15, 1997, with restatement for prior
periods presented after December 15, 1997.
-8-
<PAGE>
NOTE 4 - INCOME TAXES
Income taxes includes both deferred and currently payable taxes. Deferred
income taxes result from "temporary differences" which consist of a different
tax base for assets and liabilities than their reported amounts in the
financial statements. The deferred tax asset of $779,449 consists principally
of future tax deductions from the issuance of options, warrants and restricted
stock. Certain exercises of options and warrants, and restricted stock issued
for services that became unrestricted during the period, resulted in
reductions to taxes currently payable and a corresponding increase to
additional paid-in-capital totaling $5,620,439. These reductions are
"permanent differences" and do not affect the provisions for deferred or
current income tax expense.
For the three months and nine months periods ended September 30, 1997 an
effective tax rate is provided for deferred and currently payable taxes at
40.5%. Since the Company was in a Net Operating Loss position at September 30,
1996, only refunds expected to be collected were recorded as a reduction to
tax expense.
NOTE 5 - COMMITMENTS AND CONTINGENCIES
The Company maintains certain royalty agreements with the founders and
developers, licensors, and consultants for the Cold-Eeze(R) product. The gross
royalty is 13% of sales collected before certain deductions. Representative
Agreements are in place for several Brokers and Distributors, both Nationally
and Internationally. These agreements are sales performance based. In addition
the Company has also issued incentive common stock purchase options to its
Brokers, Distributors and Representatives. Additionally, there are employment
agreements in place with officers of the Company that expire in 2005 or
earlier, and provide for among other things, a minimum annual base
compensation.
On March 17, 1997, an agreement with the manufacturer of the Cold-Eeze(R)
product for the Company was entered for a period of three years. The Company
has contractual commitments for advertising amounting to approximately
$3,000,000. Additionally, in September 1997, the Company obtained an initial
$5 million revolving line of credit facility with Commerce Bank, N.A. for
general corporate purposes. This facility is collateralized by accounts
receivable and inventory, renews in one year, with interest at prime or 275
basis points above the Euro-Dollar Rate.
The Company is involved in certain legal actions and claims arising in the
ordinary course of business. It is the opinion of management (based on advice
of legal counsel) that such litigation and claims will be resolved without
material effect on the Company's financial position. Included in the results
of operations for the period ended September 30, 1997, are provisions for
estimated costs to litigate the settlement of certain agreements and
infringements of the Company's proprietary Cold-Eeze(R) product by certain
competitors.
NOTE 6 - OTHER MATTERS
On January 2, 1997, the Board of Directors approved the change of the
Company's fiscal year from September 30 to December 31 to reflect the fiscal
year which has been generally adopted by the pharmaceutical industry. The
audited statements for the transition period October 1, 1996 to December 31,
1996, will be audited by Nachum Blumenfrucht, CPA, and filed by the Company
within Form 10-KSB for the calendar year ended December 31, 1997.
On January 29, 1997, the Company engaged the independent accounting firm of
Coopers & Lybrand L.L.P. to audit the Company's financial statements for the
calendar year 1997. The replacement of the previous certifying accountant,
Nachum Blumenfrucht, CPA, was made by approval of the Board of Directors of
the Company and with agreement of Mr. Blumenfrucht. This change was due to the
dramatic expansion of business operations undertaken by the Company since the
close of the prior fiscal year. There have been no disagreements with the
former accountant on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope of procedure, nor any
reportable event required to be disclosed.
-9-
<PAGE>
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
After extensive research and development, coupled with consumer test
marketing, the Company launched its products into the marketplace on a limited
basis on October 1, 1994. The Company's major product,"Cold-Eeze(R)", is
designed for the commercial marketplace of Health Food Stores, Drug and Chain
Stores and Supermarkets. Upon completion of a second double-blind
placebo-controlled study at the Cleveland Clinic Foundation, which proved that
Cold-Eeze(R), utilizing 13.3mg of zinc gluconate glycine, reduced the duration
and severity of the common cold symptoms by 42%. These results were then
peer-published in The Annals Of Internal Medicine. This study also confirmed a
previous Cold-Eeze(R) study conducted at the Dartmouth College Cold Clinic,
which was peer-published in the Journal Of International Medical Research. The
Dartmouth study, using a 23mg zinc gluconate glycine lozenge, also resulted in
a 42% reduction in the duration and severity of the common cold symptoms.
In keeping with Homeopathy "less is more", the company has completed the
process of a homeopathic proving on zinc gluconate (the active ingredient of
our cold therapy).
Zinc gluconate now has a homeopathic drug proving and a clinical trial
demonstrating its effectiveness. A monograph has been filed with HPCUS
(Homeopathic Pharmacopoeia Convention of the United States) and has been
approved by the HPUS preliminary committee, the Pharmacy committee and the
HPUS Board of Directors. Zinc gluconate, the active ingredient of
Cold-Eeze(R), is now included in the HPUS pharmacopoeia.
Cold-Eeze is currently distributed, but not limited to the following
distribution outlets, Chain Stores and/or Distributors Including: McKesson,
Zee Medical, F. Dohman Company, Bergen Brunswig, Amerisource, US Health
Distributors, Cardinal Health, Walgreen's, Eckerd, RiteAid, CVS, Albertsons,
Kmart, Osco/Savon , American Stores, H.E. Butt and other smaller chains and
independent outlets. Cold-Eezer Plus, continues to be sold successfully in the
alternative marketplace of doctor's offices and the home shopping channel QVC.
The Company has created an information web site, which can be visited by using
the following address: http://www.quigleyco.com - The Company can also be
E-mailed at: [email protected].
RESULTS OF OPERATIONS
Prior to the release of the Cleveland Clinic Study in July 1996, financial
information previously reported does not really compare to the financial
relationships that are present in the three and nine months periods ended
September 30, 1997. Also, it is expected that the Company will experience
continued overall growth for the calendar year 1997. However, since the
primary cold season is from September to March, the Company's normal revenue
cycle will have significant revenue reductions in the second quarter, and to a
lessor extent, in the third quarter, as compared with the first and fourth
quarters of the year.
For the three and nine months periods ended September 30, 1997, the Company
reported revenues of $14,698,350 and $40,964,092, and a net income of
$4,368,025 and $11,915,195 as compared with revenues of $726,915 and $901,843
and a net loss of ($517,470) and ($689,922) for the comparable periods ended
September 30, 1996. This substantial increase in revenue and profits is
primarily due to the publication of a recent clinical trial study in a medical
journal, proving the effectiveness of Cold-Eeze(R) as a remedy for the common
cold. Also, contributing to this substantial increase was the Company's
national marketing program, national exposure in the media, such as the ABC
network news program, "20/20", in January 1997, and the substantial increase
in the manufacturing availability for the product during this period.
-10-
<PAGE>
ITEM 2: RESULTS OF OPERATIONS (continued)
The current gross profit rate of 70.6% and 69.6% for the three and nine months
periods ended September 30, 1997, should continue for the immediate future.
This is comparable to the 70.8% and 70.5% gross profit rate for the comparable
periods ended September 30, 1996.
Operating expenses, such as delivery, brokerage commissions, promotion,
advertising and legal costs, increased significantly over the prior comparable
period due to the national marketing efforts and the relationship of revenue
dollar volume increases of the Cold-Eeze(R) product. These expenses accounted
for approximately $1,859,578 and $6,011,088 of the total operating costs of
$3,034,568 and $8,501,794 for the three and nine months periods ended
September 30, 1997 as compared to total operating costs of $1,059,295 and
$1,352,823 for the prior comparable three and nine months periods.
Accordingly, until other income tax strategies currently being reviewed are
implemented in the future, an effective tax rate for the Company should
approximate 40.5%.
Although the Company expects that sales levels will be highest during the peak
cold season from September through March, new marketing plans are under way as
well as negotiating sales distribution agreements for the Southern Hemisphere,
which has a cold season that is opposite of North America, to help counteract
the current seasonality for the product.
Total assets of $30,417,188 working capital of $22,455,601 and shareholder's
equity of $23,325,577 at September 30, 1997, increased dramatically as
compared to $6,281,184, $3,723,275 and $4,777,073, respectively at December
31, 1996. This occurred primarily from significant sales and net income volume
increases which thereby increased cash and cash equivalents $5,244,735
inventories $9,648,661, accounts receivable $5,317,221, prepaid income taxes
$3,859,066, accounts payable and other accrued expenses $5,426,204. The
occurrence of common stock related transactions, including the related tax
benefits, as compared to the comparable reporting period, totaling $6,893,509
also contributed to the balance sheet increases.
The management of the Company currently believes that the current liquidity
and expected increases in revenues, along with related profits generated, for
the remainder of 1997, should provide an internal source of capital to fund
the Company's business operations, and as needed, short term funding with a
commercial bank. Also, management is not aware of any trend, events or
uncertainties that have, or are reasonably likely, or expected to have, a
material negative impact upon the Company's short term or long term liquidity.
-11-
<PAGE>
PART II - Other Information
Item 1. Legal proceedings None
Item 2. Changes in securities None
Item 3. Defaults upon senior securities None
Item 4. Submission of matters to a vote of security holders None
Item 5. Other information:
As of July 7, 1997, the Company began trading on the NASDAQ SmallCap
Market, with its trading symbol remaining "QGLY". As part of the
listing process, NASDAQ requested and received a review of the
Company's unaudited March 31, 1997 quarterly financial statements by
Coopers & Lybrand L.L.P., the Company's newly-appointed independent
auditors.
Item 6. Exhibits and reports on Form 8-K None
SIGNATURES
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 thereunto duly authorized.
THE QUIGLEY CORPORATION
By: /s/ George J. Longo
--------------------
George J. Longo
Vice President, Chief Financial Officer
Date: November 13, 1997
-12-
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000868278
<NAME> E.H.Kaytes
<MULTIPLIER> 1
<CURRENCY> US.DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> Dec-31-1997
<PERIOD-START> Jan-01-1997
<PERIOD-END> Sep-30-1997
<EXCHANGE-RATE> 1
<CASH> 7,700,708
<SECURITIES> 0
<RECEIVABLES> 8,393,648
<ALLOWANCES> 875,603
<INVENTORY> 9,949,393
<CURRENT-ASSETS> 28,763,598
<PP&E> 156,572
<DEPRECIATION> 19,634
<TOTAL-ASSETS> 30,417,188
<CURRENT-LIABILITIES> 6,307,997
<BONDS> 0
0
0
<COMMON> 6,317
<OTHER-SE> 23,319,260
<TOTAL-LIABILITY-AND-EQUITY> 30,417,188
<SALES> 40,964,092
<TOTAL-REVENUES> 40,964,092
<CGS> 12,436,760
<TOTAL-COSTS> 20,938,554
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 20,025,538
<INCOME-TAX> 8,110,343
<INCOME-CONTINUING> 11,915,195
<DISCONTINUED> 0
<EXTRAORDINARY> 0
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<NET-INCOME> 11,915,195
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</TABLE>
