QUIGLEY CORP
10-Q, 1998-05-06
SUGAR & CONFECTIONERY PRODUCTS
Previous: AMERICAN NATIONAL VARIABLE LIFE SEPARATE ACCOUNT, 497, 1998-05-06
Next: MAINSTAY INSTITUTIONAL FUNDS INC, 497, 1998-05-06




 

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                   FORM 10-Q



(XX)  QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR 15(d)  OF THE  SECURITIES
      EXCHANGE ACT OF 1934.

      For the quarterly period ended March 31, 1998
                                     --------------

                                       OR

( ) THE  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)



       Registrant's telephone number, including area code: (215) 345-0919
       ------------------------------------------------------------------
              (Registrant's telephone number, including area code)

 
Indicate  by 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

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 March
31, 1998 is 13,382,996 all of one class of $.0005 par value common stock.

<PAGE>






                               TABLE OF CONTENTS



                                                                   Page
                                                                    No.


 PART I - Financial information

 Item 1. Financial Statements                                       3-8

 Item 2.  Management's  Discussion and Analysis of Financial
          Condition and Results of Operations                       9-12


 PART II - Other Information

 Item 1. Legal Proceedings                                            11

 Item 2. Changes in Securities                                        11

 Item 3. Defaults Upon Senior Securities                              11

 Item 4. Submission of Matters to a Vote of Security Holders 11


 Item 5. Other Information                                            11

 Item 6. Exhibits and Reports on Form 8-K                             11

 Signatures                                                           12

 EDGAR Exhibit 27                                                     13
 


                                       2

<PAGE>
<TABLE>
<CAPTION>


                            THE QUIGLEY CORPORATION
                                 BALANCE SHEETS

 
                                     ASSETS
 
                                                      March 31,    December 31,
                                                        1998           1997           
                                                    (unaudited)
                                                    -----------    ------------ 
<S>                                                 <C>             <C>     
CURRENT ASSETS:                         
  Cash and cash equivalents......................   $32,343,514     $25,498,359
  Accounts receivable, net.......................     1,127,409      10,851,573
  Inventory......................................     7,277,093       7,726,757
  Prepaid income taxes...........................     4,003,347       3,548,057
  Prepaid expenses and other current assets......     1,116,048       1,023,628
  Deferred income taxes..........................       594,227         591,245
                                                    -----------     -----------
    TOTAL CURRENT ASSETS.........................    46,461,638      49,239,619
                                                    -----------     -----------

EQUIPMENT - Less accumulated depreciation........       221,485         162,189
                                                    -----------     -----------
            
OTHER ASSETS:
  Patent rights - Less accumulated amortization         351,045         372,986
  Other assets...................................        70,149          72,296
                                                    -----------     -----------
    TOTAL OTHER ASSETS...........................       421,194         445,282
                                                    -----------     -----------

           TOTAL ASSETS..........................   $47,104,317     $49,847,090
                                                    ===========     ===========


           LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable...............................      $337,756      $1,115,620
  Accrued royalties and sales commissions........     1,409,710       4,730,856
  Accrued freight................................       437,062         468,577
  Other current liabilities......................     1,793,841       1,784,019
                                                    -----------    ------------
  TOTAL CURRENT LIABILITIES                           3,978,369       8,099,072
                                                    -----------    ------------

COMMITMENT AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
  Preferred stock, $.01 par value; authorized                                          
      1,000,000; no shares issued                           -               -
  Common stock, $.0005 par value; authorized 
      50,000,000; Issued: 13,984,858 and 
      13,791,358 shares..........................         6,992           6,896
  Additional paid-in capital.....................    24,624,357      23,046,551
  Retained earnings                                  21,106,862      19,839,929
  Less: Treasury stock, 601,862 and 486,862
     shares, at cost.............................    (2,612,263)     (1,145,358)

                                                     ----------     -----------
      TOTAL STOCKHOLDERS' EQUITY.................    43,125,948      41,748,018
                                                     ----------     -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY.......   $47,104,317     $49,847,090
                                                    ===========     ===========

</TABLE>





                 See accompanying notes to financial statements

                                       3

<PAGE>
<TABLE>
<CAPTION>



                            THE QUIGLEY CORPORATION
                              STATEMENTS OF INCOME
                                  (Unaudited)


                                         Three Months Ended  Three Months Ended
                                           March 31, 1998      March 31, 1997
                                         ----------------     ----------------

<S>                                          <C>                <C>
NET SALES ................................   $ 7,271,819        $22,182,007
                                             -----------        -----------

COST OF SALES ............................     2,211,296          6,888,823
                                             -----------        -----------

GROSS PROFIT .............................     5,060,523         15,293,184
                                             -----------        -----------
 
OPERATING EXPENSES:
  Sales and marketing ....................     2,373,522          2,486,124
  Administration .........................       994,046          1,918,536
                                             -----------        -----------
TOTAL OPERATING EXPENSES .................     3,367,568          4,404,660
                                             -----------        -----------

INCOME FROM OPERATIONS ...................     1,692,955         10,888,524

INTEREST INCOME ..........................       383,984             18,972
                                             -----------        -----------
INCOME BEFORE TAXES ......................     2,076,939         10,907,496
                                             -----------        -----------

INCOME TAXES .............................       810,006          4,417,681
                                             -----------        -----------

NET INCOME ...............................   $ 1,266,933        $ 6,489,815
                                             -----------        -----------

Earnings  per common share:

  Basic ..................................        $0.10             $0.54
                                                  =====             =====

  Diluted .............................           $0.08             $0.44
                                                  =====             =====

Weighted average common shares outstanding:

  Basic ..................................    13,325,913         12,063,830
                                             ===========        ===========
                                     
  Diluted ................................    15,296,819         14,748,542
                                             ===========        ===========

</TABLE>









                 See accompanying notes to financial statements
                                       4

<PAGE>


<TABLE>
<CAPTION>

                            THE QUIGLEY CORPORATION
                            STATEMENTS OF CASH FLOWS
                                  (Unaudited)

                                                          Three Months Ended
                                                       ------------------------
                                                       March 31,      March 31,
                                                         1998           1997
                                                       ---------      ---------
        
<S>                                                   <C>            <C> 

NET CASH FLOWS FROM OPERATING ACTIVITIES .........     6,822,839      6,290,600
                                                      -----------    -----------

CASH FLOWS USED IN INVESTING ACTIVITIES:
   Capital expenditures ..........................       (77,718)       (50,436)
   Patent rights and other assets ................          (963)       (15,514)
                                                      -----------    -----------

NET CASH FLOWS USED IN INVESTING ACTIVITIES ......       (78,681)       (65,950)
                                                      -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Tax benefits from stock options, warrants
     and common stock ............................      1,268,278           --
   Proceeds from exercises of options and warrants        299,624        27,500
   Proceeds from common stock issued .............          --           76,007
   Due from attorney's escrow account ............          --          260,000
   Change in stock subscription receivable .......          --           (1,774)
   Repurchase of Common stock ....................     (1,466,905)          --
                                                      -----------    -----------
NET CASH FLOWS FROM FINANCING ACTIVITIES .........        100,997       361,733
                                                      -----------    -----------

NET INCREASE IN CASH .............................      6,845,155     6,586,383

CASH & CASH EQUIVALENTS, BEGINNING OF PERIOD .....     25,498,359     2,455,973
                                                      -----------    -----------

CASH & CASH EQUIVALENTS, END OF PERIOD ...........    $32,343,514    $9,042,356
                                                      ===========    ===========


Supplemental disclosure of cash flow information
- ------------------------------------------------
                                                         Three Months Ended
                                                      ------------------------- 
                                                      March 31,      March 31,
                                                        1998           1997
                                                      ---------      ----------


Income taxes paid .............................           --              --
- --------------------------------------------------------------------------------

Non cash investing and financing:
Capital expenditures ..........................           --           ($7,905)
Patent rights .................................           --          (205,000)
Common stock issued for services performed ....           --         1,358,263
Treasury stock cost ...........................           --       ($1,145,358)

</TABLE>




                 See accompanying notes to financial statements

                                       5

<PAGE>

                            THE QUIGLEY CORPORATION
                         NOTES TO FINANCIAL STATEMENTS


NOTE 1 - ORGANIZATIONAL 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 and brokers. 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)" 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 by nearly half.
The results of this  randomized  double-blind  placebo-controlled  study of the
common cold were  published  in 1996 in the Annals of Internal  Medicine - Vol.
125 No.2.  Research is continuing on this product in order to maximize its full
potential use by the general public.
 
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. In 1996, the Company also acquired exclusive license for a United States
zinc  gluconate  use patent number RI 33,465 from the patent  holder.  This use
patent  gives the  Company  exclusive  rights  to both the use and  formulation
patents on zinc  gluconate for reducing the duration and severity of the common
cold symptoms.

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  suppliers  varying  in range and size in the cold
remedy products arena.  Cold-Eeze(R) which has been clinically proven, 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  Company  has several  Broker,
Distributor and Representative Agreements,  both nationally and internationally
and the product is distributed through numerous  independent and chain drug and
discount stores throughout the United States.

The   Cold-Eeze(R)   product  is  produced   for  the  Company  by  a  contract
manufacturer. This manufacturer produces exclusively for the Company.

The Balance Sheet as of March 31, 1998,  the Statements of Income for the three
months  periods ended March 31, 1998 and 1997, and the Statements of Cash Flows
for the three months periods ended March 31, 1998 and 1997,  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  December  31,  1997,  in the
Company's Form 10-KSB.


                                       6

<PAGE>



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Reclassifications

Certain prior period  amounts have been  reclassified  to conform with the 1998
presentation.

Recently Issued Accounting Standards

In  June  1997,  the  Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial  Accounting Standard ("SFAS") No. 131, "Disclosure about
Segments of an Enterprise and Related Information,"  requiring public companies
report certain  information  about  operating  segments  within their financial
statements.  Additionally,  it  requires  that  such  entities  report  certain
information  about their products and services,  the geographic  areas in which
they  operate,   and  their  major  customers.   These  additional   disclosure
requirements  are  required  within  financial   statements  for  fiscal  years
beginning after December 15, 1997. During 1998, the Company expects to commence
international activities which may require additional disclosures.

NOTE 3 - TRANSACTIONS AFFECTING STOCKHOLDERS' EQUITY

On January 8, 1998,  the  Company's  Board of  Directors  authorized  a plan to
reacquire up to 250,000 of the Company's  issued and  outstanding  common stock
shares  during the period ended  December 31, 1998.  The schedule and amount of
shares re-purchased will be based upon market conditions. As of March 31, 1998,
115,000  shares have been  repurchased  at an average  cost per share of $12.76
giving a total cost of $1,466,905.
 
During the three month  period  ended March 31, 1998 a total of 193,500  shares
were issued  through the exercise of stock options and warrants of the Company.
The difference between the option payment price and cash received,  resulted in
an increase to the additional paid-in-capital of the Company.
 
At March 31, 1998, there were 4,224,100 unexercised issued options and warrants
of the Company's stock.
 
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 $594,227  consists of the tax
effects  for  contract  termination  costs  and  miscellaneous  items.  Certain
exercises of options and warrants during the three months ended March 31, 1998,
resulted in reductions to taxes currently payable and a corresponding  increase
to  additional  paid-in-capital  totaling  $1,268,278.   These  reductions  are
"permanent  differences"  and do not  affect the  provisions  for  deferred  or
current income tax expense.

For the three  months  ended March 31, 1998 and fiscal year ended  December 31,
1997 an effective tax rate has been provided for at 39% and 40.5% respectively.
The  reduction  in the  effective  rate was the  result  of  certain  State tax
planning strategies employed by the Company during the first quarter of 1998.

NOTE 5 - EARNINGS PER SHARE

Effective  December  31,  1997,  the Company  adopted  Statement  of  Financial
Accounting  Standard No. 128,  "Earnings Per Share," which simplifies  earnings
per share  calculations  and  requires  presentation  of both basic and diluted
earnings per share on the face of the statement of income.  Per this statement,
basic earnings per share ("EPS") excludes  dilution and is computed by dividing
income  available to common  stockholders  by the weighted - average  number of
common shares  outstanding  for the period.  Diluted EPS reflects the potential
dilution  that could occur if  securities  or other  contracts  to issue common
stock were exercised or converted into common stock or resulted in the issuance
of common  stock that then shared in the  earnings  of the entity.  Diluted EPS
also utilizes the treasury stock method that prescribes a theoretical


                                       7

<PAGE>


buy back of shares from the  theoretical  proceeds of all options and  warrants
outstanding  during the period.  Since  there is a large  number of options and
warrants  outstanding,  fluctuations  in the  actual  market  price  can have a
varying  of  results  for  each  period  presented.  A  reconciliation  of  the
applicable   numerators  and  denominators  of  the  income  statement  periods
presented is as follows (millions, except earnings per share amounts):

                          Three Months Ended           Three Months Ended
                            March 31, 1998                March 31, 1997
                       Income    Shares    EPS     Income      Shares      EPS
                     --------- -------- -------- --------- ---------- --------

Basic EPS               $1.3      13.3    $0.10     $6.5       12.1      $0.54
Dilutives:
Options/Warrants         --        2.0               --         2.6
                     --------- -------- -------- --------- ---------- --------

Diluted EPS             $1.3      15.3    $0.08     $6.5       14.7      $0.44
                     ========= ======== ======== ========= ========== ========

 
NOTE 6 - STATUS OF NUTRITIONAL FOODS CORPORATION LITIGATION

During  1992,  the Company  authorized  litigation  against  Nutritional  Foods
Corporation  ("NFC")  in  which  the  Company  sought  to  cancel  the  729,928
restricted  shares issued to NFC for  international  marketing  services,  as a
result  of  certain  false  and  misleading  representations  made by it to the
Company  including,  but not limited to, NFC's  failure to act as the Company's
international sales agent under an Agreement between NFC and the Company.

Pursuant to a final decree issued in the Court of Common Pleas of Bucks County,
Pennsylvania dated January 23, 1997, the Company received an order to return to
treasury  these  outstanding  shares.  In November of 1997,  NFC challenged the
validity of the decree.  In March of 1998, a  subsequent  order of the Court of
Common Pleas of Bucks County modified the decree of January 23, 1997 to provide
for a return to treasury of 604,928 shares to the Company. As payment for legal
services,  118,066  of  these  shares  were  reissued  with a  market  value of
approximately  $1,145,358.  This value,  the cost of reacquiring  these shares,
then became the value of the net treasury  stock ($2.35 per share)  represented
by 486,862  shares  returned to treasury.  The impact has been reflected in the
Balance Sheet as of December 31, 1997.

NOTE 7 - 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 and related tax
benefits.  Of this  percentage a three percent royalty is payable to the patent
holder whose  agreement  expires in 2002, a three percent royalty is payable to
the developer of the product formulation together with a two percent consulting
fee based on an  agreement  that  expires in 2007.  Additionally,  a  founder's
royalty  totaling  5%, on gross  receipts on sales of the product  less certain
deductions, is paid to two of the officers whose agreements expire in 2005.
 
The  Company  has  contractual   commitments   for  advertising   amounting  to
approximately  $5,500,000.  Additional  advertising  costs are  expected  to be
incurred during the remainder of the year.

The Company  has  reached an  agreement  in  principle  to purchase a building,
including  improvements,  approximating 14,000 square feet that will be used as
corporate offices as well as laboratory facilities,  at a cost approximating $1
million.

In September 1997, the Company  obtained a $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 September
1998,  with interest at prime or 275 basis points above the  Euro-Dollar  Rate.
There were no  borrowings  under this line  during the period  ended  March 31,
1998.

The Company is subject to legal proceedings and claims which have arisen in the
ordinary  course of its business.  Although there can be no assurance as to the
ultimate  disposition  of these  matters,  it is the  opinion of the  Company's
management based upon the information available at this time, that the expected
outcome of these matters,  individually  or in the  aggregate,  will not have a
material  adverse  effect on the financial  position,  results of operations or
cash flows of the Company.

 
                                       8

<PAGE>

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

In addition to historical  information,  this Report  contains  forward-looking
statements.  These forward-looking  statements are subject to certain risks and
uncertainties  that could cause actual results to differ  materially from those
reflected in these forward-looking statements.  Factors that might cause such a
difference include,  but are not limited to management of growth,  competition,
pricing  pressures  on the  Company's  product,  industry  growth  and  general
economic conditions. Readers are cautioned not to place undue reliance on these
forward-looking statements,  which reflect management's opinions only as of the
date hereof. The Company undertakes no obligation to revise or publicly release
the results of any revision to these forward-looking statements. The Company is
subject to a variety of  additional  risk factors  more fully  described in the
Company's  annual report by Form 10-KSB filed with the  Securities and Exchange
Commission.

Overview
- --------
 
The first quarter of 1998 resulted in a comparative  slow down in revenues over
the same period in 1997.  First  quarter  revenues in 1998 were  $7,271,819  as
compared to $22,182,007 in 1997.  The winter  conditions  throughout the United
States  during the 1998 cold and flu season have been less severe than  normal.
Reflected in the first  quarter of 1997,  is the filling of  approximately  $12
million in  backorders  at  December  31,  1996.  The demand for the product is
seasonal,  with the fourth and first  quarters  representing  the largest sales
volume.

The Company  continues  to use the  resources  of a contract  manufacturer  and
independent  national  and  international  brokers to represent  the  Company's
Cold-Eeze(R)  lozenge  product,   thereby  saving  capital  and  other  ongoing
expenditures that would otherwise be incurred.

Manufacturing  efficiencies  and contract  commitments  introduced in the first
quarter 1997 resulted in increased product availability,  thereby ensuring that
domestic and future international product demand can be met.

During  February  1998,  an  agreement  was  reached  with  Genpharm,  Inc.,  a
wholly-owned  subsidiary of the pharmaceutical  company Merck KgaA,  Darmstadt,
Germany, for exclusive  distribution of the Company's proprietary  Cold-Eeze(R)
products in the Canadian  market.  In March,  the Company  reached an agreement
with a Hong Kong  based  Chinese  distribution  company  for the  non-exclusive
distribution  of  Cold-Eeze(R)  in  the  People's   Republic  of  China.   Both
agreements,  effective immediately,  will launch the international distribution
of the Cold-Eeze(R) product.

Results of Operations
- ---------------------

Three months ended March 31, 1998 compared to three months ended March 31, 1997
- -------------------------------------------------------------------------------
For the three  months ended March 31, 1998,  the Company  reported  revenues of
$7,271,819 and net income of $1,266,933,  as compared to revenue of $22,182,007
and net income of $6,489,815  for the  comparable  period ended March 31, 1997.
The reduction in revenue is due to the mild winter  conditions  throughout  the
United  States with the 1998 cold and flu season  being less severe than usual.
Also included in the first quarter 1997 figure is approximately  $12 million in
revenues that represented an order backlog existing at December 31, 1996.

Cost of Sales as a percentage of net sales for the three months ended March 31,
1998 was 30.4%  compared  to 31.1% for the  comparable  period  ended March 31,
1997.  This  reduction is a result of  efficiencies  and cost saving  processes
employed  by the  manufacturer  which  were not in place  during the full first
quarter of 1997.

For the three  months  ended March 31,  1998,  total  operating  expenses  were
$3,367,568  compared to $4,404,660  for the  comparable  period ended March 31,
1997.  The operating  expenses have remained high primarily due to a continuing
advertising and promotion  campaign commenced during the latter part of 1997 to
establish Cold-Eeze(R) as a recognized brand name and to support the sales base.

During the three months ended March 31, 1998, the major  operating  expenses of
delivery,  salaries, brokerage commissions,  promotion,  advertising, and legal
costs accounted for $2,925,621  (87%) of total operating  costs.  The remaining
items for this  period  remained  relatively  fixed in that they do not  follow
sales trends.  These same expense  categories for the comparable period in 1997
accounted for $3,514,642 (80%) of total operating costs. As percentage of


                                       9

<PAGE>



sales,  the 1998 first quarter  operating  expenses assume a higher  percentage
compared to the same period in 1997 due to the lower 1998 sales.

Liquidity and Capital Resources
- -------------------------------

The total  assets of the company at March 31, 1998 and  December  31, 1997 were
$47,104,317  and  $49,847,090   respectively.   Working  capital  increased  to
$42,483,269 from $41,140,547 during the period. The significant movement within
total assets is the reduction in accounts  receivable of  $9,724,164,  cash and
cash  equivalents  increasing by $6,845,155  prepaid income taxes increasing by
$455,290  and  inventory  decreasing  by  $449,664.   From  a  working  capital
perspective  accounts payable and accrued  royalties and sales commissions were
reduced over the period by $777,864  and  $3,321,146  respectively.  Total cash
balances  at March , 1998 were  $32,343,514,  as  compared  to  $25,498,359  at
December 31 , 1997.

The management of the Company currently believes that the current liquidity and
continuing revenues, along with related profits generated, for the remainder of
1998,  should  provide an  internal  source of  capital  to fund the  Company's
business operations.  Additionally, in September 1997 the Company obtained a $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,  and renews in September  1998,  with interest  accruing at the Wall
Street Journal prime rate, or 275 basis points above the Euro-Dollar Rate, each
to move with the respective base rate. There were no borrowings under this line
during the three-month period ended March 31, 1998.

Management is not aware of any trends, events or uncertainties that have or are
reasonably  likely to have a material  negative  impact upon the  Company's (a)
short term or long term  liquidity,  (b) net sales or  revenues  or income from
continuing operations.  Any challenge to the Company's patent rights could have
a material  adverse  effect on future  liquidity of the Company,  however,  the
Company is not aware of any condition that would make such an event probable.
 
New Accounting Standards
- ------------------------

In June 1997, the Financial Accounting Standard Board ("FASB") issued Statement
of Financial  Accounting Standard ("SFAS") No. 131,  "Disclosure about Segments
of an Enterprise and Related  Information,"  requiring  public companies report
certain information about operating segments within their financial statements.
Additionally,  it requires that such entities report certain  information about
their products and services,  the geographic  areas in which they operate,  and
their major customers.  These additional  disclosure  requirements are required
within financial statements for fiscal years beginning after December 15, 1997.
During 1998, the Company expects to commence international activities which may
require additional disclosures.

Capital Expenditures
- --------------------

No  significant  capital  expenditures  are  planned  beyond  those  previously
disclosed.



                                      10


<PAGE>



                           Part II. Other Information
                           --------------------------

Item 1. Legal Proceedings
- -------------------------

During  1992,  the Company  authorized  litigation  against  Nutritional  Foods
Corporation  ("NFC")  in  which  the  Company  sought  to  cancel  the  729,928
restricted  shares issued to NFC for  international  marketing  services,  as a
result  of  certain  false  and  misleading  representations  made by it to the
Company  including,  but not limited to, NFC's  failure to act as the Company's
international sales agent under an Agreement between NFC and the Company.

Pursuant to a final decree issued in the Court of Common Pleas of Bucks County,
Pennsylvania dated January 23, 1997, the Company received an order to return to
treasury  these  outstanding  shares.  In November of 1997,  NFC challenged the
validity of the decree.  In March of 1998, a  subsequent  order of the Court of
Common Pleas of Bucks County modified the decree of January 23, 1997 to provide
for a return to treasury of 604,928 shares to the Company. As payment for legal
services,  118,066  of  these  shares  were  reissued  with a  market  value of
approximately  $1,145,358.  This value,  the cost of reacquiring  these shares,
then became the value of the net treasury  stock ($2.35 per share)  represented
by 486,862 shares returned to treasury.

The Company is subject to legal proceedings and claims which have arisen in the
ordinary  course of its business.  Although there can be no assurance as to the
ultimate  disposition  of these  matters,  it is the  opinion of the  Company's
management based upon the information available at this time, that the expected
outcome of these matters,  individually  or in the  aggregate,  will not have a
material  adverse  effect on the financial  position,  results of operations or
cash flows of the Company.

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
- -------------------------

None

Item 6. Exhibits and Reports on Form 8-K
- ----------------------------------------

(a)   Exhibits

          Exhibit 27 - Financial Data Schedule

(b)   Reports on Form 8-K

          There were no Current Reports on Form 8-K filed during the quarter
          ended March 31, 1998.



                                      11


<PAGE>









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: May 6, 1998

                                      12

<PAGE>


<TABLE> <S> <C>


<ARTICLE>                     5
<CIK>                         0000868278
<NAME>                        E.H. Kaytes
<MULTIPLIER>                                   1
<CURRENCY>                                     U.S.DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              DEC-31-1998
<PERIOD-START>                                 JAN-01-1998
<PERIOD-END>                                   MAR-31-1998
<EXCHANGE-RATE>                                1.000
<CASH>                                         32,343,514
<SECURITIES>                                   0
<RECEIVABLES>                                  2,094,681
<ALLOWANCES>                                   967,272
<INVENTORY>                                    7,277,093
<CURRENT-ASSETS>                               46,461,638
<PP&E>                                         294,344
<DEPRECIATION>                                 72,859
<TOTAL-ASSETS>                                 47,104,317
<CURRENT-LIABILITIES>                          3,978,369
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       6,992
<OTHER-SE>                                     43,118,956
<TOTAL-LIABILITY-AND-EQUITY>                   47,104,317
<SALES>                                        7,271,819
<TOTAL-REVENUES>                               7,271,819
<CGS>                                          2,211,296
<TOTAL-COSTS>                                  3,367,568
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             0
<INCOME-PRETAX>                                2,076,939
<INCOME-TAX>                                   810,006
<INCOME-CONTINUING>                            1,266,933
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   1,266,933
<EPS-PRIMARY>                                  0.10
<EPS-DILUTED>                                  0.08
        


</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission