Mail Stop 6010
August 4, 2005
Mr. George J. Longo
Vice President and Chief Financial Officer
The Quigley Corporation
Kells Building
621 Shady Retreat Road
Doylestown, PA 18901
Re: The Quigley Corporation
Form 10-K for the fiscal year ended December 31, 2004
File No. 000-21617
Dear Mr. Longo:
We have limited our review of your filing to those issues we
have addressed in our comments. In our comments, we ask you to
provide us with supplemental information so we may better
understand
your disclosure.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 16
Critical Accounting Policies, page 18
1. We acknowledge your revenue recognition policy as noted herein
and
within your "Summary of Significant Accounting Policies" in the
accompanying notes to your consolidated financial statements. We
believe that your disclosure related to estimates of items that
reduce your gross revenue, such as sales returns and allowances,
could be defined and improved. Please provide us with the
following
information in a disclosure-type format:
a). The type and amount of each accrual at the balance sheet
dates
and the effect that could result from using other reasonably
likely
assumptions than those upon which you currently rely. For
example,
please provide a range of reasonably likely amounts or another
type
of sensitivity analysis.
b). The factors that you consider in estimating each accrual,
such
as historical product returns, levels of inventory in your
distribution channels; estimated remaining product shelf lives;
price
changes from competitors and introductions of new products.
c). To the extent that the information you consider in b. is
quantifiable, discuss both quantitative and qualitative factors
and
the extent of availability and your use of information from
external
sources; for example, end-customer demand data compared to
inventory
levels. In discussing your estimate of product returns, provide
additional information, preferably by product and in tabular
format,
regarding the total amount of product in sales dollars that could
potentially be returned as of the most recent balance sheet date,
disaggregated by expiration period.
d). If applicable, discuss any shipments made as a result of
incentives and/or in excess of your customers` inventory levels in
the ordinary course of business. Please also discuss your revenue
recognition policy for such shipments.
e). A roll-forward of the liability for each estimate for the
periods presented, showing the following:
* beginning balance;
* current provision related to sales made in current period;
* current provision related to sales made in prior periods;
* actual returns or credits in current period related to sales
made
in current period;
* actual returns or credits in current period related to sales
made
in prior periods; and
* ending balance.
f). Finally, include information regarding the amount of and
reason
for fluctuations with respect to each item/estimate that reduced
gross revenue. Please address the effect that changes in your
estimates with respect to each item had on your revenues and
operations for the applicable periods.
2. We note that your accounting policy with respect to commission
expense paid to distributors/brokers of your products varies
depending on the nature of the underlying agreement; that is, you
classify certain commissions paid as cost of sales versus
administrative expense. Please provide us, in a disclosure-type
format, more about the nature of the underlying agreement that
determines your commission classification. In addition, please
tell
us why you believe that your classifications are appropriate under
U.S. GAAP, referencing the authoritative literature that supports
your treatment.
3. We note that you account for cooperative advertising expense as
a
deduction from sales, as opposed to "bonus product," which you
account for as cost of sales. Please tell us why you believe your
accounting treatment for each form of advertising complies with
U.S.
GAAP including EITF 01-9, particularly paragraph 9.
Consolidated Financial Statements, page 23
Consolidated Statements of Cash Flows, page F-4
4. Please provide us with additional information, in a disclosure-
type format, regarding the adjustment to your net income from
operations of $497,048 related to your allowance for doubtful
accounts expense for the year ended December 31, 2004. Tell us
the
amount of your bad debt expense in 2004 and separately the amount
of
any reduction in your allowance that you recorded to the statement
of
operations with full explanation. Provide us, in disclosure-type
format, the effect that these amounts had on your operations in
2004.
Also, provide us schedule II as prescribed by rule 5-04 of
Regulation
S-X and tell us why you have not included this schedule in your
filing.
Notes to Consolidated Financial Statements, page F-5
Note 2- Summary of Significant Accounting Policies, page F-7
5. We note that you record expense related to options granted to
non-
employees based on either "the fair values agreed upon with the
grantees" or fair value as determined by the Black-Scholes pricing
model. Please tell us how your policy correlates to the
accounting
treatment prescribed by SFAS No. 123, particularly paragraphs 8
and
9.
* * * *
Please provide us the supplemental information requested
within
10 business days of the date of this letter or tell us when you
will
provide a response prior to the expiration of the 10-day period.
Please furnish a letter with your supplemental responses that keys
your responses to our comments. Detailed letters greatly
facilitate
our review. You should file the letter on EDGAR under the form
type
label CORRESP. Please understand that we may have additional
comments after reviewing your responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that they
have
provided all information required under the Securities Exchange
Act
of 1934 and that they have provided all information investors
require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
In connection with responding to our comments, please
provide,
in your letter, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comments on your filing.
You may contact Amy Bruckner, Staff Accountant, at (202)
551-
3657 or Mary Mast, Senior Accountant, at (202) 551-3613 if you
have
questions regarding comments on the financial statements and
related
matters. Please contact me at (202) 551-3679 with any other
questions.
Sincerely,
Jim B. Rosenberg
Senior Assistant Chief
Accountant
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George J. Longo
The Quigley Corporation
August 4, 2005
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