SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
[X] 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
[ ] 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: 0-18793
VITAL SIGNS, INC.
(Exact name of registrant as specified in its charter)
New Jersey 11-2279807
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
20 Campus Road
Totowa, New Jersey 07512
(Address of principal executive office, including zip code)
973-790-1330
(Registrant's telephone number, including area code)
Former name, former address and former fiscal year, if changed since last
report)
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.
Yes [X] No [__]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
At May 1, 1998, there were 12,818,862 shares of common stock, no par value,
outstanding.
VITAL SIGNS, INC.
INDEX*
PART I.
Financial Information:
Item 1 Financial Statements
Consolidated Balance Sheet as of March 31, 1998
(Unaudited) and September 30, 1997
Consolidated Statement of Operations for the Six
Months Ended March 31, 1998 and 1997 (Unaudited)
Consolidated Statement of Operations for the
Three Months Ended March 31, 1998 and 1997 (Unaudited)
Consolidated Statement of Cash Flows for the
Six Months Ended March 31, 1998 and 1997
(Unaudited)
Notes to Consolidated Financial Statements (Unaudited)
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Part II.
Item 1. Legal Proceedings
Item 4. Submission of Matters to a Vote of Securityholders
Item 6. Exhibits and Reports on Form 8-K
Signatures
*Items omitted from this Form 10-Q/A (Amendment No. 1) are either included in
the Company's Quarterly Report on Form 10-Q, as initially filed, or are not
applicable.
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
18.1 - Letter regarding change in accounting principles
27.1 - Financial data schedule
(b) Reports on Form 8-K filed during the quarter ended March 31,
1998: None
<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.
VITAL SIGNS, INC.
By:/s/Anthony J. Dimun
___________________________________
Anthony J. Dimun
Executive Vice President of Finance
and Chief Financial Officer
Date: September 11, 1998
Exhibit 18.1
August 25, 1998
Vital Signs, Inc.
20 Campus Road
Totowa, NJ 07512
Gentlemen:
Pursuant to your request, we have read the statements contained in Note 4 to the
consolidated financial statements included in the Form 10-Q of Vital Signs, Inc.
for the six months ended March 31, 1998. As stated in Note 4, "the Company
adopted a new accounting principle related to the accrual of distributor
rebates. This change in principle was adopted to more precisely record the
amounts due distributors who service the Company's hospital customers."
You have requested a letter from us as your independent certified public
accountants that you can file with the Securities and Exchange Commission
indicating whether or not we believe the aforementioned change in method of
accounting is preferable under your particular circumstances. This letter is
submitted to you solely for that purpose.
Based on our reading of the information set forth in the Form 10-Q of Vital
Signs, Inc. for the six months ended March 31, 1998, we believe that (a) the
newly adopted accounting principle is a generally accepted accounting principle,
(b) the Company has justified the use of the newly adopted accounting principle
on the basis that it is preferable as required by Accounting Principles Board
Opinion No. 20 and the Company's justification for the change is reasonable, and
(c) there are no unusual circumstances such that the selection and application
of the newly adopted accounting principle would make the financial statements
taken as a whole misleading. We have not examined any financial statements of
Vital Signs, Inc. as of any date or for any period subsequent to September 30,
1997, nor have we audited the information set forth in Note 4 to the Form 10-Q
of Vital Signs, Inc. for the six months ended March 31, 1998; accordingly, we do
not express an opinion concerning the factual information contained therein.
We believe that, under your particular circumstances, the newly adopted
accounting principle related to the accrual of distributor rebates is a
preferable alternative accounting principle.
Very truly yours,
GOLDSTEIN GOLUB KESSLER LLP
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
the Company's balance sheet at March 31, 1998 and six month income
statement ended March 31, 1998 and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S.
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-END> MAR-31-1998
<EXCHANGE-RATE> 1
<CASH> 3,163
<SECURITIES> 51
<RECEIVABLES> 18,037
<ALLOWANCES> 200
<INVENTORY> 19,741
<CURRENT-ASSETS> 49,381
<PP&E> 47,821
<DEPRECIATION> 10,299
<TOTAL-ASSETS> 137,848
<CURRENT-LIABILITIES> 9,780
<BONDS> 3,283
0
0
<COMMON> 24,720
<OTHER-SE> 94,431
<TOTAL-LIABILITY-AND-EQUITY> 137,848
<SALES> 63,228
<TOTAL-REVENUES> 63,228
<CGS> 31,098
<TOTAL-COSTS> 31,098
<OTHER-EXPENSES> 2,842
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 238
<INCOME-PRETAX> 10,456
<INCOME-TAX> 3,607
<INCOME-CONTINUING> 6,849
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 1,524
<NET-INCOME> 5,325
<EPS-PRIMARY> .42
<EPS-DILUTED> .42
</TABLE>
