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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 16, 1998
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NORLAND MEDICAL SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-26206 06-1387931
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
106 Corporate Park Drive, Suite 106, White Plains, NY 10604
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(Address of principal executive offices (Zip Code)
Registrant's telephone number, including area code: (914) 694-2285
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ITEM 5. Other Events
On March 16, 1998, Registrant issued a press release concerning the
restatement of its financial statements for 1996 and the first, second and third
quarters of 1997 that will decrease revenues and net income from previously
reported amounts. A copy of the press release is attached hereto as Exhibit
99.1 and is incorporated herein.
ITEM 7. Financial Statements and Exhibits
Exhibit 99.1. Press release dated March 16, 1998.
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 hereunto duly authorized.
NORLAND MEDICAL SYSTEMS, INC.
Date: March 16, 1998 By:/s/ Kurt W. Streams
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Kurt W. Streams
Vice President, Finance and Secretary
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EXHIBIT 99.1
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Company Contact: Reynald G. Bonmati
President
914-694-2285
Investor Relations Contact: Sue Yeoh
Lippert/Heilshorn
212-838-3777
NORLAND MEDICAL SYSTEMS, INC.
ANNOUNCES RESTATEMENT
WHITE PLAINS, NY, MARCH 16, 1998 -- NORLAND MEDICAL SYSTEMS, INC. (NASDAQ:NRLD)
announced today that the Company will restate its revenues downward for the
fourth quarter of 1996 and for the first, second and third quarters of 1997.
Based on work completed to date, the Company estimates that 1996 revenues will
be reduced by approximately $950,000 and that aggregate revenues for the first
three quarters of 1997 will be reduced by approximately $4,700,000. Based on
these estimated reductions in revenue, and using an average gross margin of
approximately 40% for the periods of restatement, the Company estimates that
1996 pre-tax income will be reduced by approximately $400,000 and that aggregate
pre-tax income for the first three quarters of 1997 (excluding non-recurring
charges) will be reduced by approximately $1,900,000. The Company also
estimates that aggregate 1997 revenues will be approximately $20,400,000.
Based upon the above estimates, revenues for the fourth quarter of
1996 and for each of the four quarters of 1997 would be $4,125,000, $4,500,000,
$4,950,000, $5,300,000 and $5,650,000, respectively. The Company expects the
release of additional and more definitive information in its Form 10-K for 1997
which is due to be filed by March 31.
The Company's decision to restate its financial statements for the
periods indicated is the result of changes in the timing of the recognition of
certain revenues, primarily from certain transactions with dealers. Following a
review by the Company, it was determined that these transactions should have
been treated as bill and hold arrangements. Under applicable bill and hold
criteria, the Company did not have all of the documentation necessary to support
the recognition of revenues at the times initially recorded, and, therefore, the
recognition of revenues should have been deferred. The Company's Board of
Directors and management in consultation with its independent auditors are
considering appropriate new procedures and other actions to ensure that the
Company's practices are in full compliance with applicable revenue recognition
requirements.
The information in this release with respect to the estimated amounts
of the restatement and of 1997 revenues constitutes forward looking information
within the meaning of the Private Securities Litigation Reform Act of 1995, and
is subject to the safe harbor created by
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that Act. The actual amounts of restated revenues and of total 1997 revenues
are subject to the completion of the restated financial statements and the 1997
audit.
Norland Medical Systems, Inc. develops, manufactures, sells, and
services a wide range of bone densitometers used to assess bone mineral content
and density, one of several factors used by physicians in the diagnosis and
monitoring of bone disorders, particularly osteoporosis, a disease that affects
more than 2.5 million Americans, 80% of whom are women. Driven by the
availability of new treatments for bone-related disorders, Norland is focusing
on bringing affordable, state-of-the-art diagnostic technology directly into the
physician's office in order to address a number of women's healthcare problems.
The Company also has rights to distribute medical diagnostic products developed
by Stratec Medizintechnik GmbH, Schick Technologies, Inc. and IMRO, Inc.
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"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM
ACT OF 1995: THE STATEMENTS WHICH ARE NOT HISTORICAL FACTS CONTAINED IN THIS
RELEASE ARE FORWARD LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES,
INCLUDING, BUT NOT LIMITED TO, THE RESULTS OF RESEARCH AND DEVELOPMENT EFFORTS,
THE DEVELOPMENT, APPROVAL AND ACCEPTANCE OF NEW THERAPIES FOR OSTEOPOROSIS AND
OTHER BONE DISORDERS, CHANGES IN GOVERNMENT AND THIRD PARTY REIMBURSEMENT
PROGRAMS, THE EFFECT OF REGULATION BY THE UNITED STATES FOOD AND DRUG
ADMINISTRATION (FDA) AND OTHER AGENCIES, THE IMPACT OF COMPETITIVE PRODUCTS,
PRODUCT DEVELOPMENT, COMMERCIALIZATION AND TECHNOLOGICAL CHANGES AND
DIFFICULTIES, THE RESULTS OF FINANCING EFFORTS, THE EFFECT OF THE COMPANY'S
ACCOUNTING POLICIES, AND OTHER RISKS DETAILED IN THE COMPANY'S SECURITIES AND
EXCHANGE COMMISSION FILINGS.
