NOVITRON INTERNATIONAL INC
10-Q, 1998-08-03
LABORATORY ANALYTICAL INSTRUMENTS
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                            FORM 10-Q

               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D. C.  20549


(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
          For the Quarterly Period Ended June 30, 1998
                                
                               or

(  ) TRANSITION REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
            For the transition period from        to


For Quarter Ended                           Commission File Number
June 30, 1998                                        0-12716


                  Novitron International, Inc.
     (Exact Name of Registrant as Specified in its Charter)

Delaware                                              04-2573920
(State or other jurisdiction                         (IRS Employee
of incorporation or organization)                   Identification No.)


One Gateway Center, Suite 411, Newton, MA.                    02458
(Address of principal executive offices)                    (Zip Code)


Registrant's Telephone number, including area code:  (617) 527-9933


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  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 ___

                                
The number of shares of common stock outstanding as of July 24,1998
is 1,454,420.
                                
                                
                                
<PAGE>


             Novitron International, Inc.  AND SUBSIDIARIES

                                  FORM 10-Q

                                    Index





                                                                      Page
Part I:  FINANCIAL INFORMATION

              Item 1: Consolidated Financial Statements
               
               Consolidated balance sheets at June 30, 1998 and
               March 31, 1998                                            1
               
               Unaudited consolidated statements of operations
               for the three months ended June 30, 1998 and 1997         3
               
               Consolidated statements of stockholders'
               investment for the years ended March 31, 1997,
               and 1998 and the three months ended June 30,
               1997 (unaudited)                                          3
               
               Unaudited consolidated statements of cash flows
               for the three months ended June 30, 1998 and 1997         4
               
               Notes to unaudited consolidated financial statements      5
          

     Item 2:   Management's Discussion and Analysis of Financial
               Condition and Results of Operations                       8



Part II:  OTHER INFORMATION                                             10


SIGNATURE                                                               10


<PAGE>

<TABLE>
<CAPTION>

              Novitron International, Inc.   AND SUBSIDIARIES

                   UNAUDITED CONSOLIDATED BALANCE SHEETS

                                  ASSETS



                                                                           
                                            June 30, 1998    March 31, 1998
<S>                                          <C>                <C> 
   CURRENT ASSETS:                                                         
     Cash and cash equivalents               $    860,371       $ 1,229,918
     Accounts receivable, less                                             
      reserves  of  $59,000   and                                       
      $49,000 at June 30 and March 31,            
      1998, respectively                        2,546,010         2,412,725
     Inventories                                3,704,126         3,719,698
     Prepaid expenses                             293,454           347,118
     Other current assets                          32,224            28,971
          Total current assets                  7,346,185         7,738,430
                                                                           
   EQUIPMENT, at cost:                                                     
     Manufacturing and computer equipment       2,138,525         2,010,683
     Furniture and fixtures                       392,871           386,090
     Leasehold improvements                       268,904           247,868
     Vehicles                                      62,572            65,787
                                                2,862,872         2,710,428
     Less: Accumulated depreciation                                        
       and amortization                         2,049,616         1,944,063
                                                  813,256           766,365
   OTHER ASSETS, net                            1,010,344           899,929
                                              $ 9,169,785       $ 9,404,724


<FN>
                                     
The accompanying notes are an integral part of these consolidated financial
                                statements.
</FN>                                     
</TABLE>
                                     
                                     
<PAGE>
<TABLE>
<CAPTION>

              Novitron International, Inc.   AND SUBSIDIARIES

                   UNAUDITED CONSOLIDATED BALANCE SHEETS
  
  
                 LIABILITIES AND STOCKHOLDERS' INVESTMENT
                                     
                                     
                                     
                                                                      
                                         June 30, 1998    March 31, 1998
<S>                                   
     CURRENT LIABILITIES:                <C>               <C>                              
       Short-term notes payable and                                    
       current portion of long-term debt $     71,492      $     52,113
       Accounts payable                     2,472,884         2,598,755
       Accrued expenses                     1,775,699         1,884,036
       Accrued income taxes                    89,867           105,010
           Total current liabilities        4,409,942         4,639,914

     LONG - TERM DEBT, net of                 
     current portion                           26,557            30,028 
     DEFERRED TAXES                           132,310            93,844
                                                                       
     COMMITMENTS AND CONTINGENCIES:                                    
       (Note 6)                                                        
                                                                       
     STOCKHOLDERS' INVESTMENT:                                         
       Preferred stock, $.01 par                                       
       value,
        Authorized: 1,000,000 shares                                   
        Issued and outstanding: none                -                 -
       Common stock, $.01 par value,                                   
        Authorized: 6,000,000 shares                                   
        Issued and outstanding:                                        
         1,454,420 and 1,454,211 at
         June 30, and March 31, 1998,
         respectively (Note 2)                  14,544            14,542
       Capital in excess of par value        4,881,066         4,881,068
       Retained earnings (deficit)            (139,207)           32,712
       Cumulative translation adjustment      (155,427)         (287,384)
          Total stockholders' investment     4,600,976         4,640,938
                                                               
                                           $ 9,169,785       $ 9,404,724
                                                                                                        
<FN>


The accompanying notes are an integral part of these consolidated financial
                                statements.

</FN>
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
              Novitron International, Inc.  AND SUBSIDIARIES
                                     
              UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
                    FOR THE THREE MONTHS ENDED JUNE 30,

                                         1998            1997
       
<S>                                <C>              <C>  
      REVENUES                     $   3,488,417    $  2,871,308
      COST OF REVENUES                 2,581,983       2,164,589
           Gross profit                  906,434         706,719
      OPERATING EXPENSES:                                       
        Sales and marketing              235,374         239,468
        Research and development         456,856         298,323
        General and administrative       431,048         415,288
                                       1,123,278         953,079
      Loss from operations              (216,844)       (246,360)
      Interest expense                   (14,825)        (14,059)
      Interest income                      2,626          14,312
      Other income                         9,261           8,369
                                        (219,782)       (237,738)
      Benefit from income taxes          (47,863)        (53,821)
                                        (171,919)       (183,917)
      Minority interest                        -           5,335
      Net loss                        $ (171,919)     $ (178,582)
      Basic and Diluted                                         
      Net loss per share              $    (0.12)     $    (0.14) 
      Weighted average common                                   
        shares outstanding             1,454,420       1,322,005



<FN>
The accompanying notes are an integral part of these consolidated financial
                                  statements
</FN>
</TABLE>
 

<PAGE>

<TABLE>
<CAPTION>


                   CONSOLIDATED STATEMENTS OF STOCKHOLDERS' INVESTMENT FOR THE YEARS
            ENDED MARCH 31, 1997, AND 1998 AND FOR THE THREE MONTHS ENDED JUNE 30, 1998


                                  Common Stock         Capital in                Cumulative
                               Number of      Par      Excess of      Retained   Translation
                                Shares       Value     Par Value      Earnings   Adjustment
<S>                           <C>           <C>        <C>           <C>         <C>                         
  BALANCE at March 31, 1998   $ 1,322,005   $ 13,220   $ 4,882,390   $ 511,312   $ 785,223     

    Net loss                                                          (582,550)           

    Translation adjustment                                                        (636,527)
     
  BALANCE at March 31, 1997     1,322,005     13,220     4,882,390     (71,238)    148,696

    Net income                                                         103,950           

    Translation adjustment                                                        (436,080)

    Issuance of                                                                        
     common stock in     
     connection with a                                                                  
     10% stock dividend           132,206      1,322        (1,322) 

  BALANCE at March 31, 1998     1,454,211   $ 14,542   $ 4,881,068    $ 32,712    (287,384)

    Net loss                                                          (171,919)           

    Translation adjustment                                                         131,957

    Issuance of                                                                        
     common stock in     
     connection with a                                                                  
     10% stock dividend    
     of March 27, 1998                209           2           (2)             
                                            
  BALANCE at June 30, 1998      1,454,420   $  14,544  $ 4,881,066   $(139,207)  $(155,427)


<FN>
                                        
   The accompanying notes are an integral part of these consolidated financial
</FN>                                   statements
</TABLE>
                                        
<PAGE>
      

<TABLE>
<CAPTION>

                   Novitron International, Inc.  AND SUBSIDIARIES
                                
                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                       FOR THE THREE MONTHS ENDED JUNE 30,
                                
                                                1998               1997
  
<S>                                       <C>                <C> 
  CASH FLOWS FROM                                                  
   OPERATING ACTIVITIES:                                           
    Net loss                              $   (171,919)      $   (178,582)
     Adjustments to reconcile                                      
      net loss to net cash
      provided by (used in)
      operating activities -                                       
       Depreciation and amortization            91,756            104,780
       Minority interest                          -                (5,335)
       Capitalization of research costs        (32,135)           (85,659)
       Deferred income taxes                    36,580            (84,573)
    Changes in Current Assets                                      
     and Liabilities-
       Accounts receivable                      11,875             (3,286)
       Inventories                             101,194            (15,688)
       Prepaid expenses                         61,929            (16,095)
        Other current assets                    (2,624)            45,413
        Accounts payable                      (185,931)           480,337
        Accrued expenses                      (151,090)           199,457
        Customer advances                         -                   151
        Accrued income taxes                   (87,508)            (1,600)
   Net  cash  provided by (used in)
    operating activities                      (327,873)           439,320
  CASH FLOWS FROM INVESTING ACTIVITIES:                                           
    Marketable securities                         -                24,930
    Decrease in other assets                       129             27,993
    Purchases of equipment                     (28,522)           (55,800)
    Proceeds  from  sale  of equipment            -                   790
    Other, including foreign                                       
     Exchange  effects  on cash                (27,413)           (77,993)
   Net cash used in                                               
    investing activities                       (55,806)           (80,080)
  CASH FLOWS FROM FINANCING ACTIVITIES:                                           
    Proceeds from short-term notes payable      18,318             33,794
      Payments on long-term debt                (4,186)            (1,607)
   Net  cash  provided  by
    financing activities                        14,132             32,187

  NET INCREASE (DECREASE) IN                                       
   CASH AND CASH EQUIVALENTS                  (369,547)            391,427
                                                                   
  CASH AND CASH EQUIVALENTS,                                       
   BEGINNING OF YEAR                         1,229,918           1,634,270

  CASH AND CASH EQUIVALENTS                                        
   AT June 30, 1998 and 1997               $   860,371         $ 2,025,697


<FN>
The  accompanying notes are an integral part of these consolidated
                   financial statements
</FN>
</TABLE>

<PAGE>



         Novitron International, Inc.  AND SUBSIDIARIES
                                
      NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                
                          June 30, 1998

                                
Basis of Presentation

The  consolidated  financial statements included  herein  were
prepared  by  Novitron  International,  Inc.  ("the  Company")
pursuant  to  the rules and regulations of the Securities  and
Exchange Commission. Certain information normally included  in
footnote  disclosures  in  financial  statements  prepared  in
accordance  with generally accepted accounting principles  was
condensed  or  omitted pursuant to such rules and regulations.
In management's opinion, the consolidated financial statements
and  footnotes reflect all adjustments necessary  to  disclose
adequately the Company's financial position at June  30,  1998
and   June  30,  1997.  Management  suggests  these  condensed
consolidated financial statements be read in conjunction  with
the financial statements and the notes thereto included in the
Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1998.

(1)     Operations and Accounting Policies

     (a) Principles of Consolidation
The consolidated financial statements include the accounts  of
the  Company and its subsidiaries: Clinical Data BV,  Clinical
Data  (Australia),  Pty. Ltd., NovaChem BV, Spectronetics  NV,
and Vital Scientific NV. All significant intercompany accounts
and transactions have been eliminated in consolidation.
     
     (b) Cash and Cash Equivalents
Cash   and  cash  equivalents  are  stated  at  cost,   which
approximates  market,  and consist  of  cash  and  marketable
financial instruments with original maturities of 90 days  or
less.
     
     (c) Marketable Securities
The  Company accounts for marketable securities in  accordance
with Statement of Financial Accounting Standards ("SFAS")  No.
115,  "Accounting for Certain Investments in Debt  and  Equity
Securities."  Under SFAS No. 115, marketable  securities  that
the  Company has the ability and positive intent  to  hold  to
maturity  are  recorded at amortized cost  and  classified  as
"held-to-maturity"  securities.  There  were   no   marketable
securities at June 30, and March 31, 1998.

     (d) Inventories
Inventories  are  stated at the lower of cost (first-in,  first-
out)  or  market,  include  material,  labor  and  manufacturing
overhead, and consist of the following at June 30, and March 31,
1998:

<TABLE>
<CAPTION>
                                       June 30,       March 31,
                                         1998            1998
     <S>                            <C>            <C>  
     Raw materials                  $  1,159,529   $    788,420
     Work-in-process                   1,596,518      1,768,431
     Finished goods                      948,079      1,162,847
                                    $  3,704,126   $  3,719,698
</TABLE>

     (e) Revenue Recognition
The  Company  generally  recognizes revenue  from  the  sale  of
products and supplies at the time of shipment.

<PAGE>

         Novitron International, Inc.  AND SUBSIDIARIES
                                
      NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                
                          June 30, 1998
                                
                           (Continued)
                                
(1) Operations and Accounting Policies (continued)

     (f) Depreciation and Amortization of Equipment and Intangibles
The  Company provides for depreciation and amortization using the
straight-line  method by charges to operations  in  amounts  that
allocate  the  cost  of  equipment  and  intangibles  over  their
estimated  useful lives.  The estimated useful  lives,  by  asset
classification, are as follows:

<TABLE>
<CAPTION>                                           
         
             Asset Classification                      Useful
                                                       Lives
             <S>                                       <C>   
             Manufacturing and computer equipemnt      3-7 years
             Furniture and fixtures                    3-7 years
             Leasehold improvements                    Life of lease
             Vehicles                                  3-5 years
             Goodwill                                  20 years
</TABLE>
                                
SFAS  No.  121,  "Accounting for the  Impairment  of  Long-Lived
Assets  and  for Long-Lived Assets to Be Disposed Of,"  requires
the   Company  to  continually  evaluate  whether   events   and
circumstances  have occurred which indicate that  the  estimated
remaining  useful life of long-lived assets and such intangibles
as  goodwill may warrant revision or that the carrying value  of
these  assets  may be impaired. To compute whether  assets  have
been  impaired, the estimated gross cash flows for the estimated
remaining useful life of the asset are compared to the  carrying
value. To the extent that the gross cash flows are less than the
carrying  value,  the assets are written down to  the  estimated
fair  value  of  the asset. At June 30 and March 31,  1998,  the
Company's remaining goodwill relates to its investment in  Vital
Scientific NV. Based on an analysis of other assets at June  30,
1998, the Company does not believe impairment exists.

     (g) Net Loss Per Share
In  March 1997, the Financial Accounting Standards Board ("FASB")
issued  SFAS  No.  128,  "Earnings  per  Share."  This  statement
establishes  standards for computing and presenting earnings  per
share  and applies to entities with publicly traded common  stock
or potential common stock. Basic net loss per share is determined
by  dividing net income by the weighted average shares of  common
stock  outstanding during the period. Diluted net loss per  share
has been calculated on the same basis as basic earnings per share
because  the  Company's  potentially dilutive  securities,  stock
options, are antidilutive.

There  were 104,818 and 67,122 weighted average common equivalent
shares  not  included  in  the diluted  weighted  average  shares
outstanding at June 30, 1998 and 1997, respectively, because they
were antidilutive.
     
     (h) Foreign Currency Translation
The  Company  accounts  for  foreign  currency  transaction  and
translation  gains and losses in accordance with  SFAS  No.  52,
"Foreign  Currency  Translation."  The  functional  currency  of
Clinical  Data BV, Vital Scientific NV and Spectronetics  NV  is
the  Dutch  Guilder; Clinical Data Australia uses the Australian
dollar  and  NovaChem  BV's functional currency  is  the  United
States  dollar.  Gains  and losses from translating  assets  and
liabilities  that are denominated in currencies other  than  the
respective functional currency are included in other expense  in
the  consolidated  statements  of  operations.  The  translation
adjustment   required   to  report  those   subsidiaries   whose
functional currency is other than the United States dollar  into
U.S.  dollars  is credited or charged to cumulative  translation
adjustment,  included as part of stockholders' investment in the
accompanying consolidated balance sheets.

Foreign  currency transaction gains and losses are  included  in
other income in the consolidated statements of operations.
                                
<PAGE>

         Novitron International, Inc.  AND SUBSIDIARIES
                                
      NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                
                          June 30, 1998
                                
                           (Continued)
                                
(1) Operations and Accounting Policies  (continued)
     
     (i) Post-retirement Benefits
The Company has no obligations for postretirement benefits.
     
     (j) Management's Use of Estimates
The  preparation  of  financial statements  in  conformity  with
generally accepted accounting principles requires management  to
make  estimates and assumptions that affect the reported amounts
of  assets  and liabilities and disclosure of contingent  assets
and  liabilities at the date of the financial statements and the
reported  amounts of revenues and expenses during the  reporting
period. Actual results could differ from those estimates.
     
     (k) Warranty Policy
The  Company  provides a one-year warranty on  its  manufactured
products, which covers parts and materials. The Company reserves
for this warranty at the time of sale.

     (l) Financial Instruments
The estimated fair value of the Company's financial instruments,
which  include  cash equivalents, accounts receivable,  accounts
payable and long-term debt, approximates their carrying value.

     (m) Concentration of Credit Risk
SFAS   No.  105,  "Disclosure  of  Information  about  Financial
Instruments   with   Off-Balance-Sheet   Risk   and    Financial
Instruments  with  Concentrations  of  Credit  Risk,"   requires
disclosure of any significant off-balance-sheet and credit  risk
concentrations. The Company has no significant off-balance-sheet
credit risk such as foreign exchange contracts, option contracts
or other foreign hedging arrangements. The Company maintains the
majority of its cash balances with large financial institutions.

     (n) Software Development Costs
In  connection  with the development of software  included  as  a
significant  component of new analysis products, the Company  has
applied the provisions of SFAS No. 86, "Accounting for the  Costs
of  Computer Software to be Sold, Leased or Otherwise  Marketed."
SFAS  No.  86  requires  the Company to  capitalize  those  costs
incurred  for the development of computer software that  will  be
sold, leased or otherwise marketed once technological feasibility
has  been  established  up to the time at which  the  product  is
available  for sale to the customer. These capitalized costs  are
subject  to an ongoing assessment of the recoverability based  on
anticipated future revenues and changes in hardware and  software
technologies.

Amortization of the capitalized software development costs begins
when  the  product is available for general release. Amortization
is provided on a product-by-product basis on either the straight-
line  method over periods not exceeding five years or  the  sales
ratio  method. Unamortized capitalized software development costs
determined to be in excess of net realizable value of the product
are  expensed  immediately. The Company  began  to  amortize  the
software costs capitalized during fiscal years 1998 and 1997 over
the  sales  ratio  method during the year ended March  31,  1998.
Amortization recorded with respect to this product for the  three
months  ended  June  30, 1998 and during  fiscal  year  1998  was
approximately $18,000 and $11,000, respectively. The Company  has
begun to amortize the software costs capitalized during the three
months  ended June 30, 1998 over three years using the  straight-
line  method. Amortization recorded for the costs associated with
this product approximated $1,000.

<PAGE>

         Novitron International, Inc.  AND SUBSIDIARIES
                                
      NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                
                          June 30, 1998
                                
                           (Continued)
                                
(1) Operations and Accounting Policies  (continued)
     
     (n) Software Development Costs (continued0
During the three months ended June 30, 1998 and during the  year
ended  March  31,  1998  the  Company  capitalized  $32,000  and
$242,000,  respectively,  under SFAS No.  86,  which  have  been
included  as  a  component of other assets in  the  accompanying
consolidated balance sheet.

     (o) New Accounting Standards
In  July 1997, the FASB issued SFAS No. 131, "Disclosures  About
Segments of an Enterprise and Related Information." SFAS No. 131
requires certain financial and supplementary information  to  be
disclosed  on an annual and an interim basis for each reportable
segment  of an enterprise. SFAS No. 131 is effective for  fiscal
years  beginning after December 31, 1997. Unless  impracticable,
companies  would be required to restate prior period information
upon  adoption.  The  Company does not  expect  this  accounting
pronouncement to materially effect its financial statements  and
will  formally adopt the pronouncement with the March  31,  1999
financial statements.

     (p) Line of Credit
In  April  1998, the Company entered a new relationship  with  a
major  Dutch bank, which provides for a 4,000,000 Dutch  Guilder
(approximately  $1,920,000) line of  credit.  Interest  on  this
facility is set at 1.25% above the base rate as reported by  the
Netherlands  Central  Bank  (3.75% at  March  31,  1998).  Trade
receivables  and inventory of Vital Scientific are  provided  as
security  for  this  facility. The line  continues  as  long  as
certain capital covenants are met.

(2) Comprehensive Income
The  Company  adopted  SFAS  No. 130,  "Reporting  Comprehensive
Income,"  effective April 1, 1998. SFAS No.  130  requires  that
items  defined  as other comprehensive income, such  as  foreign
currency  translation adjustments, be separately  classified  in
the  financial  statements.   The  components  of  comprehensive
income for the three-month periods ended June 30, 1998 and  1997
are as follows:

<TABLE>
<CAPTION>

                                         June 30,       June 30,
                                           1998          1997
         <S>                            <C>            <C>
         Net loss                       $(171,919)     $(178,582)
         Foreign currency                 
          translation adjustments         131,957       (178,692)
         Comprehensive loss             $ (39,962)     $(357,274)


</TABLE>


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

Results of Operations

First  Quarter ended June 30, 1998 compared to the First  Quarter
ended June 30, 1997

Consolidated revenues for the first quarter of fiscal  year  1999
increased   21.5%,  as  compared  with  the  prior  year.   Vital
Scientific's  sales increased 25%, primarily as a result  of  the
deliveries  of two new products for allergy testing and  for  the
measurement of drugs-of-Abuse. At Clinical Data Australia,  sales
increased 95% from the prior year reflecting the addition of  new

<PAGE>


products. The increase in turnover, however, was offset by a 4.9%
weakening of the Company's primary functional currency, the Dutch
Guilder, against the U.S. dollar.

The  gross profit increased from 24.6% at June 30, 1997 to  26.0%
at June 30, 1998, primarily as a result of changes in the product
mix and cost containment

Sales  and marketing expenses decreased $4,000 or 1.7%  from  the
same period as last year.

Research  and development charges, as shown on the June 30,  1998
consolidated statement of operations, increased $159,000 or 53.1%
as compared to the three months ended June 30, 1997. In addition,
on  a cash basis, the Company expended $32,000 and $86,000 during
the  first  quarter of fiscal years 1999 and 1998,  respectively.
The  actual  increase in research funds expended is  $105,000  or
27.9%  from the same period in fiscal year 1998. The increase  is
related primarily to new product development activities.

General  and  administrative expenses increased $16,000  or  3.8%
from  the comparative period last year, primarily as a result  of
additional expense for temporary contract labor.

For  the  three  months  ended June 30,  1998,  interest  expense
increased  $800  from the same period last year. Interest  income
decreased because of fewer funds available for investment.  Other
income  and  expense  is  predominantly  the  effect  of  foreign
currency   transaction  gains  and  losses  on  the  results   of
operations.

The  minority interest in fiscal year 1998 is attributable to the
6%  of Vital Scientific not held by the Company. Vital Scientific
became a wholly owned subsidiary on October 21, 1997.

Year 2000

The  Company  is  currently  in the  process  of  evaluating  its
information  technology infrastructure to assess its exposure  to
the  "Year 2000" computer problem. Based upon its work  to  date,
the  Company believes that no critical software systems  will  be
impacted by this situation. Systems currently used by the Company
are  either  already "Year 2000" compliant or are  scheduled  for
replacement  during  fiscal  year  1999.  The  Company  does  not
currently  have information regarding the "Year 2000"  compliance
status  of  its  customers or suppliers,  and  there  can  be  no
assurance that the Company's customers and suppliers will not  be
adversely  affected by the "Year 2000" problem. Nonetheless,  the
Company  believes that the "Year 2000" problem will  not  have  a
material impact on the Company's business operations or financial
condition.

Financial Condition and Liquidity

The effect of foreign currency transaction exchange on the result
of  operations is included in other income and expense and is not
material to the financial statements. Any impact on the Company's
liquidity is largely dependent on the exchange rates in effect at
the  time  the  predominant  foreign functional  currency,  Dutch
Guilders, is translated into U.S. dollars. Approximately $696,000
of  the  June  30,  1998 balance of $860,000  of  cash  and  cash
equivalents is denominated primarily in Dutch Guilders.  in  U.S.
dollars.   The   effect   of  foreign  currency   exchange   rate
fluctuations  upon translation into U.S. dollars is  included  in
cumulative  translation adjustment which is a separate  component
of stockholders' investment in the balance sheet.

There  are no formal hedging procedures employed by the  Company.
The  primary  risk  is  to  the monetary assets  and  liabilities
denominated   in   currencies  other  than   the   U.S.   Dollar.
Approximately  $7.27 million of $7.35 million of  current  assets
reside in the Company's foreign subsidiaries.

The  Company used approximately $328,000 of cash from  operations
during  the  first quarter of fiscal year 1999. The  decrease  in
funds comes from the decrease in accounts payable, accrued income
tax  and  accrued  expenses offset by  the  decrease  in  prepaid
expenses and inventory. During the quarter, approximately $29,000
was   used  to  purchase  equipment.  Financing  activities  were
immaterial.

<PAGE>


In  April  1998,  the Company entered a new relationship  with  a
major  Dutch  bank, which provides for a 4,000,000 Dutch  Guilder
(approximately  $1,964,000)  line of  credit.  Interest  on  this
facility is set at 1.25% above the base rate as reported  by  the
Netherlands Central Bank, presently 3.75%.  Trade receivables and
inventory of Vital Scientific are provided as security  for  this
facility.   The  line  continues  as  long  as  certain   capital
covenants are met.

The  Company's  sources  of cash include cash  balances  and  the
aforementioned  4,000,000 Dutch Guilder line  of  credit  from  a
Dutch  bank.  The  Company  believes that  available  funds  will
provide  it  with sufficient working capital through fiscal  year
1999.



Part II.  OTHER INFORMATION


Item 1.  Legal proceedings:

                None

Items 2 - 6:    None




Signature

Pursuant  to the requirements of the Securities Exchange  Act  of
1934, the registrant has duly caused this report to be signed  in
its behalf by the undersigned thereunto duly authorized.



                                    Novitron International, Inc.
                                                   (Registrant)





                                             Israel M. Stein MD

Date:August 3, 1998                          Israel M. Stein MD
                                             President




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<PERIOD-END>                               JUN-30-1998
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<SECURITIES>                                         0
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                                0
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