NOVITRON INTERNATIONAL INC
10-Q, 1998-02-05
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 December 31, 1997

                                     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
December 31, 1997                                            0-12716


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


Delaware                                               04-2573920
(State incorporation)                       (IRS Employer Identification No.)


One Gateway Center, Suite 411,  Newton, MA.                         02158
(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 February 4, 1998 is
1,322,005.
                                      

<PAGE>

                Novitron International, Inc. AND SUBSIDIARIES
                                      
                                  FORM 10-Q

                                    Index


                                                                      Page
Part I: FINANCIAL INFORMATION

        Item 1: Consolidated Financial Statements

           Unaudited consolidated balance sheets at
           December 31, 1997 and March 31, 1997                        3
               
           Unaudited consolidated statements of operations for the
           three and nine months ended December 31, 1997 and 1996      5
           
           Unaudited consolidated statements of stockholders'
           investment for the years ended March 31, 1996 and 1997
           and the nine months ended December 31, 1997                 6
           
           Unaudited consolidated statements of cash flows for
           the nine months ended December 31, 1997 and 1996            7
           
           Notes to unaudited consolidated financial statements        8

        Item 2: Management's Discussion and Analysis of Financial
                Condition and Results of Operations                   13


Part II: OTHER INFORMATION                                            14


SIGNATURE                                                             15


<PAGE>
<TABLE>
               Novitron International, Inc.   AND SUBSIDIARIES
                                      
                    UNAUDITED CONSOLIDATED BALANCE SHEETS
                                      
                                   ASSETS
                                      
<CAPTION>                                                                 
                                          December 31, 1997    March 31, 1997
<S>                                       <C>                <C>       
CURRENT ASSETS:                                           
  Cash and cash equivalents               $   2,097,879      $  1,634,270
  Marketable securities                          -                 99,472
  Accounts receivable, less reserves                      
   Of $73,000 at December 31, 1997                        
   $102,000 at March 31, 1997,                            
   Respectively                               2,385,369         2,546,221
  Inventories                                 3,242,559         2,526,389
  Prepaid expenses                              356,296           280,915
  Other current assets                           29,540            83,257
          Total current assets                8,111,643         7,170,524
                                                          
EQUIPMENT, at cost:                                       
  Manufacturing and computer equipment        2,052,882         1,896,432
  Furniture and fixtures                        379,541           403,882
  Leasehold improvements                        216,247           232,237
  Vehicles                                       65,052           101,818
                                              2,713,722         2,634,369
  Less - Accumulated depreciation                         
    and amortization                          2,125,286         2,053,107
                                                588,436           581,262
OTHER ASSETS, net                               877,822           816,047
                                          $   9,577,901      $  8,567,833
                                      
                                      
<FN>                                                               
                                      
      The accompanying notes are an integral part of these consolidated
                            financial statements

</FN>
</TABLE>

<PAGE>
<TABLE>
   
             Novitron International, Inc. AND SUBSIDIARIES
                                      
                    UNAUDITED CONSOLIDATED BALANCE SHEETS
                                      
                  LIABILITIES AND STOCKHOLDERS' INVESTMENT

<CAPTION>                                      
                                        December 31, 1997    March 31, 1997
<S>                                      <C>                  <C> 
CURRENT LIABILITIES:                                     
  Short-term notes payable and                           
 Current portion of long-term debt       $    191,064         $     54,375
  Accounts payable                          2,613,092            1,464,128
  Accrued expenses                          1,635,817            1,219,551
  Customer advances                            52,200              193,572
  Accrued income taxes                        162,721               33,287
        Total current liabilities           4,654,894            2,964,913
LONG-TERM DEBT, net of current                           
portion                                        30,755               41,029
DEFERRED TAXES                                 78,112              347,993
MINORITY INTEREST                                -                 240,830
                                                         
COMMITMENTS AND CONTINGENCIES                            
  (Note 4)                                               
                                                         
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-1,322,005 shares at                           
     December  31, and  March  31,             13,220               13,220
     1997
  Capital in excess of par value            4,882,390            4,882,390
       Cumulative      translation           (158,530)             148,696
adjustment
  Retained earnings                            77,060              (71,238)
   Total stockholders' investment           4,814,140            4,973,068
                                         $  9,577,901         $  8,567,833


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

<PAGE>
<TABLE>

               Novitron International, Inc.   AND SUBSIDIARIES
                                      
               UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
                                      
<CAPTION>                         For Three Months        For the Nine Months
                                  Ended December 31,       Ended December 31,
                                 1997         1996          1997        1996
<S>                           <C>          <C>          <C>         <C> 
REVENUES                      $3,519,515   $3,211,250   $8,999,519  $10,602,204

COST OF REVENUES               2,614,735    2,456,635    6,660,004    7,943,684
      Gross profit               904,780      754,615    2,339,515    2,658,520
OPERATING EXPENSES:                                           
 Sales & marketing                77,704      275,129      508,225      853,973
 Research and development        330,793     (122,759)     923,962      644,716
 General and                                                   
   administrative                495,981      588,838    1,353,315    1,605,303
                                 904,478      741,208    2,785,502    3,103,992
Income (loss) from                                             
operations                           302       13,407     (445,987)    (445,472)
Interest Expense                 (16,429)      (2,165)     (55,602)     (29,252)
Interest Income                   25,186        9,285       56,394       33,457
Other Income (Expense)(NOTE4)    609,814      (13,747)     642,107     (106,979)
                                 618,873        6,780      196,912     (548,246)
Provision for (Benefit                                         
  From) Income Taxes             136,353       52,572       48,614      (12,331)
                                 482,520      (45,792)     148,298     (535,915)
Minority Interest                                              
 (Note 3)                         (9,037)      (5,200)        -           5,227
Net income (loss)              $ 473,483   $  (50,992)  $  148,298  $  (530,688)
                                                               
Net Income per Share           $    0.36   $    (0.04)  $     0.11  $     (0.40)
Weighted Average Common                                        
 Shares Outstanding            1,322,005    1,322,005    1,322,005    1,322,005
                                                               
                                                               
                                      
<FN>
 The accompanying notes are an integral part of these consolidated financial
                                 statements
</FN>
</TABLE>

<PAGE>
<TABLE>
                  Novitron International, Inc. AND SUBSIDIARIES
                                        
               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' INVESTMENT
                   FOR THE YEARS ENDED MARCH 31, 1997 AND 1996
             AND THE NINE MONTHS ENDED DECEMBER 31, 1997 (unaudited)
                                        
<CAPTION>                                        
                               Common Stock         Capital         Cumulative             
                       Number                       In Excess of    Translation    Retained
                       Of Shares       Par Value    Par Value       Adjustment     Earnings
<S>                    <C>          <C>             <C>            <C>           <C>                          
BALANCE at March 31,   1,322,005    $ 13,220        $4,882,390     $1,068,490    $ 2,016,945
1995
                                                                                 
  Translation             -            -               -             (283,267)           -
  adjustment
                                                                                 
  Net loss                -            -               -                 -        (1,505,633)
BALANCE at March 31,   1,322,005      13,220         4,822,390        785,223        511,312
1996
                                                                                 
  Translation             -            -               -              (636,527)          -
   adjustment
                                                                                 
  Net loss                -            -               -                 -          (582,550)
BALANCE at March 31,   1,322,005      13,220         4,822,390         148,696       (71,238)
1997
                                                                                 
  Translation             -            -               -              (307,226)          -
   adjustment
                                                                                 
  Net Income              -            -               -                 -           148,298
BALANCE at December                                                              
31, 1997               1,322,005    $ 13,220        $4,822,390      $ (158,530)   $   77,060


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

<PAGE>
<TABLE>
              Novitron International, Inc.   AND SUBSIDIARIES
                                     
               UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE NINE MONTHS ENDED DECEMBER 31,
                                      
<CAPTION>                                      
                                           1997                1996
<S>                                       <C>                 <C>
CASH FLOWS FROM                                                
 OPERATING ACTIVITIES:
   Net income (loss)                      $  148,298          $ (530,688)
   Adjustments to reconcile                                    
     Net income (loss) to net cash                             
     Provided by (used in)                                     
      Operating activities -                                   
      Depreciation and amortization          235,857             304,444
      Minority interest                     (245,065)             (5,227)
      Accounts receivable                     (3,796)          1,921,802
      Inventories                           (896,251)          1,374,568
      Prepaid expenses                       (95,032)           (149,875)
      Other current assets                    49,258              11,736
      Accounts payable                     1,267,251            (990,215)
      Accrued expenses                       499,045            (284,405)
      Customer advances                     (131,319)                602
      Accrued income taxes                   138,172            (127,347)
      Deferred income taxes                 (252,109)            344,807
      Net cash provided by                                     
       operating activities                  714,309           1,870,202
CASH FLOWS FROM                                                
 INVESTING ACTIVITIES:                                         
   Marketable securities                     99,472              174,755
   Other assets                            (227,038)            (750,893)
   Purchase of equipment                   (289,378)            (180,768)
   Sales of equipment                        26,657               24,694
   Other, including foreign exchange                           
     Effects on cash                          4,474             (118,087)
   Net cash used in                                            
    Investing activities                   (385,813)            (850,299)
CASH FLOWS FROM                                                
 FINANCING ACTIVITIES:
   Proceeds from short-term debt          $  142,880          $  138,611
   Proceeds from long-term debt               (7,767)             10,030
   Net cash provided by                                        
     Financing activities                    135,113             148,641
                                                               
NET INCREASE (DECREASE) IN                                     
 CASH AND CASH EQUIVALENTS                   463,609           1,168,544
                                                               
CASH AND CASH EQUIVALENTS                                      
  AT BEGINNING OF YEAR                     1,634,270           1,018,501
CASH AND CASH EQUIVALENTS                                      
  AT December 31, 1997 and 1996           $2,097,879          $2,187,045
                                                               

<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
                              December 31, 1997
                                      
Basis of Presentation

Novitron  International,  Inc.  ("the  Company")  prepared  the  consolidated
financial statements included herein 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 December 31, 1997 and
December 31, 1996. 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, 1997.

(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. Cash and cash equivalents consist of the following  at
December 31, and March 31, 1997.

<TABLE>
<CAPTION>
                          December 31, 1997     March 31, 1997
<S>                          <C>                 <C>
Cash and money market                                
instruments                  $ 2,094,855         $ 1,630,638
Time deposits                      3,024               3,632
                             $ 2,097,879         $ 1,634,270

</TABLE>
     
    (c) Marketable Securities

The  Company accounts for marketable securities under Statement of  Financial
Accounting Standards No. 115, "Accounting for Certain Investments in Debt and
Equity   Securities"  ("SFAS  No.  115").  Under  SFAS  No.  115,  marketable
securities which the Company has the ability and positive intent to  hold  to
maturity  are recorded at amortized cost and classified as "held to maturity"
securities.  For  the  period  ended March 31,  1997,  marketable  securities
consisted of United States Treasury securities and were stated at cost, which
approximated market value.

<PAGE>
                Novitron International, Inc. AND SUBSIDIARIES
            NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                              December 31, 1997
                                      
                                 (Continued)
                                      
    (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 December 31, and March 31, 1997:
 
<TABLE>
<CAPTION>
                              December 31, 1997       March 31, 1997
          <C>                   <S>                  <S>  
          Raw materials         $    905,887         $    496,248
          Work-in-process          1,678,544            1,252,249
          Finished goods             658,128              777,892
                                $  3,242,559         $  2,526,389
</TABLE>

    (e) Revenue Recognition

The  Company recognizes revenue from the sale of products and supplies at the
time of shipment.

    (f) Net Income (Loss) per Share

Net  income  or  (loss) per share for the three and nine month periods  ended
December 31, 1997 and 1996 is based on the weighted average number of  common
shares  outstanding  during the respective fiscal  period.  The  Company  has
adopted  Statement of Financial Accounting Standards No. 128,  "Earnings  per
Share,"  ("SFAS No. 128") effective December 31, 1997. SFAS No. 128  has  new
guidelines  about  the  calculation of earnings per share  and  requires  the
restatement  of  previously  stated  earnings  per  share  for  comparability
purposes. There are no diluted earnings per share as there are no potentially
dilutive shares available for issuance during the periods presented in  these
financial statements.

    (g) Financial Instruments

The  estimated  fair  value  of  the Company's financial  instruments,  which
include cash equivalents, marketable securities, accounts receivable and long-
term debt, approximates their carrying value.


<PAGE>
                                      
               Novitron International, Inc.   AND SUBSIDIARIES
                                      
            NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                      
                              December 31, 1997
                                      
                                 (Continued)
                                      
    (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. During fiscal 1997,  the  functional
currency  of  Clinical  Data  Australia  became  the  Australian  dollar   in
recognition of the shift of its operations to a more domestic focus. Also  in
fiscal 1997, NovaChem BV changed its functional currency to the United States
dollar  because the majority of its operations are now based  in  the  United
States.  Gains and losses from translating asset and liability accounts  that
are  denominated in currencies other than the respective functional  currency
and  foreign  currency  transaction gains and losses are  included  in  other
expense   in  the  consolidated  statements  of  operation.  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 a separate  component  of
stockholders' investment in the accompanying consolidated balance sheets.

    (i) Depreciation and Amortization of Equipment and Intangibles

Statement  of  Financial Accounting Standards No. 121,  "Accounting  for  the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of,"
("SFAS No. 121"), requires the Company to continually evaluate whether events
and  circumstances  have occurred that 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 those 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 of  the
asset.  At December 31, and March 31, 1997, the Company's remaining  goodwill
relates to its investment in Vital Scientific NV.

    (j) Concentration of Credit Risk

Statement   of  Financial  Accounting  Standards  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
financial institutions.

    (k) Postretirement Benefits

The Company has no obligations for post retirement benefits.
      
<PAGE>

         Novitron International, Inc.   AND SUBSIDIARIES
                                      
            NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                      
                              December 31, 1997
                                      
                                 (Continued)
                                      

    (l) 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.

    (m) Warranty Policy

The  Company provides for a warranty reserve on its manufactured products for
one year, which covers parts and materials.

    (n) Software Development Costs

In  connection  with the development of software included  as  a  significant
component  of a new analysis product, the Company has applied the  provisions
of  Statement of Financial Accounting Standards No. 86, "Accounting  for  the
Costs  of Computer Software to be Sold, Leased or Otherwise Marketed"  ("SFAS
No. 86"). 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.

During the nine-month period ended December 31, 1997 and the year ended March
31,  1997, the Company capitalized $217,619 and $502,331, respectively, under
SFAS  No.  86,  included as a component of other assets in  the  accompanying
consolidated  balance sheets. The Company has not recorded  any  amortization
for  the year then ended, as the capitalized costs pertain to a product  that
is not yet available for general release.
                                      
    (o) Reclassifications

Certain reclassifications have been made to the prior year's presentation  in
order to conform to that of the current year.
                                      
<PAGE>
 
               Novitron International, Inc. AND SUBSIDIARIES
                                      
            NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                      
                              December 31, 1997
                                      
                                 (Continued)
                                      
(2) Reverse Stock Split
On  November 12, 1996, the Company declared a 1 for 3 reverse stock split  of
the  Common  Stock payable on December 4, 1996 to stockholders of  record  on
November 25, 1996. No fractional shares were distributed and the Common Stock
issued  to  each  stockholder was rounded up to the nearest whole  number  of
shares.  The financial statements for the periods presented were restated  to
reflect an estimated number of shares outstanding. As of September 30,  1997,
the actual number of shares outstanding was verified; all share and per share
amounts  for  all periods presented have been restated to reflect  the  final
number of shares outstanding after the reverse stock split.
                                      
(3) Vital Scientific NV
On  October 21, 1997, the Company purchased the remaining six (6%) percent of
Vital  Scientific  NV  from  the  minority shareholder  for  NLG400,000.  The
transaction  has been recorded as a purchase and the resultant  NLG73,000  of
gain  on  the  purchase  of the minority interest has  been  reflected  as  a
reduction  of the goodwill on the books relating to past purchases  of  Vital
Scientific shares. The remaining goodwill is being amortized over 15 years on
a straight-line basis. The minority interest shown on the financial statements
for  the  quarter  ended  December 31, 1997 reflects  the  recording  of  the
purchase transaction.

(4) Settlement of a Dispute
In December 1997, the Company amicably settled all outstanding issues with E.
Merck related to the performance of each party under a series of distribution
agreements. The settlement, net of legal expenses, included a cash payment to
the Company and the release of certain indebtedness owed by the Company in the
aggregate amount of $623,223 which is reflected in Other Income.



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

Results of Operations Third Quarter ended December 31, 1997 compared to the
Third Quarter ended December 31, 1996

     Revenues  for  the three-month period ended December 31, 1997  increased
9.6%  as  compared to the same period last year.  For the quarterly reporting
period when expressed in Dutch Guilders, there was a 23.8% increase in sales.
When  translated, however, into U.S. dollars, the increase was  offset  by  a
14.2%  decline in the value of the Dutch Guilder.  The year-to-date  revenues
declined  15.1%  from  the  same period last  year.   Sales  were  flat  when
expressed  in  Dutch  Guilders;  the decline is  due  to  the  aforementioned
strengthening  of  the U.S. dollar against the Company's  primary  functional
currency, the Dutch Guilder.

     The gross profit margin improved from 23.5% to 25.7% for the three-month
periods  ending December 31, 1996 and 1997, respectively and  from  25.1%  to
26.0%  for  the  nine-month  reporting periods ended  on  the  aforementioned
respective dates.  The increase in gross profit is attributable to  improving
margins from the sales of instruments and spare parts at Vital Scientific and
diagnostic assays at Clinical Data (Australia).

     When  analyzing  the comparative figures for the three  and  nine  month
reporting periods, the aforementioned 14.2% decline in the value of the Dutch
Guilder against the U.S. dollar effected each of the expense categories noted
below.

     Sales and marketing expenses decreased 71.8% and 40.5% for the three and
nine month periods, respectively.  The decline is attributable to a reduction
in  the  sales expenses at NovaChem BV and Clinical Data (Australia)  coupled
with  a  release  of certain reserves no longer deemed necessary.

     Research  and  development expenses, as shown on  the  income  statement
increased $454,000 for the three-month comparison and $279,000  for  the  year
to  date.   For the nine months ended December 31, 1997,  the  Company  spent
an additional  $735,000  which  was capitalized in the third quarter of fiscal
1997, pursuant to Statement of Financial Standards No. 86  (see Note 1(n) in 
the  Notes  to the Consolidated Financial Statements). For  the three and nine
month periods ended December  31, 1997, the Company  expended and capitalized
$99,000 and $255,000, respectively, under the same Financial Standard.

     General  and administrative expenses decreased 15.8% for the three-month
and  15.7% for the year-to-date periods ended December 31, 1997 when compared
to the same periods ended December 31, 1996.

    Interest income increased from additional funds available for investment.
Interest  expense increased at Vital Scientific from interest paid  on  loans
provided by a special program for research and development.  Other income and
expense  included  the  effect of  foreign  currency   transaction gains and
losses, and as described in Note 4 in the Notes to the Consolidated Financial
Statements, the results of a settlement of a dispute with a major customer.

     For  the  quarter  ended  December 31, 1996, the  minority  interest of
$5,200 is  attributable  to the 6% of  Vital  Scientific NV not held by the 
Company.   On  October  21, 1997, Vital  Scientific  became  a  wholly owned
subsidiary  of  the Company.  The minority interest of $9,037 reported for
the quarter ended December 31, 1997, represents the amount attributable to 
minority interest up until October 21, 1997.

<PAGE>
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
functional  currency,  the Dutch guilder, is translated  into  U.S.  Dollars.
Approximately $107,000 of the December 31, 1997 balance of $2,098,000 in cash
and  cash  equivalents  is  denominated  in  U.S.  dollars.  The  effect   of
translation  into  U.S.  dollars is reflected  as  a  separate  component  of
stockholders'  investment  in  the balance sheet.  The  effects  of  currency
exchange  rates  on  future quarterly or fiscal periods  on  the  results  of
operations are difficult to estimate.

There  are no formal hedging procedures employed by the Company. The  primary
risk  is  to monetary assets and liabilities denominated in currencies  other
than  the  U.S.  dollar. Approximately $8.0 million of the  $8.1  million  of
current assets reside in the Company's foreign subsidiaries.

The  Company generated approximately $714,000 of cash from operations  during
the nine months ended December 31, 1997. The increase in funds comes from the
increase  in  accounts payable and accrued expenses offset by an increase  in
the  level of inventory and a decrease in deferred income taxes. The  Company
used  approximately $386,000 during the nine months for investing activities.
These  included  the  capitalization of software development  costs  and  the
purchase  of equipment coupled with the effect of foreign currency  exchange.
Financing  activities  provided $135,000 for the year thus  far,  principally
from  the  use of short-term lines of credit. The Company's sources  of  cash
include  cash balances and a 2,000,000 Dutch guilder standby line  of  credit
from a Dutch bank. The Company believes that available funds will provide  it
with sufficient working capital during the remainder of fiscal year 1998.

Part II.  OTHER INFORMATION

Items 1-6:

         None

<PAGE>
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: February 5, 1998                  Israel M. Stein, MD
                                        President





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<ARTICLE> 5
<MULTIPLIER>1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                        MAR-31-1998
<PERIOD-START>                           APR-01-1997 
<PERIOD-END>                              DEC-31-1997
<CASH>                                            2098
<SECURITIES>                                         0
<RECEIVABLES>                                     2458
<ALLOWANCES>                                        73
<INVENTORY>                                       3243
<CURRENT-ASSETS>                                  8112
<PP&E>                                            2714
<DEPRECIATION>                                    2125
<TOTAL-ASSETS>                                    9578
<CURRENT-LIABILITIES>                             4655
<BONDS>                                             31
                                0
                                          0
<COMMON>                                            31
<OTHER-SE>                                        4801
<TOTAL-LIABILITY-AND-EQUITY>                      9578
<SALES>                                           9000
<TOTAL-REVENUES>                                  9000
<CGS>                                             6660
<TOTAL-COSTS>                                     6660
<OTHER-EXPENSES>                                  2786
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                  56
<INCOME-PRETAX>                                    197
<INCOME-TAX>                                        49
<INCOME-CONTINUING>                                148
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       148
<EPS-PRIMARY>                                      .11
<EPS-DILUTED>                                      .11
        

</TABLE>


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