Novitron International, Inc.

Index

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Item 1: Consolidated Financial Statements

Consolidated balance sheets at June 30, 1999 and March 31, 1999                                                                                         1

Unaudited consolidated statements of operations for the three months ended June 30, 1999 and 1998                                  3

Consolidated statements of stockholders’ investment for the years ended March 31, 1998, and 1999 and
the three months ended June 30, 1998 (unaudited)                                                                                         4

Unaudited consolidated statements of cash flows for the three months ended June 30, 1999 and 1998                                  5

Notes to unaudited consolidated financial statements                                                                                         6

Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations                                   10

Item 3: Quantitative and Qualitative Disclosure about Market Risk                                                                                         12

 

Part II: OTHER INFORMATION                                                                                          &n 13

SIGNATURE                                                                                          &n 13

(Continued)

June 30, 1999

Novitron International, Inc. ("the Company") is a multinational company which, through its subsidiaries, designs, manufactures and markets instrumentation used in clinical and analytical laboratories and in process monitoring in industry. The Company’s Dutch subsidiary, Vital Scientific NV, designs and manufactures scientific instrumentation, including blood chemistry analyzers. NovaChem BV, another Dutch subsidiary, develops and markets process analyzers used in the production of petrochemicals and pharmaceuticals and in environmental monitoring.

The accompanying consolidated financial statements reflect the application of certain accounting policies described in this and other notes to the consolidated financial statements.

The consolidated financial statements include the accounts of the Company and its subsidiaries: Clinical Data BV, Clinical Data (Australia), Pty. Ltd. (95% owned subsidiary – see Note 3), NovaChem BV, Spectronetics NV, and Vital Scientific NV. All significant intercompany accounts and transactions have been eliminated in consolidation.

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.

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, 1999:

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

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:

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 1999

(Continued)

(1) Operations and Accounting Policies (continued)

Statement of Financial Accounting Standards ("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, 1999 and 1998, the Company’s remaining goodwill relates to its investment in Vital Scientific NV. Based on an analysis of other assets at June 30, 1999, the Company does not believe impairment exists.

The Company applies the provisions of SFAS No. 128, "Earnings per Share," for computing and presenting earnings per share. Basic net (loss) income per share is determined by dividing net (loss) income by the weighted average shares of common stock outstanding during the year. Diluted net (loss) income 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. At June 30, 1999 and 1998, there were 99,834 and 104,818 weighted average common equivalent shares, respectively, which were not included in the diluted weighted average shares outstanding, as they were antidilutive.

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. The functional currency of Clinical Data Australia is the Australian dollar and NovaChem BV uses the United States dollar as its functional currency. Gains and losses from translating assets and liabilities that are denominated in currencies other than the respective functional currency are included in other income 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 a separate component of stockholders’ investment in the accompanying consolidated balance sheets.

Foreign currency transaction gains and losses are included in other expense in the consolidated statements of operations.

The Company has no obligations for postretirement benefits.

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.

                          (j) 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.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 1999

(Continued)

(1) Operations and Accounting Policies (continued)

                            (k) Financial Instruments

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

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. See Note 4 for financial information by segment.

                          (m) 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 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.

During the three months ended June 30, 1998, the Company capitalized approximately $32,000, under SFAS No. 86, which is included as a component of other assets in the accompanying consolidated balance sheet. There were no capitalized software development costs during the first quarter of fiscal year 2000.

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. During fiscal year 1999, the Company began to amortize the software costs capitalized during 1999 over three years using the straight-line method. Total amortization recorded during the three months ended June 30, 1999 and 1998 was approximately $2,600 and $18,900, respectively, which is included in cost of revenues in the accompanying consolidated statements of income.

                            (n) Comprehensive Income

Effective April 1, 1998, the Company adopted SFAS No. 130, "Reporting Comprehensive Income." SFAS No. 130 requires disclosure of all components of comprehensive income on an annual and interim basis. Comprehensive income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources.

                            (o) Segment Information

Effective for the year ended March 31, 1999, the Company adopted SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information." The requirements of this standard are presented in Note 4 of the Notes to Unaudited Consolidated Financial Statements.

June 30, 1999

(Continued)

During the fourth quarter of fiscal 1999, the Company began implementation of a restructuring plan at its Vital Scientific subsidiary. As of June 30, 1999, the Company had notified five (5) employees about termination under the restructuring. Management anticipates the restructuring will be completed in the first half of fiscal year 2000 with an amount of approximately $40,000 to be charged in the three (3) month period ending September 30, 1999. At June 30, 1999, a total of $89,298 has been charged and is comprised entirely of severance related costs.

The Company, as part of an incentive program, entered into a restricted stock purchase agreement whereby a Company officer may purchase up to 7.5% (16,575 shares of common stock) of the Company’s wholly-owned subsidiary, Clinical Data Australia. The sale of such shares is at par value. On May 19, 1999, the officer purchased 7.5% of Clinical Data Australia, of which 5% vested on such date. The minority interest as shown in the financial statements reflects such vested equity.

Effective for the fiscal year ended March 31, 1999, the Company has adopted SFAS No. 131, "Disclosures About Segments of an Enterprise and Related Information." SFAS No. 131 establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information for those segments to be presented in interim financial reports issued to stockholders. SFAS No. 131 also establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision making group, in making decisions how to allocate resources and assess performance. The Company’s chief decision-maker, as defined under SFAS No. 131, is the Chief Executive Officer. To date, the Company has viewed its operations and manages its business as principally three operating segments: the manufacture and sale of scientific instrumentation (Vital Scientific), the design and marketing of process monitoring instrumentation (NovaChem) and the sale of instruments and consumables in Australia (Clinical Data Australia). The Company evaluates the performance of its operating segments based on income before income taxes, accounting changes, and nonrecurring items. Intersegment sales and transfers are not significant. The "All Other" column includes corporate related items, results of insignificant operations and, as it relates to segment profit (loss), income and expense not allocated to reportable segments.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 1999

(Continued)

(4) Segment Data (continued)

The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The Company evaluates performance based on the sales, operating costs, net income and total assets. Revenues are attributed to the subsidiary from which derived. Segment information for the three months ended June 30, 1999 and 1998 is as follows:

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

The Company used approximately $810,000 of cash in operations during the first three months of fiscal year 2000. The decrease in funds comes from the increase in inventory levels and the decrease in accounts payable and accrued expenses offset by a decrease in accounts receivable and prepaid expenses. During the quarter, the Company used $18,000 in investing activities, chiefly for the purchase of equipment. Approximately $75,000 was generated by financing activities which came primarily from an increase in short-term debt.

In April 1999, the Company entered a new relationship with a major Dutch bank, which provides for a 4,000,000 Dutch Guilder (approximately $1,873,000) 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. As of June 30, 1999, the Company is in full compliance with all capital covenants of the credit line and no amounts are outstanding.

In May 1999, Clinical Data Australia entered into an agreement for a 450,000 Australian dollar (approximately $300,000) line of credit with an Australian bank. Interest on this facility is set at prime plus 3%; the prime rate is presently 8.5%. Trade receivables and inventory of Clinical Data Australia are provided as security for this facility; the line also requires the maintenance of certain covenants. As of June 30, 1999, the Company is in full compliance with all capital covenants of the credit line.

The Company’s sources of cash include cash balances and the aforementioned lines of credit from Dutch and Australian banks. The Company believes that available funds will provide it with sufficient working capital through fiscal year 2000.

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 $182,000 of the June 30, 1999 balance of $534,000 of cash and cash equivalents is denominated 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. 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 the monetary assets and liabilities denominated in currencies other than the U.S. Dollar. Approximately $6.36 million of $6.40 million of current assets reside in the Company’s foreign subsidiaries.

Consolidated revenues decreased 12.4% as compared to the prior year which resulted primarily from lower than expected unit sales of the HYTEC 288 and of the Selectra by Vital Scientific, but offset by an increase in sales at NovaChem and Clinical Data Australia. Of the 12.4% reduction, 3.1% may be accounted for by the weakening of the Company’s primary functional currency, the Dutch Guilder against the U.S. dollar.

The gross profit margin increased from 26.0% at June 30, 1998 to 31.9% at June 30, 1999 reflecting better margins at all three operating subsidiaries. The increase is primarily due to a change in the product mix.

Sales and marketing expenses decreased $61,600 or 26.2% from the same period last year. The decrease is primarily the result of a program of cost containment and expense reduction.

Research and development expenses as shown on the June 30, 1999 consolidated statement of operations increased $59,700 or 13.1% from the same quarter last year. The Company expended an additional $31,900 during the three months ended June 30, 1998 which was capitalized onto the consolidated balance sheet. The actual increase in research and development expenses was $27,800 or 5.7% as compared to the same period in fiscal year 1999. The increase results from a project compensated by a third party.

General and administrative expenses decreased $46,000 or 10.7% from the same period last year. The decrease is due to expense reduction and cost containment programs.

During the fourth quarter of fiscal 1999, the Company began implementation of a restructuring plan at its Vital Scientific subsidiary. As of June 30, 1999, the Company had notified an aggregate of five (5) employees about termination under the restructuring. Management anticipates the restructuring will be completed in the first half of fiscal year 2000 with the future amount of the restructuring charge to be approximately $40,000. At June 30, 1999, the accrual was $168,000 and is comprised entirely of severance related costs.

For the first three months of fiscal 2000, interest expense decreased $13,500 reflecting the decreased reliance on borrowed funds. Interest income also decreased due to fewer funds for investment. Other income and expense is predominantly composed of foreign currency transaction gains and losses on the results of operations.

The minority interest on the June 30, 1999 financial statements represents five percent (5%) of Clinical Data Australia sold to an officer of the Company on May 19, 1999.

The Company has completed the process of evaluating its product lines and information technology infrastructure to assess its exposure to the "Year 2000 compliance" issue. "Year 2000 compliance" means that the date-based performance and functionality of the product or system so identified will be the same for dates prior to, during, and after the year 2000, including the recognition of the year 2000 as a leap year.

The Company believes that based on its evaluation, no critical software or hardware systems will be impacted by the compliance issue. To date the costs associated with its "Year 2000 compliance" have been under $50,000. The Company does not anticipate any significant future costs to be incurred with respect to "Year 2000 compliance".

In the first quarter of fiscal year 1999, the Company and its operating subsidiaries developed a testing and compliance program to determine whether and to what extent the Company needed to update its product lines and operations to become "Year 2000 compliant". Based on that work completed in the period ended December 31, 1998, the Company has determined that the basic functionality of all tested products, including all the products presently being sold as well as certain discontinued products, is not affected by the "Year 2000" date change. The Company’s newly introduced products have been determined to be "Year 2000 compliant". In a few instances, certain minor problems in the least significant category of the standard classification of "Year 2000" problems, which is designated as "noticeable and inconvenient", were found in certain older instruments. For these, easy "work around" instructions have been prepared and were made available to users. The Company does not intend to modify discontinued products, and does not foresee any material financial exposure arising from this decision.

The financial reporting systems currently used by the Company are "Year 2000 compliant".

The Company is accumulating information regarding the "Year 2000 compliance" status of its main customers and suppliers. Based on information to date, the Company’s major customers and suppliers will not be adversely affected by the "Year 2000" problem, which will in turn adversely effect the Company.

In order to avoid such material adverse effects, the Company will continue to seek business relationships only with those entities that are actively and successfully addressing "Year 2000" issues. In the inability of certain existing vendors or customers to successfully address "Year 2000" issues begins to present adverse business effects for the Company, management may elect to suspend such business relationships until such time that such vendors or customers become fully compliant.

Based on the foregoing, the Company presently believes that the "Year 2000" issue will not have a material impact on the Company’s business operations or financial condition. There are no assurances, however, that as yet unidentified "Year 2000" problems will not cause the Company to incur material expenses in responding to such problems or otherwise have a material adverse effect on the Company’s business, operating results or financial condition.

Foreign Exchange The accounts of the Company’s foreign subsidiaries are translated in accordance with SFAS No. 52, "Foreign Currency Translation". In translating the accounts of the foreign subsidiaries into U.S. dollars, assets and liabilities are translated at the rate of exchange in effect at June 30, 1999, while stockholders’ equity is translated at historical rates. Revenue and expense accounts are translated using the weighted average exchange rate in effect during the three months ended June 30, 1999. Gains and losses from translating assets and liabilities that are denominated in currencies other than the subsidiaries’ respective functional currency are included in other income 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 a separate component of stockholders’ equity in the accompanying consolidated balance sheets. Substantially all of the Company’s sales were denominated in foreign currencies during the three-month periods ended June 30, 1999 and 1998. The Company recognized a loss of approximately $277,000 related to such foreign currency transactions and translations as of June 30, 1999 which is included in cumulative translation adjustment in the accompanying consolidated statements of stockholders’ investment.

Investment Portfolio The Company does not invest in derivative financial investments that meet the high quality standards, as specified in the Company’s investment policy guidelines; the policy also limits the amount of credit exposure of any issue, issuer, and type of investment. See Note 1 – Summary of Significant Accounting Policies – in the Notes to Unaudited Consolidated Financial Statements.

Part II. OTHER INFORMATION

Item 1. Legal proceedings: None

Items 2 - 6: None

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.
                                                                                       &n (Regsitrant)

                                                                                    & Israel M. Stein MD

Date: August 9, 1999                                                                                        &n Israel M. Stein MD
                                                                                       &n President