PHOTON TECHNOLOGY INTERNATIONAL INC
10-Q, 1998-05-14
OPTICAL INSTRUMENTS & LENSES
Previous: CASH AMERICA INTERNATIONAL INC, 10-Q, 1998-05-14
Next: CONCORD MILESTONE PLUS L P, 10-Q, 1998-05-14



                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998, or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

For the transition period from __________________ to  __________________


                       Commission File Number: 33-10943-NY


                      PHOTON TECHNOLOGY INTERNATIONAL, INC.
- - --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

       NEW JERSEY                                       22-2494774
- - --------------------------------------------------------------------------------
(State of Incorporation)                    (I.R.S. Employer Identification No.)

1 Deerpark Drive, Suite F, Monmouth Junction, NJ                   08852
- - --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                         (Zip Code)

Registrant's Telephone Number, Including Area Code: (732) 329-0910
                                                    --------------

         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

Yes [ X ]        No [   ]

The number of shares of Common Stock without par value  outstanding  as of March
31, 1998 was 1,164,731.
<PAGE>
                                      INDEX


                      PHOTON TECHNOLOGY INTERNATIONAL, INC.


PART I.       FINANCIAL INFORMATION                                             

Item 1.       Financial Statements:

              Consolidated Balance Sheets as of March 31, 1998
              and June 30, 1997.................................................

              Consolidated Statements of Operations for the
              nine months ended March 31, 1998 and 1997.........................

              Consolidated Statements of Operations for the
              quarter ended March 31, 1998 and 1997.............................

              Consolidated Statements of Cash Flows for the
              nine months ended March 31, 1998 and 1997.........................

              Notes to Consolidated Financial Statements
              March 31, 1998....................................................

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


PART II.      OTHER INFORMATION

Item 1.       Legal Proceedings.................................................

Item 2.       Changes in Securities.............................................

Item 3.       Defaults Upon Senior Securities...................................

Item 4.       Submission of Matters to a Vote of Security Holders...............

Item 5.       Other Information.................................................

Item 6.       Exhibits and Reports on Form 8-K..................................


SIGNATURES .....................................................................

<PAGE>
                          PART I. FINANCIAL INFORMATION

Item 1.   Financial Statements
<TABLE>
<CAPTION>
PHOTON TECHNOLOGY INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEETS


                                                        March 31        June 30
                                                         1998             1997
                                                      ----------      ----------
ASSETS                                               (Unaudited)
<S>                                                   <C>             <C>
CURRENT ASSETS
 Cash and cash equivalents .....................      $  412,415      $1,367,703
 Trade accounts receivable, less allowance
  of $3,280 ....................................       1,625,337       2,078,250
 Inventory
   Finished goods ..............................         826,406         702,823
   Work in process .............................         432,041         472,109
   Raw materials ...............................         753,915         619,581
                                                      ----------      ----------
                                                       2,012,362       1,794,513

Prepaid expenses and other current assets ......         392,519         325,943
                                                      ----------      ----------
                    TOTAL CURRENT ASSETS .......       4,442,633       5,566,409

PROPERTY AND EQUIPMENT
 Furniture and fixtures ........................         153,487         153,135
 Machinery and equipment .......................       2,254,393       2,222,396
                                                      ----------      ----------
                                                       2,407,880       2,375,531
LESS: Accumulated depreciation .................       1,701,354       1,569,689
                                                      ----------      ----------
                                                         706,526         805,842

DEFERRED INCOME TAX ASSET ......................         143,758         143,758

OTHER ASSETS ...................................       1,737,355       1,915,702
                                                      ----------      ----------
                                                      $7,030,272      $8,431,711
                                                      ==========      ==========

</TABLE>
See Notes to Consolidated Financial Statements

Note: The balance sheet at June 30, 1997 has been derived from audited financial
statements  at that date,  and does not  include all the  information  and notes
required under generally accepted  accounting  principles for complete financial
statements.
<PAGE>
<TABLE>
<CAPTION>
PHOTON TECHNOLOGY INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEETS - Continued


                                                            March 31          June 30
                                                             1998              1997
                                                          -----------      -----------
                                                          (Unaudited)
<S>                                                       <C>              <C>
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
  Bank indebtedness .................................     $ 1,170,026      $ 1,321,829
  Accounts payable ..................................         920,917        1,061,135
  Deferred income ...................................          20,128           11,924
  Accrued expenses ..................................         231,223          170,448
  Current portion of long term debt .................         223,204          866,046
                                                          -----------      -----------
               TOTAL CURRENT LIABILITIES ............       2,565,498        3,431,382

LONG TERM DEBT ......................................       1,705,665        1,323,484

PREFERRED SHARES - Canadian Subsidiary ..............       1,958,147        1,962,137

SHAREHOLDERS' EQUITY
  Preferred stock, $1,000 par value, authorized 500
     shares; no shares issued or outstanding
  Common Stock, no par value:  authorized
     3,333,333 shares; issued 1,292,477 shares,
     including 127,746 and 126,423 shares in treasury       6,300,880        6,297,386
  Accumulated deficit ...............................      (4,890,485)      (3,984,473)
  Treasury stock, at cost ...........................         (55,058)         (56,433)
  Cumulative foreign currency translation adjustment         (554,375)        (541,772)
                                                          -----------      -----------
               TOTAL SHAREHOLDERS' EQUITY ...........         800,962        1,714,708
                                                          -----------      -----------

                                                          $ 7,030,272      $ 8,431,711
                                                          ===========      ===========


</TABLE>
See Notes to Consolidated Financial Statements.


Note:  The  balance  sheet at June 30,  1997 has been  derived  from the audited
financial  statements at that date, and does not include all the information and
notes  required  under  generally  accepted  accounting  principles for complete
financial statements.
<PAGE>
<TABLE>
<CAPTION>
PHOTON TECHNOLOGY INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

For the Nine Months Ended March 31,

                                                     1998               1997
                                                 -----------        -----------
<S>                                              <C>                <C>
 REVENUES
  Net sales ..............................       $ 5,983,247        $ 6,026,443
  Other income ...........................            38,588             18,656
                                                 -----------        -----------
                                                   6,021,835          6,045,099

COSTS AND EXPENSES
  Cost of products sold ..................         2,633,659          2,570,404
  Selling, general and administrative ....         3,050,933          2,598,964
  Research and development ...............           558,456            667,711
  Interest ...............................           196,883            244,879
  Depreciation and amortization ..........           472,408            238,345
  Foreign exchange (gain) loss ...........            15,508             (2,373)
                                                 -----------        -----------
                                                   6,927,847          6,317,930

Loss before income taxes .................          (906,012)          (272,831)

Benefit for income taxes .................                              (16,866)
                                                 -----------        -----------

Net loss .................................       ($  906,012)       $  (255,965)
                                                 ===========        ===========

Net loss per common share ................       $      (.78)       $      (.22)
                                                 ===========        ===========

Weighted average number of common
 shares outstanding ......................         1,164,290          1,160,123
                                                 ===========        ===========

</TABLE>

                 See Notes to Consolidated Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
PHOTON TECHNOLOGY INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

For the Third Quarter Ended March 31,

                                              1998             1997
                                          -----------      ------------
<S>                                       <C>              <C>
REVENUES
  Net sales .........................     $ 1,970,173      $ 1,993,262
  Other income ......................           1,333            6,971
                                          -----------      ------------
                                            1,971,506         2,000,233

COSTS AND EXPENSES
  Cost of products sold .............         889,417          921,620
  Selling, general and administrative       1,071,116          964,574
  Research and development ..........         113,913          218,238
  Interest ..........................          59,952           84,711
  Depreciation and amortization .....         144,533           78,124
  Foreign exchange (gain) loss ......           1,203           (2,348)
                                          -----------      ------------
                                            2,280,134         2,264,919

Loss before income taxes ............        (308,626)        (264,686)

Benefit for income taxes ............                           (6,294)
                                          -----------      ------------

Net loss ............................     $  (308,626)     $  (258,392)
                                          ===========      ============

Net loss per common share ...........     $      (.27)     $      (.22)
                                          ===========      ============

Weighted average number of common
 shares outstanding .................       1,164,731        1,161,460
                                          ===========      ============

</TABLE>
                 See Notes to Consolidated Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
PHOTON TECHNOLOGY INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

For the Nine Months Ended March 31,

OPERATING ACTIVITIES:                                           1998            1997
                                                            -----------      -----------
<S>                                                         <C>              <C> 
Net loss ..............................................     $  (906,012)     $  (255,965)
Adjustments to reconcile net loss
  to net cash provided (used) by operating activities:
  Depreciation and amortization .......................         472,408          238,345
  Other amortization ..................................            --            172,453
  Deferred income tax benefit .........................            --            (16,866)
Changes in operating assets and liabilities:
  Decrease in trade accounts receivable ...............         452,913          532,943
  Increase in inventory ...............................        (217,849)        (123,185)
  Increase in prepaid expenses and other current assets         (61,761)        (269,931)
  Decrease in other assets ............................            --             34,308
  Decrease in accounts payable and accrued liabilities          (79,443)         (40,930)
  Increase (decrease) in deferred income ..............           8,204          (41,851)
                                                            -----------      -----------
Total adjustments .....................................         574,472          485,286
                                                            -----------      -----------
Net cash provided (used) by operating activities ......        (331,540)         229,321
                                                            -----------      -----------
INVESTING ACTIVITIES:
  Purchase of property and equipment ..................         (19,638)        (107,583)
  Capitalized software ................................        (159,059)        (226,000)
                                                            -----------      -----------
Net cash used by investing activities .................        (178,697)        (333,583)
                                                            -----------      -----------
FINANCING ACTIVITIES:
  Net proceeds from sale of preference stock ..........            --          1,975,824
  Financing costs incurred ............................          (3,990)          (7,982)
  Investment in patents ...............................            --             (2,850)
  Decrease in bank indebtedness .......................        (151,803)        (110,456)
  Repayment of long term debt .........................        (260,661)        (172,735)
  Proceeds from issuance of common stock-Employee
   Stock Purchase Plan ................................           4,869           10,273
  Increase in long term debt ..........................            --             65,720
                                                            -----------      -----------
Net cash used by financing activities .................        (411,585)      (1,757,794)

  Effect of exchange rate changes on cash .............         (33,466)         (70,826)
                                                            -----------      -----------
NET DECREASE IN CASH
  AND CASH EQUIVALENTS ................................        (955,288)      (1,582,706)

CASH AND CASH EQUIVALENTS-BEGINNING ...................       1,367,703          279,041
                                                            -----------      -----------
  
CASH AND CASH EQUIVALENTS-ENDING ......................     $   412,415      $ 1,861,747
                                                            ===========      ===========
Supplemental disclosure of cash paid
  Interest ............................................     $   196,883      $   234,791
</TABLE>
                 See Notes to Consolidated Financial Statements
<PAGE>
PHOTON TECHNOLOGY INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 1998

NOTE A -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Photon  Technology  International,  Inc.(the  "Company") is engaged in research,
development,  manufacturing,  sales and marketing of proprietary electro-optical
systems  which  enable  customers  in health  care,  environmental  science  and
industrial  process control to perform advance  analysis  utilizing  light.  The
Company's major products are  electro-optical  and  light-based  instrumentation
which utilizes  fluorescence  technology.  The primary  markets are medical life
sciences, physical sciences, environmental and industrial.

The Company operates in one principal industry segment,  the photonics industry.
The Company's  products are sold on a worldwide basis to universities,  research
hospitals,  pharmaceutical  companies,  bio-tech  companies,  federal  and state
government institutions, environmental companies and commercial business, all of
which are primarily engaged in research activities.

The  accompanying   consolidated   financial  statements  of  Photon  Technology
International,  Inc. have been prepared in accordance  with  generally  accepted
accounting principles in the United States for interim financial information and
with the instructions to Form 10K and Article 10 of regulation S-X. Accordingly,
they do not include all of the information  and footnotes  required by generally
accepted accounting principles for complete financial statements. In the opinion
of  management,  all  adjustments  (consisting  of  normal  recurring  accruals)
considered  necessary  for a fair  presentation  have been  included.  Operating
results  for the nine month  period  ended  March 31,  1998 are not  necessarily
indicative  of the  results  that may be  expected  for the year ending June 30,
1998. For further  information,  refer to the consolidated  financial statements
and footnotes  thereto  included in the Company's  annual report or Form 10K for
the year ended June 30, 1997.

In 1997, the Financial  Accounting Standards Board issued Statement of Financial
Accounting  Standards  No. 128,  Earnings per Share.  Statement 128 replaced the
previously  reported primary and fully diluted earnings per share with basic and
diluted earnings per share.  Unlike primary  earnings per share,  basic earnings
per share excludes any dilutive  effects of options,  warrants,  and convertible
securities.  Diluted  earnings  per  share  is very  similar  to the  previously
reported  fully diluted  earnings per share.  All earnings per share amounts for
all periods have been presented, and where necessary, restated to conform to the
Statement 128 requirements.


NOTE B -- COMPARATIVE AMOUNTS

Certain  comparative amounts in the prior year have been reclassified to conform
with the presentation adopted in the current fiscal year.
<PAGE>
ITEM 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

Net sales for the quarter and nine months  ended March 31, 1998 of $2.0  million
and $6.0 million,  respectively,  decreased $23,000 or 1.2% and $43,000 or 0.7%,
respectively,  compared  to the same  periods of fiscal  1997.  These  decreases
primarily  reflect  the impact of product  orders  received  late in the quarter
which have a 45-60 day lead time to produce and ship to customers.

Total  revenues  for the quarter  and nine  months  ended March 31, 1998 of $2.0
million  and $6.0  million,  respectively,  which  include  net  sales and other
income, decreased $28,000 or 1.4% and $23,000 or 0.4%, respectively, compared to
the corresponding prior year periods.  This performance  reflects both the sales
impact and lower other income.  Other income for the first nine months of fiscal
1998 increased by $20,000 primarily due to interest earned on cash equivalents.

Cost of products sold for the third quarter of fiscal 1998 was $889,000 or 45.6%
of net sales,  which  compares  to  $922,000  or 46.2% of net sales for the same
period of fiscal  1997.  The decrease of $33,000 was due both to lower sales and
obtaining  better  control of  production  and shipping  costs at the  Company's
production operations. Cost of products sold for the nine months ended March 31,
1998 and 1997 were $2.633 million and $2.570 million,  or 44.1% and 42.7% of net
sales,  respectively.  These costs  increased  as a result of increases in plant
production operations and increased shipping costs during the nine month period.

Selling (including marketing), general and administrative expenses of $1,071,000
for the third  quarter  and $3.1  million  for the nine  months  of fiscal  1998
increased  $106,000  or 11.0%  and  $452,000  or  17.3%,  respectively,  for the
comparable  periods of fiscal 1997.  These expenses as a percentage of net sales
increased  from 48.4% to 54.3% in the third  quarter and from 43.1% to 50.1% for
the nine month  period.  The  increase  in selling,  general and  administrative
expense as a  percentage  of net sales in the  quarter  and nine  month  periods
primarily  related to increased  marketing and selling  expenses for advertising
and trade shows to develop  anticipated sales increases.  These costs have begun
to level off and are  anticipated  to level  off to a normal  level  during  the
remainder of the fiscal year.

Research and development  expenditures for the third quarter of fiscal 1998 were
$113,913  or 5.7% of net sales and for the nine  months of fiscal  1998  totaled
$558,000 or 9.3% of net sales.  In comparison to the prior year,  these expenses
were  $218,000 or 10.9% for the quarter and $668,000 or 11.1% for the nine month
period.  An  additional  $159,000  of  software  development   expenses,   which
represents  2.7% of net sales,  was  capitalized for the nine months ended March
31, 1998 and represents a significant  reduction in software  capitalization  in
relation to the same prior period.  These expenses  year-to-year  are due to the
level of project activity for new products.

Interest expenses for the nine months ended March 31, 1998 of $197,000 decreased
by $48,000 or 20.0%.  This decrease  primarily relates to the waiver of interest
and  re-negotiation  of payment terms due to MLTV, a shareholder of the Company.
Interest  expense for the third  quarter of fiscal 1998 of $60,000  decreased by
$25,000 or 29.8% compared to fiscal 1997.
<PAGE>
ITEM 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS (continued)

RESULTS OF OPERATIONS (continued)

Depreciation  and  amortization of $145,000 for the third quarter of fiscal 1998
increased by $67,000 or 85.8% and of $472,000 for the nine months of fiscal 1998
increased by $134,000 or 98.3% in comparison with the same comparable periods of
fiscal  1997.  This  increase  relates  primarily  to  amortization  of software
development costs incurred in prior years.

Foreign  exchange  represented  nominal  losses of $1,203  and  $15,508  for the
quarter and nine months  ended March 31,  1998,  respectively.  The current year
loss in  comparison to the gain of $2,373 for the first nine months of the prior
year was due to the mix of transactional activity.

Deferred tax benefits of $0 for the quarter and $0 for the nine months  compared
to $6,000  and  $17,000,  respectively  for the same  prior  year  periods.  The
deferred tax benefits in prior  periods  related to timing  differences  between
book and tax income  related to the  Canadian and German  subsidiaries.  The tax
benefits  represent a continuing  reversal of the liability that was established
during the year ended June 30, 1995.

The  Company  reported a net loss of  $308,000  for the third  quarter of fiscal
1998,  compared to a net loss of $258,000 for the same prior year  quarter.  For
the nine  month  period  ended  March 31,  1998,  the net loss was  $906,000  in
comparison  to a net loss of  $256,000  for the same  prior  year  nine  months.
Continued expenses related to advertising and trade shows to develop anticipated
sales  increases and the  amortization  of software  development  costs were the
significant items which impacted the net loss.

The resulting  loss per share  performance  based on the number of common shares
outstanding each period was $(.27) and $(.78) per share for the quarter and nine
months  ended  March,  1998,  in  comparison  to a net loss of $(.21)  per share
respectively for the same prior year periods.

LIQUIDITY AND CAPITAL RESOURCES

The working capital of the Company at March 31, 1998 was $1,878,000  compared to
$2,135,000 at June 30, 1997; a decrease of $257,000 or 11.9%.

Current  assets of  $4,443,000  decreased  $1,123,000  or 20.2%  from the end of
fiscal 1997. This change  primarily  reflected a decrease of $956,000 in cash or
69.9% and a decrease in accounts  receivable of $453,000 or 21.7%. Cash was used
to fund operations and reduce bank indebtedness and accounts payable,  while the
change in trade accounts  receivable related to strong collection activity and a
lower  sales  volume  than during the final  quarter of fiscal  1997.  The trade
accounts  receivables  balance of $1.6 million represents 2.4 months of sales in
comparison to 3.0 months of sales at June 30, 1997. The inventory  level of $2.0
million,  which  represents  an increase  of  $217,000 or 12.1%  compared to the
inventory  balance at June 30, 1997,  reflects both a higher level of production
volume to support  future  sales,  and new  product  inventory.  This  inventory
balance  represents 6.9 months of sales in inventory based on anticipated  sales
and compares to 6.5 months of sales in inventory at the end of fiscal 1997.  The
increase in other current  assets  mainly  related to the timing of: (a) prepaid
employee  benefit  insurance;   (b)  prepaid  general  insurance  premiums;  (c)
reimbursable value added taxes (VAT) and general goods and services taxes (GST);
(d) prepaid legal  services;  and (e) trade show deposits and related  marketing
costs.
<PAGE>
ITEM 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS (continued)

LIQUIDITY AND CAPITAL RESOURCES (continued)

Current  liabilities of $2,565,000  decreased $866,000 or 33.8% in comparison to
the prior year end.  This decrease was due to: (a) reduction in notes payable to
banks of $152,000 or 11.5% based on pay down of the German subsidiary bank line;
(b)  reduction in trade  accounts  payable of $140,000 or 13.1% based on payment
activity;  (c) reduction in the current portion of long-term debt of $643,000 or
74.2%,  resulting  principally from the  re-negotiation  of the payment terms of
long-term  debt  due to MLTV,  a  principal  shareholder  of the  Company.  This
decrease  was offset by  increases  in  deferred  income of $8,000  and  accrued
expenses of $61,000.

As of December 15, 1997 the Company  renewed its working  capital line of credit
facility with Silicon  Valley Bank of  California  for  $2,000,000.  This credit
facility  has a one (1) year term  (expiring  December  14, 1998) and carries an
interest  rate  charge at the  prime  rate  plus  1.5%  (approximately  10.0% at
December 14, 1998).  Interest is due and payable  monthly,  and the principal is
due at  maturity.  The  collateral  for the line  represents  a perfected  first
security  interest  in all  assets of the  Company,  its  wholly-owned  Canadian
subsidiary and United Kingdom branch office.  The Company will retain  ownership
of intellectual property and is restricted on the pledge of this property to any
other  party.  The advance  rate is based on 75% against  eligible  domestic and
Canadian receivables within 90 days from invoice date and 90% against insured or
letter of credit backed  receivables.  No clean-up period is required during the
term of the loan. The securities  related to the Covington Capital debenture and
the MLTV note are  subordinated  to the bank debt.  The balance  outstanding  at
March 31, 1998 was $1,020,696.

Bank indebtedness also includes the outstanding  balance of $149,000 US (275,000
DM) at March 31, 1998 drawn on a credit facility with the  Stadparkasse  Bank of
Wedel,  Germany.  The total line of credit  available is 400,000 DM. Interest is
charged on a quarterly basis at the German Federal Bank's discount rate plus two
points.

During March 1998, the Company reached an understanding  with MLTV that interest
would not accrue on the $630,000 principal amount of debt due by the Company and
that such balance  would only become due upon the sale of the Company or at such
time as MLTV were to dispose of its interest in the Company.

On October 31, 1995,  the Company  entered into a Debenture  agreement  for $1.5
million Canadian dollars ($1.1 million US) through C.I.-C.P.A. Business Ventures
Fund, Inc. a capital fund of Covington Capital Corporation ("Covington Capital")
(the "Covington Agreement"). This subordinated debt has a term of five (5) years
at an interest rate of 12% per annum.  This financing was an important source of
funds which provided for investment to expand sales territory  coverage  through
addition of personnel,  increase  marketing  support,  and continue research and
development  efforts in both  hardware and software for new products and product
cost reductions.
<PAGE>
ITEM 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS (continued)

LIQUIDITY AND CAPITAL RESOURCES (continued)

In July 1994,  documents were fully  executed  between the "ODC" and the Company
for a term loan facility in the amount of $500,000  Canadian  dollars.  The loan
credit  facility  was  established  to allow  advance  requests  for  equipment,
inventory  and  training  expenditures  associated  with  moving the  production
operation from the New Jersey plant to the London, Ontario,  Canadian plant. The
balance  outstanding  as of March 31,  1998 on the ODC fixed  loan was  $208,585
Canadian  dollars  ($146,948  US) based on specific  advance  requests  approved
through  this date.  The term of  repayment is forty (40) months and includes an
interest  rate of 6.75%.  This term loan is  classified as long term debt with a
current portion equal to twelve months of principal payments.

On March 7, 1997,  the Company  raised its first  significant  equity  financing
since 1987, for $2,000,000,  net $1,958,147 (for detail on specific terms, refer
to Note I to the  Financial  Statements  in Form 10K).  The  importance  of this
financing is that it allows the Company to pursue its growth goals.  The Company
used the  financing  for new  product  introduction  and to expand its sales and
marketing coverage.

The major risk to the  Company is the timing of sales  following  the  Company's
sales promotional campaigns. Generally there is a six month sales cycle, but the
sales  cycles can lengthen  due to economic  conditions.  Should the sales cycle
become too long,  the Company does not have the  financial  resources to sustain
the sales and  marketing  plans and would have to cut back on its  marketing and
sales efforts.

If the Company has to repay some of the short term maturing  debt, it will loose
a  substantial  portion of its  financial  resources to pursue its growth plans.
Whereas  there is every  reason to believe  that the Company can  refinance  its
maturing debt, there is no guarantee that it will be able to do so.

The Company will continue to manage  within its financial  resources and attempt
to balance its working  capital needs with cash flow generated  from  operations
and available  current  financing.  The Company will continue to seek additional
financing to fully exploit its sales and marketing potential. The Company cannot
be certain that it will be successful in efforts to raise additional funds.
<PAGE>


                           PART II - OTHER INFORMATION


Item 1.  Legal Proceedings.

         Neither the Company nor any of its subsidiaries is currently a party to
nor is any of their property the subject of any legal proceedings which would be
material to the business or financial condition of the Company on a consolidated
basis.

Item 2.  Changes in Securities.

         Not Applicable

Item 3.  Defaults Upon Senior Securities.

         Not Applicable

Item 4.  Submission of Matters to a Vote of Security Holders.

         The Company held its annual meeting of shareholders on Friday, December
5,  1997.  The only  matter  considered  and voted upon at the  meeting  was the
election of one director for a three-year term.

         The voting for the director:  James F. Mrazek was 1,093,551 shares for,
334 shares against and 144,624 withheld.

Item 5.  Other Information.

         Not Applicable

Item 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits

                  (27) Financial Data Schedule

         (b)      Reports on Form 8-K
                  None


<PAGE>


                                   SIGNATURES


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



                                          PHOTON TECHNOLOGY INTERNATIONAL, INC.




Date: May 14, 1998                        By: /s/ Charles G. Marianik
                                              ------------------------
                                              Charles G. Marianik
                                              President, Chief Executive Officer
                                              and Director
                                              (Principal Executive Officer)




Date:  May 14, 1998                       By: /s/ Howard D. Zumbrun
                                              ------------------------
                                              Howard D. Zumbrun
                                              Vice President,
                                              Chief Financial Officer



<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          JUN-30-1998
<PERIOD-END>                               MAR-31-1998
<CASH>                                         412,415
<SECURITIES>                                         0
<RECEIVABLES>                                1,628,617
<ALLOWANCES>                                   (3,280)
<INVENTORY>                                  2,012,362
<CURRENT-ASSETS>                             4,442,633
<PP&E>                                       2,407,880
<DEPRECIATION>                               1,701,354
<TOTAL-ASSETS>                               7,030,272
<CURRENT-LIABILITIES>                        2,565,498
<BONDS>                                      1,705,665
                                0
                                          0
<COMMON>                                     6,300,880
<OTHER-SE>                                 (5,499,918)
<TOTAL-LIABILITY-AND-EQUITY>                 7,030,272
<SALES>                                      5,983,247
<TOTAL-REVENUES>                             6,021,835
<CGS>                                        2,633,659
<TOTAL-COSTS>                                2,633,659
<OTHER-EXPENSES>                             4,097,305
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             196,883
<INCOME-PRETAX>                              (906,012)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (906,012)
<EPS-PRIMARY>                                    (.78)
<EPS-DILUTED>                                        0
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission