PHOTON TECHNOLOGY INTERNATIONAL INC
10QSB, 1999-05-14
OPTICAL INSTRUMENTS & LENSES
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                                    FORM 10-QSB

                       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, 1999, 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 small business issuer as specified in its charter)

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

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

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

Check  whether  the Issuer  (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, 1999 was 1,169,694.
<PAGE>
                                      INDEX


                      PHOTON TECHNOLOGY INTERNATIONAL, INC.


PART I.       FINANCIAL INFORMATION                                             

Item 1.       Financial Statements:                                         Page

              Consolidated Balance Sheets as of March 31, 1999...........   3-4

              Consolidated Statements of Operations for the
              nine months ended March 31, 1999 and 1998..................   5

              Consolidated Statements of Operations for the
              quarter ended March 31, 1999 and 1998......................   6

              Consolidated Statements of Cash Flows for the
              nine months ended March 31, 1999 and 1998..................   7

              Notes to Consolidated Financial Statements
              March 31, 1999.............................................   8-9

Item 2.       Management's Discussion and Analysis of
              Financial Condition and Results of Operations..............  10-13
PART II.      OTHER INFORMATION

Item 1.       Legal Proceedings..........................................   14

Item 2.       Changes in Securities......................................   14

Item 3.       Defaults Upon Senior Securities............................   14

Item 4.       Submission of Matters to a Vote of Security Holders........   14

Item 5.       Other Information..........................................   14

Item 6.       Exhibits and Reports on Form 8-K...........................   14


SIGNATURES ..............................................................   15
<PAGE>
                          PART I. FINANCIAL INFORMATION

ITEM 1 --  FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PHOTON TECHNOLOGY INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEETS


                                                                       March 31
                                                                         1999
                                                                      ---------- 
ASSETS                                                                (Unaudited)
<S>                                                                   <C>       
CURRENT ASSETS
 Cash and cash equivalents .................................          $  119,102
 Trade accounts receivable, less allowance
  of $48,757 ...............................................           1,264,694
 Inventory
   Finished goods ..........................................             522,560
   Work in process .........................................             218,089
   Raw materials ...........................................             858,223
                                                                      ----------
                                                                       1,598,872

Prepaid expenses and other current assets ..................             282,573
                                                                      ----------
                    TOTAL CURRENT ASSETS ...................           3,265,241

PROPERTY AND EQUIPMENT
 Furniture and fixtures ....................................             243,651
 Machinery and equipment ...................................           2,297,284
                                                                      ----------
                                                                       2,540,935
LESS: Accumulated depreciation .............................           1,894,510
                                                                      ----------
                                                                         646,425

DEFERRED INCOME TAX ASSET ..................................             119,258

OTHER ASSETS ...............................................           1,343,508
                                                                      ----------
                                                                      $5,374,432
                                                                      ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PHOTON TECHNOLOGY INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEETS - Continued


                                                                      March 31
                                                                        1999
                                                                    -----------
                                                                    (Unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY
<S>                                                                 <C>        
CURRENT LIABILITIES
  Bank indebtedness .........................................       $   736,884
  Accounts payable ..........................................           422,171
  Deposits ..................................................            71,786
  Accrued expenses ..........................................           186,074
  Current portion of long term debt .........................           177,413
                                                                    -----------
               TOTAL CURRENT LIABILITIES ....................         1,594,328

LONG TERM DEBT ..............................................         1,516,459

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

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 122,783 shares in treasury ...................         6,307,785
  Accumulated deficit .......................................        (5,426,936)
  Treasury stock, at cost ...................................           (52,907)
  Cumulative foreign currency translation adjustment ........          (522,444)
                                                                    -----------
               TOTAL SHAREHOLDERS' EQUITY ...................           305,498
                                                                    -----------

                                                                    $ 5,374,432
                                                                    ===========

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

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

                                                        Nine Months Ended
                                                             March 31,
                                                 ------------------------------
                                                     1999               1998
                                                 -----------        -----------
<S>                                              <C>                <C>        
REVENUES
  Net sales ..............................       $ 5,711,803        $ 5,983,247
  Other income ...........................           113,365             38,588
                                                 -----------        -----------
                                                   5,825,168          6,021,835

COSTS AND EXPENSES
  Cost of products sold ..................         2,521,051          2,633,660
  Selling, general and administrative ....         2,300,650          3,055,682
  Research and development ...............           430,544            553,708
  Interest ...............................           203,389            210,941
  Depreciation and amortization ..........           524,335            458,349
  Foreign exchange loss ..................            29,222             15,507
                                                 -----------        -----------
                                                   6,009,191          6,927,847
                                                 -----------        -----------

Loss before income taxes .................          (184,023)          (906,012)

Income taxes .............................            24,500              - 0 -
                                                 -----------        -----------

Net loss .................................       ($  208,523)       ($  906,012)
                                                 ===========        ===========

Net loss per common share ................       ($      .18)       ($      .78)
                                                 ===========        ===========

Weighted average number of common
 shares outstanding ......................         1,168,915          1,164,290
                                                 ===========        ===========

</TABLE>
                 See Notes to Consolidated Financial Statements.

<PAGE>
<TABLE>
<CAPTION>
PHOTON TECHNOLOGY INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

                                                       Three Months Ended
                                                           March 31,
                                                 ------------------------------
                                                     1999               1998
                                                 -----------        -----------
<S>                                              <C>                <C>        
REVENUES
  Net sales ..............................       $ 1,853,745        $ 1,970,173
  Other income ...........................            18,554              1,334
                                                 -----------        -----------
                                                   1,872,299          1,971,507

COSTS AND EXPENSES
  Cost of products sold ..................           841,063            884,051
  Selling, general and administrative ....           795,613          1,081,236
  Research and development ...............           138,562            109,159
  Interest ...............................            68,213             65,904
  Depreciation and amortization ..........           176,769            138,581
  Foreign exchange loss ..................             9,171              1,202
                                                 -----------        -----------
                                                   2,029,391          2,280,133
                                                 -----------        -----------

Loss before income taxes .................          (157,092)          (308,626)

Income taxes .............................            10,500                -0-

Net loss .................................       ($  167,592)       ($  308,626)
                                                 ===========        ===========

Net loss per common share ................       ($      .14)       ($      .27)
                                                 -----------        ===========

Weighted average number of common
 shares outstanding ......................         1,169,694          1,164,731
                                                 -----------        ===========

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

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                                                    Nine Months Ended
                                                                       March 31,
                                                              ----------------------------
OPERATING ACTIVITIES:                                            1999              1998
                                                              -----------      -----------
<S>                                                           <C>              <C>         
Net loss ................................................     ($  208,523)     ($  906,012)
Adjustments  to  reconcile  net  income  (loss)
  to net cash  provided  (used) by
  operating activities:
    Depreciation and amortization .......................         145,897          136,954
    Goodwill amortization ...............................         108,385          101,236
    Amortization-Other Intangible Assets ................         270,053          220,159
    Decrease in deferred income taxes ...................          24,500                0
Changes in operating assets and liabilities
    Decrease in trade accounts receivable ...............         440,346          452,913
    Decrease (increase) in inventory ....................         141,253         (217,849)
    Increase in prepaid expenses and other current assets         (36,422)         (61,761)
    Decrease (increase) in other assets .................          17,011           14,059
    Decrease in accounts payable, deposits
       and accrued liabilities ..........................        (354,607)         (79,443)
    Increase (decrease) in deferred income ..............         (30,622)           8,204
                                                              -----------      -----------
         Net cash provided (used) by operating activities         517,271         (331,540)


INVESTING ACTIVITIES:
   Purchase of property and equipment ...................         (19,812)         (19,638)
   Capitalized software .................................         (59,052)        (159,059)
                                                              -----------      -----------
         Net cash used by investing activities ..........         (78,864)        (178,697)
                                                              -----------      -----------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PHOTON TECHNOLOGY INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (continued)
                                                                    Nine Months Ended
                                                                       March 31,
                                                              ----------------------------
FINANCING ACTIVITIES:                                            1999              1998
                                                              -----------      -----------
<S>                                                           <C>              <C>         
  Additional costs from issuance of preferred
    shares - Canadian subsidiary ........................                           (3,990)
  Payment on notes payable to Bank ......................        (356,791)        (151,803)
  Payment of long term debt .............................        (238,510)        (260,661)
  Proceeds from issuance of common stock-Employee
   Stock Purchase Plan ..................................           3,478            4,869
                                                              -----------      -----------
         Net cash used by financing activities ..........        (591,823)        (411,585)

  Effect of exchange rate changes on cash ...............          14,511          (33,466)
                                                              -----------      -----------
DECREASE IN CASH
  AND CASH EQUIVALENTS ..................................        (138,905)        (955,288)

CASH AND CASH EQUIVALENTS-BEGINNING .....................         258,007        1,367,703
                                                              -----------      -----------

CASH AND CASH EQUIVALENTS-ENDING ........................     $   119,102      $   412,415
                                                              ===========      ===========
Supplemental disclosure of cash paid
  Interest ..............................................     $   201,978      $   226,230

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 1999

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 10-KSB and Regulation S-B.  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, 1999 are not  necessarily  indicative  of the
results  that may be expected  for the year ending  June 30,  1999.  For further
information,  refer  to the  consolidated  financial  statements  and  footnotes
thereto  included  in the  Company's  annual  report or Form 10-KSB for the year
ended June 30, 1998.

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.

NOTE C - COMPREHENSIVE INCOME

In the first quarter of fiscal 1999, the Company adopted  Statement of Financial
Accounting Standards (SFAS) No. 130, "Reporting  Comprehensive Income". SFAS 130
requires  disclosure  of total  non-stockholder  changes  in equity  in  interim
periods and additional disclosures of the components of non-stockholder  changes
in equity on an annual basis. Total  non-stockholder  changes in equity includes
all  changes  in equity  during a period  except  those  resulting  from  fiscal
investments by and distributions to stockholders. Total comprehensive income for
the third quarter and nine months of Fiscal 1999 and 1998 was as follows:
<PAGE>
PHOTON TECHNOLOGY INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS cont'd

March 31, 1999

NOTE C - COMPREHENSIVE INCOME cont'd.
<TABLE>
<CAPTION>
                                                Nine Months Ended
                                                    March 31
                                            ------------------------
                                               1999          1998
                                            ---------      ---------
<S>                                         <C>            <C>       
Net loss ..............................     ($208,523)     ($906,012)
Foreign currency translation adjustment        16,913        (12,603)
                                            ---------      ---------

Total comprehensive income (loss) .....     ($191,610)     ($918,615)


<CAPTION>
                                               Three Months Ended
                                                    March 31
                                            ------------------------
                                               1999          1998
                                            ---------      ---------
<S>                                         <C>            <C>       
Net loss                                    ($167,592)     ($308,626)
Foreign currency translation adjustment       (49,877)       (23,063)
                                            ----------     ----------

Total comprehensive income (loss)           ($217,469)     ($331,689)

</TABLE>
<PAGE>
ITEM 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS
- ---------------------

Net sales for the  quarter  and the nine  months  ended  March 31,  1999 of $1.9
million and $5.7 million, respectively,  decreased $116,000 or 5.9% and $271,000
or 4.5%,  respectively,  compared  to the  same  periods  of  fiscal  1998.  The
decreases  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, 1999 of $1.9
million  and $5.8  million,  respectively,  which  include  net  sales and other
income, decreased $99,000 or 5.0% and $197,000 or 3.3%,  respectively,  compared
to the same periods of fiscal 1998. This performance reflects both the lower net
sales impact which was offset by an increase in other  income.  Other income for
the first nine months of fiscal 1999  increased  by $75,000 or 193.8%  primarily
due to revenue recognition of certain customer deposits.

Cost of products sold for the third quarter of fiscal 1999 was $841,000 or 45.3%
of net sales,  which  compares  to  $884,000  or 45.0% of net sales for the same
period of fiscal  1998.  The  decrease of $43,000 or 4.9% was  primarily  due to
decreased net sales and costs related to plant production operation and shipping
costs.  Cost of products  sold for the nine months ended March 31, 1999 was $2.5
million,  or 44.1% of net sales  compared to $2.6  million or 44.0% of net sales
for the same period of fiscal 1998.

Selling (including marketing),  general and administrative  expenses of $796,000
for the third  quarter and $2.3 million for the nine months ended March 31, 1999
decreased  $285,000  or 26.3%  and  $755,000  or  24.7%,  respectively,  for the
comparable  periods of fiscal 1998.  These expenses as a percentage of net sales
decreased  from 54.9% to 42.9% in the third  quarter and from 51.1% to 40.3% for
the  nine-month  period.  The  decrease in selling,  general and  administrative
expenses as a percentage  of net sales in the third  quarter and the  nine-month
period  primarily  reflect   decreased   selling  and  marketing   expenses  for
advertising  and trade  shows.  These costs are expected to remain level for the
remainder of the fiscal year.

Research and  development  expenses for the third  quarter and nine months ended
March 31, 1999 were  $139,000  or 7.5% of net sales and  $431,000 or 7.5% of net
sales, respectively. In comparison to the prior fiscal year, these expenses were
$109,000 or 5.5% net sales for the quarter and $554,000 or 9.3% of net sales for
the nine month period. An additional $59,000 of software  development  expenses,
which 1.0% of net sales,  was  capitalized  for the nine months  ended March 31,
1999 as compared to $159,000 for the same prior year period.  These expenses are
due to the level of project activity for new products.

Interest expense for the nine months ended March 31, 1999 of $203,000  decreased
$8,000 or 3.6% in comparison to the prior fiscal year.  Interest expense for the
third  quarter of $68,000  increased  $2,000 or 3.5% in  comparison  to the same
period in fiscal 1998.

Depreciation and amortization of $177,000 for the third quarter and $524,000 for
the nine months ended March 31, 1999  increased  $38,000 or 27.3% and $66,000 or
14.4%,  respectively,  in  comparison  to the same periods in fiscal 1998.  This
increase  was  primarily  due to the impact of higher  amortization  of software
development costs.
<PAGE>
ITEM 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS (continued)

RESULTS OF OPERATIONS (continued)
- ---------------------------------

Foreign  exchange losses for the quarter and nine months ended March 31, 1999 of
$9,000 and  $29,000,  respectively,  compares to losses of $1,000 and $16,000 in
the prior fiscal year due to a mix of transactional activity.

Income  taxes for the third  quarter and nine  months  ended March 31, 1999 were
$10,000 and $25,000,  respectively,  resulting  from the  recognition of certain
deferred  tax  assets  that  will  expire in the  current  fiscal  year.  No tax
provision  has been  provided  in the prior  fiscal  periods  as a result of the
expected applications of the net losses carrying forward from prior periods.

The Company reported a net loss of $168,000 for third quarter, compared to a net
loss of $309,000 for the third  quarter of the prior  fiscal year.  For the nine
months  ended March 31, 1999 the net loss was  $209,000 in  comparison  to a net
loss of $906,000 for the same period in fiscal 1998.  The  reduction of selling,
general and  administrative  expenses,  and  research and  development  expenses
discussed above were major impacts on income.

The resulting  loss per share  performance  based on the number of common shares
outstanding  for each period was $(.14) and $(.18) per share for the quarter and
nine months ended March 31, 1999,  in  comparison  to $(.27) and $(.78) loss per
share for the same prior year period.


LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------

The working capital of the Company at March 31, 1999 was $1,671,000  compared to
$1,536,000 at June 30,1998; an increase of $135,000 or 8.8%.

Current  assets of  $3,265,000  decreased  $684,000 or 17.3% from June 30, 1998.
This change primarily reflects  decreases of $139,000,  $441,000 and $141,000 in
cash,  accounts  receivable,  and  inventory,  respectively.  The decreases were
53.8%, 25.8% and 7.3% of the respective balances at June 30, 1998. The inventory
balance represented 5.7 months of sales in inventory, which is comparable to the
5.6 months of sales in inventory  at the end of the  preceding  year.  The trade
accounts  receivable  balance of $1.3 million represents 1.96 months of sales in
comparison to 2.53 months of sales at June 30, 1998.

Current  liabilities of $1,594,000  decreased $819,000 or 33.9% in comparison to
the balance as of June 30, 1998. This decrease was due principally to reductions
in bank indebtedness,  current portion of long term debt, trade accounts payable
and customer deposits.
<PAGE>
ITEM 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS (continued)

LIQUIDITY AND CAPITAL RESOURCES (continued)
- -------------------------------------------

As of December 15, 1998 the Company  renewed its working  capital line of credit
with Silicon Valley Bank of California for $2,000,000.  This credit facility has
a one (1) year term (expiring December 14, 1999) and carries an interest rate at
the prime rate plus 1.5%  (approximately  9.25% at March 31, 1999).  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 the assets of
the Company, its wholly owned Canadian subsidiary and United Kingdom branch. 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 ninety (90) days from
invoice  date and 90% against  insured or letter of credit  domestic and foreign
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, 1999 was
$661,541.

Bank indebtedness  also includes the outstanding  balance of $75,343 US (137,488
DM) at March 31, 1999 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
(2) 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 Venture
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.

In July 1994,  documents were fully  executed  between the "ODC" and the Company
for a term loan facility in the amounts of $500,000 Canadian  dollars.  The loan
credit  facility was  established  to allow  production  requests for equipment,
inventory  and  training  expenditures  associated  with  moving the  production
operation  from New Jersey  plant to the  London,  Ontario  plant.  The  balance
outstanding  as of March 31,  1999 on the ODC fixed  loan was  $79,409  Canadian
dollars ($52,529 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%.

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,
referred to Note H to the Financial Statements in Form
<PAGE>
ITEM 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS (continued)

LIQUIDITY AND CAPITAL RESOURCES (continued)
- -------------------------------------------

10-KSB).  The  importance  of this  financing  is that it allows the  Company to
pursue its growth  goals.  The Company  will use the  financing  for new product
introduction and to expand it sales and marketing coverage.

If the Company has to repay some of the short term maturing debt, it will lose a
substantial  portion of its  financial  resources  to pursue its current  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.


YEAR 2000 ISSUE
- ---------------

Like other  companies,  financial  and business  organizations  and  individuals
around the world,  the  Company  could be  adversely  affected  if the  computer
systems it uses and those used by other third  parties on which it relies do not
properly process and calculate date-related  information and data from and after
January 1, 2000. This is commonly known as the "Year 2000 issue".  Management is
assessing its computer systems and the systems  compliance issues of other third
parties on which it relies.

Based  on  the  Company's   assessment  to  date,  the  Company   believes  that
substantially all of its products are Year 2000 compliant.  However, the Company
faces risks to the extent  that  suppliers  of  products,  services  and systems
purchased by the Company and others with whom the Company transacts  business on
a worldwide basis do not have business systems or products that comply with Year
2000  requirements.  To the  extent  that  the  Company  is not able to test the
technology provided by third party hardware or software vendors,  the Company is
in the  process  of  obtaining  assurances  that  their  systems  are Year  2000
compliant.  In the event any such  third  parties  cannot,  in a timely  manner,
provide the Company with  products,  services or systems that meet the Year 2000
requirements,  the Company's  operating  results  could be materially  affected.
Although the Company believes that the cost of Year 2000  modifications for both
internal use software and systems or the  Company's  products are not  material,
there  can be no  assurance  that  various  factors  relating  to the Year  2000
compliance  issues  will not have a  material  adverse  effect on the  Company's
business, operating results or financial position.
<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.
- -------------------------------------------------------------

         Not Applicable

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 Issuer
has duly  caused  this  report  to be signed  on its  behalf by the  undersigned
thereunto duly authorized.



                                           PHOTON TECHNOLOGY INTERNATIONAL, INC.




Date: May 12, 1999                       By:  /s/ Charles G. Marianik
                                              ------------------------
                                              Charles G. Marianik
                                              President, Chief Executive Officer
                                              and Director
                                              (Principal Executive Officer)




Date:  May 12, 1999                      By:  /s/ William J. Hiltner, III
                                              --------------------------- 
                                              William J. Hiltner, III
                                              Corporate Controller

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