PHOTON TECHNOLOGY INTERNATIONAL INC
10QSB, 1999-02-16
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 DECEMBER 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 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
December 31, 1998 was 1,169,694.
<PAGE>
                                      INDEX


                      PHOTON TECHNOLOGY INTERNATIONAL, INC.


PART I.       FINANCIAL INFORMATION                                          

Item 1.       Financial Statements:

              Consolidated Balance Sheets as of December 31, 1998...............

              Consolidated Statements of Operations for the
              six months ended December 31, 1998 and 1997.......................

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

              Consolidated Statements of Cash Flows for the
              six months ended December 31, 1998 and 1997.......................

              Notes to Consolidated Financial Statements
              December 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
<TABLE>
<CAPTION>
ITEM 1 --  FINANCIAL STATEMENTS

PHOTON TECHNOLOGY INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEETS


                                                                     December 31    
                                                                         1998       
                                                                      ----------    
                                                                     (Unaudited)
<S>                                                                   <C>           
ASSETS
CURRENT ASSETS
 Cash and cash equivalents .................................          $  289,111
 Trade accounts receivable, less allowance
  of $42,974................................................           1,296,665
 Inventory
   Finished goods ..........................................             569,958
   Work in process .........................................             244,653
   Raw materials ...........................................             799,234
                                                                      ----------
                                                                       1,613,845

Prepaid expenses and other current assets ..................             320,846
                                                                      ----------
                    TOTAL CURRENT ASSETS ...................           3,520,467

PROPERTY AND EQUIPMENT
 Furniture and fixtures ....................................             153,135
 Machinery and equipment ...................................           2,387,573
                                                                      ----------
                                                                       2,540,708
LESS: Accumulated depreciation .............................           1,839,474
                                                                      ----------
                                                                         701,234

DEFERRED INCOME TAX ASSET ..................................             129,758

OTHER ASSETS ...............................................           1,460,403
                                                                      ----------
                                                                      $5,811,862
                                                                      ==========

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

CONSOLIDATED BALANCE SHEETS - Continued


                                                                     December 31    
                                                                        1998        
                                                                     -----------    
                                                                     (Unaudited)
<S>                                                                 <C>            
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
  Bank indebtedness .........................................       $   775,512
  Accounts payable ..........................................           576,946
  Deferred income ...........................................             4,220
  Deposits ..................................................            77,943
  Accrued expenses ..........................................           159,903
  Current portion of long term debt .........................           202,613
                                                                    -----------
               TOTAL CURRENT LIABILITIES ....................         1,797,137

LONG TERM DEBT ..............................................         1,533,612

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 .......................................        (5,259,345)
  Treasury stock, at cost ...................................           (52,907)
  Cumulative foreign currency translation adjustment ........          (472,567)
                                                                    -----------
               TOTAL SHAREHOLDERS' EQUITY ...................           522,966
                                                                    -----------

                                                                    $ 5,811,862
                                                                    ===========

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

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

                                                        Six Months Ended
                                                          December 31,
                                                 ------------------------------
                                                    1998                1997
                                                 -----------        -----------
<S>                                              <C>                <C>        
REVENUES
  Net sales ..............................       $ 3,858,058        $ 4,013,074
  Other income ...........................            94,811             37,254
                                                 -----------        -----------
                                                   3,952,869          4,050,328

COSTS AND EXPENSES
  Cost of products sold ..................         1,679,988          1,749,609
  Selling, general and administrative ....         1,505,037          1,974,446
  Research and development ...............           291,982            444,549
  Interest ...............................           135,176            145,037
  Depreciation and amortization ..........           347,566            319,768
  Foreign exchange loss ..................            20,051             14,305
                                                 -----------        -----------
                                                   3,979,800          4,647,714
                                                 -----------        -----------

Loss before income taxes .................           (26,931)          (597,384)

Income taxes .............................            14,000                  0
                                                 -----------        -----------

Net loss .................................       ($   40,931)       ($  597,384)
                                                 ===========        ===========

Net loss per common share ................       ($      .04)      ($      .51)
                                                 ===========        ===========

Weighted average number of common
 shares outstanding ......................         1,168,525          1,164,070
                                                 ===========        ===========


</TABLE>
                 See Notes to Consolidated Financial Statements.


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

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

                                                       Three Months Ended
                                                          December 31,
                                                 ------------------------------
                                                     1998               1997
                                                 -----------        -----------
<S>                                              <C>                <C>        
REVENUES
  Net sales ..............................       $ 1,745,263        $ 1,964,289
  Other income ...........................            85,363              9,807
                                                 -----------        -----------
                                                   1,830,626          1,974,096

COSTS AND EXPENSES
  Cost of products sold ..................           745,171            913,398
  Selling, general and administrative ....           785,069            969,888
  Research and development ...............           142,534            260,147
  Interest ...............................            65,917             49,897
  Depreciation and amortization ..........           172,475            163,757
  Foreign exchange loss (gain) ...........            10,451             15,095
                                                 -----------        -----------
                                                   1,921,617          2,372,182
                                                 -----------        -----------

Loss before income taxes .................          (90,991)           (398,084)

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

Net loss..................................       ($  101,491)       ($  398,084)
                                                 ===========        ===========

Net loss per common share ................       ($      .09)       ($      .34)
                                                 -----------        ===========

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)

                                                                    Six Months Ended
                                                                       December 31,
                                                              ----------------------------
OPERATING ACTIVITIES:                                             1998            1997
                                                              -----------      -----------
<S>                                                           <C>              <C>         
Net loss.................................................     ($   40,931)     ($  597,384)
Adjustments  to  reconcile  net  income  (loss)
  to net cash  provided  (used) by
  operating activities:
    Depreciation and amortization .......................          94,240           91,684
    Goodwill amortization ...............................          79,520           74,393
    Amortization-Other Intangible Assets ................         173,806          153,691
    Decrease in deferred income taxes ...................          14,000                0
Changes in operating assets and liabilities
    Decrease in trade accounts receivable ...............         408,375          681,420
    Decrease (increase) in inventory ....................         126,280         (253,588)
    Increase in prepaid expenses and other current assets         (74,695)        (104,857)
    Decrease (increase) in other assets .................          12,274           (6,945)
    Decrease in accounts payable, deposits and accrued 
       liabilities.......................................        (220,950)        (244,136)
    Increase (decrease) in deferred income ..............         (25,299)          44,497
                                                              -----------      -----------
         Net cash provided (used) by operating activities         546,620         (161,225)

INVESTING ACTIVITIES:
   Purchase of property and equipment ...................         (16,923)         (14,946)
   Capitalized software .................................         (41,535)         (48,442)
                                                              -----------      -----------
         Net cash used by investing activities ..........         (58,458)         (63,388)
                                                              -----------      -----------
FINANCING ACTIVITIES:
  Additional costs from issuance of preferred
    shares - Canadian subsidiary ........................                           (3,990)
  Payment on notes payable to Bank ......................        (318,163)        (147,608)
  Payment of long term debt .............................        (196,158)        (211,397)
  Proceeds from issuance of common stock-Employee
   Stock Purchase Plan ..................................           3,478            4,869
                                                              -----------      -----------
         Net cash used by financing activities ..........        (510,843)        (358,126)

  Effect of exchange rate changes on cash ...............          53,785           (7,803)
                                                              -----------      -----------
INCREASE (DECREASE) IN CASH
  AND CASH EQUIVALENTS ..................................          31,104         (590,542)

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

CASH AND CASH EQUIVALENTS-ENDING ........................     $   289,111      $   777,161
                                                              ===========      ===========
Supplemental disclosure of cash paid
  Interest ..............................................     $   133,372      $   119,170

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 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 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
six month period ended December 31, 1998 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-stockholer  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 second quarter and six months of Fiscal 1999 and 1998 was as follows:
<PAGE>
PHOTON TECHNOLOGY INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 1998

NOTE C -- COMPREHENSIVE INCOME cont'd.


                                                         Six Months Ended
                                                            December 31
                                                        1998             1997
                                                     ---------        ---------

Net loss .....................................       ($ 40,931)       ($597,384)
Foreign currency translations adjustment .....          66,790           10,460
                                                     ---------        ---------

Total comprehensive income (loss) ............       $  25,859        ($586,924)



                                                         Three Months Ended
                                                            December 31
                                                        1998             1997
                                                     ---------        ---------

Net loss .....................................       ($101,491)       ($398,084)
Foreign currency translations adjustment .....          (6,562)          (3,317)
                                                     ---------        ---------

Total comprehensive income (loss) ............       ($108,053)       ($401,401)

 

<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 six months  ended  December  31, 1998 of $1.7
million and $3.9 million, respectively, decreased $219,000 or 11.2% and $155,000
or 3.9%,  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 six months  ended  December 31, 1998 of $1.8
million  and $4.0  million,  respectively,  which  include  net  sales and other
income, decreased $143,000 or 7.2% and $97,000 or 2.4%,  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 six months of fiscal 1999 increased by $58,000 or 154.5% primarily due
to revenue recognition of certain customer deposits.

Cost of  products  sold for the second  quarter of fiscal  1999 was  $745,000 or
42.7% of net sales,  which  compares  to  $913,000 or 46.5% of net sales for the
same period of fiscal 1998.  The decrease of $168,000 or 8.6% was  primarily due
to  decreased  net sales and costs  related to plant  production  operation  and
shipping costs. Cost of products sold for the six months ended December 31, 1998
was $1.7 million, or 43.5% of net sales compared to $1.7 million or 43.4% of net
sales for the same period of fiscal 1998.

Selling (including marketing),  general and administrative  expenses of $785,000
for the second  quarter and $1.5 million for the six months  ended  December 31,
1998 decreased  $185,000 or 19.1% and $469,000 or 23.8%,  respectively,  for the
comparable  periods of fiscal 1998.  These expenses as a percentage of net sales
decreased  from 49.4% to 45% in the second quarter and from 49.2% to 39% for the
six-month period. The decrease in selling,  general and administrative  expenses
as a  percentage  of net sales in the second  quarter and the  six-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 second  quarter and six months ended
December 31, 1998 were $143,000 or 8.2% of net sales and $292,000 or 7.6% of net
sales, respectively. In comparison to the prior fiscal year, these expenses were
$260,000 or 13.2% net sales for the  quarter and  $445,000 or 11.1% of net sales
for  the six  month  period.  An  additional  $42,000  of  software  development
expenses,  which 1.0% of net sales,  was  capitalized  for the six months  ended
December 31, 1998 as compared to $48,000 for the same prior year  period.  These
expenses are due to the level of project activity for new products.

Interest  expense  for  the six  months  ended  December  31,  1998 of  $135,000
decreased  $10,000 or 6.8% in  comparison  to the prior  fiscal  year.  Interest
expense  for the  second  quarter  of  $66,000  increased  $16,000  or  32.1% in
comparison to the same period in fiscal 1998.

Depreciation  and  amortization  of $172,000 for the second quarter and $348,000
for the six months ended December 31, 1998 increased  $8,000 or 5.3% and $28,000
or 8.7%,  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 six months ended December 31, 1998
of $10,000 and $20,000, respectively,  compares to losses of $15,000 and $14,000
in the prior fiscal year due to a mix of transactional activity.

Income taxes for the second  quarter and six months ended December 31, 1998 were
$10,000 and $14,000,  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 $101,000 for second  quarter,  compared to a
net loss of $398,000 for the second  quarter of the prior  fiscal year.  For the
six months ended  December 31, 1998 the net loss was $41,000 in  comparison to a
net loss of  $597,000  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 $(.09) and $(.04) per share for the quarter and
six months ended  December 31, 1998, in comparison to $(.34) and $(.51) loss per
share for the same prior year period.


LIQUIDITY AND CAPITAL RESOURCES

The working capital of the Company at December 31, 1998 was $1,723,000  compared
to $1,536,000 at June 30,1998; an increase of $187,000 or 12.2%.

Current  assets of  $3,520,000  decreased  $429,000 or 10.9% from June 30, 1998.
This change  primarily  reflects  decreases of $409,000 and $126,000 in accounts
receivable and inventory, respectively. The decreases were 24.0% and 7.3% of the
respective  balances at June 30, 1998.  The inventory  balance  represented  5.3
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  2.28 months of sales in  comparison to 2.53
months of sales at June 30, 1998.

Current  liabilities of $1,797,000  decreased $616,000 or 25.5% 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.

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 December 31, 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 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
<PAGE>
ITEM 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS (continued)

LIQUIDITY AND CAPITAL RESOURCES (continued)

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 December 31, 1998 was
$754,263.

Bank  indebtedness  also includes the outstanding  balance of $21,249 US (35,173
DM) at December 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
(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 December 31, 1998 on the ODC fixed loan was $112,511  Canadian
dollars ($72,637 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 (12) 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,
referred to Note H to the Financial  Statements in Form 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.
<PAGE>
ITEM 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS (continued)

LIQUIDITY AND CAPITAL RESOURCES (continued)

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.

         The Company held its annual meeting of shareholders on Friday, December
11,  1998.  The only  matter  considered  and voted upon at the  meeting was the
election of two directors for a three-year term each.

         The voting for the directors:  Ronald J. Kovach and Charles G. Marianik
was 1,097,618 shares for, 0 shares against and 27 shares 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 Issuer
has duly  caused  this  report  to be signed  on its  behalf by the  undersigned
thereunto duly authorized.



                                        PHOTON TECHNOLOGY INTERNATIONAL, INC.




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




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



<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          JUN-30-1999
<PERIOD-END>                               DEC-31-1998
<CASH>                                         289,111
<SECURITIES>                                         0
<RECEIVABLES>                                1,339,639
<ALLOWANCES>                                  (42,974)
<INVENTORY>                                  1,613,845
<CURRENT-ASSETS>                             3,520,467
<PP&E>                                       2,540,708
<DEPRECIATION>                               1,839,474
<TOTAL-ASSETS>                               5,811,862
<CURRENT-LIABILITIES>                        1,797,137
<BONDS>                                      1,533,612
                        1,958,147
                                          0
<COMMON>                                     6,307,785
<OTHER-SE>                                 (5,784,819)
<TOTAL-LIABILITY-AND-EQUITY>                 5,811,862
<SALES>                                      3,858,058
<TOTAL-REVENUES>                             3,952,869
<CGS>                                        1,679,988
<TOTAL-COSTS>                                1,679,988
<OTHER-EXPENSES>                             2,164,636
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             135,176
<INCOME-PRETAX>                               (26,931)
<INCOME-TAX>                                    14,000
<INCOME-CONTINUING>                                  0
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<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (40,931)
<EPS-PRIMARY>                                    (.04)
<EPS-DILUTED>                                        0
        

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