PROFESSIONAL DENTAL TECHNOLOGIES INC
10QSB, 1999-06-11
DENTAL EQUIPMENT & SUPPLIES
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   Form 10-QSB

(Mark One)

          [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                    SECURITIES EXCHANGE ACT OF 1934
          For the quarterly period ended April 30, 1999
                                         --------------
          [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                    EXCHANGE ACT
     For the transition period from _______________ to __________________
          Commission file number:        1-11032
                                    ---------------

                     PROFESSIONAL DENTAL TECHNOLOGIES, INC.
                     --------------------------------------
                     (Exact name of small business issuer as
                            specified in its charter)

           Nevada                                       71-0644350
- --------------------------------                       ---------------------
(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                        Identification Number)

                 633 Lawrence Street, Batesville, Arkansas 72501
                 -----------------------------------------------
                    (Address of Principal Executive Offices)
                                 (870) 698-2300
                                 --------------
                           (Issuer's telephone number)


              (Former name, former address and former fiscal year,
                         if changed since last report)

      Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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
    ----           ----

          APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                         DURING THE PRECEDING FIVE YEARS

      Check whether the registrant filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by court.  Yes ___.  No ___.


                      APPLICABLE ONLY TO CORPORATE ISSUERS

      State the number of shares outstanding of each of the issuer's classes
of common equity, as of June 1, 1999: 14,100,000
                                     ------------

<PAGE>

                     PROFESSIONAL DENTAL TECHNOLOGIES, INC.
                           CONSOLIDATED BALANCE SHEET

                                       APRIL 30                  OCTOBER 31
                                        1999                        1998
                                     (UNAUDITED)
- ------------------------------------------------                -----------
ASSETS                                          (In thousands)
Current Assets:
Cash and Cash Equivalents              $   1,548                   $  1,735
Certificates of Deposit                      209                         98
Accounts Receivable:
  Trade - Net of allowance for doubtful    2,523                      2,444
          accounts of $83,000
          And $78,000 respectively
  Affiliates                                 269                        137
Inventory                                  2,550                      3,216
Other Current Assets                         461                        683
                                       ---------                   --------
  Total Current Assets                     7,560                      8,313

Property and Equipment - Net               2,695                      2,731
Other Assets - Net of Accumulated
  Amortization                               131                        135
                                       ---------                   --------
    Total Assets                       $  10,386                   $ 11,179
                                       =========                   ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Line of Credit                         $     223                   $    865
Accounts Payable - Trade                   1,065                      1,045
Other Accrued Liabilities                  1,114                      1,579
Long-term Debt - Current Portion             461                        461
Capital Lease Obligations -
        Current Portion                      209                        209
                                       ---------                   --------
    Total Current Liabilities              3,072                      4,159

Long-term Debt - Net of Current Portion      714                        835
Capital Lease Obligations -
        Net of Current Portion               266                        366
                                       ---------                   --------

    Total Liabilities                      4,052                      5,360

Stockholders' Equity:
  Common Stock $0.01 par value:
  30,000,000 shares authorized;
  14,100,000 shares issued and
  outstanding                                141                        141
Additional Paid-in Capital                   316                        314
Retained Earnings                          5,877                      5,364
                                       ---------                   --------
  Total Stockholders' Equity               6,334                      5,819
                                       ---------                   --------
    Total Liabilities and
      Stockholders' Equity             $  10,386                   $ 11,179
                                       =========                   ========


                        See Notes to Financial Statements



                                       2
<PAGE>

                     PROFESSIONAL DENTAL TECHNOLOGIES, INC.

                      CONSOLIDATED STATEMENT OF OPERATIONS

                                   (UNAUDITED)

        FOR THE THREE AND SIX MONTH PERIODS ENDED APRIL 30, 1999 AND 1998


                            THREE MONTHS ENDED             SIX MONTHS ENDED
                                 APRIL 30                      APRIL 30
- ----------------------------------------------         -------------------------
                              1999        1998              1999       1998
- ----------------------------------        ----              ----       ----
Sales                    $   7,383    $  7,065         $  13,879   $ 13,517

Cost of Goods Sold           3,063       2,953             5,848      5,613
                          --------    --------         ---------   --------

Gross Profit                 4,320       4,112             8,031      7,904

Operating Expenses           3,659       3,648             7,094      7,132
                          --------    --------         ---------   --------

Income
  from Operations              661         464               937        772

Other Income (Expenses)  (      38)        472         (      84)       416
                          --------    --------         ---------   --------

Net Income
  before Taxes                 623         936               853      1,188

Provision for
  Income Taxes           (     245)   (    360)        (     340)  (    456)
                          --------    --------         ---------   --------

Net Income               $     378    $    576         $     513   $    732
                         =========    =========        =========   ========

Net Income per Share:
    Basic                $     .03    $    .04         $     .04   $    .05
                         =========    ========         =========   ========

    Diluted              $     .03    $    .04         $     .04   $    .05
                         =========    ========         =========   ========

Weighted average
  shares outstanding:
    Basic                14,148,000   14,121,000       14,148,000  14,121,000
                         ==========   ==========       ==========  ==========

   Diluted               14,148,000   14,121,000       14,148,000  14,121,000
                         ==========   ==========       ==========  ==========




                        See Notes to Financial Statements

                                       3
<PAGE>


                     PROFESSIONAL DENTAL TECHNOLOGIES, INC.

                       CONSOLIDATED STATEMENT OF CASH FLOW

                                   (UNAUDITED)

             FOR THE SIX MONTH PERIODS ENDED APRIL 30, 1999 AND 1998

                                                  1999                1998
- ------------------------------------------------------                ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income                                    $    513            $    732
  Adjustments to reconcile net income
    to net cash from operations:
  Depreciation and Amortization                    346                 339
  Deferred Compensation Expense                      2                  12
Decrease (increase) in:
  Accounts Receivable                             (211)               (376)
   Inventory                                       666                (185)
Other Current Assets                               222                 (62)
Other Assets                                                          (601)
Increase (decrease) in:
  Accounts Payable - Trade                          19                  (8)
  Other Accrued Liabilities                       (465)                489
                                              ---------           ---------
  Net Cash Provided by Operations                1,092                 340
                                              ---------           ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Property and Equipment                (307)               (325)
Proceeds from Sale of Fixed Assets                   1                  11
Certificates of Deposit                           (111)                ---
Investment in Joint Ventures                       ---                 ---
                                              ---------           ---------
  Net Cash (used) for Investing
  Activities                                      (417)               (314)
                                              ---------           ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (Decrease) in Line of Credit             (642)                452
Issuance of Long-term Debt                         ---                  20
Payment of Capital Lease Obligations              (120)                (95)
Payment of Long-term Debt                         (100)               (102)
                                              ---------           ---------
  Net Cash (used) for Financing
  Activities                                      (862)                275
                                              ---------           ---------

Increase (decrease) in Cash                       (187)                301
Cash and Cash Equivalents -
  Beginning of Period                            1,735               1,267
                                              ---------           ---------
  End of period                              $   1,548            $  1,568
                                             ==========           =========



                        See Notes to Financial Statements

                                       4
<PAGE>


                     PROFESSIONAL DENTAL TECHNOLOGIES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

             FOR THE SIX MONTH PERIODS ENDED APRIL 30, 1999 AND 1998

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     NATURE OF ORGANIZATION - Professional Dental Technologies,  Inc. is a group
     of companies headquartered in Batesville, Arkansas engaged primarily in the
     business of designing,  manufacturing  and marketing  products and services
     for  dental  professionals  to be  used  in the  diagnosis,  treatment  and
     prevention of periodontal and other dental diseases.

     PRINCIPLES OF CONSOLIDATION - The consolidated financial statements include
     the accounts of Professional Dental Technologies, Inc. and its wholly-owned
     subsidiaries:  PDT Byte, Inc.,  Pro-Dentec FSC, Inc.,  Professional  Dental
     Hygienists, Inc., PDT Image, Inc., Professional Dental Manufacturing, Inc.,
     Professional Dental Marketing,  Inc.,  Professional Dental Printing,  Inc.,
     Professional  Dental  Probes,  Inc.,  (inactive at January 31,  1999),  and
     Professional  Dental  Technologies  Therapeutics,  Inc.  (collectively  the
     "Company").  All significant  intercompany  accounts and transactions  have
     been eliminated in consolidation.

     ESTIMATES - The  preparation  of financial  statements in  conformity  with
     generally  accepted  accounting  principles  requires  management  to  make
     estimates and  assumptions  that affect the reported  amounts of assets and
     liabilities and disclosure of contingent assets and liabilities at the date
     of the  financial  statements,  and the  reported  amounts of revenues  and
     expenses  during the  reporting  period.  Actual  results could differ from
     those estimates.

     CASH  AND  CASH  EQUIVALENTS  - For  the  purpose  of  presentation  in the
     consolidated  statements of cash flows,  the Company  considers all cash on
     hand and on deposit with depository  institutions with maturity at the time
     acquired of three months or less to be cash and cash equivalents.

     INVENTORY - Inventory  is  recorded at the lower of cost  (determined  on a
     first-in, first-out basis) or market.

     PROPERTY  AND  EQUIPMENT - Property  and  equipment  is stated at cost less
     accumulated  depreciation.  Depreciation  is calculated  using  accelerated
     methods and is expensed based on the estimated useful lives of the assets.

     LONG-LIVED  ASSETS - The Company  adopted  Financial  Accounting  Standards
     Board ("FASB")  Statement of Financial  Accounting  Standards  ("SFAS") No.
     121,  ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED
     ASSETS TO BE DISPOSED OF in the year ended  October 31,  1997.  The Company
     reviews long-lived assets and certain  identifiable  intangibles to be held
     and used  for  impairment  whenever  events  or  changes  in  circumstances
     indicate that the carrying amount of an asset may not be  recoverable.  The
     adoption  of SFAS  No.  121 had no  effect  on the  Company's  consolidated
     financial statements for the period ended April 30, 1999.



                                       5
<PAGE>


NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     INVESTMENTS  IN AND  ADVANCES TO  AFFILIATES  - The Company uses the equity
     method to account for investments in affiliates,  primarily joint ventures,
     in which the Company has a 20% to 50% interest.

     NET INCOME PER SHARE - The Company has adopted  SFAS No. 128,  Earnings per
     Share, during the year ended October 31, 1997; accordingly,  both Basic and
     Diluted EPS were  presented for the quarters ended April 30, 1999 and 1998.
     Basic and diluted  weighted  average number of shares  outstanding  for the
     quarters  ended  April 30,  1999 and 1998 were  14,148,000  and  14,121,000
     shares, respectively. Common stock equivalents have less than a 3% dilutive
     effect.

     REVENUE  RECOGNITION  - Revenue  is  recognized  at the time  that  product
     ownership  transfers to the customer,  principally at the time of shipment.
     Revenue  from  computer  software  maintenance  agreements  is deferred and
     amortized over the term of the related agreements.

     ACCRUED  WARRANTY  COSTS - The  Company  provides  by a  current  charge to
     income,  an amount it  estimates  will be needed to cover  future  warranty
     obligations for products sold during the year.

     CONCENTRATION  OF CREDIT RISK - Accounts  receivable arise from the sale of
     dental products to dental  professionals  located  throughout the world but
     principally  in the  United  States.  The  Company  extends  credit  to its
     customers in the normal course of business.  The Company  performs  ongoing
     credit  evaluations  of its  customers'  financial  condition and generally
     requires no collateral from its customers.  The Company's credit losses are
     subject to general economic conditions of the dental industry.

     INCOME   TAXES  -  Income  taxes  are  provided  for  the  tax  effects  of
     transactions  reported  in the  financial  statements  and consist of taxes
     currently due plus deferred taxes, if any. Deferred taxes represent the net
     tax effects of temporary differences between the carrying amounts of assets
     and liabilities for financial  reporting  purposes and the amounts used for
     income tax purposes.

     STOCK-BASED COMPENSATION - The Company has adopted SFAS No. 123, ACCOUNTING
     FOR STOCK-BASED  COMPENSATION  during the year ended October 31, 1997. SFAS
     No. 123  establishes  accounting and reporting  standards for companies who
     have stock-based  compensation  plans. Those plans include all arrangements
     by which  employees  and  non-employees  receive  shares  of stock or other
     equity instruments of the company.  SFAS No. 123 defines a fair value based
     method of accounting for a stock option or similar equity instrument. Under
     the fair value  based  method,  compensation  cost is measured at the grant
     date  based on the value of the award and is  recognized  over the  service
     period,  which is usually the vesting period.  Accounting  Principles Board
     ("APB") Opinion 25,  requires  compensation  cost for stock-based  employee
     compensation  plans  to be  recognized  based  on the  difference,  if any,
     between  the quoted  market  price of the stock and the amount an  employee
     must  pay to  acquire  the  stock.  SFAS  No.  123  permits  an  entity  in
     determining  its net income to continue to apply the accounting  provisions
     of APB Opinion 25 to its stock-based employee compensation arrangements. An
     entity that continues to apply APB

                                       6
<PAGE>


NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Opinion 25 must comply with the  disclosure  requirements  of SFAS 123. The
     Company has elected to continue to apply the  accounting  provisions of APB
     Opinion No. 25 and related interpretations to its employee stock options.

     IMPACT OF NEW  ACCOUNTING  STANDARDS  - In  February  1997,  the  Financial
     Accounting  Standards Board ("FASB") issued Statement No. 128, EARNINGS PER
     SHARE.  SFAS No. 128  establishes  standards for  computing and  presenting
     earnings per share  ("EPS").  The previous  presentation  of primary EPS is
     replaced with a presentation  of basic EPS. Dual  presentation of basic and
     diluted EPS is required on the face of the income statements,  as well as a
     reconciliation   of  the  numerator  and   denominator  of  the  basic  EPS
     computation   to  the  numerator  and   denominator   of  the  diluted  EPS
     computation. Basic EPS excludes dilution and is computed by dividing income
     available to common stockholders by the  weighted-average  number of common
     shares  outstanding  for the period.  Diluted EPS is computed  similarly to
     fully diluted EPS pursuant to Accounting  Principles  Board Opinion No. 15.
     The Company adopted SFAS No. 128 for the year ended October 31, 1998.

     In June 1997, the FASB issued  Statement No. 130,  REPORTING  COMPREHENSIVE
     INCOME.  SFAS 130  establishes  standards  for  reporting  and  display  of
     comprehensive income and its components.  SFAS requires that all items that
     are required to be recognized under  accounting  standards as components of
     comprehensive income be reported in a financial statement that is displayed
     with the same prominence as other financial statements. The Company will be
     required to classify items of other comprehensive income by their nature in
     a  financial  statement  and  display  the  accumulated  balance  of  other
     comprehensive  income  separately  from  retained  earnings and  additional
     paid-in capital in the  stockholders'  equity section of the balance sheet.
     Also in June 1997,  the FASB issued  Statement No. 131,  DISCLOSURES  ABOUT
     SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION,  establishing  standards
     for the way public  enterprises report information about operating segments
     in interim  financial  reports issued to shareholders.  It also establishes
     standards for related  disclosures about products and services,  geographic
     areas, and major customers. SFAS 130 and 131 are effective for fiscal years
     beginning  after  December  15,  1997,  with  reclassification  of  earlier
     periods.  The  adoption  of  SFAS  130 and  131 is not  expected  to have a
     material effect on the Company's consolidated financial statements.

     In February 1998, the FASB issued Statement No. 132, EMPLOYERS' DISCLOSURES
     ABOUT  PENSIONS  AND OTHER  POSTRETIREMENT  BENEFITS,  an amendment of FASB
     Statements No. 87, 88 and 106. The Statement revises employers' disclosures
     about pensions and other  postretirement  benefits.  It does not change the
     measurement or recognition of those plans. It  standardizes  the disclosure
     requirements for pensions and other  postretirement  benefits to the extent
     practicable,  requires  additional  information  on changes in the  benefit
     obligations and fair values of plan assets that will  facilitate  financial
     analysis,  and eliminates certain  disclosures that are no longer as useful
     as they were when FASB  Statements  No. 87, 88,  and 106 were  issued.  The
     Statement is effective for fiscal years  beginning after December 15, 1997.
     The adoption of SFAS 132 is not  expected to have a material  effect on the
     Company's consolidated financial statements.

     In June 1998, the FASB issued Statement No. 133,  ACCOUNTING FOR DERIVATIVE
     INSTRUMENTS AND HEDGING ACTIVITIES.  This Statement establishes  accounting
     and  reporting  standards for  derivative  instruments,  including  certain
     derivative  instruments embedded in other contracts  (collectively referred
     to as derivatives),  and for hedging activities. It requires that an entity
     recognize all  derivatives  as either assets or  liabilities in the balance

                                       7
<PAGE>

     sheet and measure  those  instruments  at fair  value.  This  statement  is
     effective for fiscal years  beginning  after June 15, 1999. The adoption of
     SFAS No. 133 is not  expected  to have a material  effect on the  Company's
     consolidated financial statements.

     RECLASSIFICATIONS  - Certain  reclassifications  have been made to the 1998
     financial  statements  in order to conform  with 1999  financial  statement
     presentation. These reclassifications had no effect on stockholders' equity
     or net income, as previously reported.


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS

     FOR THE SIX MONTH PERIODS ENDED APRIL 30, 1999 AND 1998
     -------------------------------------------------------

         SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION
                               REFORM ACT OF 1995

     The  Private  Securities  Litigation  Reform  Act of 1995  provides a "safe
     harbor" for forward-looking  statements.  Certain  information  included in
     this Report and other such Company  filings  (collectively,  "SEC filings")
     under the Securities Act of 1933, as amended,  and the Securities  Exchange
     Act of 1934, as amended (as well as information  communicated  orally or in
     writing  between  the dates of such SEC  filings)  contains  or may contain
     information  that is  forward  looking.  Such  forward-looking  information
     involves important risks and uncertainties that could significantly  affect
     expected   results.   The  Company   cautions   investors   that  any  such
     forward-looking statements made by the Company are not guarantees of future
     performance and that actual results may differ materially from those in the
     forward-looking  statements. The factors that could cause actual results to
     differ materially from estimates contained in the Company's forward-looking
     statements  were detailed in the Company's  1998 Form 10-KSB filed with the
     Securities and Exchange Commission.

         RESULTS OF  OPERATIONS.  For the six month period ended April 30, 1999,
     net sales were $13.9 million, an increase of approximately 2.8% compared to
     $13.5 million for the same period in 1998.  This result is  attributable to
     increases  in sales of two of the  Company's  three  major  product  lines,
     ultrasonic  scaler and  accessories,  and dental  pharmaceutical  products.
     Sales of the Rota-dent and accessories were unchanged.

         The Company's  sales revenue during the six months ended April 30, 1999
     and 1998 has been substantially  attributable to sales of the Rota-dent and
     accessories.  During the first six months of 1999, revenue from such sales,
     excluding foreign sales,  amounted to $8.3 million, the same as in the 1998
     six-month  period.  Revenue received during the first half of 1999 from the
     sale of pharmaceutical  and scaler products totaled $4.1 million,  compared
     to $3.8 million in the 1998 period.  International  sales were $1.0 million
     in 1999,  the same as in the 1998  period.  The  balance  of the  Company's
     revenue in both years  resulted  from sales of computer  software  and from
     sale of printed literature.

         Cost of goods sold for the six  months  ended  April 30,  1999 was $5.8
     million or 42.1% of sales,  compared to $5.6  million or 41.5% of sales for
     the period ended April 30, 1998.  The higher cost of goods sold  percentage
     in 1999 is due to the  additional  cost of  providing  four necks with each
     Rota-dent  unit,  a change  that was made in the second half of fiscal year
     1998. Cost reductions sufficient to offset this increase are expected to be

                                       8
<PAGE>

     in place prior to the end of fiscal 1999,  although  cost of goods sold for
     the full year 1999 is expected to be higher than in 1998.

         Operating  expenses  were $7.0  million  during the first six months of
     1999  compared to $7.1 million  during the first half of 1998.  General and
     administrative expenses decreased in 1999 resulting from higher legal costs
     relating to the settlement of litigation and higher medical expenses, which
     were experienced in the first six months of 1998.

         Other income and  expense,  which  primarily  consists of the profit or
     loss  from  non-consolidated   affiliates,   interest   income/expense  and
     non-recurring  income/expense relating to the settlement of lawsuits netted
     to expense of $84,000  for the first six months of 1999,  compared  with an
     income of $416,000 for the same period in 1998.  Interest expense was lower
     and losses in  non-consolidated  affiliates  were lower in 1999 than in the
     1998 period. The 1998 figure includes  non-recurring income received in the
     second quarter of that year, relating to the settlement of lawsuits.

         As a result of the changes  noted  above,  net income for the six month
     period ended April 30, 1999 was $513,000  compared to $732,000 for the same
     period in 1998. If the  non-recurring  amount relating to the settlement of
     the lawsuits was to be disregarded,  net income would have been $311,000 in
     the 1998 period compared to $513,000 in the 1999 period.

     FOR THE THREE MONTH PERIODS ENDED APRIL 30, 1999 AND 1998
     ---------------------------------------------------------

         RESULTS OF OPERATIONS. For the three month period ended April 30, 1999,
     net sales  increased 2.8% to $7.4 million,  compared to $7.2 million in the
     1998 period.  This result is largely  attributable to increases in sales of
     two of the  Company's  three major  product  lines,  ultrasonic  scaler and
     accessories, and dental pharmaceutical products. Sales of the Rota-dent and
     accessories were unchanged.

         The  Company's  sales  revenue  during the three months ended April 30,
     1999 and 1998 were  principally  attributable  to the  Rota-dent.  Domestic
     sales of the Rota-dent and  accessories  were $4.4 million in both the 1999
     and 1998 second quarters.  Sales of the scaler and pharmaceutical  products
     generated revenues of $2.1 million in the second quarter of 1999,  compared
     to  $1.9  million  in  the  1998  period.  Sales  of all  other  categories
     (computers,  literature and international  sales) accounted for the balance
     of revenue in each quarter.

         Cost of goods sold for the three  months  ended April 30, 1999 was $3.1
     million,  or 41.5% of sales,  essentially  flat compared to $3.0 million or
     41.8% of sales in 1998.

         Operating  expense  was $3.7  million  in the  second  quarter of 1999,
     essentially flat compared to $3.6 million in the 1998 period.

         Other  income and expense,  consisting  primarily of the profit or loss
     from non-consolidated affiliates, interest income/expense and non-recurring
     income/expense relating to the settlement of lawsuits, netted to expense of
     $38,000 for the second quarter of 1999, compared with an income of $472,000
     for the same period in 1998.  Interest  expenses in 1999 were lower than in
     the 1998 period, losses in the non-consolidated  affiliates were lower, and
     there was no lawsuit settlement in the 1999 period, which accounted for the
     profit in 1998.


                                       9
<PAGE>

         As a result of the  changes  noted  above,  net income for the  quarter
     ended April 30, 1999 was $378,000  compared to $576,000 for the same period
     in 1998. If the non-recurring amount relating to the settlement of lawsuits
     was to be disregarded, net income would have been $155,000 in 1998 compared
     to $378,000 in 1999.

         CAPITAL RESOURCES AND LIQUIDITY.  On April 30, 1999 the Company's total
     assets were $10.4  million,  compared to $11.1 million at October 31, 1998.
     The  decrease  in  assets  results  primarily  from an  inventory-reduction
     program the Company  began in October  1998.  Total  liabilities  were $4.1
     million,  a decrease of $1.3 million  compared to year end  liabilities  of
     $5.4 million. This results primarily from decreases in the draw on the line
     of credit and decreased accrued liabilities. Stockholders' Equity increased
     by $0.5 million, to $6.3 million, as a result of earnings since October 31,
     1998.

         For the six month period ended April 30, 1999,  net cash  provided from
     operations was $1.1 million compared to $0.3 million for the same period in
     1998.

         The Company has established  reserves for potential  warranty claims on
     its  primary  products,  and such  claims  have  historically  been  within
     management's expectation.

         The Company  defines  liquidity  as the  ability to  generate  adequate
     amounts of cash to meet the its needs. The Company has historically  relied
     primarily on cash  provided  from  operations  to meet its working  capital
     needs,  and anticipates this will continue in the near term.  However,  the
     Company  currently has a revolving line of credit with NBD Bank under which
     it can draw up to $3 million,  subject to the  availability  of collateral.
     This line of credit is primarily secured by receivables and inventory,  and
     may be used to finance the additional  working capital  requirements of the
     Company.  The  Company  also has other  sources of credit with which it can
     finance the purchase of fixed assets. The Company believes these sources of
     credit  combined with cash flow from  operations will be sufficient to meet
     its foreseeable cash requirements.


                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS


         The Company  knows of no material  litigation  involving the Company or
     any of its officers or directors.

ITEM 2.  CHANGES IN SECURITIES
         NONE

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
         NONE

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         The annual meeting of shareholders was held on March 23, 1999. The only
         matter  submitted  to a vote  was the  re-election  of  Directors.  All
         Directors stood for  re-election.  Over 75% of outstanding  shares were
         voted,  and all Directors were re-elected by at least 99% of the shares
         voted.

                                       10
<PAGE>

ITEM 5.  OTHER INFORMATION
         NONE

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         A Form 8-K was filed by the Company on April 19,  1999,  reporting  the
     issuance of a press release on that same date that  announced the Company's
     intent to go private  and the  filing of a  Transaction  Statement  on Form
     13E-3.









                                       11
<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.


                                        PROFESSIONAL DENTAL
                                          TECHNOLOGIES, INC.
                                      -----------------------------------
                                            (Registrant)



           6/9/99                       /s/  Frank H. Newton, III
- -----------------------------         -----------------------------------
           Date                              Frank H. Newton, III
                                             Chief Operating Officer



           6/9/99                       /s/  Richard L. Land
- -----------------------------         -----------------------------------
           Date                              Richard L. Land
                                             Vice President & Controller







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<S>                             <C>
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<FISCAL-YEAR-END>                              OCT-31-1999
<PERIOD-START>                                 NOV-01-1998
<PERIOD-END>                                   APR-30-1999
<CASH>                                         1,757
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                          0
                                    0
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<TOTAL-LIABILITY-AND-EQUITY>                   10,386
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<EPS-BASIC>                                  .05
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