PML INC
10QSB, 1998-10-20
PHARMACEUTICAL PREPARATIONS
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                              UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D. C. 20549




                                FORM 10-QSB




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


                 FOR THE QUARTERLY PERIOD ENDED AUGUST 31, 1998


                        Commission File No. 0-21816


                                 PML, INC.
              (Name of small business issuer in its charter)

                                 Delaware
                      (State or other jurisdiction of
                      incorporation or organization)

                                93-1116123
                  (I.R.S. Employer Identification Number)

                          27120 SW 95TH Avenue
                       Wilsonville, Oregon  97070
      (Address of principal executive offices, including zip code)

                              (503) 570-2500
                        (Issuer's telephone number)



Indicate by check mark whether the issuer (1) has filed all reports  required to
be filed by Section 13 or 15(d) of the  Securities  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
            ---  ---

As of October 15, 1998 there were  1,780,441  shares of Common  Stock with $0.01
par value  outstanding,  and 211,551  Class B Common Shares with $0.01 par value
outstanding.

<PAGE>







                                PML, INC.

                                  Index


Part I.   Financial Information

          Item 1.   Financial Statements                                   2
                    Consolidated Balance Sheets                            3
                    Consolidated Statements of Operations                  4
                    Consolidated Statements of Stockholders' Equity        5
                    Consolidated Statements of Cash Flows                  6
                    Notes to Consolidated Financial Statements             7

          Item 2.   Management's Discussions and Analysis of
                    Financial Condition and Results of Operations          9


Part II.    Other Information

          Item 1.   Legal Proceedings                                      12
          Item 4.   Submission of Matters to a Vote of Security Holders    12
          Item 6.   Exhibits and Reports on Form 8-K                       13

          Signatures                                                       13













<PAGE>


















                         Part I. FINANCIAL INFORMATION



                          Item 1. Financial Statements

                                ----------------


                                   PML, INC.
                          For the First Quarter Ended
                                August 31, 1998


























                                     - 2 -
<PAGE>
PML, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                 Unaudited
                                                                 August 31,                May 31,
                                                                    1998                     1998
                                                               ------------             ------------
<S>                                                            <C>                      <C>    <C>    <C>    <C>
Assets

Current Assets:
  Cash                                                         $   152,033              $   163,505
  Trade accounts receivable, less allowance for doubtful         2,119,433                2,145,257
    accounts of $31,141 and $30,000
  Inventories                                                    2,085,750                1,916,818
  Deferred income taxes                                            270,763                  276,604
  Prepaid expenses and other current assets                         97,947                  113,931
                                                               ------------             ------------
     Total Current Assets                                        4,725,926                4,616,115

Property, plant and equipment - net                              1,713,677                1,754,993
Intangible assets - net                                             13,413                   20,928
Other assets                                                       125,098                  126,453
                                                               ------------             ------------
          Total Assets                                         $ 6,578,114              $ 6,518,489
                                                               ============             ============

Liabilities and Stockholders' Equity

Current Liabilities:
  Accounts payable                                             $ 2,039,926              $ 1,505,707
  Accrued salaries and wages                                       197,416                  256,027
  Accounts payable - related parties                                 3,377                        -
  Other accrued liabilities                                        283,033                  321,415
  Notes payable - related parties                                  247,551                  247,551
  Bank line of credit                                            1,687,508                1,987,548
  Current portion capital lease obligations                         81,302                   90,731
  Current portion of borrowings - related parties                   70,353                   73,507
  Current portion of borrowings                                    247,582                  248,018
                                                               ------------             ------------
     Total Current Liabilities                                   4,858,048                4,730,504
                                                               ------------             ------------

Capital lease obligations, less current portion                    106,601                  122,197
Borrowings - related parties, less current portion                 104,580                  115,197
Borrowings, less current portion                                   551,574                  599,978
                                                               ------------             ------------
     Total Borrowings. less current portion                        762,755                  837,372


Commitments and contingencies                                            -                        -
                                                               ------------             ------------
Stockholders' Equity
  Preferred stock, $.01 par value; authorized 25,000 shares,
    no shares issued or outstanding                                      -                        -
  Class A convertible preferred stock, stated and liquidation
    value $100 per share; authorized 7,500 shares, issued and
    outstanding 4,950 shares, including accreted dividends         703,537                  691,060
  Common stock, $.01 par value; authorized 2,500,000 shares,
    issued and outstanding 1,780,441 and 1,780,441 shares respect   17,804                   17,804
  Class B common stock, $.01 par value; authorized 250,000 shares,
    issued and outstanding 211,551 shares.                           2,116                    2,116
  Class D common stock, $.01 par value, authorized 100 shares,
    no shares issued or outstanding.                                     -                        -
  Additional Paid In Capital                                       146,540                  146,540
  Retained Earnings                                                 87,314                   93,093
     Total Stockholders' Equity                                    957,311                  950,613
                                                               ------------             ------------
          Total Liabilities and Stockholders' Equity           $ 6,578,114              $ 6,518,489
                                                               ============             ============
</TABLE>
The accompanying notes are an integral part of these statements.

                                       3  
<PAGE>
PML, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS





                                                 For The Three Months Ended
                                                        August 31,
                                                    1998          1997     
                                               ------------  ------------

Net sales                                      $ 3,597,242   $ 3,430,884   

Cost of goods sold                               2,142,917     2,072,826   
                                               ------------  ------------
     Gross profit                                1,454,325     1,358,058   

Operating expenses                               1,285,197     1,214,550   
                                               ------------  ------------
Operating income                                   169,128       143,508   

Other expense:
  Interest expense                                  85,473        79,418   
  Other                                             69,747         5,452   
                                               ------------  ------------
     Total other expense                           155,220        84,870   
                                               ------------  ------------
Income before income taxes                          13,908        58,638   

Income tax expense                                   7,210        25,930   
                                               ------------  ------------
Net income                                     $     6,698   $    32,708   
                                               ============  ============

Basic income per share                         $      0.00   $      0.01   
                                               ============  ============
Diluted income per share                       $      0.00   $      0.01   
                                               ============  ============








The accompanying notes are an integral part of these statements.


                                       4  
<PAGE>
PML, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>



                                         Class A                           
                                       Convertible           Common        
                                     Preferred Shares        Shares              Shares        Additional   Earnings
                                     ----------------  ------------------  ------------------   Paid-in   (Accumulated
                                     SHARES   AMOUNT    SHARES    AMOUNT    SHARES    AMOUNT    Capital      Deficit)       Total
                                     ------ ---------  --------- --------  --------  --------  ----------  -----------   ----------
<S>                                  <C>    <C>        <C>       <C>       <C>       <C>       <C>         <C>           <C>
Balance, May 31, 1996                4,950  $ 592,974  1,776,816 $ 17,768   211,551  $  2,116   $ 144,701   $ (517,122)  $  240,437
  Preferred Stock dividends accreted           48,587                   -                   -           -      (48,587)           -
  Net income                                        -                   -                   -           -      669,371      669,371
                                     -----  ---------  --------- --------  --------  --------  ----------  -----------   ----------
Balance, May 31, 1997                4,950  $ 641,561  1,776,816 $ 17,768   211,551  $  2,116   $ 144,701   $  103,662   $  909,808
                                     =====  =========  ========= ========  ========  ========  ==========   ==========   ==========

Balance, May 31, 1997                4,950  $ 641,561  1,776,816 $ 17,768   211,551  $  2,116   $ 144,701   $  103,662   $  909,808
  Preferred Stock dividends accreted           49,499                   -                   -           -      (49,499)           -
  Common Stock returned and canceled                -      (125)       (1)                  -           1            -            -
  Stock options exercised                           -     3,750        37                   -       1,838            -        1,875
  Net income                                        -                   -                   -           -       38,930       38,930
                                     -----  ---------  --------- --------  --------  --------  ----------  -----------   ----------
Balance, May 31, 1998                4,950  $ 691,060  1,780,441 $ 17,804   211,551  $  2,116   $ 146,540   $   93,093   $  950,613
                                     =====  =========  ========= ========  ========  ========  ==========   ==========   ==========

Balance, May 31, 1998                4,950  $ 691,060  1,780,441 $ 17,804   211,551  $  2,116   $ 146,540   $   93,093   $  950,613
  Preferred Stock dividends accreted           12,477                                                          (12,477)           -
  Net income                                        -                                                            6,698        6,698
                                     -----  ---------  --------- --------  --------  --------  ----------  -----------   ----------
Balance, August 31, 1998             4,950  $ 703,537  1,780,441 $ 17,804   211,551  $  2,116   $ 146,540   $   87,314   $  957,311
                                     =====  =========  ========= ========  ========  ========  ==========   ==========   ==========

</TABLE>





The accompanying notes are an integral part of these statements.

                                        5












<PAGE>
PML, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>



                                                                        For The Three Months Ended
                                                                                August 31,
                                                                            1998          1997
                                                                        ------------  ------------ 
<S>                                                                     <C>           <C>
Cash Flows from Operating Activities:
  Net  income                                                           $     6,698   $    32,708
  Adjustments to reconcile net income to
      net cash provided by (used in) operating activities:
    Depreciation and amortization                                           105,334        82,530
    (Gain) on sale of equipment                                                   -        (8,509)
    Changes in:
      Accounts receivable                                                    25,824       (82,620)
      Inventories                                                          (168,932)      (34,139)
      Deferred income taxes                                                   5,841             -
      Other assets                                                           23,825        17,597
      Accounts payable and accrued liabilities                              452,215      (327,155)
                                                                        ------------  ------------ 
        Total adjustments                                                   444,107      (352,296)
                                                                        ------------  ------------ 
    Net cash provided by (used in) operating activities                     450,805      (319,588)

Cash Flows from Investing Activities:
  Proceeds from sale of assets                                                    -        11,277
  Purchase of property, plant and equipment                                 (62,989)     (164,378)
                                                                        ------------  ------------ 
    Net cash used in investing activities                                   (62,989)     (153,101)

Cash Flows from Financing Activities:
  Net proceeds of bank credit line                                         (300,040)      548,693
  Proceeds from issuance of notes payable - related parties                       -             -
  Repayment of notes payable - related parties                                    -             -
  Proceeds from issuance of capital lease obligations                             -             -
  Repayment of capital lease obligations                                    (25,025)      (11,073)
  Proceeds from issuance of long-term debt                                        -             -
  Repayment of long-term debt                                               (74,223)      (52,637)
  Proceeds from issuance of common stock                                          -             -
                                                                        ------------  ------------ 
    Net cash (used in) provided by financing activities                    (399,288)      484,983
                                                                        ------------  ------------ 
(Decrease) increase in cash                                                 (11,472)       12,294

Cash at beginning of period                                                 163,505        74,410
                                                                        ------------  ------------ 
Cash at end of period                                                   $   152,033   $    86,704
                                                                        ============  ============

Supplemental Disclosures:
  Interest paid                                                         $   100,337   $    61,014
  Income tax paid                                                             1,970             -
  Non Cash Items:
    Preferred stock dividends accreted                                       12,477        12,476
    Accounts payable exchanged for long-term debt                            11,612             -
</TABLE>



The accompanying notes are an integral part of these statements.

                                        6

<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                (Unaudited)


Note 1.     Financial Statements

  The  accompanying  unaudited  consolidated  financial  statements  include the
accounts of PML, Inc. and its  wholly-owned  subsidiary,  PML  Microbiologicals,
Inc.  The  Company  produces  and  sells  diagnostic  microbiology  products  to
customers  in  the  microbiology  testing  industry,  principally  hospital  and
healthcare-related  laboratories,  throughout  the United States and Canada.  In
addition, the Company has developed a line of sterility testing products for the
pharmaceutical and biotechnology  industries.  This new product offering will be
expanded   to  include   general   microbiology   media  and   Quality   Control
microorganisms.

  The  accompanying   unaudited  consolidated  financial  statements  have  been
prepared in accordance with generally accepted accounting principles for interim
financial  information  and  pursuant  to  the  rules  and  regulations  of  the
Securities and Exchange  Commission  (the  "Commission").  While these financial
statements  reflect  all  necessary,  normal and  recurring  adjustments  in the
opinion of management required to present fairly, in all material respects,  the
financial position,  results of operations and cash flows of the Company and its
subsidiary  at August 31,  1998,  and for the  period  then  ended,  they do not
include all  information  and notes  required by generally  accepted  accounting
principles for complete financial  statements.  Further information is contained
in the annual  financial  statements of the Company and notes  thereto,  for the
year ended May 31, 1998,  contained in the Company's Form 10-KSB, filed with the
Commission  pursuant to the Securities  Exchange Act of 1934.  Operating results
for the three month period ended August 31, 1998 are not necessarily  indicative
of the results that may be expected for the full year.

  Reclassifications  - Certain  reclassifications  have been made to the  fiscal
1998  financial  statements  to conform to the fiscal  1999  presentation.  Such
reclassifications  did not have any  effect on the net  income or  stockholders'
equity reported in fiscal 1998.

Note 2.  Net Earnings Per Share

  During the quarter ended  February 28, 1998 the Company  adopted  Statement of
Financial  Accounting  Standards  No. 128,  "Earnings  Per Share" (SFAS 128). As
required by SFAS 128, the Company has applied the  provisions of SFAS 128 to the
current and all prior periods shown for purposes of computing earnings per share
(EPS).  The effect of equity  instruments  is  excluded  whenever  the impact on
earnings per share would be anti-dilutive.

















                                     - 7 -
<PAGE>
<TABLE>
<CAPTION>
                              Information Needed to Calculate Basic Earnings Per Share
                                                            For The Three Months Ended
                                                                      August 31,
                                                                 1998           1997
                                                            -----------    -----------
<S>                                                         <C>            <C>
Numerator
- ---------
Net income                                                  $    6,698     $   32,708
Preferred stock dividends accreted                             (12,477)       (12,476)
                                                            -----------    -----------
Net (loss) income after accretion of dividends              $   (5,779)    $   20,232
                                                            ===========    ===========


Denominator
- -----------
Average number of common shares outstanding                  1,780,441      1,776,816
Average number of Class B common stock outstanding             211,551        211,551
                                                            -----------    -----------

Average shares used in basic EPS calculation                 1,991,992      1,988,367
                                                            ===========    ===========


Basic (loss) income per share                               $     0.00     $     0.01



                                        Information Needed to Calculate Diluted Earnings Per Share
                                                                      For The Three Months Ended
                                                                                August 31,
                                                                           1998           1997
                                                                      -----------    -----------

Numerator
Basic income                                      `                   $   (5,779)    $   20,232
                                                                      -----------    -----------
Add back preferred stock dividends accreted*                                -           12,476
                                                                      -----------    -----------
Diluted (loss) income after add back of accreted dividends            $   (5,779)    $   32,708


Denominator
Average number of common shares outstanding                             1,780,441     1,776,816
Average number of Class B common stock outstanding                        211,551       211,551
Effect of common stock equivalents*                                           -         187,524
Effect of preferred convertible stock*                                        -         176,786
                                                                      -----------    -----------

Average shares used in diluted EPS calculation                          1,991,992     2,352,677
                                                                      ===========    ===========

Diluted (loss) income per share                                       $      0.00    $     0.01

</TABLE>


* To the extent that the effect of preferred  stock dividends  accreted,  common
stock equivalents,  and the preferred convertible stock are anti-dilutive,  they
are not included in the diluted  earnings per share  calculation.  For the three
months  ended  August 31,  1998,  amounts  excluded  were  $12,477  of  accreted
dividends,  185,808  shares of common stock  equivalents  and 176,786  shares of
preferred convertible stock.


                                     - 8 -
<PAGE>
Item 2.   MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

Forward Looking Statements

  Management's  Discussion  and Analysis of Financial  Condition  and Results of
Operations  contains certain forward looking statements that involve a number of
risks and  uncertainties.  For  example,  the Company has stated its belief that
sales of industrial products should continue to increase in the current year and
that  reductions  in cost  of  goods  sold  should  continue  from  last  year's
consolidation of three Oregon  facilities into one new modern  building.  Future
demand  for the  Company's  products,  including  its  industrial  products,  is
inherently  subject to supply and demand  conditions,  and to the  unpredictable
decisions of other  market  participants.  There can be no assurance  that sales
will  increase  generally  or  within  any  specified  product  line or that the
Company's  margins will  stabilize or improve.  Other  elements that could cause
results to differ materially  include  competitive  pressures and factors listed
from  time to time in the  Company's  reports  to the  Securities  and  Exchange
Commission, including, but not limited to, this report on Form 10-QSB.

Year 2000 Issue

  The Company  recognizes the importance to its operations and reporting systems
of Year 2000 issues and is addressing  this issue to ensure that the reliability
of its  operations  as well as the  availability  and integrity of its financial
systems will not be adversely impacted by Year 2000 computer technology software
failures.  In that regard the Company is  attempting  to identify  all  internal
information  technology  ("IT") and non-IT  systems which may be affected by the
Year 2000 issues as well as trying to assess  third party IT and non-IT that the
Company relies upon and the third parties' Year 2000 readiness.

  Between September 1996 and March 31, 1998 the Company evaluated, selected, and
appointed a task team to upgrade and install a  completely  new MIS system which
the  vendor  represents  to be fully  Year 2000  compliant.  This  system is now
operational  in all but one of the  Company's  locations  and is  expected to be
fully  operational  throughout the Company by May 31, 1999. This new IT software
package controls major  operational  systems including  purchasing,  scheduling,
inventory control, sales and distribution as well as providing the Company's new
financial  systems.  The  financial  impact  for the new MIS  system  was  about
$350,000 for capital and $70,000 for excess  labor and other  expenses in fiscal
1998.  Additional  expenses  for this MIS system are  expected  to be minimal in
fiscal 1999.

  The Company is  currently  developing a plan to identify  Year 2000  readiness
issues pertaining to internal and external  communications  systems and desk top
systems as well as  developing a  questionnaire  to aid in  assessing  Year 2000
readiness of its third party providers including those third parties who provide
financial,  payroll,  communications and component services to the Company. This
plan is  expected  to be  ready by  December  1998 and the  Company  expects  to
substantially  complete its  evaluations of these  remaining Year 2000 issues by
the end of its fiscal 1999 year. The financial  impact of future required system
improvements is not anticipated to be material. The Company will also be working
on contingency  plans for material IT and third party providers that the Company
relies  upon,  but at this time it is too soon for the Company to  determine  if
these contingency plans will be needed.

  The above  statements  contain certain risks and  uncertainties.  Although the
Company is continuing to thoroughly examine its Year 2000 readiness, there is no
assurance  that  it  can  identify  all  Year  2000  issues.   These  risks  and
uncertainties  could include the risk of unidentified bugs in the source code of
packaged  or  custom  software,   misrepresentations  by  third  party  vendors,
unidentified dependency upon a system that is not Year 2000 ready,  unidentified
non-IT systems, or misdiagnosed Year 2000 readiness in current systems.



                                     - 9 -
<PAGE>
Results of Operations

Three Months Ended August 31, 1998 Compared to August 31, 1997

  Net sales for the three months ended August 31, 1998  increased  approximately
4.8% to  $3,597,242  from  $3,430,884  during  the same  period a year ago.  The
increase  in sales  was due to  across  the board  increases  in the  industrial
microbiology  market  and the  clinical  market,  and  from  increased  sales of
speciality  products.  The sales  increase would have been 8.2% higher than last
year but was  unfavorably  reduced more than $115,000 by a 7.6% reduction in the
Company's  average  Canadian  dollar  exchange rate which impacts  nearly 39% of
total Company sales.  However,  the Company's management is very encouraged with
the favorable  increase in total sales showing that the net sales erosion of the
past few years is continuing to improve.

  During the three  months  ended August 31, 1998 as compared to the same period
in the prior year, cost of goods sold (COGS) improved to 59.6% from 60.4% of net
sales. This decrease reflects the benefits from improved operating  efficiencies
resulting  from the  completion  of last year's  consolidation  project of three
Oregon facilities into one modern Oregon facility, and increased sales of higher
margin industrial  products.  Selling,  general and  administrative  expense was
35.7% of sales in the first three  months of this year  compared to 35.4% in the
same period last year.  This slight  increase  reflects a wage increase  granted
June 1, 1998.  Other expense  consists  mainly of interest  expense and Canadian
currency  exchange  loss.  In the first three  months of fiscal 1998 the Company
experienced a Canadian exchange loss of more than $70,000 compared to a Canadian
exchange  loss of less than  $12,000  in the same three  month  period of fiscal
1997. Exchange gains or losses cannot be forecasted with any degree of accuracy.

  The Company  recorded net income of $6,698 for the first three months compared
to net income of $32,708  during the same period a year ago.  This  reduction in
net income was due primarily to the higher  Canadian  exchange  loss  previously
discussed.  Both the basic and  diluted  net  income per share was $0.00 for the
first  three  months of fiscal 1998 as compared to net income of $0.01 per share
for both basic and fully diluted net income for the first three months of fiscal
1997.

The following table presents the percentage  relationship  that certain items in
the Company's  Consolidated  Statements of Operations  bear to net sales for the
periods indicated.

                                                   Percent of Sales
                                             Three Months Ended August 31,
                                             -----------------------------

                                                 1998          1997
                                                 ----          ----

Net Sales                                        100.0%        100.0%
Cost of Goods Sold                                59.6          60.4
                                                 -----         -----
Gross Profit                                      40.4          39.6
Selling, general and administrative expenses      35.7          35.4
                                                 -----         -----
Operating Income                                   4.7           4.2
Other Expense                                      4.3           2.5
                                                 -----         -----
Income before income taxes                         0.4           1.7
Income tax expense                                 0.2           0.8
                                                 -----         -----
Net Income                                         0.1%          0.9%
                                                 =====         =====  


                                     - 10 -
<PAGE>
Liquidity and Capital Resources

  The Company has financed its  operations  over the years  principally  through
funds generated from  operations and bank and  stockholder  loans. At August 31,
1998 the Company had negative working capital of $132,122 compared with negative
working  capital of $114,389  at May 31,  1998.  The ratio of current  assets to
current  liabilities  was 0.97 at August 31,  1998  compared  to 0.98 at May 31,
1998. Quick liquidity  (current assets less inventories to current  liabilities)
was .54 at August 31, 1998 and .57 at May 31,  1998.  The twelve  month  average
collection  period  for  trade  receivables  was 52.3 days at  August  31,  1998
compared  with 52.1 days at May 31, 1998.  This slight  increase  reflects  both
seasonality and slower  collection of payments on accounts  receivable  accounts
balances from east coast clinical customers.

  Net cash  provided by  operating  activities  was  $450,805 in the first three
months of fiscal 1999 compared with net cash used in operations  $319,588 in the
same period a year ago.  Approximately  $452,215 of the cash  provided in fiscal
1999 was due to an increase in accounts  payable and accrued  liabilities  which
provided  the cash  necessary  for the more than  $168,000  planned  increase of
inventories  to  support  the  projected  higher  level of sales.  Approximately
$300,000 of the cash was used to repay part of the  Company's  bank credit line.
The Company  anticipates that the need to increase  inventory will diminish over
the next few years thereby reducing  negative  operating cash flow and improving
the Company's  ability to repay debt. Net cash used in investing  activities was
$62,989 in the first three months of fiscal 1999, compared with $153,101 used by
the Company in investing  activities  in the same period of fiscal  1998.  These
expenditures  were mainly for purchases of equipment  for the new  manufacturing
facility in Wilsonville. Financing activities used cash of $399,288 in the first
three months of fiscal 1999 as the net result of  repayments  on the bank credit
line,  repayments on capital lease obligations,  and repayments the repayment of
long term debt.  This  compares  to cash  provided of  $484,983  from  financing
activities in the same period of fiscal 1998.

  Due to a September  16,  1996  increase in the  interest  rate  charged by our
former  lender,  the Company  negotiated a larger and more  favorable  four year
financing  agreement  with another  lender  effective  December 1, 1996. The new
financing  agreement  includes  interest at prime plus 2.0% (10.5% at August 31,
1998) (which will  decrease each year if certain  financial  ratios are met) and
also allows the Company to borrow  against both  equipment and inventory as well
as accounts  receivable.  Proceeds from the new financing agreement were used to
pay off all outstanding  debt from the prior lender and will provide  additional
funds for  growth.  The Company  believes  the  improvement  in  available  cash
financing will allow it to achieve  significant  manufacturing cost efficiencies
and much needed  improvements  in MIS systems which were not possible  under its
previous loan agreement.  Management expects any investments made in these areas
will payback in one to two years.

  As part of the financing  agreement,  the Company  obtained a new bank line of
credit that has a current  maturity date of November 30, 2000.  Although the due
date for the facility is November 30, 2000,  the  borrowings  are  classified as
current as the Company  initiates  repayments  and borrowings on a regular (near
daily)  basis  throughout  the year  This  new  line of  credit  is  secured  by
substantially  all of the assets of the Company.  The available amount under the
line of credit is based upon 80% to 85% of the eligible accounts  receivable and
30% to 40% of eligible  inventory at the end of each  reporting  period,  not to
exceed $2.5  million.  The Company also  borrowed  $400,000 on December 1, 1996,
under a new four year term loan  secured by eligible  operating  equipment.  The
rate of interest  charged on the line is prime plus 2.0% and will  decrease each
year if the Company meets  certain  financial  ratios.  This loan will be repaid
primarily out of the Company's future receivable collections.







                                     - 11 -
<PAGE>
The Company's borrowing structure at August 31, 1998 was as follows:
<TABLE>
<CAPTION>
Third Party Long Term Borrowings:
                                                                 Long-Term   Current-Portion
                                                                -----------  ---------------
<S>                                                             <C>          <C>
  Revolving credit line at prime plus 2.0% (10.5% at August 31,
     1998) due November 30, 2000                                 $     -       $  1,687,508
  Note payable at 12%, due April 2000                               60,589           17,498
  Note payable at prime plus 2.0% (10.5% at August 31, 1998)
     due November 30, 2000                                         133,312          100,008
  Capital Lease Obligations, due now through July 1999             106,601           81,302
  Note payable at 6%, due May 2005                                  60,000           10,000
  Trade A/P converted to notes payable at 6%, due February 2001    297,673          120,076
                                                                 ----------    -------------
  Total third party long term borrowings$                          658,175     $  2,016,392

Related Party Long Term Borrowings:

  Ethel Wildt Note payable at prime plus 1% (9.5% at August 31,
     1998) due November 1998                                     $     -       $      3,229
  Ron Torland Note payable at 10% due January 1998                     -             10,000
  Ron Torland Note payable at prime plus 1% (9.5% at August 31,
     1998) due December 1999                                        35,820           11,679
  Mary Brown 8% Note due May 2000                                   21,630           25,737
  Trade A/P converted to notes payable at 6% due February 2001      47,130           19,708
                                                                 ----------    -------------
  Total related party long term borrowings                       $ 104,580     $     70,353
                                                                 ----------    -------------


Related Party Notes Payable:

  Demand Notes                                                   $     -       $    247,551
                                                                 ----------    -------------
Total long term borrowings and notes payable                     $ 762,755     $  2,334,296
                                                                 ==========    =============
</TABLE>

II.  OTHER INFORMATION

Item 1.  Legal Proceedings

  There are no material or substantive  claims pending or threatened against the
Company.  The Company is,  however,  currently  engaged in discussions  with one
purchaser  concerning  product  quality and has notified  its product  liability
insurance carrier or these discussions.


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

  There were no  matters  submitted  to a vote of  security  holders  during the
quarter ended August  31,1998.  The Company will hold its annual  meeting at its
Wilsonville, Oregon facility on December 3, 1998.


                                     - 12 -
<PAGE>
Item 6.  Exhibits and Reports on Form 8-K

  No 8-K filings were made during the quarter ended August 31, 1998.


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.



                                     PML, INC.
                                     (Registrant)


Date:  October 20, 1998               By:  /s/ Kenneth L. Minton
       ----------------                    -------------------------------------
                                           Kenneth L. Minton
                                           President and Chief Executive Officer


























                                     - 13 -

<TABLE> <S> <C>

<ARTICLE>                     5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>               MAY-31-1999               
<PERIOD-END>                    AUG-31-1998               
<CASH>                                       152,033
<SECURITIES>                                       0
<RECEIVABLES>                              2,150,574
<ALLOWANCES>                                  31,141
<INVENTORY>                                2,085,750
<CURRENT-ASSETS>                           4,725,926
<PP&E>                                     4,560,165
<DEPRECIATION>                             2,846,488
<TOTAL-ASSETS>                             6,578,114
<CURRENT-LIABILITIES>                      4,858,048
<BONDS>                                      762,755
                              0
                                  703,537
<COMMON>                                      19,920
<OTHER-SE>                                   233,854
<TOTAL-LIABILITY-AND-EQUITY>               6,578,114
<SALES>                                    3,597,242
<TOTAL-REVENUES>                           3,597,242
<CGS>                                      2,142,917
<TOTAL-COSTS>                              2,142,917
<OTHER-EXPENSES>                           1,341,405
<LOSS-PROVISION>                              13,539
<INTEREST-EXPENSE>                            85,473
<INCOME-PRETAX>                               13,908
<INCOME-TAX>                                   7,210
<INCOME-CONTINUING>                            6,698
<DISCONTINUED>                                     0
<EXTRAORDINARY>                                    0
<CHANGES>                                          0
<NET-INCOME>                                   6,698
<EPS-PRIMARY>                                   0.00
<EPS-DILUTED>                                   0.00
        

</TABLE>


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