PML INC
10QSB, 1998-04-13
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 FEBRUARY 28, 1998


                           Commission File No. 0-21816


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

               Delaware                                      93-1116123
   -------------------------------                     ----------------------
   (State or other jurisdiction of                     (I.R.S. Employer 
   incorporation or organization)                      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  March 31, 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                    12

          Signatures                                                      12
<PAGE>
                          Part I. FINANCIAL INFORMATION



                          Item 1. Financial Statements

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


                                    PML, INC.
                           For the Third Quarter Ended
                                February 28, 1998














                                     - 2 -
<PAGE>
<TABLE>
<CAPTION>
PML, INC.
CONSOLIDATED BALANCE SHEETS
                                                                           Unaudited
                                                                          February 28,             May 31,
Assets                                                                        1998                  1997
                                                                         --------------        --------------
<S>                                                                      <C>                   <C>
Current Assets:
  Cash                                                                   $      30,983         $      74,410
  Trade accounts receivable, less allowance for doubtful                     2,129,911             1,773,446
    accounts of $71,616 and $81,609
  Inventories:
     Raw Materials                                                             993,302               756,388
     Work in Process                                                            37,160                 4,583
     Finished Goods                                                            773,399               699,093
  Deferred income taxes                                                        277,200               318,854
  Prepaid expenses and other current assets                                     33,206                70,669
                                                                         --------------        --------------

     Total Current Assets                                                    4,275,161             3,697,443

Property, plant and equipment - net                                          1,808,669             1,717,951
Intangible assets - net                                                         57,573                64,801
Other assets                                                                    89,069                83,554
                                                                         --------------        --------------

          Total Assets                                                   $   6,230,472         $   5,563,749
                                                                         ==============        ==============


Liabilities and Stockholders' Equity

Current Liabilities:
  Accounts payable                                                       $   1,145,610         $   1,054,462
  Accrued salaries and wages                                                   178,595               375,249
  Accounts payable - related parties                                               773                 2,175
  Other accrued liabilities                                                    328,984               364,076
  Notes payable - related parties                                              247,551               247,550
  Bank line of credit                                                        2,008,129             1,248,928
  Current portion of borrowings - related parties                               66,641                69,073
  Current portion of borrowings                                                301,723               236,717
                                                                         --------------        --------------

     Total Current Liabilities                                               4,278,006             3,598,230
                                                                         --------------        --------------


Borrowings - related parties less current portion                              135,573               164,958
Borrowings, less current portion                                               851,560               890,753
                                                                         --------------        --------------
     Total Borrowings. less current portion                                    987,133             1,055,711
                                                                         --------------        --------------


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                     678,584               641,561
  Common stock, $.01 par value; authorized 2,500,000 shares,
    issued and outstanding 1,780,441 and 1,776,816 shares respectively          17,804                17,768
  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               144,701
  Accumulated Equity                                                           120,289               103,662
                                                                         --------------        --------------
     Total Stockholders' Equity                                                965,333               909,808
                                                                         --------------        --------------
          Total Liabilities and Stockholders' Equity                     $   6,230,472         $   5,563,749
                                                                         ==============        ==============
</TABLE>

The accompanying notes are an integral part of this statement.



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





                                      For The Three Months Ended          For The Nine Months Ended
                                             February 28,                        February 28,
                                        1998              1997              1998              1997
                                   --------------    --------------    --------------    --------------
<S>                                <C>               <C>               <C>               <C>
Net sales                          $   3,472,101     $   3,280,227     $  10,437,597     $   9,907,332

Cost of goods sold                     2,093,037         1,955,143         6,385,122         6,088,873
                                   --------------    --------------    --------------    --------------

     Gross profit                      1,379,064         1,325,084         4,052,475         3,818,459

Selling, general, and
  administrative expenses              1,259,573         1,139,589         3,680,858         3,381,179
                                   --------------    --------------    --------------    --------------

Operating income                         119,491           185,495           371,617           437,280

Other expense (income):
  Interest expense                        88,356            73,064           253,117           210,054
  Other                                  (10,426)            9,794            19,325            (1,792)
                                   --------------    --------------    --------------    --------------
     Total other expense                  77,930            82,858           272,442           208,262
                                   --------------    --------------    --------------    --------------

Income before income taxes                41,561           102,637            99,175           229,018

Income tax expense                        17,518             2,264            45,525             9,328
                                   --------------    --------------    --------------    --------------

Net income                         $      24,043     $     100,373     $      53,650     $     219,690
                                   ==============    ==============    ==============    ==============


Net income per share - basic       $        0.01     $        0.04     $        0.01     $        0.09
                                   ==============    ==============    ==============    ==============

Net income per share - diluted     $        0.01     $        0.04     $        0.01     $        0.09
                                   ==============    ==============    ==============    ==============

</TABLE>







The accompanying notes are an integral part of this statement.


                                     - 4 -

<PAGE>
<TABLE>
<CAPTION>
PML, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY                                                                       Unaudited


                                                      Class A                                           Retained   
                                                    Convertible                  Class B  Additional    Earnings
                                                     Preferred        Common     Common    Paid-in    (Accumulated
                                                      Shares          Shares     Shares    Capital       Deficit)       Total
                                                    ---------------------------------------------------------------------------
<S>                                                 <C>            <C>         <C>         <C>         <C>           <C>       
Balance, May 31, 1995                               $   580,820    $  14,497   $   2,116   $       -   $ (673,623)   $ (76,190)
  Common Stock returned and canceled                          -          (27)          -          27            -            -
  Preferred Stock dividends accreted                     49,500            -           -           -      (49,500)           -
  Stock issued to employees as compensation                   -        1,870           -      68,255            -       70,125
  FY 1995 401k stock match issued in FY 1996                  -          432           -      40,069            -       40,501
  Conversion of accreted dividends to Common Stock      (37,346)         996           -      36,350            -            -
  Net income                                                  -            -           -           -      206,001      206,001
                                                    ---------------------------------------------------------------------------
Balance, May 31, 1996                               $   592,974    $  17,768   $   2,116   $ 144,701    $(517,122)   $ 240,437
                                                    ===========================================================================


Balance, May 31, 1996                               $   592,974    $  17,768   $   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                               $   641,561    $  17,768   $   2,116   $ 144,701    $ 103,662    $ 909,808
                                                    ===========================================================================


Balance, May 31, 1997                               $   641,561    $  17,768   $   2,116   $ 144,701    $ 103,662    $ 909,808
  Preferred Stock dividends accreted                     37,023            -           -           -      (37,023)           -
  Common Stock returned and cancelled                         -           (1)          -           1            -            -
  Stock options exercised                                     -           37           -       1,838            -        1,875
  Net income                                                  -            -           -           -       53,650       53,650
                                                    ---------------------------------------------------------------------------
Balance, February 28, 1998                          $   678,584    $  17,804   $   2,116   $ 146,540    $ 120,289    $ 965,333
                                                    ===========================================================================

</TABLE>












The accompanying notes are an integral part of this statement.



                                     - 5 -
<PAGE>
<TABLE>
<CAPTION>
PML, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                               For The Nine Months Ended
                                                                                      February 28,
                                                                                 1998              1997
                                                                            -------------------------------
<S>                                                                         <C>               <C>
Cash Flows from Operating Activities:
     Net  income                                                            $     53,650      $    219,690
     Adjustments to reconcile net income to
            net cash provided by (used in) operating activities:
         Depreciation and amortization                                           261,442           204,497
         Gain on sale of equipment                                               (26,893)           13,183
         Changes in:
            Accounts receivable                                                 (356,465)          (57,749)
            Inventories                                                         (343,797)           75,745
            Deferred income taxes                                                 41,654                 -
            Other assets                                                          35,889           (88,503)
            Accounts payable and accrued liabilities                            (141,999)         (174,383)
                                                                            -------------     -------------
            Total adjustments                                                   (530,169)          (27,210)
                                                                            -------------     -------------
         Net cash (used in) provided by operating activities                    (476,519)          192,480

Cash Flows from Investing Activities:
     Proceeds from sale of assets                                                 33,462            16,517
     Purchase of property, plant and equipment                                  (355,442)         (170,789)
                                                                            -------------     -------------
         Net cash used in investing activities                                  (321,980)         (154,272)

Cash Flows from Financing Activities:
     Net proceeds (repayment) of bank credit line                                759,201          (103,227)
     Proceeds from issuance of notes payable                                      70,828           167,532
     Repayment of notes payable                                                   (8,254)         (175,597)
     Proceeds from issuance of long-term debt                                    149,864           505,082
     Repayment of long-term debt                                                (218,442)         (368,526)
     Proceeds from issuance of common stock                                        1,875                 0
                                                                            -------------     -------------
         Net cash provided by financing activities                               755,072            25,264
                                                                            -------------     -------------
(Decrease)/increase in cash                                                      (43,427)           63,472

Cash at beginning of period                                                       74,410             9,887
                                                                            -------------     -------------

Cash at end of period                                                       $     30,983      $     73,359
                                                                            =============     =============


Supplemental Disclosures:
     Interest paid                                                          $    275,803      $    330,099
     Income tax paid                                                              16,723            13,191
     Non Cash Items:
         Preferred stock dividends accreted                                       37,023            36,138
         Accounts payable exchanged for long-term debt and notes payable               -             5,981
         Common Stock returned and cancelled                                           1                 -


</TABLE>
The accompanying notes are an integral part of this statement.

                                      - 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 February  28, 1998,  and for the periods 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, 1997,  contained in the Company's Form 10-KSB, filed with the
Commission  pursuant to the Securities  Exchange Act of 1934.  Operating results
for the nine month period ended February 28, 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
1997  financial  statements  to conform to the fiscal  1998  presentation.  Such
reclassifications  did not have any  effect on the net  income or  stockholders'
equity reported in fiscal 1997.

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). Potential conversion of Class A Convertible Preferred Shares into 242,351
and 224,704 common shares in 1997 and 1996,  respectively,  has not been assumed
in the diluted EPS calculation as the effect would have been  anti-dilutive  for
all periods presented.







                                     - 7 -
<PAGE>
<TABLE>
<CAPTION>

                                                      Information Needed to Calculate Basic Earnings Per Share

                                                      For The Three Months Ended    For The Nine Months Ended
                                                             February 28,                  February 28,
                                                          1998          1997            1998         1997
                                                    --------------------------    --------------------------
<S>                                                   <C>            <C>            <C>            <C>
Numerator
- ---------
Net income                                            $   24,043     $  100,373     $   53,650     $  219,690
Preferred stock dividends accreted                       (12,476)       (12,006)       (37,023)       (36,138)
                                                      -----------    -----------    -----------    -----------
Net income after accretion of dividends               $   11,567     $   88,367     $   16,627     $  183,552
                                                      ===========    ===========    ===========    ===========

Denominator
- -----------
Average number of common shares outstanding            1,780,441      1,776,816      1,778,277      1,776,816
Average number of Class B common stock outstanding       211,551        211,551        211,551        211,551
                                                      -----------    -----------    -----------    -----------

Average shares used in basic EPS calculation           1,991,992      1,988,367      1,989,828      1,988,367
                                                      ===========    ===========    ===========    ===========



                                                      Information Needed to Calculate Basic Earnings Per Share

                                                      For The Three Months Ended    For The Nine Months Ended
                                                             February 28,                  February 28,
                                                          1998          1997            1998         1997
                                                      --------------------------    --------------------------
Numerator
- ---------
Net income                                            $   24,043     $  100,373     $   53,650     $  219,690
Preferred stock dividends accreted                      (12,476)        (12,006)       (37,023)       (36,138)
                                                      -----------    -----------    -----------    -----------
Net income after accretion of dividends               $   11,567     $   88,367     $   16,627     $  183,552
                                                      ===========    ===========    ===========    ===========

Denominator
- -----------
Average number of common shares outstanding            1,780,441      1,776,816      1,778,277      1,776,816
Average number of Class B common stock outstanding       211,551        211,551        211,551        211,551
Effect of common stock equivalents                       266,481         75,000        244,001         67,047
                                                      -----------    -----------    -----------    -----------

Average shares used in diluted EPS calculation         2,258,473      2,063,367      2,233,829      2,055,414
                                                      ===========    ===========    ===========    ===========

</TABLE>













                                     - 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 the  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 need to ensure that its operations  will not be
adversely  impacted by Year 2000  software  failures.  The Company is addressing
this issue to ensure the availability and integrity of its financial  systems as
well as the  reliability  of its  operational  systems.  The  Company has nearly
completed  installation of a complete new MIS system that the vendor  represents
to be fully Year 2000 compliant and will continue to make certain investments in
its  software  systems  and  applications  to ensure  the  Company  is Year 2000
compliant.   The  financial  impact  (outside  of  previously   planned  systems
improvements) has not been and is not anticipated to be material.

Results of Operations
Nine Months Ended February 28, 1998 Compared to February 28, 1997

     Net  sales  for  the  nine  months  ended   February  28,  1998   increased
approximately  5.4% to $10,437,597 from $9,907,332 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 6.8% higher than last
year but was  unfavorably  reduced  about  $140,000 by a 2.3%  reduction  in the
average  Canadian  dollar  exchange rate which impacts over 41% of total Company
sales.  The Company's  management is very  encouraged  with the favorable  trend
showing that the net sales erosion of the past few years has been reversed.

     During the nine  months  ended  February  28,  1998 as compared to the same
period in the prior year,  cost of goods sold (COGS)  increased  nearly $300,000
and selling,  general, and administrative  (SG&A) expenses also increased almost
$300,000. These increases were due primarily to the significant expense that the
Company incurred through internal  investing in several areas which are expected
to improve  its long term  growth and  profitability.  These  investments  which
impact both COGS and SG&A  expenses  include  expenditures  to implement new MIS
software  later this year,  larger than normal  expenses for the  development of
five new product lines,  start-up costs to consolidate  three Oregon  facilities
into one modern Oregon  facility in June 1997,  launch costs for a number of new
OEM and distributor relationships,  the successful defense of a lawsuit filed by
a former  employee,  accrued costs for the planned  closure of a small  Canadian
manufacturing  facility,  launch  costs  for  a  complete  marketing  literature
campaign, and start-up costs for a new Inside Sales program.

     Gross  profit  improved  to 38.8% of net  sales  in the nine  months  ended
February 28, 1998 compared to 38.5% in the prior year. This improvement  results
from decreased sales of lower margin commodity-type products, increased sales of
higher margin specialty products,  new Distributor  relationships,  and improved
operating  efficiencies  resulting  from the June  1997  consolidation  of three
Oregon  locations  into a single  modern  nearly  45,000 square foot building in
Wilsonville,  Oregon.  Management believes that there have been no other changes
in its sales or  operations  that would  materially  affect  gross  profit.  The
Company continues to experience  pricing 

                                     - 9 -

<PAGE>
pressure resulting from competition and from other cost containment  measures in
the health care industry,  but it has been working to adjust its product mix and
marketing focus towards less competitive, higher profit, products and markets.

     Selling, general and administrative expense was 35.3% of sales for the nine
months ended  February 28, 1998 compared to 34.1% in the same period a year ago.
While a 0.7% reduction was achieved in payroll expense,  it was offset by a 1.6%
increase in marketing  expenditures to aggressively  promote PML products,  open
new  distribution  channels,  implement a new Year 2000 compliant MIS system,  a
$35,000 legal  expenditure to successfully  defend a lawsuit brought by a former
employee  and  expenses  to launch a new Inside  Sales  department.  Total other
expense  increased  to 2.6% of sales  in the  first  nine  months  of this  year
compared to 2.1% in the first nine months of last year.  Other expense  consists
mainly of interest expense and Canadian currency exchange gain or loss. Exchange
gains or losses  cannot be  forecasted  with any  degree  of  accuracy  but have
generated a $39,000  loss this year  compared to a $3,000 loss last year for the
same period.

     The  Company  recorded  net  income of $53,650  for the first  nine  months
compared  to net  income of  $219,690  during the same  period a year ago.  On a
pre-tax basis the Company  recorded  income of $99,175 for the first nine months
of this year  compared to $229,018  for the same period a year ago.  The smaller
difference between net income and pre-tax income last year compared to this year
reflects the recognition of benefit from a partially reserved deferred tax asset
last year which  eliminated  the need to book any federal  income tax liability.
Since the benefit  from the deferred  tax asset has been fully  recognized,  the
estimated  Federal,  State,  Canadian and Provincial tax provisions more closely
reflect the current  statutory tax rates..  The net income was $0.01 per diluted
share for the first nine months ended  February 28, 1998  compared to net income
of $0.09 per diluted share during the same period a year ago. As stated earlier,
the Company's reduced profitability in the first nine months of this fiscal year
reflects the start up expenses associated with the new Wilsonville manufacturing
and corporate headquarters location, larger exchange, loss legal expenses, and a
heavy  investment in marketing  programs which more than offset the  significant
improvements  that have been made in  reducing  normal  manufacturing  costs and
operating costs.

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 February 28,
1998 the Company had negative  working  capital of $2,845 compared with positive
working  capital  of  $99,213 at May 31,  1997.  The ratio of current  assets to
current  liabilities  decreased to 1.00 at February 28, 1998 compared to 1.03 at
May 31,  1997.  Quick  liquidity  (current  assets less  inventories  to current
liabilities)  was .58 at February 28, 1998 and .62 at May 31, 1997. This decline
reflects increased borrowings to finance capital purchases.

     The twelve-month  average  collection period for trade receivables was 51.5
days at February 28, 1998,  compared with 49.4 days at May 31, 1997. This slight
increase  reflects  both  seasonality  and some slow down in payments  from east
coast clinical customers.

     Net cash used by operating activities was $476,519 in the first nine months
of fiscal 1998  compared with net cash provided of $192,480 in the same period a
year ago.  Approximately  $343,797  of the cash used in fiscal  1998 was for the
planned  increase of inventories  to support the higher level of sales.  Another
$356,465  of the cash used was for the  increase  in  accounts  receivable  also
mainly due to increased  sales levels.  These two uses were partially  offset by
$261,442  of  adjustments  for  depreciation  and   amortization.   The  Company
anticipates  that the need to increase  inventory and accounts  receivable  will
diminish over the next few years thereby reducing  negative  operating cash flow
and improving the  Company's  ability to repay debt. In fiscal 1997,  nearly the
entire  operating  cash was provided  from net income  before  depreciation  and
amortization.  Net cash used in investing  activities  was $321,980 in the first
nine  months of fiscal  1998,  compared  with  $154,272  used by the  Company in
investing  activities in the same period of 1997. These expenditures were mainly
for  purchases  of  property,  plant  and  equipment  for the new  manufacturing
facility in Wilsonville and  expenditures for an integrated MIS reporting system
that is scheduled to be in place later this year.  Financing activities provided
cash of  $755,072  in the first nine  months of fiscal 1998 as the net result of
draws on the bank  credit  line and  repayments  on notes  payable  and the bank
credit line. This compares to cash provided of $25,264 from financing activities
in the same period of fiscal 1997.

                                     - 10 -

<PAGE>
     As a result of the Company's  unused net  operating  loss from prior years,
the Company will not have to pay any significant  income tax amounts for several
years.

     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 February 28,
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.

The Company's borrowing structure at February 28, 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 February 28,
         1998) due November 30, 2000                                             $       -         $ 2,008,129
     Note payable at 12%, due April 2000                                              70,797            15,529
     Note payable at prime plus 2.0% (10.5% at February 28, 1998)
         due November 30, 2000                                                       183,316           100,008
     Capital Lease Obligations, due now through July 1999                            132,754           105,270
     Note payable at 6%, due May 2005                                                 70,000            10,000
     Trade A/P converted to notes payable at 6%, due February 2001                   394,693            70,916
                                                                                 ------------      ------------

     Total third party long term borrowings                                      $   851,560       $ 2,309,852
                                                                                 ------------      ------------

Related Party Long Term Borrowings:

     Ethel Wildt Note payable at prime plus 1% (9.5% at February 28,
         1998) due November 1998                                                 $       -         $     9,462
     Ron Torland Note payable at 10% due January 1998                                    -              10,000
     Ron Torland Note payable at prime plus 1% (9.5% at February 28,
         1998) due December 1999                                                      35,821            11,679
     Mary Brown 8% Note due May 2000                                                  35,807            23,923
     Trade A/P converted to notes payable at 6% due February 2001                     63,945            11,577
                                                                                 ------------      ------------

     Total related party long term borrowings                                    $   135,573       $    66,641
                                                                                 ------------      ------------



                                     - 11 -

<PAGE>
Related Party Notes Payable:

     Demand Notes                                                                $         -       $   247,551
                                                                                 ------------      ------------

Total long term borrowings and notes payable                                     $   987,133       $ 2,624,044
                                                                                 ============      ============
</TABLE>

II.  OTHER INFORMATION

Item 1.   Legal Proceedings

     There are no material or substantive  claims pending or threatened  against
the Company.


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 February 28, 1998.


Item 6.   Exhibits and Reports on Form 8-K

     No 8-K filings were made during the quarter ended February 28, 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:    April 13, 1998               By:  /s/ Kenneth L. Minton
         -----------------------           ---------------------
                                           Kenneth L. Minton
                                           President and Chief Executive Officer













                                     - 12 -

<TABLE> <S> <C>

<ARTICLE>                     5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                              MAY-31-1997
<PERIOD-END>                                   FEB-28-1998
<CASH>                                             30,983
<SECURITIES>                                            0
<RECEIVABLES>                                   2,201,527
<ALLOWANCES>                                       71,616
<INVENTORY>                                     1,803,861
<CURRENT-ASSETS>                                4,275,161
<PP&E>                                          4,482,790
<DEPRECIATION>                                  2,674,121
<TOTAL-ASSETS>                                  6,230,472
<CURRENT-LIABILITIES>                           4,278,006
<BONDS>                                           987,133
                                   0
                                       678,584
<COMMON>                                           19,920
<OTHER-SE>                                        266,829
<TOTAL-LIABILITY-AND-EQUITY>                    6,230,472
<SALES>                                        10,437,597
<TOTAL-REVENUES>                               10,437,597
<CGS>                                           6,385,122
<TOTAL-COSTS>                                   6,385,122
<OTHER-EXPENSES>                                3,680,866
<LOSS-PROVISION>                                   19,317
<INTEREST-EXPENSE>                                253,117
<INCOME-PRETAX>                                    99,175
<INCOME-TAX>                                       45,525
<INCOME-CONTINUING>                                53,650
<DISCONTINUED>                                          0
<EXTRAORDINARY>                                         0
<CHANGES>                                               0
<NET-INCOME>                                       53,650
<EPS-PRIMARY>                                        0.01
<EPS-DILUTED>                                        0.01
        

</TABLE>


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