CADE INDUSTRIES INC
10-Q, 1998-08-13
AIRCRAFT ENGINES & ENGINE PARTS
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<PAGE>
 
                                   FORM 10-Q
                                   ---------

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

(Mark One)

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

For the quarterly period ended       June 30, 1998
                               --------------------------

                                       OR

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

For the transition period from __________________ to ____________________

Commission file number       0-12808
                       --------------------- 

                             Cade Industries, Inc.
           --------------------------------------------------------
            (Exact name of registrant as specified in its charter)

           Wisconsin                               39-1371038
- ---------------------------------           ------------------------
  (State or other jurisdiction                  (I.R.S. Employer
of incorporation or organization)              Identification No.)

            2365 Woodlake Drive, Suite 120, Okemos, Michigan 48864
            ------------------------------------------------------
                   (Address of principal executive offices)
                                  (Zip Code)

                                (517) 347-1333
             ------------------------------------------------------
              (Registrant's telephone number, including area code)

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

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter periods 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 CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.

            Common stock, $0.001 Par Value--21,968,627 shares as of
                                August 6, 1998
<PAGE>
 
                                     INDEX
                                        
                             CADE INDUSTRIES, INC.
                             ---------------------

<TABLE>
<CAPTION>
                                                                            PAGE
<S>                                                                         <C>

PART I - FINANCIAL INFORMATION
- ------------------------------
 
Item 1. Financial Statements
 
     Condensed Consolidated Balance Sheets                                   1
 
     Condensed Consolidated Statements of
       Income for the three months ended
       June 30, 1998 and 1997                                                3
 
     Condensed Consolidated Statements of Income
       for the Six Months Ended June 30, 1998
       and 1997                                                              4
 
     Condensed Consolidated Statements of Cash Flows
       for the six months ended June 30, 1998
       and 1997                                                              5
 
     Notes to Condensed Consolidated Financial
       Statements                                                            6
 
Item 2. Management's Discussion and Analysis of
          Financial Condition and Results of
          Operations                                                         9
 
Item 3. Quantitative and Qualitative Disclosures About
          Market Risk                                                       11
 
PART II - OTHER INFORMATION
- ---------------------------
 
Item 1. Legal Proceedings                                                   12
 
Item 2. Changes in Securities and Use of Proceeds                           12
 
Item 4. Submission of Matters to a Vote of Security Holders                 12
 
Item 5. Other Information                                                   12
 
Item 6. Exhibits and Reports on Form 8-K                                    13
</TABLE>
<PAGE>

PART I, ITEM 1 - FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS

CADE INDUSTRIES, INC.

<TABLE>
<CAPTION>
                                                                    June 30,
                                                                     1998                  December 31,
                                                                  (Unaudited)                 1997*
                                                                  ------------             ------------
<S>                                                                <C>                     <C>
ASSETS

CURRENT ASSETS
  Cash and cash equivalents                                        $   157,870             $ 1,093,176
  Trade accounts receivable - net                                   13,178,254              12,687,969
  Costs and estimated earnings in excess
     of billings on uncompleted contracts                            2,430,187               2,053,922
  Inventories:
    Finished goods and work in progress                              8,514,532               7,227,176
    Materials and supplies                                           7,525,128               6,571,791
                                                                   -----------             -----------
                                                                    16,039,660              13,798,967

  Deferred income taxes                                              1,154,000               1,154,000
  Prepaid expenses and other current assets                            785,416                 413,132
                                                                   -----------             -----------
            TOTAL CURRENT ASSETS                                    33,745,387              31,201,166

PROPERTY, PLANT AND EQUIPMENT
  Land and improvements                                                737,365                 737,365
  Buildings                                                          6,959,870               6,934,411
  Machinery and equipment                                           12,294,334              11,430,507
  Tooling                                                           12,660,765              12,447,568
                                                                   -----------             -----------
                                                                    32,652,334              31,549,851
  Less accumulated depreciation and amortization                    14,618,416              13,887,690
                                                                   -----------             -----------
                                                                    18,033,918              17,662,161
INTANGIBLE AND OTHER ASSETS
  Goodwill - net                                                     5,431,103               5,552,849
  Other assets                                                         228,115                 153,715
                                                                   -----------             -----------
                                                                     5,659,218               5,706,564
                                                                   -----------             -----------
                                                                   $57,438,523             $54,569,891
                                                                   ===========             ===========
</TABLE>

                                       1

                                                                     (Continued)
<PAGE>
 
CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)
 
CADE INDUSTRIES, INC.

<TABLE> 
<CAPTION>  
                                                                   June 30,
                                                                    1998                 December 31,
                                                                 (Unaudited)                1997*
                                                                 -----------              -----------
<S>                                                       <C>                       <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
 
CURRENT LIABILITIES
  Note payable to bank                                           $   850,000              $ 1,460,000
  Current portion of long-term debt                                2,968,609                3,012,998
  Trade accounts payable                                           4,455,747                5,190,782
  Employee compensation and amounts withheld                       2,077,940                2,471,638
  Billings in excess of costs and estimated
    earnings on uncompleted contracts                              8,168,628                5,626,388
  Accrued expenses                                                 2,493,617                1,609,611
  Accrued income taxes                                               649,860                  395,088
                                                                 -----------              -----------
        TOTAL CURRENT LIABILITIES                                 21,664,401               19,766,505
 
LONG-TERM DEBT                                                     9,525,556               10,682,554
 
DEFERRED INCOME TAXES                                                788,000                  788,000
 
SHAREHOLDERS' EQUITY
  Preferred Stock, 10% cumulative, non-voting,
    stated value $300 per share; authorized 500
    shares, none issued
  Common Stock, par value $.001 per share;
    authorized 100,000,000 shares, issued
    22,348,859 shares (22,238,859 shares in 1997)                     22,349                   22,239
  Additional paid-in capital                                       9,491,975                9,360,968
  Retained earnings                                               16,473,695               14,475,571
                                                                 -----------              -----------
                                                                  25,988,019               23,858,778
  Less cost of Common Stock in treasury
     (310,232 and 350,055 shares in 1998 and
     1997, respectively)                                             527,453                  525,946
                                                                 -----------              -----------
                                                                  25,460,566               23,332,832
                                                                 -----------              -----------
                                                                 $57,438,523              $54,569,891
                                                                 ===========              ===========
</TABLE> 
 
 *  The balance sheet at December 31, 1997 has been derived from the audited
    financial statements at that date.

See notes to condensed consolidated financial statements.

                                       2
<PAGE>
 
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
CADE INDUSTRIES, INC.
<TABLE> 
<CAPTION> 
 
                                                                           Three Months Ended
                                                                                 June 30
                                                                   ------------------------------------
                                                                      1998                     1997
                                                                   -----------              ----------- 
<S>                                                                <C>                      <C>
Sales                                                              $24,098,408              $12,952,885
Operating expenses:
  Cost of sales                                                     18,752,711                9,826,307
  Selling, general and administrative expenses                       3,542,038                2,149,744
                                                                   -----------              ----------- 
                                                                    22,294,749               11,976,051
                                                                   -----------              ----------- 
  INCOME FROM OPERATIONS                                             1,803,659                  976,834
Interest expense - net                                                 325,972                  190,891
                                                                   -----------              ----------- 
  INCOME BEFORE INCOME TAXES                                         1,477,687                  785,943
Income taxes                                                           398,000                  248,000
                                                                   -----------              ----------- 
  NET INCOME                                                       $ 1,079,687              $   537,943
                                                                   ===========              ===========
  NET INCOME PER SHARE
     Basic                                                         $      0.05              $      0.02
     Diluted                                                              0.05                     0.02
</TABLE>

See notes to condensed consolidated financial statements.

                                       3
<PAGE>
 
 
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
CADE INDUSTRIES, INC.
<TABLE> 
<CAPTION> 
 
                                                                            Six Months Ended
                                                                                 June 30
                                                                   ------------------------------------
                                                                      1998                     1997
                                                                   -----------              ----------- 
<S>                                                                <C>                      <C>
Sales                                                              $46,011,756              $25,308,442
Operating expenses:
  Cost of sales                                                     35,390,047               19,202,420
  Selling, general and administrative expenses                       7,129,456                4,253,579
                                                                   -----------              ----------- 
                                                                    42,519,503               23,455,999
                                                                   -----------              ----------- 
  INCOME FROM OPERATIONS                                             3,492,253                1,852,443
Interest expense - net                                                 654,129                  376,057
                                                                   -----------              ----------- 
  INCOME BEFORE INCOME TAXES                                         2,838,124                1,476,386
Income taxes                                                           840,000                  467,000
                                                                   -----------              ----------- 
  NET INCOME                                                       $ 1,998,124              $ 1,009,386
                                                                   ===========              ===========
  NET INCOME PER SHARE
     Basic                                                         $      0.09              $      0.05
     Diluted                                                              0.09                     0.05
</TABLE>

See notes to condensed consolidated financial statements.

                                       4

<PAGE>
 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
CADE INDUSTRIES, INC.

<TABLE> 
<CAPTION>  
                                                                             Six Months Ended June 30
                                                                    ------------------------------------------
                                                                        1998                           1997
                                                                        ----                           ----
<S>                                                                 <C>                             <C>
NET CASH PROVIDED BY (USED IN):

OPERATING ACTIVITIES                                                $ 2,302,347                     $   657,255

INVESTING ACTIVITIES
  Additions to property, plant and equipment                         (1,577,475)                     (1,420,473)
  Other                                                                                                 (36,625)
                                                                    -----------                     -----------
                                                                     (1,577,475)                     (1,457,098)

FINANCING ACTIVITIES
  Increase (decrease) in note payable to bank                          (610,000)                        960,000
  (Payments) of long-term debt - net of new
    borrowing proceeds                                               (1,201,387)                        (30,869)
  Exercise of stock options                                              93,125                           3,828
  Purchase of common stock for treasury                                 (28,910)                       (127,268)
  Other                                                                  86,994                          63,722
                                                                    -----------                     -----------
                                                                     (1,660,178)                        869,413
                                                                    -----------                     -----------

INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                                                     (935,306)                         69,570

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD                                                 1,093,176                          21,606
                                                                    -----------                     -----------

CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                                                     $   157,870                     $    91,176
                                                                    ===========                     ===========
</TABLE>

See notes to condensed consolidated financial statements.

                                       5
<PAGE>
 
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             CADE INDUSTRIES, INC.

                                 JUNE 30, 1998

NOTE A -- BASIS OF PRESENTATION
- -------------------------------

The condensed consolidated financial statements as of and for the three and six
month periods ended June 30, 1998 and 1997, have been prepared by the Company
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission.  In the opinion of management, such condensed consolidated
financial statements reflect all adjustments necessary (consisting only of
normal recurring accruals) for a fair presentation.  For further information,
refer to the consolidated financial statements and footnotes thereto included in
the Company's annual report on Form 10-K for the year ended December 31, 1997.

NOTE B -- EARNINGS PER SHARE
- ----------------------------

The following table sets forth the computation of basic and diluted earnings per
share:

<TABLE> 
<CAPTION>  
                                                         Three Months Ended June 30             Six Months Ended June 30
                                                        ----------------------------          ----------------------------
                                                           1998             1997                 1998             1997
                                                        -----------      -----------          -----------      -----------
<S>                                                     <C>              <C>                  <C>              <C>
Numerator:                                                                                                 
  Numerator for basic and diluted earnings                                                                   
    per share - income available to                                                                            
    common shareholders                                 $ 1,079,687      $   537,943          $ 1,998,124      $ 1,009,386
                                                        ===========      ===========          ===========      ===========
Denominator:                                                                                               
  Denominator for basic earnings per share -                                                             
    weighted average shares                              22,034,891       21,683,270           22,007,499       21,696,631

  Effect of dilutive stock options - potential                                                           
    common shares                                           710,286          344,131              633,284          316,713
                                                        -----------     ------------          -----------      -----------
  Denominator for diluted earnings per share -                                                           
    adjusted weighted-average shares                     22,745,177       22,027,401           22,640,783       22,013,344
                                                        ===========      ===========          ===========      ===========
Basic Earnings Per Share                                $      0.05      $      0.02          $      0.09      $      0.05
                                                        ===========      ===========          ===========      ===========
Diluted Earnings Per Share                              $      0.05      $      0.02          $      0.09      $      0.05
                                                        ===========      ===========          ===========      ===========
</TABLE>



                                       6
<PAGE>
 
NOTE C -- SUBSEQUENT EVENT
- --------------------------

On August 4, 1998 the Board of Directors of the Company adopted a shareholder
rights plan and declared a rights dividend of one common stock purchase right
for each share of common stock outstanding on August 7,1998 and provided that
one right would be issued with each share of common stock thereafter issued.
The shareholder rights plan provides that in the event a person or group
acquires or seeks to acquire 15% or more of the outstanding common stock of the
Company, the rights, subject to certain limitations, will become exercisable.
Each right, once exercisable, initially entitles the holder thereof (other than
the acquiring person whose rights are canceled) to purchase from the Company one
share of common stock at an initial exercise price of $15, subject to
adjustment, or, upon the occurrence of certain events, common stock of the
Company or common stock of an acquiring company having a market value equivalent
to two times the exercise price.  Subject to certain conditions, the rights are
redeemable by the Board of Directors for $.0001 per right and are exchangeable
for shares of common stock.  The rights have no voting power and expire on
August 3, 2008.  The Company filed a Form 8-K with the Securities and Exchange
Commission on August 7, 1998, which provides a full description of the plan.

NOTE D -- NEW ACCOUNTING PRONOUNCEMENTS
- ---------------------------------------

The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards (SFAS) No. 130, "Reporting Comprehensive Income," which is
effective for financial statements issued after December 15, 1997, and requires
all items of comprehensive income be reported in a financial statement that is
displayed with the same prominence as other financial statements.  Other
comprehensive income may include foreign currency items, minimum pension
liability adjustments and unrealized gains and losses on certain investments in
debt and equity securities.  The accumulated balance of other comprehensive
income must be displayed separately from retained earnings and additional paid-
in capital in the equity section of a statement of financial position.  The
Company has adopted this accounting standard effective January 1, 1998, as
required, and currently there are no items that qualify as "other comprehensive
income."  Accordingly, no separate statement has been presented herein.

In June 1997 the Financial Account Standards Board issued Statement of Financial
Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and
Related Information."  This Statement establishes standards for the way public
companies report information about operating segments and requires select
information be reported in both interim and annual reports.  The Statement is
effective for fiscal years beginning after December 15, 1997, but need not be
applied to interim financial statements in the initial year of application,
although restatement of interim periods presented is required in subsequent
interim reports.  The Company is required to adopt this standard for the year
ended December 31, 1998.

In February 1998 the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 132, "Employers' Disclosures about Pensions
and Other Postretirement Benefits."  This Statement revises employers'
disclosures about pension and other postretirement benefit plans.  It does not
change the measurement or recognition of those plans.  This Statement
standardizes the disclosure requirements for pensions and 



                                       7
<PAGE>
 
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.
Restatement of disclosures for earlier periods is required. This Statement is
effective for the Company's financial statements for the year ending December
31, 1998.





                                       8
<PAGE>
 
PART I, ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                             CADE INDUSTRIES, INC.

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

SALES
- -----

The Company's net sales of $24,098,000 in the second quarter of 1998 represented
an increase of 86.0% or $11,146,000 from the same quarter of 1997, while net
sales of $46,012,000 for the six months ended June 30, 1998, represented an
increase of $20,703,000 or 81.8% compared to the same six month period of the
prior year.  The higher sales for both the second quarter and six month periods
primarily reflect increased demand for aircraft products, the Company's
continued product diversification and increased sales of jet engine test
facilities and related ground testing equipment as a result of the October 1997
acquisition of Central Engineering Company and its subsidiaries ("Cenco") which
contributed revenues of $8.6 million and $15.4 million, respectively.  The
Company's operations, excluding Cenco, had increased revenues of 19.4% and 21.0%
from the three and six month periods ended June 30, 1997, respectively,
resulting from higher sales of engine and airframe components, engine test
equipment and repair and overhaul services.

At June 30, 1998, the Company's backlog was $87.7 million ($41.3 million at June
30, 1997) which includes both firm orders supported by customer purchase orders
with fixed delivery dates, and blanket purchase orders against which customers
issue production releases covering relatively short time periods.  Cenco's order
backlog was $36.9 million of the Company's June 30, 1998 total $87.7 million
backlog.  Overhaul and repair orders are not included in the order backlog due
to their very short lead times.  These sales currently represent about 25% of
the Company's total annual sales.

COST OF SALES
- -------------

Cost of sales for the second quarter of 1998 increased $8,926,000 or 90.8% from
the same quarter of 1997 and for the six months ended June 30, 1998 increased
$16,188,000 or 84.3% from the comparable period in 1997.  The increases for both
the quarter and six-month periods were primarily due to the higher sales
(including subcontract revenue) in 1998.  Cost of sales as a percent of sales
increased to 77.8% in the second quarter of 1998 from 75.9% in the 1997 second
quarter and for the six months ended June 30, 1998 increased to 76.9% from 75.9%
in the comparable period of 1997.  Material cost of sales as a percent of sales
increased in both the three and six-month periods of 1998 due to the inclusion
of the operations of Cenco, the Company's newest subsidiary, which manufactures
jet engine test facilities and certain related ground testing equipment.  A
portion of Cenco's revenues derives from contracts to manufacture engine test
facilities that involve building construction by subcontractors.  These
subcontract costs, which are expensed as material costs, are passed on to
customers at margins that may fall short of historical manufacturing results.
The increase in the material cost percentage for both the 1998 three and six-
month periods was partially offset by decreases in overhead, labor and tooling
amortization costs as a percent of sales.  The largest percentage decrease was
in 


                                       9
<PAGE>
 
overhead cost of sales, which resulted from continued cost containment efforts
and the spreading of fixed manufacturing costs over a larger revenue base.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
- --------------------------------------------

Selling, general and administrative expenses ("administrative expenses") as a
percent of sales were 14.7% and 16.6% for the second quarters of 1998 and 1997,
respectively, and 15.5% and 16.8% for the six months ended June 30, 1998 and
1997, respectively.  The decreased percentages of administrative expenses from
the 1997 periods are primarily the result of the significant increase in sales
and the corresponding spreading of these costs over a larger sales base.

Actual amounts expended increased by $1,392,000 ($778,000 attributable to Cenco)
from the second quarter of 1997 to the same quarter of 1998 and by $2,876,000
($1,570,000 attributable to Cenco) from the six months ended June 30, 1997 to
the same period in 1998.  Factors contributing to the higher dollar level of
administrative expenditures (excluding Cenco) were increased marketing costs,
professional and consulting fees relating to development of internal production
and information systems, certain insurance costs, expenses related to public and
investor relations efforts, administrative staff and related costs and travel-
related costs incurred to support the higher current and expected sales volumes.

NET INTEREST EXPENSE
- --------------------

Net interest expense as a percent of sales was approximately 1.5% for both the
second quarters of 1998 and 1997 and for both the six-month periods ended June
30, 1998 and 1997.  Actual interest expense for the second quarter of 1998
increased by $135,000 to $326,000 and for the six months ended June 30, 1998
increased by $278,000 to $654,000.  The increases in the net amount of interest
expense were due to the additional debt associated with the acquisition of
Cenco, which were partially offset by reduced interest expense on short-term
borrowings as a result of decreased line of credit usage.

INCOME TAX EXPENSE
- ------------------

Income taxes were $398,000 or 1.7% of sales in the 1998 second quarter, compared
to $248,000 or 1.9% of sales for the same quarter of 1997.   Income taxes as a
percent of sales was 1.8% for both the six month periods ended June 30, 1998 and
1997, while the actual amount increased by $373,000 to $840,000.  The effective
tax rate is lower than the statutory rate due primarily to the lower tax rate of
the Company's foreign sales corporation.

NET INCOME
- ----------

Net income of $1,080,000 in the 1998 second quarter represents an increase in
after-tax earnings of $542,000 or 101%, from the 1997 second quarter.  Net
income of $1,998,000 for the first six months of 1998 represents an increase in
after-tax earnings of $989,000, or 98%, from the comparable period of 1997.
Factors contributing to these changes were discussed above.



                                      10
<PAGE>
 
                        LIQUIDITY AND CAPITAL RESOURCES
                        -------------------------------

The Company has historically met its working capital and longer term capital
needs through operating cash flow, short and long-term bank debt and leasing
arrangements on certain items of capital equipment.  The Company financed its
1997 acquisition of Cenco with long-term bank debt and the issuance of 250,000
shares of its common stock.

During the first half of 1998, capital was used principally to fund the
Company's inventory and accounts receivable. Management expects to slightly
reduce its present level of investment in inventory during 1998 and to increase
its present level of investment in plant facilities, production and information
system technology, tooling and equipment for improved manufacturing efficiency
and quality enhancement.  The Company will also continue to seek acquisition
opportunities to expand and/or diversify its markets.

At the end of the quarter, the Company maintained a $9,000,000 unsecured credit
line with a bank, $4,626,000 of which was available at June 30, 1998, after
consideration of actual line of credit usage and credit line commitments to
support foreign exchange contracts and letters of credit.  The Company also had
outstanding approximately $11,173,000 of secured term debt, and $1,323,000 of
subordinated notes.

The Company is currently studying the potential impact of year 2000 issues on
its business and internal operations. The study is also directed at estimating
amounts to be expended relative to year 2000 issues and their impact on the
Company's operations, liquidity and capital resources.  To date, no material
amount has been expended on year 2000 issues.  Based on the review of its
computer operations to date, the Company believes the costs associated with
transitioning its current computer environment to one that is fully year 2000
compliant is not material to its results of operations or its liquidity and
capital resources, although the total cost of compliance with these issues is
not yet known.

Management believes that expected increased revenues and on-going emphasis on
working capital management will provide cash flow from operations.  As a result,
the Company's cash flow from operations, its current credit facilities and
available financing opportunities are felt to be adequate to finance its current
operations and capital expenditure requirements at present and anticipated
levels.

Certain of the information contained in Item 2 is of a forward looking nature
and is subject to various uncertainties.  See Item 5.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
- -------                                                            

Not applicable.


                                      11
<PAGE>
 
                         PART II -- OTHER INFORMATION
                                        
ITEM 1.  LEGAL PROCEEDINGS
- -------                   

The Company is not involved in any material pending legal proceedings other than
ordinary routine litigation incidental to its business.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS
- -------                                           

On August 4, 1998 the Company adopted a shareholder rights plan.  See financial
statement footnote disclosure and the Form 8-K filed with the Securities and
Exchange Commission on August 7, 1998 which provides a full description of the
plan.

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

The results of the Company's annual meeting on May 5, 1998 were reported in the
prior Form 10-Q and the response is incorporated by reference herein.

ITEM 5.  OTHER INFORMATION
- -------                   

The Company's officers may, when appropriate, make public statements that
contain forward looking information as to industry conditions and the Company's
sales and earnings.  Forward looking information is subject to risks and
uncertainties that may significantly impact expected results.   Among the
factors that could cause actual results to differ materially from those which
are anticipated are the following:  business conditions generally and conditions
specifically in the aircraft and aerospace industries; timing of receipt and
delivery of orders; the timing and satisfactory completion of engine test
facilities; price fluctuations for raw materials and labor; competitive factors,
including price competition from other suppliers of similar products and
overhaul and repair services; risk of obsolescence of tooling inventory before
full amortization on project costs; cancellation of orders; foreign currency
exchange rates, the ability to obtain effective hedges against fluctuations in
currency exchange rates; and foreign trade and fiscal policies.

Pursuant to Rule 14a-5(e) under the Securities Exchange Act of 1934, as amended
effective June 29, 1998:

(1)  The deadline for submitting shareholder proposals for inclusion in the
     Company's proxy statement and form of proxy for the Company's 1999 annual
     meeting of shareholders pursuant to Rule 14a-8 is November 30, 1998.

(2)  The date after which notice of a shareholder proposal submitted outside the
     processes of Rule 14a-8 is considered untimely is February 7, 1999.



                                      12
<PAGE>
 
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
- -------                                  

(a)  The following exhibit is filed herewith:

Exhibit 27.        Financial Data Schedule

(b)  The Company has not filed any Reports on Form 8-K during the quarter for
     which this report is filed.




                                      13
<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.


                                     CADE INDUSTRIES, INC.
                                     ---------------------
                                        

August 12, 1998
                                     By  /s/ Edward B. Stephens
                                         ______________________________
                                         Edward B. Stephens
                                         Vice President, Treasurer and
                                         Chief Financial Officer
<PAGE>
 
                             CADE INDUSTRIES, INC.

                                     * * *

                                 EXHIBIT INDEX

                                      TO

              QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED
                                 JUNE 30, 1998
                                        
EXHIBIT                          INCORPORATED HEREIN                  FILED
NUMBER     DESCRIPTION             BY REFERENCE TO:                  HEREWITH
- ------     -----------           -------------------                 --------

27         Financial Data
           Schedule                                                     X



<TABLE> <S> <C>

<PAGE>
 
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM 
THE CADE INDUSTRIES, INC. QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED 
JUNE 30, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-Q.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                         DEC-31-1998
<PERIOD-END>                              JUN-30-1998
<CASH>                                        157,870
<SECURITIES>                                        0         
<RECEIVABLES>                              13,423,254
<ALLOWANCES>                                  245,000
<INVENTORY>                                16,039,660
<CURRENT-ASSETS>                           33,745,387 
<PP&E>                                     32,652,334
<DEPRECIATION>                             14,618,416
<TOTAL-ASSETS>                             57,438,523
<CURRENT-LIABILITIES>                      21,664,401
<BONDS>                                     9,525,556
                               0
                                         0
<COMMON>                                       22,349
<OTHER-SE>                                 25,438,217
<TOTAL-LIABILITY-AND-EQUITY>               57,438,523
<SALES>                                    46,011,756 
<TOTAL-REVENUES>                           46,011,756
<CGS>                                      35,390,047         
<TOTAL-COSTS>                              35,390,047 
<OTHER-EXPENSES>                            7,129,456
<LOSS-PROVISION>                                    0
<INTEREST-EXPENSE>                            654,129
<INCOME-PRETAX>                             2,838,124
<INCOME-TAX>                                  840,000
<INCOME-CONTINUING>                         1,998,124
<DISCONTINUED>                                      0 
<EXTRAORDINARY>                                     0
<CHANGES>                                           0 
<NET-INCOME>                                1,998,124
<EPS-PRIMARY>                                     .09
<EPS-DILUTED>                                     .09
        

</TABLE>


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