ALLIED DEVICES CORP
10QSB, 1998-08-12
BOLTS, NUTS, SCREWS, RIVETS & WASHERS
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<PAGE>

                          FORM 10-QSB QUARTERLY REPORTS

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10 - QSB

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

For the quarterly period ended JUNE 30, 1998.
                              ---------------

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

Commission file number 02-24012

                          ALLIED DEVICES CORPORATION
      ---------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                                    Nevada
      ---------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)


                                  13-3087510
      ---------------------------------------------------------------------
                      (I.R.S. Employer Identification No.)


                   2365 MILBURN AVENUE, BALDWIN, N.Y. 11510
      ---------------------------------------------------------------------
              (Address of principal executive offices - Zip code)

     Registrant's telephone number, including area code: 516 - 223 - 9100

     Check whether the issuer (1) filed all reports required to be filed by
     section 13 or 15 (d) of the Exchange Act during the past 12 months ( or for
     such shorter period that the registrant was required to file such reports)
     and (2) has been subject to such filing requirements for the past 90 days.

                                 Yes  X      No
                                    -----      -----

      Common Stock, Par Value $.001                     4,679,942
               (CLASS)                     (SHARES OUTSTANDING AT JULY 31, 1998)
  -------------------------------------    -------------------------------------

<PAGE>






                                    PART I


                   ALLIED DEVICES CORPORATION AND SUBSIDIARIES


                         CONSOLIDATED FINANCIAL STATEMENTS



<PAGE>
<TABLE>
<CAPTION>

                                                         ALLIED DEVICES CORPORATION


                                                        CONSOLIDATED BALANCE SHEETS
=======================================================================================================
                                                                         JUNE 30,        September 30,
                                                                          1998               1997
- -------------------------------------------------------------------------------------------------------
ASSETS                                                                 (UNAUDITED)
<S>                                                                    <C>               <C>
CURRENT:
   Cash                                                                $    190,323      $   162,094
   Accounts receivable                                                    2,318,317        2,326,179
   Inventories                                                            7,200,885        6,402,688
   Prepaid and other                                                        514,024           67,606
   Deferred income taxes                                                     41,000           41,000
- -------------------------------------------------------------------------------------------------------
        TOTAL CURRENT                                                    10,264,549        8,999,567
PROPERTY, PLANT AND EQUIPMENT, NET                                        2,477,039        1,837,225
GOODWILL                                                                     81,128           88,664
OTHER                                                                        50,605           51,527
- -------------------------------------------------------------------------------------------------------
        Total assets                                                     12,873,321      $10,976,983
=======================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT:
   Accounts payable                                                       1,173,801      $ 1,186,291
   Taxes payable                                                             76,133          145,263
   Accrued expenses                                                         138,321          241,781
   Current portion of long term debt and capital lease obligations          307,973          118,481
- -------------------------------------------------------------------------------------------------------
        TOTAL CURRENT                                                     1,696,228        1,691,816
LONG TERM DEBT AND CAPITAL LEASE OBLIGATIONS                              3,120,276        2,084,239
DEFERRED TAXES                                                              175,000          175,000
- -------------------------------------------------------------------------------------------------------
   TOTAL LIABILITIES                                                      4,991,504        3,951,055
STOCKHOLDERS' EQUITY:
   Capital stock                                                              4,698            4,610
   Paid-in capital                                                        2,636,471        2,565,559
   Retained earnings                                                      5,240,648        4,455,759
- -------------------------------------------------------------------------------------------------------
        TOTAL STOCKHOLDERS' EQUITY                                        7,881,817        7,025,928
- -------------------------------------------------------------------------------------------------------
        TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                       12,873,321      $10,976,983
=======================================================================================================
                                                        See accompanying notes to financial statements.

</TABLE>

                                             3
<PAGE>
<TABLE>
<CAPTION>
                                                                                    ALLIED DEVICES CORPORATION
                                                                                              AND SUBSIDIARIES


                                                                             CONSOLIDATED STATEMENTS OF INCOME
                                                                                         AND RETAINED EARNINGS
=================================================================================================================================
                                                           QUARTER ENDED                             Nine Months Ended
                                                             JUNE 30,                                     June 30,
                                               --------------------------------------       -------------------------------------
                                                            1998                1997                     1998               1997
                                               --------------------------------------       -------------------------------------
                                                     (UNAUDITED)         (Unaudited)              (UNAUDITED)        (Unaudited)
<S>                                            <C>                   <C>                    <C>                   <C>
NET SALES                                             $4,226,230          $4,327,567              $13,165,992        $11,959,365
COST OF SALES                                          2,896,717           2,792,558                8,795,877          7,711,439
- ---------------------------------------------------------------------------------------------------------------------------------

     GROSS PROFIT                                      1,329,513           1,535,009                4,370,115          4,247,926

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES             881,905           1,042,962                2,989,821          3,006,921
- ---------------------------------------------------------------------------------------------------------------------------------

INCOME FROM OPERATIONS                                   447,608             492,047                1,380,294          1,241,005

INTEREST EXPENSE (NET)                                    64,119              56,940                  150,061            161,282
- ---------------------------------------------------------------------------------------------------------------------------------

INCOME BEFORE TAXES ON INCOME                            383,489             435,107                1,230,233          1,079,723

TAXES ON INCOME                                          139,844             161,860                  445,344            401,657
- ---------------------------------------------------------------------------------------------------------------------------------
NET INCOME                                              $243,645            $273,247                 $784,889           $678,066
=================================================================================================================================

BASIC EARNINGS PER SHARE                                    0.05                0.06                     0.17               0.15
=================================================================================================================================

BASIC WEIGHTED AVERAGE NUMBER OF     
SHARES OF COMMON STOCK OUTSTANDING                     4,669,525           4,416,015                4,634,850          4,416,015
=================================================================================================================================

DILUTED EARNINGS PER SHARE                                 $0.05               $0.06                    $0.17              $0.14
=================================================================================================================================

DILUTED WEIGHTED AVERAGE NUMBER OF   
SHARES OF COMMON STOCK OUTSTANDING                     4,741,435           4,747,966                4,697,550          4,692,025
=================================================================================================================================
                                                                                  See accompanying notes to financial statements.
</TABLE>


                                                     5
<PAGE>
<TABLE>
<CAPTION>
                                                                   ALLIED DEVICES CORPORATION
                                                                             AND SUBSIDIARIES


                                                        CONSOLIDATED STATEMENTS OF CASH FLOWS
================================================================================================

                                                                   NINE MONTHS ENDED JUNE 30,
                                                                 -------------------------------
                                                                          1998              1997
- ------------------------------------------------------------------------------------------------
                                                                  (UNAUDITED)     (Unaudited)
<S>                                                              <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                     $    784,889    $    678,066
  Adjustments to reconcile net income to net cash provided 
    by operating activities:
    Depreciation and amortization                                     359,094         361,253
    Provision for bad debts                                                 0              65
    Reserve for notes                                                   3,750               0
    Gain on equipment sale                                             (5,825)        (13,970)
    Decrease (increase) in:
      Accounts receivable                                              99,569        (201,840)
      Inventories                                                    (404,511)        (91,967)
      Prepaid expenses and other current assets                      (368,579)        (40,325)
      Other assets                                                    (13,306)         17,837
    Increase (decrease) in:
      Accounts payable                                                (93,871)        (58,365)
      Taxes payable                                                   (69,130)        (18,131)
      Accrued expenses and other current liabilities                 (103,460)       (141,449)
- ------------------------------------------------------------------------------------------------
      NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES             188,620         491,174
- ------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                                               (381,920)       (261,902)
  Proceeds from sale of equipment                                       7,000          19,750
  Acquisition of Kay Pneumatic Valves                                (850,000)              0
- ------------------------------------------------------------------------------------------------
      NET CASH USED IN INVESTING ACTIVITIES                        (1,224,920)       (242,152)
- ------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Increase (decrease) in bank borrowings                              175,000        (116,338)
  Increase in term debt                                             1,000,000               0
  Payments of principal and accrued interest on long-term debt
    and capital lease obligations                                    (181,471)        (87,441)
  Proceeds from sale of common stock                                   71,000          88,081
- ------------------------------------------------------------------------------------------------
      NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES           1,064,529        (115,698)
- ------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH                                        28,229         133,324
- ------------------------------------------------------------------------------------------------
CASH, AT BEGINNING OF PERIOD                                          162,094          54,919
- ------------------------------------------------------------------------------------------------
CASH, AT END OF PERIOD                                                190,323         188,243
================================================================================================
                                                 See accompanying notes to financial statements.
</TABLE>

                                       6
<PAGE>

                                                      ALLIED DEVICES CORPORATION
                                                                AND SUBSIDIARIES

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                    (INFORMATION FOR JUNE 30, 1998 IS UNAUDITED)
================================================================================

1.  BUSINESS                   Allied Devices Corporation and subsidiary (the 
                               "Company") are engaged primarily in the 
                               manufacture and distribution of standard 
                               precision mechanical components and a line of 
                               screw machine products throughout the United 
                               States.

2.  SUMMARY OF             (a) BASIS OF PRESENTATION/PRINCIPLES AND 
    SIGNIFICANT                CONSOLIDATION
    ACCOUNTING POLICIES
                               The accompanying consolidated financial 
                               statements include the accounts of Allied 
                               Devices Corporation and its wholly-owned 
                               subsidiary. All significant intercompany 
                               accounts and transactions have been eliminated 
                               in consolidation. 

                               The consolidated financial statements and 
                               related notes thereto as of June 30, 1998 and 
                               1997, and for the three and nine months then 
                               ended, are unaudited and have been prepared on 
                               a basis consistent with the Company's annual 
                               financial statements. Such unaudited financial 
                               statements include all adjustments (consisting 
                               of normal recurring adjustments) that the 
                               Company considers necessary for a fair 
                               presentation of such data. Results for the 
                               three and nine month periods ended June 30, 
                               1998 are not necessarily indicative of the 
                               results that may be expected for the entire 
                               year ending September 30, 1998. 

                               For further information, refer to the 
                               consolidated financial statements and 
                               footnotes thereto included in the Company's 
                               Annual Report on Form 10-KSB for the year 
                               ended September 30, 1997.

                           (b) INVENTORIES 

                               Inventories are valued at the lower of cost 
                               (last-in, first-out (LIFO) method) or market. 
                               For the three and nine months ended June 30, 
                               1998 and 1997, inventory was determined by 
                               applying a gross profit method, as opposed to 
                               the year ended September 30, 1997, when 
                               inventory was determined by a physical count.


                                       7
<PAGE>
                                                      ALLIED DEVICES CORPORATION
                                                                AND SUBSIDIARIES

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                    (INFORMATION FOR JUNE 30, 1998 IS UNAUDITED)
================================================================================

2. SUMMARY OF SIGNIFICANT  (c) DEPRECIATION AND AMORTIZATION
   ACCOUNTING POLICIES
   (CONTINUED)                 Property, plant and equipment is stated at   
                               cost. Depreciation and amortization of       
                               property, plant and equipment is computed    
                               using the straight-line method over the      
                               estimated useful lives of the assets. The    
                               estimated useful lives are as follows:       

                               Buildings and improvements               30 years
                               Machinery and equipment                  10 years
                               Furniture, fixtures and
                                 office equipment                    5 - 7 years
                               Tools, molds and dies                     8 years
                               Leasehold improvements                 Lease term

                           (d) INCOME TAXES

                               The Company and its subsidiary file a 
                               consolidated federal income tax return and 
                               separate state income tax returns. The Company 
                               follows the liability method of accounting for 
                               income taxes. 

                           (e) EARNINGS PER SHARE

                               In 1997, the Financial Accounting Standards 
                               Board issued Statement of Financial Accounting 
                               Standards No. 128 EARNINGS PER SHARE. 
                               Statement 128 replaced the previously reported 
                               primary and fully diluted earnings per share 
                               with basic and diluted earnings per share. 
                               Unlike primary earnings per share, basic 
                               earnings per share excludes any dilutive 
                               effects of options, warrants and convertible 
                               securities. Diluted earnings per share is very 
                               similar to the previously reported fully 
                               diluted earnings per share. All earnings per 
                               share amounts for all periods have been 
                               presented, and where necessary, restated to 
                               conform to the Statement 128 requirements.


                                       8
<PAGE>
                                                      ALLIED DEVICES CORPORATION
                                                                AND SUBSIDIARIES

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                    (INFORMATION FOR JUNE 30, 1998 IS UNAUDITED)
================================================================================

2. SUMMARY OF SIGNIFICANT  (f) INTANGIBLE ASSETS
   ACCOUNTING POLICIES
   (CONTINUED)                 The excess of cost over fair value of net assets 
                               acquired is being amortized over a period of 
                               20 years.

                           (g) REVENUE RECOGNITION

                               Sales are recognized upon shipment of products.

                           (h) STATEMENT OF CASH FLOWS

                               For purposes of the statements of cash flows, 
                               the Company considers all highly liquid debt 
                               instruments purchased with a maturity of three 
                               months or less to be cash equivalents.

3. INVENTORIES             Inventories are summarized as follows:

                                                     JUNE 30,     September 30,
                                                       1998           1997
                           ----------------------------------------------------
                           Raw materials            $   386,720    $   310,260
                           Work-in-process              537,158        514,437
                           Finished goods             7,627,928      6,888,412
                           ----------------------------------------------------
                                                      8,551,806      7,713,109
                           Less: adjustment to LIFO  (1,350,921)    (1,310,421)
                           ----------------------------------------------------
                                                    $ 7,200,885    $ 6,402,688
                           ====================================================


                                       9
<PAGE>
                                                      ALLIED DEVICES CORPORATION
                                                                AND SUBSIDIARIES

                          RESULTS OF OPERATIONS: NINE MONTHS ENDED JUNE 30, 1998
                                   COMPARED WITH NINE MONTHS ENDED JUNE 30, 1997
================================================================================

ITEM 2 -      RESULTS OF OPERATIONS: NINE MONTHS ENDED JUNE 30, 1998 COMPARED 
              WITH NINE MONTHS ENDED JUNE 30, 1997:

              All statements contained herein that are not historical facts, 
              including, but not limited to, statements regarding the 
              Company's current business strategy, the Company's projected 
              sources and uses of cash, and the Company's plans for future 
              development and operations, are based upon current 
              expectations. These statements are forward-looking in nature 
              and involve a number of risks and uncertainties.  Actual 
              results may differ materially. Among the factors that could 
              cause actual results to differ materially are the following: 
              the availability of sufficient capital to finance the Company's 
              business plans on terms satisfactory to the Company; 
              competitive factors; changes in labor, equipment and capital 
              costs; changes in regulations affecting the Company's business; 
              future acquisitions or strategic partnerships; general business 
              and economic conditions; and factors described from time to 
              time in the Company's reports filed with the Securities and 
              Exchange Commission.  The Company wishes to caution readers not 
              to place undue reliance on any such forward-looking statements, 
              which statements are made pursuant to the Private Litigation 
              Reform Act of 1995 and, as a result, are pertinent only as of 
              the date made.

              Net sales for the quarter and nine months ended June 30, 1998,
              were $4,226,200 and $13,166,000, respectively, as compared to 
              $4,328,000 and $11,959,000 in the comparable periods of the 
              prior year, a decrease of 2.3% for the quarter and an increase 
              of 10.0% for the nine month period. Management attributes these 
              increases principally to the following factors:

                   During the first three quarters of fiscal 1997, there was 
                   a sharp slowdown in the semiconductor equipment sector of 
                   the U.S. economy. Sales to this industry in fiscal 1996 
                   were estimated at 20% of the Company's volume, dropping to 
                   approximately 3% of overall shipments in fiscal 1997. 
                   Solid recovery was evident in the Company's shipments in 
                   the fourth quarter of fiscal year 1997, continuing into 
                   the first six months of fiscal 1998 and flattening in the 
                   third quarter as economic events in Asia began to impact 
                   capital goods manufacturers in the United States. In June, 
                   1998, most of the Company's customers in the semiconductor 
                   equipment industry rescheduled deliveries to delay 
                   shipments by as much as nine months.


                                       10
<PAGE>
                                                      ALLIED DEVICES CORPORATION
                                                                AND SUBSIDIARIES

                          RESULTS OF OPERATIONS: NINE MONTHS ENDED JUNE 30, 1998
                                   COMPARED WITH NINE MONTHS ENDED JUNE 30, 1997
================================================================================

                   During the first three quarters of fiscal 1998, the 
                   Company continued to experience growth in sales to other 
                   industries, most notably aerospace instrumentation, 
                   medical equipment, robotics and scientific 
                   instrumentation. Trends in the early part of the fourth 
                   quarter of fiscal 1998 indicate a general economic 
                   slowdown, and management is projecting that fourth quarter 
                   shipments will be approximately equal to fourth quarter 
                   shipments in fiscal 1997.

                   In January, 1998, the Company acquired Kay Pneumatic 
                   Valves, Inc. ("Kay"), a small manufacturer of directional 
                   control valves. This business was relocated and integrated 
                   into the Company's Astro Instrument division, with modest 
                   impact on shipping rates during the transition in 
                   ownership. Sales for this operation during the five months 
                   since its acquisition have amounted to approximately 
                   $421,000, reflecting a modest improvement over shipping 
                   rates prior to its acquisition despite the disruptions 
                   inherent in moving, training of a new work force, and 
                   start-up of a new product line for the Company.

                   On the night of April 8, 1998, a fire broke out at the 
                   Company's headquarters in Baldwin, New York, destroying 
                   all of the Company's central computer and data 
                   communications equipment, ravaging its accounting and 
                   administrative offices, and destroying most of its hard 
                   copy sales, purchasing and accounting records. At the time 
                   of the fire, the Company was in the process of 
                   transferring to a new computer system, with shop floor 
                   work order records and general accounting being the only 
                   parts of the system that had been fully transferred. 
                   Effectively, all of the Company's records of sales orders, 
                   inventory, cost history, scheduling and production 
                   control, material usage, purchase orders, and details of 
                   accounts receivable and cash collections were contained in 
                   back up tapes for the old system. The provider of the 
                   hardware operating software package for the old system no 
                   longer supports the products, and (until recently) the 
                   Company had been unable to find a software provider with 
                   the capability to read the back up tapes for the old 
                   system. The Company thus had to reconstruct from the few 
                   remaining hard-copy records all of what was lost. The 
                   result, during April, May, and part of June, was a 
                   substantial number of late deliveries and low rate of 
                   responsiveness to new business while records were being 
                   reconstructed and data was being built into the new system.


                                       11
<PAGE>
                                                      ALLIED DEVICES CORPORATION
                                                                AND SUBSIDIARIES

                          RESULTS OF OPERATIONS: NINE MONTHS ENDED JUNE 30, 1998
                                   COMPARED WITH NINE MONTHS ENDED JUNE 30, 1997
================================================================================

                   While it is impossible to determine the exact impact of 
                   the fire, management estimates that between $300,000 and 
                   $500,000 of business was lost during the recovery period. 
                   While many of the Company's customers were patient and 
                   tolerated the recovery process, the Company still faces 
                   the challenge of winning back other customers who switched 
                   to competitors during this period. 

           Reported gross margins for the third quarter and nine months of 
           fiscal 1998 were 31.46% and 33.19%, respectively, as compared to 
           35.47% and 35.52% for the comparable periods in the prior year. 
           Materials expense (as a component of cost of goods sold) increased 
           to approximately 33.6% and 33.5% of net sales during the third 
           quarter and nine months, respectively, of fiscal 1998, from 
           approximately 32.5% in each of the comparable periods of fiscal 
           1997. Spending on factory payroll and overhead during the quarter 
           and nine months increased from 31.4% and 32.0%, respectively, in 
           fiscal 1997 to 34.9% and 33.3% in the comparable periods of fiscal 
           1998. Management attributes the increases in labor and overhead 
           expenses during the third quarter of fiscal 1998 primarily to the 
           absence of information reporting systems following the destruction 
           of the Company's data processing system. Prices of the Company's 
           catalog products were increased modestly during the first quarter 
           of fiscal 1998, the net effect of which is estimated to have 
           increased revenues and profits for the nine months by $68,000. 
           LIFO reserves were increased by $40,500 during the nine months of 
           fiscal 1998. 

           Selling, general and administrative expenses as a percentage of 
           net sales were 20.87% and 22.71%, respectively, in the third 
           quarter and nine months of fiscal 1998, as compared to 24.10% and 
           25.14% in the comparable periods of fiscal 1997. Exclusive of an 
           accrual for proceeds from insurance, expenditures during the 
           third quarter and nine months of fiscal 1998 increased modestly when
           compared to fiscal 1997, yet expressed as a percentage of sales 
           they decreased. The increase in actual expenses was a product of 
           several factors: (1) higher spending on sales and marketing; (2) 
           costs attendant to the acquisition of Kay; and (3) payroll and 
           miscellaneous expenditures associated with the recovery from the 
           fire. Such increases were more than offset by the accrual for 
           insurance reimbursement of losses and expenses incurred as a 
           result of the fire.


                                       12
<PAGE>
                                                      ALLIED DEVICES CORPORATION
                                                                AND SUBSIDIARIES

                          RESULTS OF OPERATIONS: NINE MONTHS ENDED JUNE 30, 1998
                                   COMPARED WITH NINE MONTHS ENDED JUNE 30, 1997
================================================================================

           Interest expense during the third quarter and nine months of 
           fiscal 1998 was $64,000 and $150,000, respectively, as compared to 
           $57,000 and $161,000 in the comparable periods of fiscal 1997. 
           While interest expense during the first six months of fiscal 1998 
           was some 18% lower than in fiscal 1997, the added borrowings 
           associated with acquiring Kay increased interest expense during 
           the third quarter of fiscal 1998 to a level 12% higher than in 
           fiscal 1997.

           Provision for income taxes is estimated at 36.2% of pre-tax income 
           for the fiscal 1998 period, as a combination of federal and state 
           taxes. 

           LIQUIDITY AND FINANCIAL RESOURCES 

           During the first nine months of fiscal 1998, the Company's 
           financial condition remained solid. Operations generated cash of 
           $188,000, and financing activities generated cash of $1,065,000. 
           Capital expenditures (net of proceeds from sale of equipment) used 
           $375,000, acquisition activities used $850,000 and cash on hand 
           increased by $28,000. Working capital increased by $1,261,000 to 
           $8,568,000 during the nine months, principally as a result of the 
           following changes in current assets and current liabilities:

                 Accounts receivable decreased by $8,000, principally as the 
                 result of two factors: (1) the average collection period was 
                 about 48 days, as it was at the end of fiscal 1997, but 
                 decreased volume of shipments during the third quarter 
                 lowered receivables by $99,000; and (2) the acquisition of 
                 Kay added $91,000 to receivables.

                 Inventories increased by $798,000 during the nine month 
                 period. Of this amount, $394,000 was acquired with Kay. The 
                 remaining $404,000 represents a 6.3% increase in inventory 
                 of catalog products on a 10% increase in shipping volume. 
                 Turns on inventory were 1.6 times during the nine months, 
                 unchanged from fiscal 1997.

                 Prepaid and other current assets increased by $446,000 as 
                 the Company recorded (and accrued for) certain annual 
                 administrative expenses ($123,000) and accrued for 
                 reimbursable losses associated with recovery from the fire 
                 ($323,000).

                 Current liabilities, exclusive of current portions of 
                 long-term debt and capital lease obligations, decreased 
                 $185,000 as accounts payable and accrued expenses decreased 
                 $116,000 and taxes payable decreased $69,000.


                                       13
<PAGE>
                                                      ALLIED DEVICES CORPORATION
                                                                AND SUBSIDIARIES

                          RESULTS OF OPERATIONS: NINE MONTHS ENDED JUNE 30, 1998
                                   COMPARED WITH NINE MONTHS ENDED JUNE 30, 1997
================================================================================

                 Current portions of long-term debt and capital lease 
                 obligations increased by $189,000. 

                 Cash balances increased by $28,000.

           Net capital expenditures in the nine month period were $375,000 as 
           management continued to add to capacity and modernize and automate 
           its manufacturing processes. The Company, in the aftermath of the 
           fire, is installing a new computer system and completing the 
           installation of an information management system, which will 
           involve the expenditure of approximately $150,000 in fiscal 1998 
           and is scheduled for completion by the end of the fiscal year. 
           Management's capital spending plans for the remaining quarter of 
           fiscal 1998 include additional expenditures of approximately 
           $100,000 for additions to productive equipment and approximately 
           $50,000 (beyond costs covered by insurance) for refurbishment and 
           expansion of the office space destroyed by the fire. Management 
           expects to fund such spending plans out of working capital. 

           During the second quarter, the Company acquired Kay Pneumatic 
           Valves, Inc. for $850,000 in cash. Additional expenditures 
           attendant to this acquisition amounted to approximately $110,000, 
           including legal fees, moving expenses, space preparation, 
           additions to tooling and inventories, training costs, and certain 
           marketing expenses. The acquisition price was funded through new 
           term debt of $1,000,000, provided by the Company's bank and 
           secured by the fixed assets of the Company. 

           The fire at the Company's headquarters on April 8, 1998, caused 
           extensive damage to the Company's sales and administrative offices 
           and records and disrupted the orderly flow of business for all of 
           the third quarter. The Company's insurance policies provide for 
           reimbursement of all costs associated with replacement or repair 
           of damaged assets and records and for recovery of 80% of gross 
           margin lost as a result of business interruption. Refurbishment of 
           office facilities is underway and scheduled for completion in 
           early September, 1998. The majority of data and record recovery 
           projects were completed in July, 1998, although several longer 
           term projects are on-going and should be finished by fiscal 
           year-end. 


                                       14
<PAGE>
                                                      ALLIED DEVICES CORPORATION
                                                                AND SUBSIDIARIES

                          RESULTS OF OPERATIONS: NINE MONTHS ENDED JUNE 30, 1998
                                   COMPARED WITH NINE MONTHS ENDED JUNE 30, 1997
================================================================================

           On July 8, 1998, the Company acquired the assets and business of 
           Atlantic Precision Products, Inc.,(APPI) a manufacturer of high 
           precision, machined components for original equipment 
           manufacturers with advanced engineering requirements. The price of 
           net assets (including assumption of specified liabilities) was 
           made up of cash, stock and performance consideration. The tangible 
           consideration was $7,237,500 in cash and 250,000 shares of the 
           Company's common stock. The performance consideration is a 
           negotiated percentage of earnings for APPI for each of the first 
           three years of operation as a division of Allied. To finance this 
           acquisition, the Company entered into a new credit agreement with 
           its bank consisting of three parts: (1) a $10 million revolving 
           credit line with a three year term; (2) a $6.25 million note with 
           a sixty-six month term; and (3) a $3.2 million equipment lease 
           line, with each lease under the line having a sixty month term. 

           Management believes that the Company's working capital as now 
           constituted will be adequate for the needs of the on-going core 
           business. Management further believes that, in light of the 
           Company's expansion objectives, the Company's current financial 
           resources will not be adequate to provide for all of the on-going 
           cash needs of the business. In particular, management expects to 
           require additional financing to carry out its acquisition 
           objectives. Success in this part of the Company's growth plan will 
           rely, in large measure, upon success in raising additional debt 
           and/or equity capital. Management believes that it has several 
           sources for such capital and expects that the combination of 
           capital raised and acquisitions completed will produce 
           anti-dilutive results for the Company's existing stockholders. 
           While this is management's intention, there is no guarantee that 
           they will be able to achieve this objective. The Company is not 
           relying on the receipt of any new capital for its existing 
           operations. It is important to note that, absent new capital, the 
           Company will not be in a position to undertake some of the most 
           promising elements of management's plan for expansion. In the 
           event that new capital is raised, management intends to implement 
           its plans and will do so in keeping with its judgment at that time 
           as to how best to deploy such added capital.


                                       16
<PAGE>
                                                      ALLIED DEVICES CORPORATION
                                                                AND SUBSIDIARIES

                          RESULTS OF OPERATIONS: NINE MONTHS ENDED JUNE 30, 1998
                                   COMPARED WITH NINE MONTHS ENDED JUNE 30, 1997
================================================================================


                                   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.


DATE: AUGUST 11, 1998                        ALLIED DEVICES CORPORATION
                                             --------------------------
                                               (Registrant)


                                             By:
                                                -----------------------------
                                                M. Hopkinson
                                                Chairman











                                       17

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<PAGE>
<ARTICLE> 5
<CIK> 0000869495
<NAME> ALLIED DEVICES CORP
       
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<FISCAL-YEAR-END>                          SEP-30-1998
<PERIOD-START>                             APR-01-1998
<PERIOD-END>                               JUN-30-1998
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<SECURITIES>                                         0
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                                0
                                          0
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