ALLIED RESEARCH CORP
10-Q, 1995-05-15
ORDNANCE & ACCESSORIES, (NO VEHICLES/GUIDED MISSILES)
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                                  UNITED STATES
 
                       SECURITIES AND EXCHANGE COMMISSION

                               Washington, D.C. 20549

                                      Form 10-Q



Mark one
(X)	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) of the Securities 
        Exchange Act of 1934

For the period ended	                                   March 31, 1995

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
				                              0-2545
				                       ____________________

                  	Allied Research Corporation
	      __________________________________________________
            (Exact name of Registrant as specified in its charter)

	Delaware		                             04-2281015
______________________________			    ___________________________
(State or other jurisdiction of	                      (I.R.S. Employer Number)
 incorporation or organization)

8000 Towers Crescent Drive, Suite 750
Vienna, Virginia                                                 22182
(Address of principal executive offices)		       (Zip Code)

Registrant's telephone number, including area code:          (703) 847-5268

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 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          

Indicate the number of shares outstanding of each of the issuer's classes of 
common stock, as of March 31, 1995:  4,404,170.

<PAGE>

                          ALLIED RESEARCH CORPORATION

                                     INDEX



	                                                             PAGE
PART I.	FINANCIAL INFORMATION - UNAUDITED	                    NUMBER



	Item 1.	Financial Statements



		Condensed Consolidated Balance Sheets

			December 31, 1994 and March 31, 1995	        2,3



		Condensed Consolidated Statements of Earnings

			Three months ended March 31, 1995 and 1994	   4



		Condensed Consolidated Statements of Cash Flows

			Three months ended March 31, 1995 and 1994	 5,6



		Notes to Condensed Consolidated Financial Statements	   7



	Item 2.	Management's Discussion and Analysis of Financial 
                Condition and Results of Operations	                  12



PART II.	OTHER INFORMATION	                                  16

<PAGE>

                             Allied Research Corporation

                        CONDENSED CONSOLIDATED BALANCE SHEETS

                                (Thousands of Dollars)

                                       ASSETS

                                     (Unaudited)






                                             March 31, 1995  December 31, 1994


CURRENT ASSETS

    Cash and equivalents, including 
     restricted cash                            $   38,639    $  43,606
    Accounts receivable                             16,933       21,805
    Costs and accrued earnings on uncompleted 
     contracts                                       9,878        8,391
    Inventories                                      4,322        4,333
    Prepaid expenses                                 1,584        1,004


            Total current assets                    71,356       79,139


PROPERTY, PLANT AND EQUIPMENT - AT COST

    Buildings                                       12,199       11,411
    Machinery and equipment                         31,160       31,118
                                                    43,359       42,529
    Less accumulated depreciation                   28,088       28,155
                                                    15,271       14,374
    Land                                             1,439        1,323


            Total property, plant and equipment     16,710       15,697


OTHER ASSETS

    Deposit - restricted cash                        7,160       6,400
    Intangibles                                      6,938       5,919
    Other                                              109         231

            Total other assets                      14,207      12,550


                                                  $102,273    $107,386

The accompanying notes are an integral part of these statements.
 
                                   2
<PAGE>

                       	Allied Research Corporation
              	CONDENSED CONSOLIDATED BALANCE SHEETS - CONTINUED
	                   (Thousands of Dollars)
	                        LIABILITIES
	                        (Unaudited)

<TABLE>
<CAPTION>

                                                   March 31, 1995     December 31, 1994

<S>                                               <C>                <C>
CURRENT LIABILITIES

    Notes payable                                         $   323        $   594
    Current maturities of long-term debt                   28,702         25,802
    Accounts and trade notes payable                       10,779         21,452
    Accrued liabilities                                    13,620         12,427
    Customer deposits                                       2,711          1,534
    Income taxes                                            1,433            883


            Total current liabilities                      57,568         62,692

LONG-TERM DEBT, less current maturities                    15,873         14,108

DEFERRED INCOME TAXES                                         744            765

MINORITY INTEREST                                             197            123


STOCKHOLDERS' EQUITY

    Preferred stock, no par value; authorized, 10,000 shares        
      none issued                                                -           - 
    Common stock, par value, $.10 per share; authorized        
    10,000,000 shares; issued and outstanding 4,404,170         
    in 1995 and 4,398,448 in 1994                             440            440
    Capital in excess of par value                         10,678         10,658
    Retained earnings                                      11,965         14,689
    Accumulated foreign currency translation adjustment     4,808          3,911


            Total stockholders' equity                     27,891         29,698


                                                         $102,273       $107,386
</TABLE>

The accompanying notes are an integral part of these statements.

                                        3
<PAGE>

	                    Allied Research Corporation
	           CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
	                       (Thousands of Dollars)
	                            (Unaudited)

<TABLE>
<CAPTION>

                                            Three months ended March 31
                                                   1995       1994

<S>                                         <C>            <C>
Revenue                                       $     9,153  $ 25,910


Cost and expenses

    Cost of sales                                   9,050    22,181
    Selling and administrative                      2,269     2,660
    Research and development                          195       521
                                                   11,514    25,362


            Operating income (loss)                (2,361)      548


Other income (deductions)

    Interest expense                                 (794)     (688)
    Interest income                                   820       731
    Other - net                                      (259)       36
                                                     (233)       79


            Earnings (loss) before income taxes    (2,594)      627


Income taxes                                          130       249


            NET EARNINGS (LOSS)              $     (2,724)   $  378


Net income (loss) per common share           $       (.62)   $  .09


Weighted average number of shares               4,398,512  4,464,588
</TABLE>

The accompanying notes are an integral part of these statements.

                                   4
<PAGE>


                 	Allied Research Corporation
 	    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
	                 (Thousands of Dollars)
	                       (Unaudited)

<TABLE>
<CAPTION>

                                                                        Three months ended March 31
Increase (decrease) in cash and equivalents                                   1995       1994
<S>                                                                      <C>         <C>

Cash flows from operating activities

    Net earnings (loss)                                                   $ (2,724)    $      378
    Adjustments to reconcile net earnings to net cash provided by
        (used in) operating activities

            Depreciation and amortization                                      472            399
            Changes in assets and liabilities

                (Increase) decrease in

                     Accounts receivable                                     4,302            579
                     Costs and accrued earnings on uncompleted contracts    (1,325)         2,201
                     Inventories                                               (43)           435
                     Prepaid expenses and other assets                        (433)        (1,207)
                Increase (decrease) in

                     Accounts payable, accrued liabilities and                         
                      customer deposits                                      (9,201)        1,062
                     Income taxes                                               500           268


                            Net cash (used in ) provided by                                
                               operating activities                          (8,452)        4,115


Cash flows (used in) investing activities

    Capital expenditures                                                       (322)      (1,340)


                            Net cash (used in ) investing activities           (322)      (1,340)

</TABLE>

The accompanying notes are an integral part of these statements.

                                      5
<PAGE>

	                Allied Research Corporation
	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
	                 (Thousands of Dollars)
	                        (Unaudited)


                                                     Three months ended March 31
                                                            1995       1994     


Cash flows from financing activities

    Principal payments of long-term debt                     -         (255)
    Net increase in long-term borrowings                    435          - 
    Net increase (decrease) in short-term borrowings      1,285      (6,380)
    Stock option/stock plan                                  20          12
    Common shares purchased and retired                      -       (2,346)
    Deposits - restricted cash                             (760)         -


                            Net cash provided by (used in)
                             financing activities           980      (8,969)


Effects of exchange rate changes on cash                  2,827       1,194


                            NET INCREASE (DECREASE) IN
                              CASH AND CASH EQUIVALENTS  (4,967)     (5,000)


Cash and equivalents at beginning of year               43,606      44,641


Cash and equivalents at end of period                  $38,639     $39,641




Supplemental Disclosures of Cash Flow Information

    Cash paid during the period for

        Interest                                     $  1,841  $      930
        Taxes                                             410          11

The accompanying notes are an integral part of these statements.

                                    6

<PAGE>


                 Allied Research Corporation
     NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                       March 31, 1995
                   (Thousands of Dollars)
                        (Unaudited)



NOTE 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
		The condensed consolidated balance sheets as of March
                31, 1995 and December 31, 1994, the condensed
                consolidated statements of earnings and the condensed
                consolidated statements of cash flows for the three
                months ended March 31, 1995 and 1994, have been prepared
                by the Company without audit.  In the opinion of
                management, all adjustments (which include only normal
                recurring adjustments) necessary to present fairly the
                financial position, results of operations and changes in
                cash flow at March 31, 1995 and 1994 have been made.

		Certain information and footnote disclosures normally
                included in financial statements prepared in accordance
                with generally accepted accounting principles have been
                condensed or omitted.  It is suggested that these
                condensed consolidated financial statements be read in
                conjunction with the financial statements and notes
                thereto included in the Company's December 31, 1994 Form
                10-K filed with the Securities and Exchange Commission,
                Washington, D.C. 20549.  The results of operations for
                the period ended March 31, 1995 and 1994 are not
                necessarily indicative of the operating results for the
                full year.


NOTE 2 - PRINCIPLES OF CONSOLIDATION

		The condensed consolidated financial statements include
                the accounts of Allied Research Corporation (a Delaware
                Corporation) and the Company's wholly-owned
                subsidiaries, Mecar, S.A. (a Belgian Company), Allied
                Research Corporation Limited (a United Kingdom Company),
                Barnes & Reinecke, Inc. (a Delaware Corporation), and
                ARC Services, Inc. (a Delaware Corporation).

		Mecar, S.A.'s wholly-owned Belgian subsidiaries include,
                Mecar Immobliere S.A., Sedachim, S.I., as well as its
                recently acquired Belgian subsidiaries, Tele Technique
                Generale, Management Export Services, N.V. and VSK
                Electronics N.V. and its wholly-owned subsidiaries,
                Classics, B.V.B.A.  Dectectia, N.V. and its majority
                owned subsidiary Belgian Automation Units, N.V.
                (collectively "The VSK Group").  A minority interest
                owned by VSK Electronics in Building Control Services,
                N.V. is accounted for under the equity method.


		The VSK Group acquisition was accounted for as a
                purchase, and revenue and results of operations from
                June 1, 1994 (date of acquisition), have been
                consolidated.

		Significant intercompany transactions have been
                eliminated in consolidated.


NOTE 3 - ACQUISITION

		On May 31, 1994, the Company's wholly-owned subsidiary,
                Mecar S.A., acquired The VSK Group, a group of Belgian
                companies, as well as a minority interest in a Belgian
                company, for approximately $6,072.

		The companies manufacture, distribute and service an
                integrated line of industrial security products,
                including devices such as buildings access control,
                parking control, intrusion and fire detection and
                intrusion and fire alarms.


                                          7

<PAGE>



                 Allied Research Corporation
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                       March 31, 1995
                   (Thousands of Dollars)
                        (Unaudited)




NOTE 3 - ACQUISITION - Continued

		The acquisition has been accounted for as a purchase and
                the purchase price in excess of the net assets acquired
                has been reflected in intangibles.  The financial
                statements include the result of operations since the
                date of acquisition. Pro forma financial data for these
                acquisitions prior to the date of acquisition would not
                have a material affect on reported results.

                Fair value of tangible assets acquired        $7,720
                Liabilities assumed                            6,285
                Net assets acquired                            1,435
                Cash paid                                      6,072

                Excess of cost over assets acquired           $4,637

NOTE 4 - RESTRICTED CASH
		Mecar is generally required under the terms of its
                contracts with foreign governments to provide
                performance bonds, advance payment guarantees and
                letters of credit.  The credit facility agreements used
                to provide these financial guarantees generally place
                restrictions on cash deposits and other liens on Mecar's
                assets, until the customer accepts delivery.  Cash
                deposits totaling approximately $38,655 ($7,160 of which
                is classified as a long-term deposit) at March 31, 1995
                ($35,848 at December 31, 1994) are restricted or pledged
                as collateral for various bank agreements and are
                comprised as follows:

                                                      1995      1994


Credit facility and related term loan agreements     $35,084   $34,542
Other bank guarantees and letters of credit            3,591     1,222
Notes payable                                             -         84

                                                     $38,655   $35,848

NOTE 5 - INVENTORIES
		Inventories consist of the following:
		                    March 31, 1995   December 31, 1994

Raw materials and supplies               $4,322            $4,333


                                  8

<PAGE>



                 Allied Research Corporation
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                       March 31, 1995
                   (Thousands of Dollars)
                        (Unaudited)


NOTE 6 - NOTES PAYABLE
		At March 31, 1995 and December 31, 1994, secured
                short-term loans of $23 and of $94 were outstanding with
                certain banks.

                BRI has a $1,000 revolving line-of-credit agreement
                which had an outstanding balance of $300 at March 31,
                1995 and $500 as of December 31, 1994.  The line bears
                interest at prime, plus 2% and is secured by BRI's
                eligible accounts receivable and Allied's guarantee.


NOTE 7 - CREDIT FACILITY

                The Company is obligated under a credit agreement (the
                Agreement) with a banking pool comprised of four foreign
                banks that provided credit facilities primarily for
                letters of credit, bank guarantees, performance bonds
                and similar instruments required for specific sales
                contracts.  The Agreement provides for certain bank
                charges and fees as the line is used, plus an annual fee
                of approximately 1.1% of guarantees issued.  As of March
                31, 1995, the credit facility had been fully utilized
                and guarantees of $5,549 remain outstanding.

		Advances under the credit facility are secured by
                deposits of $3,592, plus term deposits of $31,492 at
                March 31 1995 and $31,360 at December 31, 1994, $7,160
                of which is classified as long-term deposit at March 31,
                1995 and $6,400 at December 31, 1994.  Amounts
                outstanding are also collateralized by pledges of
                approximately $25,600 on Mecar's assets, letters of
                credit and certain funds received under the contracts
                financed.  The Agreement provides for restrictions on
                payments or transfers to Allied and ARCL for management
                fees, intercompany loans, loan payments, the maintenance
                of certain net worth levels and the payment of bank fees
                and charges as defined in the Agreement.

		The term deposits were borrowed to secure approximately
                $34,500 of financing at the inception of the Agreement.

		The Company is also liable for guarantees and other
                instruments issued on its behalf by other banks which
                approximate $4,274 at March 31, 1995, which are
                collateralized by $3,591 of time deposits.

		Mecar is obligated on a $5,000 mortgage on its
                manufacturing and administration facilities.  As
                amended, the balance of the loan is payable in annual
                principal installments of approximately $600 commencing
                in January 1996 (except for the annual principal
                installment in the year 2000 which is approximately
                $800) and the entire balance matures in 2004.  The
                Company is also obligated on a mortgage on The VSK
                Group's building which has a balance due of $273 at
                March 31, 1995.  The mortgage is payable in annual
                installments of $36 plus interest.


                                         9

<PAGE>



                 Allied Research Corporation
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                       March 31, 1995
                   (Thousands of Dollars)
                        (Unaudited)


NOTE 7 - LONG-TERM FINANCING - Continued

		Scheduled annual maturities of long-term obligations as
                of March 31, 1995 are as follows:

                Year                                       Amount

                1995                                       $28,702
                1996                                         8,709
                1997                                           650
                1988                                           634
                1999                                           634
             Thereafter                                      5,246

                                                           $15,873

NOTE 8 - INCOME TAXES
		Effective January 1, 1993, the Company adopted the
                provisions of Statement of Financial Accounting
                Standards No. 109, "Accounting for Income Taxes" ("SFAS
                No. 109").

                The provision for income taxes differs from the
                anticipated combined federal and state statutory rates
                due to operating losses and earnings from foreign
                subsidiaries.

		The Company's Belgian subsidiaries have unused net
                operating losses of approximately $20,000 at March 31,
                1995, which under Belgian law cannot be carried back but
                may be carried forward indefinitely, and are subject to
                annual limitations.

		As of March 31, 1995, the Company had unused foreign tax
                credit carryforwards of approximately $1,000 which
                expire through 2009.

		Deferred tax liabilities have not been recognized for
                bases differences related to investments in the
                Company's Belgian and United Kingdom subsidiaries.
                These differences, which consist primarily of unremitted
                earnings intended to be indefinitely reinvested,
                aggregated approximately $30,000 at March 31, 1995 and
                December 31, 1994.  Determination of the amount of
                unrecognized deferred tax liabilities is not
                practicable.


NOTE 9 - EARNINGS (LOSS) PER SHARE

		Stock options outstanding have not been included in the
                per share computation because there would not be a
                material effect on earnings (loss) per share.

                                     10

<PAGE>


                 Allied Research Corporation
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                       March 31, 1995
                   (Thousands of Dollars)
                        (Unaudited)


NOTE 10 - RESTRUCTURING CHARGE

		In the fourth quarter of 1993, the Company recorded an
                accrual for restructuring costs totaling $2,883 ($.44
                per share after taxes) related to its Belgian
                manufacturing operations.  The charge provides for
                estimated employee severance, retraining, early
                retirements and related costs attributable to a planned
                workforce reduction initiated in late 1993.  The company
                anticipated that it would eliminate over the next years
                approximately 32 permanent and 120 temporary factory and
                administrative positions.  The reductions were the
                result of efficiencies implemented over the past several
                years, current backlog levels and anticipated future
                workforce requirements for Mecar's core defense
                operations, as well as those expected to be redeployed
                as part of prospective diversification ventures. During
                1994, the Company increased the provision by $326 to
                cover additional terminations.  As of December 31, 1994,
                the restructuring has been substantially completed, and
                the provision has been fully utilized, except for
                approximately $64 which was disbursed in early 1995.

                                      11

<PAGE>



                   Allied Research Corporation
       MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS
                    AND RESULTS OF OPERATIONS
                       March 31, 1995
                   (Thousands of Dollars)
                        (Unaudited)



		The Company conducts its business through its
                wholly-owned subsidiaries:  Mecar, S.A., ("Mecar"), a
                Belgian corporation, and its subsidiaries, Mecar
                Immobliere, S.A., Sedachim, S.I., as well as Tele Technique
                Generale, VSK Electronics, N.V., Management Export
                Services, N.V., Classics, B.V.B.A., Detectia, N.V. and
                its majority-owned subsidiary Belgian Automation Units,
                N.V. ("The VSK Group"):  Barnes & Reinecke, Inc.,
                ("Barnes") a Delaware corporation, headquarterd in
                Illinois; Allied Research Corporation Limited,
                ("Limited") a U.K. Company; and ARC Services, Inc.,
                ("Services") a Delaware corporation, headquartered in
                Vienna, Virginia.  This discussion refers to the
                financial condition and results of operations of the
                Company on a consolidated basis.

		A minority interest owned by Mecar in Building Control
                Services, N.V. is accounted for under the equity method.

		Sales

		Revenue for the first three months of 1995 was $9,153, a
                65% decrease from the comparable period in 1994,
                principally due to Mecar's decrease in revenue.  Mecar
                sales were $3,119, or down 87% compared to the period
                ended March 31, 1994.  Barnes revenues were $2,033, up
                10% compared to the same period in 1994.  Limited and
                Services did not have revenues this period or in last
                year's comparable period.

		The decrease in Mecar's sales resulted from the
                continuing delay in receipt of substantial orders from
                its principal customers.  Barnes' revenues increased in
                the first quarter of 1995 over the first quarter of 1994
                due to an increase in orders, principally from the U.S.
                Government.  The VSK Group contributed $3,944 to
                Company's revenues for the period ended March 31, 1995;
                since it was not acquired until the second quarter of
                1994, The VSK Group did not contribute to Company's
                revenues during the first quarter of 1994.

		Backlog

		As of March 31, 1995, the Company's backlog was $40,730
                compared with $23,100 at December 31, 1994.  The
                principal reason for the increase in Company backlog is
                the increase in backlog of The VSK Group from $2,300 to
                $21,500.  The largest components of The VSK Group
                backlog are 3-5 year contracts to provide security
                services for various banks in Belgium and France.

		Mecar's backlog at March 31, 1995 was $13,100.  While
                Mecar received miscellaneous contracts aggregating
                $6,000 during the first quarter of 1995, it received no
                new orders from its principal customers.

		One of the contracts constituting a major portion of
                Mecar's backlog is a contract with one of its principal
                customers.  This contract is not yet supported by a
                fully opened letter of credit.  While there has been a
                good deal of activity in the last few weeks concerning
                this matter, the letter of credit has not yet been fully
                opened. Management continues to expect that it will be
                fully opened in the next few weeks.

                                        12

<PAGE>



                 Allied Research Corporation
       MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS
                    AND RESULTS OF OPERATIONS
                       March 31, 1995
                   (Thousands of Dollars)
                        (Unaudited)



		Operating Costs and Expenses

		Cost of sales for the first three months of 1995 were
                approximately $9,050 or 99% of sales as compared to
                $22,181 or 86% for the first three months of 1994.  The
                increase is primarily due to the reduced amounts of
                revenue realized in 1995.

		Selling and administrative expenses were approximately
                $2,269 or 25% of revenues for the three months ended
                March 31, 1995 as compared to $2,660 or 10% for the
                three months ended March 31, 1994.  This increase
                reflects the increased costs incurred for the foreign
                and domestic diversification plans, long-term business
                development programs and reduced amounts of revenue.

		Research and Development

		Research and development expenses were 2% as a ratio of
                sales for the three month period ended March 31, 1995
                and 1994.   The actual cost decrease is due to lower
                expenditures by Mecar and Services for development of
                its demilitarization process.

		Operating Results

		There was an operating loss of $2,361 for the first
                three months or 26% of revenues for the quarter ended
                March 31, 1995. This compares with an operating income
                of $548 or 2.1% of revenue for the three months ended
                March 31, 1994.  This decline is primarily because of
                lower revenue at Mecar.

		Interest Expense

		Interest expense for the first three months of 1995
                increased, compared to the same period in 1994, as a
                result of increased rates, borrowing levels and the
                impact of exchange rates.

		Interest Income

		Interest income increased as a result of rate changes,
                funds available for investment and the impact of
                exchange rates.

		Other - Net

		For the three months ended March 31, 1995, Other - Net
                represents primarily currency losses, net of currency
                gains, resulting from foreign currency transactions.

                                        13

<PAGE>


                 Allied Research Corporation
       MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS
                    AND RESULTS OF OPERATIONS
                       March 31, 1995
                   (Thousands of Dollars)
                        (Unaudited)



		Subsequent Event

		In April 1995, a storage bunker exploded at Mecar,
                damaging inventory and storage facilities as well as the
                primary loading facility.  Property damage is currently
                estimated at less than $4,000. The damage precluded
                Mecar from shipping completed products and caused Mecar
                to temporarily lay-off in excess of 200 employees.
                Mecar has submitted claims under its casualty and
                business interruption insurance policies.  One of the
                insurers has provided notice to Mecar of its intent to
                deny coverage for the accident; the other insurers have
                neither admitted nor denied coverage.  At the request of
                the insurers, a Belgian court has appointed a
                technical expert to investigate the cause of the
                explosion and ordered him to report his preliminary findings 
                by mid-June 1995.  As a result, insurance benefits have not
                yet been provided to Mecar and there can be no
                assurance that any such benefits will be provided in the
                near-term future.  Products completed at the time of the
                explosion  are currently scheduled to be shipped in the
                next two weeks.  Some laid-off workers have returned to
                work; it is currently anticipated that Mecar will resume
                manufacturing operations June 1, 1995; and the primary
                loading facility should be usable on or about July 1,
                1995.  The employees have agreed to forego the annual
                July vacation period; accordingly, operations should
                continue throughout the summer months.  The cessation of
                business operations has had and will continue to have an
                adverse effect on Mecar's cash flow.

		Liquidity and Capital Resources

		During the first three months of 1995 and throughout
                1994, Allied funded its operations principally with
                internally generated cash and back-up credit facilities
                required for foreign government contracts.  At March 31,
                1995, the Company had unrestricted cash (i.e., cash not
                required by the terms of the bank agreement to
                collateralize contracts) of approximately $7,000.  Due
                to the reduced amount of unrestricted cash, Mecar is
                limited by its bank pool agreement in the amounts it may
                transfer to Allied or other affiliates.  The Company's
                ability to satisfy its operating and capital
                requirements continues to be dependent upon its ability
                to generate positive cash flow from operations, which is
                largely dependent upon Mecar's operations.  Substantial
                orders from its principal customer base are actively
                being pursued by Mecar.  If such orders are not received
                during the first half of 1995, Mecar and the Company
                will experience liquidity deficiencies which will cause
                the Company to further accelerate and implement certain
                cost reductions.

		Accounts receivable at March 31, 1995 decreased over
                December 31, 1994 by $4,873 and costs and accrued
                earnings on uncompleted contracts increased by $1,487
                from 1994 as a result of shipments during the quarter.
                Inventories remained level. Prepaid expenses and
                deposits increased $580 primarily due to the increase in
                advance payments on certain contracts.  Current
                liabilities decreased by $5,124 from December 31, 1994
                levels as a result of decreases in accounts payable,
                notes payables, accrued liabilities and customer
                deposits, net of increases in current maturities on
                long-term debt.

		In summary, working capital was approximately $13,733 at
                March 31, 1995, which is a decrease of $2,714 from
                December 31, 1994.  The decrease is primarily
                attributable to cash used for operating activities.

                                       14

<PAGE>


                 Allied Research Corporation
       MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS
                    AND RESULTS OF OPERATIONS
                       March 31, 1995
                   (Thousands of Dollars)
                        (Unaudited)



		Liquidity and Capital Resources - continued

		On May 9, 1995, The VSK Group acquired all of the
                outstanding stock of I.D.C.S., S.A ("IDCS"), a Belgian
                corporation engaged in the business of manufacturing
                security systems.  IDCS manufactures a more
                sophisticated form of system than is manufactured by The
                VSK Group.  Since the acquisition of The VSK Group on
                June 1, 1994, it has marketed the IDCS product line
                under a license arrangement.  The IDCS purchase price of
                $2,300 was funded by a combination of bank and seller
                financings and thus did not adversely affect the
                Company's cash flow.

		Principally as a result of the explosion at Mecar and
                the continued delay in receipt of substantial orders,
                Mecar has secured short-term credit relief from its bank
                pool.  To date, such relief has taken the form of an
                advance of approximately $1,000.  Further relief, in an
                aggregate amount of approximately $2,500 has been
                requested by Mecar to cover operating expenses during the
                next few month period.  There can be no assurance that
                such relief will be provided.

		Management currently anticipates that it will defer
                certain capital expenditures initially scheduled for
                completion in 1995 in order to preserve cash.

		In May, 1995, the Company terminated the preliminary
                agreement for the acquisition of a domestic entity
                reported earlier in 1995.

                                          15

<PAGE>

                             Allied Research Corporation

                       MANAGEMENT DISCUSSION AND ANALYSIS OF
                   FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
                                   March 31, 1995
                               (Thousands of Dollars)
                                     (Unaudited)

 PART II.	OTHER INFORMATION

		None.


















                                      16


<PAGE>


                       	Allied Research Corporation







SIGNATURE

	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.

        			ALLIED RESEARCH CORPORATION


                        	_________________________________
Date:  May 15, 1995		J. R. Sculley
				Chairman of the Board,
				Chief Executive Officer and
				Chief Financial Officer










                                    17

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<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               MAR-31-1995
<CASH>                                      38,639,000
<SECURITIES>                                         0
<RECEIVABLES>                               16,933,000
<ALLOWANCES>                                         0
<INVENTORY>                                 14,200,000
<CURRENT-ASSETS>                             1,584,000
<PP&E>                                      44,798,000
<DEPRECIATION>                              28,088,000
<TOTAL-ASSETS>                             102,273,000
<CURRENT-LIABILITIES>                       57,568,000
<BONDS>                                              0
<COMMON>                                       440,000
                                0
                                          0
<OTHER-SE>                                  27,451,000
<TOTAL-LIABILITY-AND-EQUITY>               102,273,000
<SALES>                                      9,153,000
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<CGS>                                        9,050,000
<TOTAL-COSTS>                               11,514,000
<OTHER-EXPENSES>                               259,000
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             794,000
<INCOME-PRETAX>                            (2,594,000)
<INCOME-TAX>                                   130,000
<INCOME-CONTINUING>                        (2,724,000)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                               (2,724,000)
<EPS-PRIMARY>                                    (.62)
<EPS-DILUTED>                                    (.62)
        

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