ALLIED RESEARCH CORP
10-K/A, 1996-04-03
ORDNANCE & ACCESSORIES, (NO VEHICLES/GUIDED MISSILES)
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Trends In Liquidity And Capital Resources


                  Allied  experienced  liquidity  problems  during  1990 and the
first portion of 1991 due to substantial  operating  losses  experienced  during
1988 and 1989 as well as the  pledge  of cash  needed  to  accommodate  the then
increasing backlog of orders. The liquidity improved significantly in 1991-1993.
The  substantial  losses  incurred in 1994 caused a decline in  liquidity  which
decline  continued  throughout  1995 due to the more modest  losses  incurred in
1995. A further  decline in liquidity is forecast for 1996 unless MECAR  obtains
and finances  substantial  contracts  from its principal  customer base or other
customers.  If such contracts are not timely obtained,  the continued decline in
liquidity  will  cause  Allied  to  accelerate  its  ongoing  program  to reduce
operating   costs,  seek   additional   capital   and/or  take  other  currently
unidentified  actions to remedy the liquidity deficiency.

Liquidity.

                  Allied's liquidity  continued to decline in 1995,  principally
as  a  result  of  non-profitable  operations  at  MECAR.  Working  capital  was
approximately $13.98 at December 31, 1995, which is a decrease of $2.47 from the
December 31, 1994 level.  The working  capital is required for operations and to
support credit facility agreements.

                  Accounts  receivable  at  December  31,  1995  decreased  from
December 31, 1994 by $.7 due to larger collections at the end of 1995. Costs and
accrued  earnings on  uncompleted  contracts  decreased  by $2.08 from 1994 as a
result of lower levels of work in process at 1995 year-end.  Inventory increased
by $2.01 over 1994,  generally as a result of longer production  times.  Prepaid
expenses and  deposits  decreased  $.11 due to a decline in new orders.  Current
liabilities  decreased by $26.07 from 1994 levels as a result of the  completion
and final delivery of various contracts and an increase in long-term debt.

                  During  1995,  1994 and 1993,  Allied  funded  its  operations
principally  with  internally  generated  cash  and  back-up  credit  facilities
required for foreign government contracts.

                  Allied  and  its  subsidiaries  implemented  substantial  cost
cutting  initiatives  in 1995.  Allied  reduced its  general and  administrative
expenditures by 17%; similarly, MECAR reduced its expenditures by 2%. The London
office of Limited was closed in late 1994 which  resulted in  substantial  cost
savings  in 1995.  Services  projects  were  wound  down  throughout  1995 which
resulted in a reduction in costs of 45%. Selling and administrative expenses for
Allied  increased by $.13 in 1995 over 1994 since the 1995  expenses  included a
full year of such  expenses  at VSK (as  opposed to seven (7) months in 1994) as
well as almost eight (8) months of such expenses at IDCS.

                                       17

<PAGE>


                  Research  and  development  costs  increased in 1994 over 1993
levels due to additional  efforts by MECAR in broadening its product  lines.  In
addition,  Services  continued  to  expend  funds in its  efforts  to bring  its
demilitarization and water purification efforts to market.

Interest Income

                  Interest  income  decreased  in  1995  from  1994  due  to the
utilization  of cash for  unprofitable  operations  and  reduced  cash  deposits
associated with the Term Loan agreement.

                  Interest  income  decreased  in  1994  from  1993  due  to the
utilization of cash for  unprofitable  operations and the acquisition of The VSK
Group.

Interest Expense

                  Interest expense  decreased in 1995 from 1994 as a result of a
decrease in outstanding debt and credit facilities fees.

                  Interest expense  decreased in 1994 from 1993 as a result of a
decrease in outstanding debt and credit facilities fees.

Other - Net

                  Allied  had a  gain  in  1995  of  $2.0  from  other  sources,
principally  consisting  of net currency  gains  occasioned by the weakened U.S.
dollar.

                  Allied  had a  gain  in  1994  of  $1.3  from  other  sources,
principally  consisting  of net currency  gains  occasioned by the weakened U.S.
dollar.  In 1993, Allied had a net loss of $1.0 including a net currency loss of
$1.2.

Income Taxes

                  The 1995  effective  tax rate was 58.6%  primarily  due to the
losses  incurred at MECAR  (which can only be carried  forward)  and foreign tax
rate differentials in the U.S.

                  The  1994  effective  tax  rate  was  6.5%  due to the  losses
incurred at MECAR (which can only be carried forward) and in the U.S.

Net Earnings (Loss)

                  The Company incurred a $2.01 loss in 1995 compared with a loss
of $10.94 in 1994. BRI and The VSK Group operated at a profit in 1995; MECAR and
Services  operated at a loss.  The loss

                                       22


<PAGE>

                          Allied Research Corporation

                     CONSOLIDATED STATEMENTS OF OPERATIONS

                            Year ended December 31,

<TABLE>
<CAPTION>
                                                    1995              1994              1993
                                                -----------      -------------      ------------
<S>                                             <C>              <C>                <C>
Revenue (note M)                                $65,768,907      $  69,846,845      $147,097,482

Costs and expenses
  Cost of sales                                  49,896,794         63,976,951       118,897,942
  Selling and administrative                     15,758,673         15,631,256        11,655,229
  Research and development                        2,087,278          1,262,333           841,685
  Restructuring charge (note R)                         -              326,831         2,883,289
                                                 ----------       ------------       -----------
                                                 67,742,745         81,197,371       134,278,145
                                                 ----------       ------------       -----------

                 Operating income (loss)         (1,973,838)       (11,350,526)       12,819,337

Other income (deductions)
  Interest income                                 1,770,278          3,539,888         4,327,313
  Interest expense                               (3,034,537)        (3,768,788)       (4,108,053)
  Other - net (note O)                            1,968,478          1,306,083        (1,003,059)
                                               ------------      -------------     -------------
                                                    704,219          1,077,183          (783,799)
                                               ------------      -------------     -------------

                 Earnings (loss) before
                    income taxes                 (1,269,619)       (10,273,343)       12,035,538

Income taxes (notes A and P)                        743,652            667,763         4,040,416
                                               ------------     --------------     -------------

                 NET (LOSS) EARNINGS           $ (2,013,271)     $ (10,941,106)    $   7,995,122
                                                ===========       ============     =============


Earnings (loss) per common share (note S)             $( .46)            $(2.49)           $1.73
                                                       =====              =====             ====
</TABLE>

The accompanying notes are an integral part of these statements.

                                      F-6



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