ALLIED RESEARCH CORP
10-Q, 1996-08-12
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                                               June 30, 1996

                                       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 June 30, 1996: 4,432,406.


<PAGE>

                          ALLIED RESEARCH CORPORATION

                                     INDEX

- --------------------------------------------------------------------------------
                                                                          PAGE
PART I. FINANCIAL INFORMATION - UNAUDITED                                NUMBER



Item 1.  Financial Statements



         Condensed Consolidated Balance Sheets

                  December 31, 1995 and June 30, 1996......................2,3



         Condensed Consolidated Statements of Earnings

                  Three months and six months ended
                    June 30, 1996 and 1995...................................4



         Condensed Consolidated Statements of Cash Flows

                  Six months ended June 30, 1996 and 1995..................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..................................................15


<PAGE>

                          Allied Research Corporation

                     CONDENSED CONSOLIDATED BALANCE SHEETS

                             (Thousands of Dollars)

                                     ASSETS

                                  (Unaudited)

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

<TABLE>
<CAPTION>
                                                          June 30, 1996   December 31, 1995
                                                          -------------   -----------------
<S> <C>
CURRENT ASSETS
    Cash and equivalents, including restricted cash          $10,077           $15,744
    Accounts receivable                                       13,860            21,091
    Costs and accrued earnings on uncompleted contracts       13,959             6,311
    Inventories                                                6,055             6,337
    Prepaid expenses                                           1,208             1,113
                                                              ------            ------

            Total current assets                              45,159            50,596



PROPERTY, PLANT AND EQUIPMENT - AT COST
    Buildings                                                 13,625            14,247
    Machinery and equipment                                   32,660            35,189
                                                              ------            ------
                                                              46,285            49,436
    Less accumulated depreciation                             32,337            33,330
                                                              ------            ------
                                                              13,948            16,106
    Land                                                       1,425             1,545
                                                              ------            ------

            Total property, plant and equipment               15,373            17,651



OTHER ASSETS
    Deposit - restricted cash                                 15,589            18,492
    Intangibles                                                6,553             7,085
    Other                                                        310               429
                                                              ------            ------

            Total other assets                                22,452            26,006
                                                              ------            ------

                                                             $82,984           $94,253
                                                              ======            ======
</TABLE>

        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>
                                                             June 30, 1996     December 31, 1995
                                                             -------------     -----------------
<S> <C>
CURRENT LIABILITIES
    Notes payable                                               $ 1,651             $   485
    Current maturities of long-term debt                          1,923               2,786
    Accounts and trade notes payable                              9,130              17,787
    Accrued liabilities                                           5,615               4,858
    Accrued losses on contracts                                   1,122                 431
    Customer deposits                                             9,026               9,900
    Income taxes                                                    613                 371
                                                                 ------              ------

            Total current liabilities                            29,080              36,618


LONG-TERM DEBT, less current maturities                          24,927              28,435


DEFERRED INCOME TAXES                                               840                 847


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 4,432,406
        in 1996 and 4,422,056 in 1995                               443                 442
    Capital in excess of par value                               10,788              10,745
    Retained earnings                                            13,964              12,676
    Accumulated foreign currency translation adjustment           2,942               4,490
                                                                 ------              ------

            Total stockholders' equity                           28,137              28,353
                                                                 ------              ------

                                                                $82,984             $94,253
                                                                 ======              ======
</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 June 30,        Six months ended June 30,
                                                   ---------------------------        -------------------------
                                                      1996             1995              1996           1995
                                                   ----------       ----------        ----------    -----------
<S> <C>
Revenue                                            $   23,004       $   13,275        $   46,531    $    22,428

Cost and expenses
    Cost of sales                                      17,329           10,744            35,724         19,794
    Selling and administrative                          3,659            3,506             7,123          5,775
    Research and development                              363              298               774            493
                                                    ---------        ---------         ---------     ----------
                                                       21,351           14,548            43,621         26,062

            Operating income (loss)                     1,653           (1,273)            2,910         (3,634)

Other income (deductions)
    Interest expense                                     (862)            (784)           (1,540)        (1,578)
    Interest income                                       334              251               731          1,071
    Other - net                                          (115)             471              (231)           212
                                                    ---------        ---------         ---------     ----------
                                                         (643)             (62)           (1,040)          (295)

            Earnings (loss) before income taxes         1,010           (1,335)            1,870         (3,929)

Income taxes                                              359              423               583            553
                                                    ---------        ---------         ---------     ----------

            NET EARNINGS (LOSS)                    $      651       $   (1,758)       $    1,287    $    (4,482)
                                                    =========        =========         =========     ==========

Net income (loss) per common share                 $      .15       $     (.40)       $      .29    $     (1.02)
                                                    =========        =========         =========     ==========

Weighted average number of shares                   4,430,257        4,404,228         4,426,445      4,409,528
</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>
                                                                     Six months ended June 30
Increase (decrease) in cash and equivalents                          1996                1995
                                                                   --------            --------
<S> <C>
Cash flows from operating activities
    Net earnings (loss)                                            $  1,287            $(4,482)
    Adjustments to reconcile net earnings to net cash provided by
        (used in) operating activities
            Depreciation and amortization                               598                413
            Changes in assets and liabilities
                (Increase) decrease in
                     Accounts receivable                              6,119              3,772
                     Costs and accrued earnings on uncompleted
                       contracts                                     (8,324)               (69)
                     Inventories                                       (194)               769
                     Prepaid expenses and other assets                  498              1,462
                Increase (decrease) in
                     Accounts payable, accrued liabilities and
                         customer deposits                           (5,871)            (9,479)
                     Income taxes                                      (238)                97
                                                                    -------             ------

                         Net cash (used in) operating activities     (6,125)            (7,517)

Cash flows (used in) investing activities
    Capital expenditures                                               (263)                24
    Acquisitions (net of cash acquired)                                 --              (2,600)
                                                                    -------             ------

                         Net cash (used in) investing activities       (263)            (2,576)
</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)

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


<TABLE>
<CAPTION>
                                                              Six months ended June 30
                                                              1996                1995
<S> <C>
Cash flows from financing activities
    Principal payments of long-term debt                      (2,057)           (25,727)
    Net increase (decrease) in short-term borrowings           1,190             (2,473)
    Stock option/stock plan                                       44                 40
    Deposits - restricted cash                                 1,463              6,400
                                                              ------             ------

                            Net cash provided by (used in)
                                financing activities             640            (21,760)

Effects of exchange rate changes on cash                          81                (10)
                                                              ------             ------

                            NET (DECREASE) IN CASH AND
                                CASH EQUIVALENTS              (5,667)           (31,863)

Cash and equivalents at beginning of year                     15,744             43,606
                                                              ------             ------

Cash and equivalents at end of period                        $10,077            $11,743
                                                              ======             ======


Supplemental Disclosures of Cash Flow Information
    Cash paid during the period for
        Interest                                             $   664            $   620
        Taxes                                                    329                373
</TABLE>

        The accompanying notes are an integral part of these statements.

                                       6

<PAGE>

                          Allied Research Corporation

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                 June 30, 1996

                             (Thousands of Dollars)

                                  (Unaudited)

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

NOTE 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

    The condensed  consolidated  balance sheets as of June 30, 1996 and December
    31,  1995,  the  condensed  consolidated  statements  of  earnings  and  the
    condensed  consolidated  statements  of cash flows for the six months  ended
    June 30, 1996 and 1995,  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 June 30,  1996 and 1995
    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,  1995 Form 10-K  filed  with the  Securities  and  Exchange  Commission,
    Washington,  D.C. 20549. The results of operations for the period ended June
    30, 1996 and 1995 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., Tele Technique Generale,  Management Export Services,
    N.V. (MES),  I.D.C.S.,  N.V. (which was acquired May 9, 1995), VSK France, a
    French Company formed in 1995 and VSK Electronics  N.V. and its wholly-owned
    subsidiaries,  Classics,  B.V.B.A.  Detectia,  N.V.  and Belgian  Automation
    Units,  N.V.,  (collectively  "The VSK Group"). A minority interest owned by
    VSK Electronics in Building Control  Services,  N.V. (BCS) was accounted for
    under the equity  method in 1994.  BCS and MES were  liquidated  in 1995. In
    addition, the Company effectively ceased operations of ARC Services, Inc. in
    December,  1995. VSK France is also being liquidated  effective December 31,
    1995.

    The VSK Group acquisitions were accounted for as purchases,  and revenue and
    results  of  operations  from  June  1,  1994  and  May 9,  1995  (dates  of
    acquisition) have been consolidated.

    Significant intercompany transactions have been eliminated in consolidation.


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 and on May 9, 1995 Mecar,
    S.A. acquired I.D.C.S.,  N.V. a Belgian company and its minority interest in
    Belgian Automation Units, N.V. for a total of $2,972.

                                       7

<PAGE>

                           Allied Research Corporation

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                                 June 30, 1996

                             (Thousands of Dollars)

                                  (Unaudited)

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


NOTE 3 - ACQUISITION - Continued

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

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


                                               I.D.C.S.       VSK Group
                                             May 9, 1995     May 31, 1994

Fair value of tangible assets acquired            $2,587           $7,721
Liabilities assumed                                  855            6,285
                                                  ------            -----
Net assets acquired                                1,732            1,436
Cash paid                                          2,972            6,072
                                                   -----            -----

Excess of cost over assets acquired               $1,240           $4,636
                                                   =====            =====


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  $22,263 and $29,051 ($15,589 of which is classified
    as  long-term  at June 30, 1996 and $18,492 at December 31, 1995) as of June
    30, 1996 and December 31, 1995,  respectively,  are restricted or pledged as
    collateral for various bank agreements and are comprised as follows:

                                                         1996           1995
                                                       -------        -------

Cash
  Credit facility and related term loan agreements     $ 2,937        $ 7,755
  Other bank guarantees and letters of credit            2,770          1,769
  Notes payable and line-of-credit                         967          1,035
                                                        ------         ------
                                                         6,674         10,559

Deposit - restricted cash - long term
  Credit facility and related term loan agreements      15,589         18,492
                                                        ------         ------
                                                       $22,263        $29,051
                                                        ======         ======

                                       8

<PAGE>

                           Allied Research Corporation

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                                 June 30, 1996

                             (Thousands of Dollars)

                                  (Unaudited)

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

NOTE 5 - INVENTORIES

    Inventories consist of the following:

                                        June 30, 1996   December 31, 1995

           Raw materials and supplies       $6,055            $6,337


NOTE 6 - NOTES PAYABLE

    At June 30, 1996 and December 31, 1995,  secured  short-term loans of $1,651
    and $485, respectively,  were outstanding.  BRI has two $500 three year term
    loan  facilities  at 2% over prime with an  outstanding  balance at June 30,
    1996 of $818 for capital improvements and a $1,000 revolving  line-of-credit
    which had an  outstanding  balance of $650 at June 30, 1996.  The line bears
    interest  at the rate of prime plus .5%.  The credit  facility is secured by
    BRI's  eligible receivables  and  Allied's  guarantee.  The former agreement
    was a  $750  revolving  line-of-credit  agreement  which  had  an
    outstanding  balance  of  $445 as of  December  31,  1995.  Mecar  has  $967
    outstanding  under its  line-of-credit  at June 30, 1996 based on a variable
    market rate of interest.


NOTE 7 - CREDIT FACILITY

    Mecar is obligated under an amended 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,  plus  an  annual  fee  of
    approximately 2% of guarantees  issued.  As of June 30, 1996,  guarantees of
    $13,248 under the agreement remain outstanding.

    Advances  under the credit  facility  were secured by deposits of $18,526 of
    which  $15,589 is  long-term  at June 30,  1996 and  deposits  of $26,247 at
    December 31, 1995,  $18,492 of which is classified  as long-term  deposit at
    December 31, 1995. Amounts  outstanding were also  collateralized by pledges
    of  approximately  $27,600 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,  income and loss  levels and the  payment of bank fees and charges as
    defined in the Agreement.

    The Company is also liable for  guarantees and other  instruments  issued on
    its behalf by other banks which  approximate  $5,464 at June 30, 1996, which
    are collateralized by $1,975 of time deposits.

                                       9

<PAGE>

                           Allied Research Corporation

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                                 June 30, 1996

                             (Thousands of Dollars)

                                  (Unaudited)

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

NOTE 7 - CREDIT FACILITY - Continued

    Mecar is obligated  on a $5,000 20 year  mortgage on its  manufacturing  and
    administration facilities. As amended, the balance of the loan is payable in
    annual principal  installments of approximately  $600 (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  for $1,400.  The mortgage is payable in annual
    installments of $50 plus interest. In addition,  the Company is obligated on
    an outstanding  loan for the acquisition of I.D.C.S.,  N.V. in the amount of
    $1,822 payable in annual installments of $91 plus interest.


NOTE 8 - LONG-TERM FINANCING

    Scheduled annual maturities of long-term obligations as of June 30, 1996 are
as follows:

                   Year                               Amount

                   1997                              $ 1,923
                   1998                               17,419
                   1999                                1,730
                   2000                                1,408
                   2001                                1,011
                Thereafter                             3,359

                                                     $26,850


NOTE 9 - INCOME TAXES

    The Company  adopted the provisions of Statement of Financial  Accounting
    Standards No. 109,  "Accounting  for Income Taxes" ("SFAS No. 109") in 1993.

    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  $18,700 at June 30, 1996,  which under  Belgian law cannot be
    carried back but may be carried forward indefinitely,  and are subject to an
    annual limitation for 1996.

    As of June 30, 1996, the Company had unused foreign tax credit carryforwards
    of approximately $700 which expire through 2000.

                                       10

<PAGE>

                           Allied Research Corporation

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                                 June 30, 1996

                             (Thousands of Dollars)

                                  (Unaudited)

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


NOTE 9 - INCOME TAXES - Continued

    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
    $16,500 at June 30, 1996 and December 31, 1995.  Determination of the amount
    of unrecognized deferred tax liabilities is not practicable.


NOTE 10 - 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.

                                       11

<PAGE>

                          Allied Research Corporation

                     MANAGEMENT DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULT OF OPERATIONS - CONTINUED

                                 June 30, 1996

                             (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., Classics,  B.V.B.A., Detectia, N.V., I.D.C.S., N.V., and
    Belgian  Automation Units,  N.V.  (collectively  "The VSK Group"):  Barnes &
    Reinecke,   Inc.,  ("Barnes")  a  Delaware  corporation,   headquartered  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.

    Sales

    Revenue for the first six months of 1996 was $46,531,  a 107 % increase from
    the  comparable  period in 1995,  principally  due to  Mecar's  increase  in
    revenue.  Mecar revenue was $31,210, or up 242% compared to the period ended
    June 30, 1995.  Barnes'  revenue  was $6,398,  up 60% compared to the same
    period in 1995.  The VSK  Group's  revenue  for the  first  half of 1996 was
    $8,922  compared to $7,611 in 1995 (provided,  however,  the prior year only
    included  I.D.C.S for the post-May,  1995 period).  Limited and Services did
    not have  significant  revenue  this  period  or in last  year's  comparable
    period.

    Revenue for the quarter ended June 30, 1996 was $23,004, a 73% increase over
    the quarter ended June 30, 1995. Mecar recognized revenue of $15,385 for the
    quarter ended June 30, 1996, a 157% increase over the quarter ended June 30,
    1995;  Barnes'  revenue  of  $2,981  for the  quarter  ended  June 30,  1996
    constituted a 51% increase over the quarter ended June 30, 1995; the revenue
    of The VSK Group of $4,638 for the quarter ended June 30, 1996 constituted a
    26 % increase over the quarter ended June 30, 1995.

    The increase in Mecar and the VSK Group's  revenue  during the first six (6)
    months of 1996 resulted  principally  from a higher backlog of orders at the
    end of  calendar  year  1995  than  at the end of  calendar  year  1994  and
    continued  new  orders  in 1996.  Similarly,  Barnes'  improved  performance
    principally  resulted  from  continued  execution  of the order it  received
    during calendar year 1995 for the benefit of a foreign-based customer.

    Backlog

    As of June 30, 1996, the Company's  backlog was $98,906  compared with
    $68,100 at December 31, 1995 and $60,333 at March 31, 1996.

    Mecar's backlog at June 30, 1996 was $73,351  compared with $30,771 at March
    31, 1996. The increase is primarily  attributable to the receipt by Mecar in
    the latter portion of the second quarter of 1996 of approximately $50,000 in
    new orders from its principal customers.

    Barnes'  backlog as of June 30,  1996 was $7,763  compared  with  $10,190 at
    March 31, 1996.

    The backlog of The VSK Group as of June 30, 1996 was $17,792  compared  with
    $19,372 as of March 31, 1996.

                                       12

<PAGE>

                          Allied Research Corporation

                     MANAGEMENT DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULT OF OPERATIONS - CONTINUED

                                 June 30, 1996

                             (Thousands of Dollars)

                                  (Unaudited)

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


    Operating Costs and Expenses

    Cost of sales for the first six months of 1996 was approximately  $35,724 or
    76% of sales as compared to $19,794 or 88% for the first six months of 1995.
    Cost of sales for the  quarter  ended  June 30,  1996 was  $17,329 or 75% of
    sales  compared to 81% of sales for the same period the previous  year.  The
    percentage  decrease is primarily due to the increased amounts of revenue in
    1996 and the product mix.

    Selling and  administrative  expenses  were  approximately  $7,123 or 15% of
    revenues for the six months ended June 30, 1996 as compared to $5,775 or 26%
    for the six months ended June 30, 1995. Selling and administrative  expenses
    for the quarter ended June 30, 1996 were $3,659 or 16% of revenue  compared
    to 26% of sales for the same period in the previous year. The decrease
    reflects scheduled  reductions  in  certain  expenditures  and  increased
    amounts of revenue.

    Research and Development

    Research and development expenses were 2% of sales for each of the six month
    period and three month  period  ended June 30, 1996 as compared  with 2% for
    the corresponding periods in 1995.

    Operating Results

    There was  operating  income of $2,910  for the first six months of 1996 (or
    6.3% of revenue). This compares with an operating loss of $3,634 for the six
    months ended June 30, 1995.  During the second  quarter of 1996, the Company
    had  operating  income  of  $1,653  (or 7.2% of  revenue)  compared  with an
    operating  loss of $1,273 for the quarter ended June 30, 1995.  The improved
    results are primarily  attributable to increased  amounts of revenue at each
    of the  Company's  operating  units.  In  addition,  the 1995  results  were
    adversely  affected by the shutdown of Mecar's  facilities due to the April,
    1995 explosion.

    Interest Expense

    Interest  expense for the six months ending June 30, 1996 was  approximately
    the  same as for the six  months  ended  June  30,  1995.  Interest  expense
    increased  by  approximately  10% for the three month  period ended June 30,
    1996 over the same period in 1995 due to increased levels of borrowing.

    Interest Income

    Interest  income  decreased  for the  first  six  months  of 1996  over  the
    comparable  period  in 1995 as a result of lower  levels  of cash.  Interest
    income  increased  for the three month  period  ended June 30, 1996 over the
    same period in 1995 due to increased cash levels.

    Other - Net

    For the six months ended June 30,  1996,  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 CONDITION AND RESULT OF OPERATIONS - CONTINUED

                                 June 30, 1996

                             (Thousands of Dollars)

                                  (Unaudited)

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

    Liquidity and Capital Resources

    During the first six months of 1996 and throughout  1995,  Allied funded its
    operations  principally  with  internally  generated cash and back-up credit
    facilities required for foreign government contracts.  At June 30, 1996, the
    Company had unrestricted  cash (i.e.,  cash not required by the terms of the
    bank  agreement to  collateralize  contracts) of  approximately  $4,564,  as
    compared with approximately $3,403 as of March 31, 1996.

    In July,  1996, Mecar extended its bank pool agreement to finance the orders
    received from its principal customers. The financing continues to consist of
    performance  bonds,  advance payment guarantees and import letters of credit
    and a  $1,000  cash  line-of-credit.  The  financing  has been  provided  on
    substantially the same terms and conditions as historically  provided by the
    bank  pool  and as  summarized  in  prior  Company  filings.  The  financing
    documents  continue to restrict the amount of payments Mecar may make to any
    affiliated company, including the Company, absent bank pool approval.

    In connection with the bank pool extension,  the Company recapitalized Mecar
    by causing  Limited to convert a  substantial  portion of its  inter-company
    loan to Mecar capital.

    During the second  quarter of 1996,  Barnes  amended  its bank  facility  to
    increase  its line of  credit  from  $750 to  $1,000.  In  addition,  Barnes
    continues to be indebteded  to its bank for term loans payable  through June
    1999. As of June 30, 1996, the line of credit had an outstanding  balance of
    $650 and Barnes was indebted under its term loans in an aggregate  amount of
    $818.

    Accounts  receivable  at June 30, 1996  decreased  over December 31, 1995 by
    $7,232 and cost and accrued earnings on uncompleted  contracts  increased by
    $7,647 from 1995 as a result of an increase in production.  Inventories  and
    prepaid expenses  remained level.  Current  liabilities  decreased by $7,538
    from December 31, 1995 levels as a result of payments of accrued liabilities
    and accounts payable.

    Long-term debt (including current  maturities  thereof) as of June 30, 1996,
    decreased  by  approximately  $3,508 from  December  31, 1995 as a result of
    scheduled repayments of the term loan supporting Mecar's credit facility.

    In summary,  working capital was  approximately  $16,079 at June 30, 1996,
    which is an increase of $2,101 from December 31, 1995.

                                       14

<PAGE>

PART II.        OTHER INFORMATION

                None.

                                       15

<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




                                /s/ J. R. Sculley
                                -----------------------------------
Date:  August 12, 1996          J. R. Sculley
                                Chairman of the Board,
                                Chief Executive Officer and
                                Chief Financial Officer


<TABLE> <S> <C>


<ARTICLE>                     5
<NAME>                        Allied Research Corporation
     <CIK>                    0000003952
       
<S>                                       <C>
<PERIOD-TYPE>                             6-MOS
<FISCAL-YEAR-END>                              DEC-31-1996
<PERIOD-END>                                   JUN-30-1996
<CASH>                                          10,076,909
<SECURITIES>                                             0
<RECEIVABLES>                                   13,859,406
<ALLOWANCES>                                             0
<INVENTORY>                                      6,054,958
<CURRENT-ASSETS>                                45,158,856
<PP&E>                                          47,709,201
<DEPRECIATION>                                  32,336,438
<TOTAL-ASSETS>                                  82,984,171
<CURRENT-LIABILITIES>                           29,079,534
<BONDS>                                                  0
                                    0
                                              0
<COMMON>                                           443,241
<OTHER-SE>                                      27,693,692
<TOTAL-LIABILITY-AND-EQUITY>                    82,984,171
<SALES>                                         46,531,000
<TOTAL-REVENUES>                                46,531,000
<CGS>                                           35,724,000
<TOTAL-COSTS>                                   43,621,000
<OTHER-EXPENSES>                                 1,040,000
<LOSS-PROVISION>                                         0
<INTEREST-EXPENSE>                               1,540,000
<INCOME-PRETAX>                                  1,870,000
<INCOME-TAX>                                       583,000
<INCOME-CONTINUING>                              1,287,000
<DISCONTINUED>                                           0
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                     1,287,000
<EPS-PRIMARY>                                          .29
<EPS-DILUTED>                                          .29
        


</TABLE>


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