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, 2001 -------------- 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 260 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, 2001: 4,906,678. ALLIED RESEARCH CORPORATION INDEX PAGE PART I. FINANCIAL INFORMATION - UNAUDITED NUMBER Item 1. Financial Statements Condensed Consolidated Balance Sheets March 31, 2001 and December 31, 2000......................... 2 Condensed Consolidated Statements of Earnings Three months ended March 31, 2001 and 2000................... 3 Condensed Consolidated Statements of Cash Flows Three months ended March 31, 2001 and 2000.................... 4 Notes to Condensed Consolidated Financial Statements................ 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations........................................... 9 PART II. OTHER INFORMATION................................................... 13 Allied Research Corporation CONDENSED CONSOLIDATED BALANCE SHEETS (Thousands of Dollars) (Unaudited) - -------------------------------------------------------------------------------- ASSETS March 31, 2001 December 31, 2000 --------------- ------------------ CURRENT ASSETS Cash and equivalents $ 5,031 $ 7,570 Restricted cash 3,700 3,010 Accounts and note receivable 17,313 18,662 Costs and accrued earnings on uncompleted contracts 32,128 34,136 Inventories 7,598 5,911 Fair value of forward exchange contracts 2,099 - Prepaid expenses 3,487 2,996 ------- ------- Total current assets 71,356 72,285 PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation 11,470 11,675 OTHER ASSETS Intangibles, net of accumulated amortization 3,046 3,252 Deferred taxes 295 406 Other 267 139 ------- ------- 3,608 3,797 ------- ------- $86,434 $87,757 ======= ======= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Notes payable $ 4,545 $ 3,699 Current maturities of long-term debt 1,044 1,079 Accounts payable 14,546 22,009 Accrued liabilities 7,017 4,823 Customer deposits 7,614 5,777 Forward exchange contract commitments 2,099 - ------- ------- Total current liabilities 36,865 37,387 LONG-TERM DEBT, less current maturities 3,198 3,529 DEFERRED INCOME TAXES - 121 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, 4,906,678 in 2001 and 4,812,464 in 2000 491 481 Capital in excess of par value 14,398 13,689 Retained earnings 41,449 40,306 Accumulated other comprehensive loss (9,967) (7,756) ------- ------- 46,371 46,720 ------- ------- $86,434 $87,757 ======= ======= The accompanying notes are an integral part of these consolidated financial statements. 2 Allied Research Corporation CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Thousands of Dollars) (Unaudited) - -------------------------------------------------------------------------------- Three months ended March 31 ----------------------------- 2001 2000 ---------- ---------- Revenue $ 17,010 $ 23,474 Cost and expenses Cost of sales 12,022 18,957 Selling and administrative 2,702 2,337 Research and development 453 396 ---------- ---------- Operating income 1,833 1,784 Other income (deductions) Interest income 135 114 Interest expense (395) (154) Other 441 (133) ---------- ---------- 181 (173) ---------- ---------- Earnings before discontinued operation and income taxes 2,014 1,611 Income tax expense 871 644 ---------- ---------- Earnings from continuing operations 1,143 967 Discontinued operation Engineering and technical segment Income from operations, net of income taxes - 54 Gain on sale, net of income taxes - 431 ---------- ---------- - 485 ---------- ---------- NET EARNINGS $ 1,143 $ 1,452 ========== ========== Earnings per share Basic Continuing operations $ .23 $ .20 Discontinued operation - .10 ---------- ---------- Net income $ .23 $ .30 ========== ========== Diluted Continuing operations $ .23 $ .20 Discontinued operation - .10 ---------- ---------- Net income $ .23 $ .30 ========== ========== Weighted average number of common shares: Basic 4,870,515 4,840,337 Diluted 4,871,773 4,842,059 The accompanying notes are an integral part of these consolidated financial statements. 3 Allied Research Corporation CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Thousands of Dollars) (Unaudited) - -------------------------------------------------------------------------------- Three months ended March 31 ----------------------------- Increase (decrease) in cash and equivalents 2001 2000 ------- -------- Cash flows from continuing operating activities Net earnings $ 1,143 $ 1,452 Adjustments to reconcile net earnings to net cash provided by (used in) continuing operating activities Depreciation and amortization 417 387 Gain on sale of discontinued operation - (415) Income from discontinued operation - (70) Common stock award 533 - Changes in assets and liabilities Accounts receivable 776 851 Costs and accrued earnings on uncompleted contracts 116 (20,685) Inventories (2,117) (1,143) Prepaid expenses and other assets (127) (105) Accounts payable, accrued liabilities and customer deposits (2,275) 13,006 Income taxes - 857 ------- -------- Net cash (used in) provided by continuing operating activities (1,534) (5,865) Cash flows (used in) investing activities Capital expenditures (1,036) (1,294) Proceeds from sale of stock of subsidiary - 2,791 Proceeds from sale of fixed assets 156 - ------- -------- Net cash (used in) provided by investing activities (880) 1,497 Cash flows from financing activities Proceeds from long-term debt 372 826 Principal payments on long-term debt (738) (84) Net increase in short-term borrowings 846 6,599 Proceeds from employee stock purchases 185 89 Options exercised - 121 Retirement of common stock - (70) Restricted cash and restricted deposits (690) (3,105) ------- -------- Net cash (used in) provided by financing activities (25) 4,376 ------- -------- Net (decrease) increase in cash from continuing operations (2,439) 8 Effects of exchange rate changes on cash (100) 735 ------- -------- NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (2,539) 743 Cash and equivalents at beginning of period 7,570 5,968 ------- -------- Cash and equivalents at end of period $ 5,031 $ 6,711 ======= ======== Supplemental Disclosures of Cash Flow Information - ------------------------------------------------- Cash paid during the period for Interest $ 287 $ 205 Taxes 359 309 The accompanying notes are an integral part of these consolidated financial statements. 4 Allied Research Corporation NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2001 (Thousands of Dollars) (Unaudited) - -------------------------------------------------------------------------------- NOTE 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The condensed consolidated balance sheets as of March 31, 2001 and December 31, 2000, the condensed consolidated statements of earnings and the condensed consolidated statements of cash flows for the three months ended March 31, 2001 and 2000, 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, 2001 and 2000 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, 2000 Form 10-K filed with the Securities and Exchange Commission, Washington, D.C. 20549. The results of operations for the period ended March 31, 2001 and 2000 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 its wholly-owned subsidiaries, ARC Europe, S.A. (ARC Europe), a Belgian company, Barnes & Reinecke, Inc. (BRI), a Delaware corporation (which discontinued operations effective March 2000), Allied Research Corporation Limited (Limited), a United Kingdom company and ARC International Sales Corporation, a Barbados corporation (both of which are inactive). ARC Europe includes its wholly-owned subsidiaries Mecar S.A. (Mecar) and the VSK Group of companies. Mecar includes a related Belgian subsidiary, Sedachim, S.I. The VSK Group is comprised of Tele Technique Generale, S.A., I.D.C.S., N.V. and VSK Electronics N.V. and its wholly-owned subsidiaries, Belgian Automation Units, N.V. and Vigitec S.A. (Vigitec). Significant intercompany transactions have been eliminated in consolidation. NOTE 3 - DERIVATIVE FINANCIAL INSTRUMENTS In June 1998, Statement of Financial Accounting Standards (SFAS) No. 133, Accounting for Derivative Instruments and Hedging Activities" was issued. SFAS No. 133 establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. It specifies necessary conditions to be met to designate a derivative as a hedge. As amended by SFAS No.'s 137 and 138, SFAS No. 133 is effective for all fiscal quarters of all fiscal years beginning after June 15, 2000. As a result, the Company implemented SFAS No. 133 effective January 1, 2001. Prior to adoption of SFAS No. 133, gains and losses arising from the use of derivative instruments were deferred until realized. 5 Allied Research Corporation NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED March 31, 2001 (Thousands of Dollars) (Unaudited) - -------------------------------------------------------------------------------- NOTE 3 - DERIVATIVE FINANCIAL INSTRUMENTS - Continued The Company estimates fair value based on quotes obtained from the counterparties to the derivative contracts. The Company recognizes the fair value of derivative contracts that expire in less than one year as current assets or liabilities. Those that expire in more than one year are recognized as long-term assets or liabilities. If the derivative is designated as a hedge, depending on the nature of the hedge, changes in fair value are either offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings or recognized in other comprehensive income until the hedged item is recognized in earnings. Gains and losses from settlements of derivative contracts are reported as a component of other income. Changes in the fair value of derivative contracts prior to settlement are also reported as a component of other income. 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 place restrictions on cash deposits and other liens on Mecar's assets. VSK has also pledged certain term deposits to secure outstanding bank guarantees. Restricted cash of $3,700 and $3,010 included in current assets at March 31, 2001 and December 31, 2000, respectively, was restricted or pledged as collateral for these agreements and other obligations. NOTE 5 - DISCONTINUED OPERATION On December 10, 1999, the Company contracted to sell the engineering and technical segment of its business. Settlement of the sale occurred on March 10, 2000 and resulted in a gain of $431, net of taxes, on the sale. NOTE 6 - INVENTORIES Inventories are composed of raw materials and supplies. NOTE 7 - NOTES PAYABLE Mecar has a line-of-credit of up to $8,780 for working capital. Approximately $3,390 of the line was used at March 31, 2001 and $2,800 was outstanding at December 31, 2000. 6 Allied Research Corporation NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED March 31, 2001 (Thousands of Dollars) (Unaudited) - -------------------------------------------------------------------------------- NOTE 8 - CREDIT FACILITY The Company is obligated under various credit agreements (the "Agreements") with its foreign banking pool which provides credit facilities primarily for letters of credit, bank guarantees, performance bonds and similar instruments required for specific sales contracts. The Agreements provide for certain bank charges and fees as the line is used, plus fees of 2% of guarantees issued and annual fees of 1.25% - 1.35% of letters of credit and guarantees outstanding. These fees are charged to interest expense. As of March 31, 2001 and December 31, 2000, guarantees and performance bonds of $20,001 and $9,700, respectively, remain outstanding. Advances under the Agreements are secured by restricted cash at March 31, 2001 and December 31, 2000 of $3,700 and $3,010, respectively. Amounts outstanding are also collateralized by the letters of credit received under the contracts financed, and a pledge of approximately $26 million on Mecar's assets. Certain Agreements provide for restrictions on payments or transfers to Allied and its affiliates for management fees, intercompany loans, loan payments, the maintenance of certain net worth levels and other provisions. NOTE 9 - LONG-TERM FINANCING Mecar is obligated on a mortgage of approximately $1,400 on its manufacturing and administration facilities. The balance of the loan is payable in annual principal installments of approximately $471 and matures in 2004. The Company is also obligated on several mortgages on VSK Group's buildings which have a balance of approximately $310 at March 31, 2001. These mortgages are payable in annual installments of approximately $209 plus interest. Scheduled annual maturities of long-term obligations as of March 31, 2001 are approximately as follows: Year Amount ---- ------ 2002 $1,044 2003 1,016 2004 889 2005 1,124 2006 169 NOTE 10 - INCOME TAXES As of March 31, 2001, the Company had unused foreign tax credit carryforwards of approximately $288 which expire through 2004. Deferred tax liabilities have not been recognized for basis 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 $10,700 at December 31, 2000. Determination of the amount of unrecognized deferred tax liabilities is not practicable. 7 Allied Research Corporation NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED March 31, 2001 (Thousands of Dollars) (Unaudited) - -------------------------------------------------------------------------------- NOTE 11 - EARNINGS (LOSS) PER SHARE Incremental shares from the assumed conversion of stock options outstanding have been included in the diluted per share computation. 8 Allied Research Corporation MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS March 31, 2001 (Thousands of Dollars) (Unaudited) - -------------------------------------------------------------------------------- The following is intended to update the information contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2000 and presumes that readers have access to, and will have read, "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in such Form 10-K. The Company conducts its business through its wholly-owned subsidiaries: Mecar, S.A. ("Mecar"), a Belgian corporation; and a group of Belgian corporations led by VSK Electronics, N.V., Teletechnique General, S.A., Vigitec S.A. and IDCS, S.A. (collectively, the "VSK Group"). This discussion refers to the financial condition and results of operations of the Company on a consolidated basis. All dollars are in thousands except per share amounts. Forward-Looking Statements -------------------------- This Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that are based on current expectations, estimates and projections about the Company and the industries in which it operates. In addition, other written or oral statements which constitute forward-looking statements may be made by or on behalf of the Company. Words such as "expects", "anticipates", "intends", "plans", "believes", "seeks", "estimates", or variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions ("Future Factors") which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecast in such forward-looking statements. The Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Future Factors include substantial reliance on Mecar's principal customers to continue to acquire Mecar's products on a regular basis; the cyclical nature of the Company's military business; rapid technological developments and changes and the Company's ability to continue to introduce competitive new products and services on a timely, cost effective basis; the ability of the Company to successfully continue to increase the commercial component of its business; the mix of products/services; domestic and foreign governmental fiscal affairs and public policy changes which may affect the level of purchases made by customers; changes in environmental and other domestic and foreign governmental regulations; continued availability of financing, financial instruments and financial resources in the amounts, at the times and on the terms required to support the Company's future business. These are representative of the Future Factors that could affect the outcome of the forward-looking statements. In addition, such statements could be affected by general industry and market conditions and growth rates; general domestic and international economic conditions, including interest rate and currency exchange rate fluctuations; increasing competition by foreign and domestic competitors, including new entrants; and other Future Factors. 9 Allied Research Corporation MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS March 31, 2001 (Thousands of Dollars) (Unaudited) - -------------------------------------------------------------------------------- Revenue ------- Allied had revenue of $17,010 in the first quarter of 2001, which was 72% of its revenue in the first three months of 2000. Revenue by Segment ---------------------------------------------------------------------- 1/st/ Quarter 2001 1/st/ Quarter 2000 ---------------------------- --------------------------- Percentage Percentage Amount of total Amount of total ------ ------------------- ------ ------------------ Mecar $11,801 69% $18,653 79% VSK 5,209 31% $ 4,795 21% Mecar's first quarter 2001 revenue was 63% of its revenue in the first quarter of 2000. The decline resulted from inclusion of some 2001 revenue from indirect sales via Mecar's independent distributor/value added reseller. In contrast, all Mecar revenue for the first quarter of 2000 was from direct sales to governments and government agencies. While revenues from Mecar's independent distributor/value reseller have a significantly lower unit selling price, the net margins from such sales approximate those realized from direct sales. The VSK Group's revenue in the first three (3) months of 2001 increased by $414, or 9% over its revenue in the first three (3) months of 2000. In each instance, the 2001 results were adversely affected by currency fluctuations to a greater degree than in the first quarter of 2000. For example, first quarter 2001 revenue of VSK Group increased by 16% over first quarter 2000 revenue if currency fluctuations are eliminated. Backlog ------- As of March 31, 2001, the Company's backlog was $72,628 compared to $63,500 at December 31, 2000 and $117,000 at March 31, 2000. The March 31, 2001 backlog consists of approximately $63,848 and $8,780 at Mecar and VSK Group, respectively. Operating Costs and Expenses ---------------------------- Cost of sales as a percentage of sales for the first three months of 2001 was approximately 71% compared with 81% from the same period in 2000. The reduction in cost is primarily related to cost reductions associated with sales to the Company's independent distributor/value added reseller. Selling and administrative expenses in the first quarter of 2001 were 16% as a percentage of revenue for the three months ended March 31, 2001 as compared to 10% as a percentage of revenue for the three months ended March 31, 2000. This increase resulted from costs associated with the new management team employed to implement Allied's growth plan. Research and Development ------------------------ Research and development costs incurred in the first three months of 2001 increased by 14% from 2000 levels. This increase is related to increased business activity at Mecar and the VSK Group. 10 Allied Research Corporation MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS March 31, 2001 (Thousands of Dollars) (Unaudited) - -------------------------------------------------------------------------------- Interest Income --------------- Interest income increased in the first quarter of 2001 by 18%, from 2000 levels, principally due to increased amounts of cash invested. Interest Expense ---------------- Interest expense increased in the first quarter of 2001 by 156% compared to the amount incurred in the first quarter of 2000, principally as a result of increased borrowings at Mecar via its line-of-credit. Other - Net ----------- Other - Net results were a $441 gain in the first quarter of 2001 and a $133 loss in the first quarter of 2000, largely due to net currency fluctuations at Mecar and the VSK Group. Pre-Tax Profit From Continuing Operations ----------------------------------------- Pre-Tax Profit by Segment ---------------------- 2001 2000 ------ ------ Mecar $1,350 $1,008 VSK 831 627 Corporate and other (167) (24) Mecar's 2001 first quarter pre-tax profit increased by $259, or 27%, over its 2000 first quarter pre-tax profit. Approximately one-half of Mecar's first quarter 2001 revenue was from indirect sales to its independent distributor/value added reseller. Such contracts produce less revenue than direct sales but do not adversely affect profitability. The VSK Group's 2001 pre-tax profit increased by $204 or 33%, over its 2000 first quarter pre-tax profit, notwithstanding substantial currency fluctuations, principally due to increased operating margins. Income Taxes ------------ The effective income tax expense in the first three months of 2001 was 43% compared to 40% in the first quarter of 2000. Net Earnings ------------ The Company earned $1,143 profits from continuing operations in the first quarter of 2001 and $967 in the first quarter of 2000. 11 Allied Research Corporation MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS March 31, 2001 (Thousands of Dollars) (Unaudited) - -------------------------------------------------------------------------------- In addition, in the first quarter of 2000, the Company reported (i) a net gain of $431 on the sale of Barnes & Reinecke, Inc. (BRI) and (ii) a net income of $54 from discontinued operation (i.e., the operations of BRI prior to completion of sale). Liquidity --------- Working capital, which includes restricted cash, was approximately $34,491 at March 31, 2001, which is $407 lower than the December 31, 2000 level. Allied's current working capital is required for operations and to support credit facility agreements. During the first three months of 2001, Allied funded its operations principally with internally generated cash and back-up credit facilities required for foreign government contracts. In addition, Mecar utilized a $8,780 line-of-credit, of which $3,390 was used at March 31, 2001 and is scheduled to be repaid during May 2001. As of March 31, 2001, the Company had unrestricted cash (i.e., cash not required by the terms of the bank pool agreement to collateralize contracts) of approximately $5,031 compared with approximately $7,570 at December 31, 2000. Restricted cash increased by $690 during the first quarter of 2001. Restricted cash at March 31, 2001 would have been greater but for the bank pool's partial waiver of this requirement which was provided to improve Mecar's liquidity. Allied's stockholders' equity as of March 31, 2001 was adversely affected by the deterioration of the value of the Euro verses the U.S. dollar during the first quarter of 2001, resulting in a $2,211 adjustment to "Accumulated other comprehensive loss". Allied is continuing to explore alternate methods of obtaining financing necessary to implement its growth plans. Allied's ability to cover its anticipated future operating and capital requirements is dependent upon its ability to generate positive cash flow from the operations of its subsidiaries, particularly the operations of Mecar. 12 Allied Research Corporation - -------------------------------------------------------------------------------- PART II. OTHER INFORMATION None. 13 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/ John G. Meyer, Jr. ------------------------------------- Date: April 30, 2001 John G. Meyer, Jr. Executive Vice President Chief Operating Officer and Acting Chief Financial Officer 14