ALLIED CAPITAL CORP
10-Q, 1996-05-15
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<PAGE>   1

                                   Form 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act 
of 1934


For the quarterly period                     Commission file number:
ended MARCH 31, 1996                                  814-97        
      --------------                          ----------------------
                                            

                          ALLIED CAPITAL CORPORATION             
             ------------------------------------------------------
             (exact name of Registrant as specified in its charter)



       MARYLAND                                          53-0245085      
- -----------------------                            ----------------------
(State or jurisdiction of                               (IRS Employer
incorporation or organization)                       Identification  No.)


                       C/O ALLIED CAPITAL ADVISERS, INC.
                              1666 K STREET, N.W.
                                   9TH FLOOR
                            WASHINGTON, DC   20006              
                 ----------------------------------------------
                    (Address of principal executive offices)


       Registrant's telephone number, including area code: (202) 331-1112
                                                           --------------


Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 12 of 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter periods as 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  
                                           --- -----  --  -----

On May 3, 1996 there were 6,907,741 shares outstanding of the Registrant's
common stock, $1 par value.
<PAGE>   2
                  ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
                                FORM 10-Q INDEX


PART     I. FINANCIAL INFORMATION

 Item 1.  Financial Statements

<TABLE>
<S>                                                                                                             <C>
            Consolidated Balance Sheet as of March 31, 1996
            and December 31, 1995   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      1

            Consolidated Statement of Operations - For the Three Months Ended
            March 31, 1996 and 1995   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      2

            Consolidated Statement of Changes in Net Assets - For the Three Months
            Ended March 31, 1996 and 1995   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      3

            Consolidated Statement of Cash Flows - For the Three Months Ended
            March 31, 1996 and 1995   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      4

            Notes to Consolidated Financial Statements  . . . . . . . . . . . . . . . . . . . . . . . . . .      5

  Item 2. Management's Discussion and Analysis of Financial Condition
            and Results of Operations   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      7


PART II.  OTHER INFORMATION

  Item 1. Legal Proceedings   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      9

  Item 2. Changes in Securities   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      9

  Item 3. Defaults Upon Senior Securities   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      9

  Item 4. Submission of Matters to a Vote of Security Holders   . . . . . . . . . . . . . . . . . . . . . .      9

  Item 5. Other Information   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      9

  Item 6. Exhibits and Reports on Form 8-K  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      9

  Signatures  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     10
</TABLE>
<PAGE>   3
                         PART I - Financial Information

Item 1.  Financial Statements

                  ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                    (in thousands, except number of shares)

<TABLE>
<CAPTION>
                                                                                     March 31, 1996           December 31, 1995
                                                                                     --------------           -----------------
                                                                                        (unaudited)
       <S>                                                                                 <C>                      <C>
       Assets

       Investments at Value:

         Loans and debt securities (cost: 1996 - $95,893; 1995 -                           $ 89,688                   $ 90,377
           $98,119)  . . . . . . . . . . . . . . . . . . . . . . . . . .

         Equity securities (cost: 1996 - $16,616; 1995 - $15,039)  . . .                     31,923                     31,600

         Other investment assets (cost: 1996 - $2,398; 1995 - $2,457). .                      1,149                      1,207
                                                                                            -------                    -------

                Total investments  . . . . . . . . . . . . . . . . . . .                    122,760                    123,184

       Cash and cash equivalents . . . . . . . . . . . . . . . . . . . .                     34,009                     22,743

       Other assets  . . . . . . . . . . . . . . . . . . . . . . . . . .                      3,484                      2,341
                                                                                            -------                     ------

                Total assets . . . . . . . . . . . . . . . . . . . . . .                   $160,253                   $148,268
                                                                                            =======                    =======

       Liabilities

       Debt  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                    $86,300                   $ 82,800

       Dividends and distributions payable . . . . . . . . . . . . . . .                         55                      3,808

       Other liabilities . . . . . . . . . . . . . . . . . . . . . . . .                      4,109                      3,479
                                                                                            -------                    -------

                                                                                             90,464                     90,087

       Redeemable preferred stock  . . . . . . . . . . . . . . . . . . .                      1,000                      1,000


       Commitments and Contingencies

       Shareholders' Equity

         Preferred Stock of wholly owned subsidiary, $100 par
           value; 60,000 shares authorized, issued and
           outstanding at 3/31/96 and 12/31/95 . . . . . . . . . . . . .                      6,000                      6,000

         Common stock, $1 par value; 10,000,000 shares
           authorized; 6,907,741 and 6,198,138 shares
            issued and outstanding at 3/31/96 and 12/31/95 . . . . . . .                      6,908                      6,198

         Additional paid-in capital  . . . . . . . . . . . . . . . . . .                     49,767                     41,491

         Notes receivable from sale of common stock  . . . . . . . . . .                       (373)                      (401)

         Net unrealized appreciation on investments  . . . . . . . . . .                      7,853                      7,569

         Distributions in excess of accumulated earnings . . . . . . . .                     (1,366)                    (3,676)
                                                                                           --------                   --------

                 Total shareholders' equity  . . . . . . . . . . . . . .                     68,789                     57,181
                                                                                            -------                    -------

                 Total liabilities and shareholders' equity  . . . . . .                   $160,253                   $148,268
                                                                                            =======                    =======
</TABLE>





   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS





                                       1
<PAGE>   4
                  ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF OPERATIONS
                    (in thousands, except per share amounts)
                                  (unaudited)


<TABLE>
<CAPTION>
                                                                                             For the Three Months Ended
                                                                                                     March 31,              
                                                                                            -----------------------------

                                                                                                 1996               1995  
                                                                                            ----------         ----------
            <S>                                                                               <C>                 <C>
            Investment income:

              Interest  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             $  3,334            $ 3,142

              Dividends and other income  . . . . . . . . . . . . . . . . . . . .                  418                407
                                                                                               -------             ------

                Total investment income . . . . . . . . . . . . . . . . . . . . .                3,752              3,549
                                                                                               -------             ------

            Expenses:

              Interest expense  . . . . . . . . . . . . . . . . . . . . . . . . .                1,831              1,697

              Investment advisory fee . . . . . . . . . . . . . . . . . . . . . .                  734                637

              Other operating expenses  . . . . . . . . . . . . . . . . . . . . .                  205                334
                                                                                               -------             ------

                Total expenses  . . . . . . . . . . . . . . . . . . . . . . . . .                2,770              2,668
                                                                                               -------             ------

            Net investment income . . . . . . . . . . . . . . . . . . . . . . . .                  982                881

            Net realized gains on investments . . . . . . . . . . . . . . . . . .                3,176                 78
                                                                                               -------             ------

            Net investment income before net unrealized
            appreciation on investments   . . . . . . . . . . . . . . . . . . . .                4,158                959


            Net unrealized appreciation on investments  . . . . . . . . . . . . .                  284              1,175
                                                                                               -------             ------

            Net increase in net assets resulting from
               operations . . . . . . . . . . . . . . . . . . . . . . . . . . . .             $  4,442            $ 2,134
                                                                                               =======             ======


            Earnings per common share . . . . . . . . . . . . . . . . . . . . . .             $   0.69            $  0.34
                                                                                               =======             ======

            Weighted average number of common shares and
                common share equivalents outstanding  . . . . . . . . . . . . . .                6,343              6,154
                                                                                               =======             ======
</TABLE>





   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS





                                       2
<PAGE>   5
                  ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS
                    (in thousands, except per share amounts)
                                  (unaudited)


<TABLE>
<CAPTION>
                                                                                          For the Three Months Ended March 31, 
                                                                                         --------------------------------------
  
                                                                                            1996                         1995  
                                                                                          ---------                    --------
       <S>                                                                               <C>                          <C>
       Increase in net assets resulting from operations:

         Net investment income . . . . . . . . . . . . . . . . . . .                     $    982                     $    881

         Net realized gains on investments . . . . . . . . . . . . .                        3,176                           78

         Net change in unrealized appreciation on investments  . . .                          284                        1,175
                                                                                          -------                      -------
             Net increase in net assets resulting from
               operations  . . . . . . . . . . . . . . . . . . . . .                        4,442                        2,134

       Distributions to shareholders:

         Common stock dividend . . . . . . . . . . . . . . . . . . .                       (1,793)                      (1,230)
                                                                                           
         Preferred stock dividend  . . . . . . . . . . . . . . . . .                          (55)                         (55)

       Capital Share Transactions  . . . . . . . . . . . . . . . . .                        9,014                          122
                                                                                          -------                      -------

       Net increase in net assets  . . . . . . . . . . . . . . . . .                       11,608                          971

       Net assets at beginning of the period . . . . . . . . . . . .                       57,181                       49,987
                                                                                          -------                      -------

       Net assets at end of Period . . . . . . . . . . . . . . . . .                       68,789                       50,958

       Preferred stock of wholly owned subsidiary  . . . . . . . . .                       (6,000)                      (6,000)
                                                                                          -------                      -------

       Net asset value available to common shareholders  . . . . . .                     $ 62,789                     $ 44,958
                                                                                          =======                      =======

       Net asset value per common share  . . . . . . . . . . . . . .                     $   9.09                     $   7.29
                                                                                          =======                      =======

       Common shares outstanding at end of period  . . . . . . . . .                        6,908                        6,163
                                                                                          =======                      =======
</TABLE>





     THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS





                                       3
<PAGE>   6
                  ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                 (in thousands)
                                  (unaudited)

<TABLE>
<CAPTION>
                                                                                               For the Three Months Ended March 31,
                                                                                               ------------------------------------
                 
                                                                                                 1996                        1995 
                                                                                              ----------                  ----------
  <S>                                                                                           <C>                        <C>
  Cash Flows From Operating Activities:

    Net increase in net assets resulting from operations   . . . . . . . . .                    $  4,442                   $  2,134

    Adjustments to reconcile net increase in net assets resulting from

     operations to net cash provided by operating activities:

       Net unrealized appreciation on investments  . . . . . . . . . . . . .                        (284)                    (1,175)

       Net realized gains on investments   . . . . . . . . . . . . . . . . .                      (3,176)                       (78)

    Changes in assets and liabilities  . . . . . . . . . . . . . . . . . . .                        (513)                     1,328
                                                                                                 -------                     ------

          Net cash provided by operating activities  . . . . . . . . . . . .                         469                      2,209
                                                                                                 -------                     ------



  Cash Flows From Investing Activities:

       Net decrease in investments   . . . . . . . . . . . . . . . . . . . .                       4,038                        351

       Net purchase of U.S. government securities  . . . . . . . . . . . . .                           -                       (961)

       Payments on notes receivable  . . . . . . . . . . . . . . . . . . . .                          28                          -
                                                                                                 -------                     ------

          Net cash provided by (used in) investing activities  . . . . . . .                       4,066                       (610)
                                                                                                 -------                     ------


  Cash Flows From Financing Activities:

       Issuance of common shares   . . . . . . . . . . . . . . . . . . . . .                       8,200                          -

       Common distributions paid   . . . . . . . . . . . . . . . . . . . . .                      (4,749)                    (1,108)

       Preferred distributions paid  . . . . . . . . . . . . . . . . . . . .                        (220)                      (220)

       Proceeds from the issuance of OPIC debentures   . . . . . . . . . . .                       5,000                          -

       Payments on revolving line of credit  . . . . . . . . . . . . . . . .                      (1,500)                      (880)
                                                                                                 -------                     ------

          Net cash provided by (used in) financing activities  . . . . . . .                       6,731                     (2,208)
                                                                                                 -------                     ------


  Net increase (decrease) in cash and cash equivalents   . . . . . . . . . .                      11,266                       (609)

  Cash and cash equivalents, beginning of period   . . . . . . . . . . . . .                      22,743                      6,609
                                                                                                 -------                     ------


  Cash and cash equivalents, end of period   . . . . . . . . . . . . . . . .                    $ 34,009                   $  6,000
                                                                                                 =======                     ======
</TABLE>





    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS





                                       4
<PAGE>   7
                  ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996
                                  (UNAUDITED)


NOTE 1.  GENERAL

         In the opinion of management, the accompanying unaudited consolidated
         financial statements of Allied Capital Corporation and its
         subsidiaries (the Company) contain all adjustments (consisting of only
         normal recurring accruals) necessary to present fairly the financial
         position of the company as of March 31, 1996 and the results of
         operations, changes in net assets, and cash flows for the periods
         indicated.  Certain information and footnote disclosures normally
         included in the consolidated financial statements prepared in
         accordance with generally accepted accounting principles have been
         condensed or omitted.  It is suggested that these consolidated
         financial statements be read in conjunction with the financial
         statements and notes thereto included in the Company's December 31,
         1995 Annual Report.  The results of operations for the three months
         ended March 31, 1996 are not necessarily indicative of the operating
         results to be expected for the full year.  Certain reclassifications
         have been made to the 1995 financial statements in order to conform to
         the 1996 presentation.

NOTE 2.  DIVIDENDS AND DISTRIBUTIONS

         The Company's board of directors declared a $0.26 per share first
         quarter dividend that was paid on March 29, 1996 to shareholders of
         record as of March 15, 1996.

NOTE 3.  DEBT

         The Company had no borrowings outstanding under its revolving line of
         credit agreement as of March 31, 1996.

         The Company borrowed $5,000,000 under its loan agreement with the
         Overseas Private Investment Corporation (OPIC) in order to finance its
         first OPIC qualified investment.  The OPIC loan bears interest at
         6.48% as of March 31, 1996 and all principal is due at the maturity
         date, which is February, 2006.  In addition, OPIC is entitled to
         receive from the Company a contingent fee at maturity of the loan
         equal to five percent of the return generated by the OPIC-related
         investments in excess of seven percent.

NOTE 4.  SHAREHOLDERS' EQUITY

         The Company issued to the common stockholders at the close of business
         on January 22, 1996, the record date, non-transferable subscription
         rights that entitled record date stockholders to subscribe for and
         purchase from the Company up to one authorized, but unissued share of
         the Company's common stock for each seven subscription rights held.
         The Company offered a total of 885,448 shares of common stock pursuant
         to this offer.  Stockholders who fully exercised their subscription
         rights were entitled to the additional privilege of subscribing for
         shares from the offering not acquired by exercise of subscription
         rights.

         The subscription price per common share was $13.11, which equaled 95
         percent of the average of the last reported sale price of a share of
         common stock on the Nasdaq National Market on February 27, 1996 (the
         expiration date of the offer) and each of the four preceding business
         days.  Stockholders participating in the offering subscribed for
         411,961 shares through the primary subscription and 251,749 shares
         through the oversubscription privilege for a total of 663,710 shares.
         The Company received net proceeds of $8,200,000 from the rights
         offering after estimated expenses of $458,000, including a 2.5 percent
         commission paid to eligible broker/dealers on each share sold as a
         result of their soliciting efforts.

NOTE 5.  COMMITMENTS AND CONTINGENCIES

         Commitments.   The Company had commitments to invest in various 
         existing and prospective portfolio companies, stand by letters of
         credit and third party guarantees outstanding of $1,600,000
         at March 31, 1996.





                                       5
<PAGE>   8
                  ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 1996
                                  (UNAUDITED)


         Litigation.  The Company is party to certain lawsuits in connection
         with investments it has made to small businesses.  While the outcome
         of these legal proceedings cannot at this time be predicted with
         certainty, management does not expect that these actions will have a
         material effect upon the consolidated financial position of the
         Company.





                                       6
<PAGE>   9
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

         RESULTS OF OPERATIONS

         For the First Quarter Ended March 31, 1996 and 1995.

         The net increase in net assets resulting from operations for the
         quarter ended March 31, 1996 was $4.4 million, an increase of
         108% over the net increase in net assets resulting from operations for
         the quarter ended March 31, 1995.  Earnings per common share was
         $0.69 for the current quarter as compared to $0.34 per common share
         for the comparable quarter of the prior year.

         For the quarter ended March 31, 1996, net investment income increased
         11% to $982,000 as compared to $881,000 for the comparable quarter of
         1995.  Total investment income increased 5.7% in the first quarter of
         1996 as compared to the first quarter of 1995.  This increase is
         primarily attributable to the Company increasing its investments in
         loans and debt securities, that earn a current return.

         Total expenses increased 3.8% to $2.8 million for the quarter ended
         March 31, 1996 from $2.7 million last year.  Interest expense
         increased 7.9% for the first quarter of 1996 as compared to the
         comparable quarter of the previous year as a result of the Company's
         outstanding borrowings increasing to $86.3 million from $76.1 million
         at March 31,1995.  The Company's investment advisory fee increased
         approximately 15% to $734,000 for the quarter ended March 31, 1996
         from $637,000 in the first quarter of 1995.  This increase is the
         result of the Company's growth in invested assets and total assets
         from March 31, 1995.  Other operating expenses decreased approximately
         39% for the first quarter of 1996 as compared to 1995.  Other
         operating expenses were higher in the first quarter of 1995 due to
         non-recurring legal fees related to litigation that was settled in
         1995.

         Net realized gains on investments were $3.2 million for the quarter
         ended March 31, 1996.  During the quarter the Company successfully
         liquidated two equity investments in its portfolio that generated
         significant gains.

         LIQUIDITY AND CAPITAL RESOURCES

         Total assets increased approximately $12 million to $160.3 million as
         of March 31, 1996 from $148.3 million as of December 31, 1995.  This
         growth in total assets resulted primarily from the Company's
         one-for-seven non-transferable rights offering, which netted
         approximately $8.2 million in proceeds, and the completion of its
         first qualified investment funded by its agreement with the Overseas
         Private Investment Corporation.

         Total investments as of March 31, 1996 decreased $0.4 million from
         December 31, 1995 as total repayments and changes in investment
         valuations during the first quarter of 1996 offset first quarter new
         investments of $5 million.  Cash and cash equivalents increased to $34
         million as of March 31, 1996 from $22.7 million at December 31, 1995
         due to the proceeds received from the rights offering and investment
         liquidations.

         The Company believes that it has adequate capital to continue to
         satisfy its operating needs, commitments and other future investment
         opportunities that may arise over the year.





                                       7
<PAGE>   10
         PORTFOLIO CHANGES

         For the three months ended March 31, 1996, the Company's portfolio had
         net unrealized appreciation of $284,000 due primarily to changes in
         market prices for public equity investments and sales of certain other
         portfolio investments.

         The Company's public equity investments which appreciated
         (depreciated) in value during the three months ended March 31, 1996
         were:
<TABLE>
<CAPTION>
                                                                       Unrealized
                                                                     appreciation
                                                                   (depreciation)
                                                                   --------------
                 <S>                                                 <C>
                 Allied Capital Lending Corporation                  $1,681,000
                 DMI Furniture                                          127,000
                 Esquire Communications                                  90,000
                 Garden Ridge Corporation                               444,000
                 Labor Ready                                            521,000
                 Nobel Education Dynamics                               825,000
                 Quality Software Products                             (306,000)
</TABLE>

          The sale of three portfolio investments resulted in unrealized
          appreciation (depreciation) and the recognition of realized gains
          (losses) during the three months ended March 31, 1996 as follows:

<TABLE>
<CAPTION>
                                                            Unrealized                Realized
                                                          Appreciation                    Gain
                                                        (Depreciation)                  (Loss)
                                                        --------------                  ------
                 <S>                                       <C>                     <C>
                 Garden Ridge Corporation                  $(1,518,000)            $ 1,692,000
                 June Broadcasting                          (1,948,000)              2,182,000
                 Providential                                  789,000                (789,000)
</TABLE>


         In addition, the Company's investment in Williams Brothers depreciated
         in value by $807,000.  The remaining net increase in net unrealized
         appreciation during the three months ended March 31, 1996 was
         $386,000.





                                       8
<PAGE>   11
                           Part II. OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS

         The Company is not a defendant in any material pending legal
         proceeding and no such material proceedings are known to be
         contemplated.

Item 2.  CHANGES IN SECURITIES

         No material changes have occurred in the securities of the Registrant.

Item 3.  DEFAULTS UPON SENIOR SECURITIES

         Not applicable

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None

Item 5.  OTHER INFORMATION

         None

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)   List of Exhibits

         11    Statement of Computation of Earnings Per Share

         (b)   Reports on Form 8-K

               No reports on Form 8-K were filed by the Company during the
               quarter ended March 31, 1996.





                                       9
<PAGE>   12
                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunder duly authorized.

                                         ALLIED CAPITAL CORPORATION
                                         --------------------------
                                                (Registrant)
                                         
                                         
                                         
                                         /s/ Jon A. DeLuca
                                         -----------------------------
Date: May 13, 1996                       Jon A. DeLuca
      ------------                       Executive Vice President and
                                         Chief Financial Officer





                                       10

<PAGE>   1
Allied Capital Corporation and Subsidiaries
Exhibit 11 Computation of Earnings Per Common Share
Form 10-Q
March 31, 1996

<TABLE>
<CAPTION>
                                                       For the Three Months Ended
                                                               March 31,         
                                                     ----------------------------
                                                           1995        1994     
                                                     ----------------------------
<S>                                                     <C>          <C>
Primary Earnings Per Common Share:

   Net Increase in Net Assets Resulting
        from Operations                                 $4,442,000   $2,134,000

   Less:  Dividends for Preferred Stock                    (55,000)     (55,000)
                                                     ---------------------------

   Net Increase in Net Assets Resulting
        from Operations Available to
        Common Shareholders                             $4,387,000   $2,079,000 
                                                     ===========================


   Weighted average number of common
        shares outstanding                               6,301,619    6,152,817

   Weighted average number of common
        shares issuable on exercise
        of outstanding stock options                        41,135          876 
                                                     ---------------------------

   Weighted average number of common
        shares and common share equivalents
        outstanding                                      6,342,754    6,153,693 
                                                     ===========================


   Earnings per Common Share                                 $0.69        $0.34 
                                                     ===========================



Fully Diluted Earnings Per Common Share:

   Net Increase in Net Assets Resulting
        from Operations                                 $4,442,000   $2,134,000

   Less:  Dividends for Preferred Stock                    (55,000)     (55,000)
                                                     ---------------------------

   Net Increase in Net Assets Resulting
        from Operations Available to
        Common Shareholders                             $4,387,000   $2,079,000 
                                                     ===========================

   Weighted average number of common
        shares and common share
        equivalents outstanding as computed for
        primary earnings per share                       6,342,754    6,153,693

   Weighted average of additional
        shares issuable on exercise
        of outstanding stock options                        -            -      
                                                     ---------------------------

   Weighted average number of common
        shares and common share equivalents
        outstanding, as adjusted                         6,342,754    6,153,693 
                                                     ===========================


   Earnings per Common Share                                 $0.69        $0.34 
                                                     ===========================
</TABLE>






<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from Allied
Capital Corporation and subsidiaries' consolidated balance sheet and
consolidated statements of operations, changes in net assets and cash flows and
is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               MAR-31-1996
<INVESTMENTS-AT-COST>                          114,907
<INVESTMENTS-AT-VALUE>                         122,760
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                  37,493
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                 160,253
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                         86,300
<OTHER-ITEMS-LIABILITIES>                        5,164
<TOTAL-LIABILITIES>                             91,464
<SENIOR-EQUITY>                                  6,908
<PAID-IN-CAPITAL-COMMON>                        49,767
<SHARES-COMMON-STOCK>                            6,908
<SHARES-COMMON-PRIOR>                            6,198
<ACCUMULATED-NII-CURRENT>                      (1,366)
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         7,853
<NET-ASSETS>                                    68,789
<DIVIDEND-INCOME>                                  418
<INTEREST-INCOME>                                3,334
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   2,770
<NET-INVESTMENT-INCOME>                            982
<REALIZED-GAINS-CURRENT>                         3,176
<APPREC-INCREASE-CURRENT>                          284
<NET-CHANGE-FROM-OPS>                            4,442
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                        1,848
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            664
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                 46
<NET-CHANGE-IN-ASSETS>                          11,608
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                      (3,676)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              734
<INTEREST-EXPENSE>                               1,831
<GROSS-EXPENSE>                                  2,770
<AVERAGE-NET-ASSETS>                            62,985
<PER-SHARE-NAV-BEGIN>                             8.26
<PER-SHARE-NII>                                    .14
<PER-SHARE-GAIN-APPREC>                            .50
<PER-SHARE-DIVIDEND>                               .26
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               9.09
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                          83,800
<AVG-DEBT-PER-SHARE>                             12.13
        

</TABLE>


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