ALLIED CAPITAL LENDING 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


<TABLE>                                         
<S>                                                   <C>
For the quarterly period                              Commission file number:
ended MARCH 31, 1996                                         0-22832         
      --------------                                  -----------------------
</TABLE>


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


<TABLE>
<S>                                                    <C>
       MARYLAND                                                52-1081052      
- -----------------------                                ------------------------
(State or jurisdiction of                                    (IRS Employer
incorporation or organization)                             Identification  No.)
</TABLE>

                       C/O ALLIED CAPITAL ADVISERS, INC.
                               1666 K STREET, NW
                                   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 4,389,461 shares outstanding of the Registrant's
common stock, $0.0001 par value.
<PAGE>   2
                       ALLIED CAPITAL LENDING CORPORATION
                                FORM 10-Q INDEX



<TABLE>
<S>                                                                                                  <C>
PART I.  FINANCIAL INFORMATION

  Item 1.  Financial Statements

             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 the 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 LENDING CORPORATION
                           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 receivable (cost: 1996 - $43,946; 1995 - $46,451) . . . . . .               $  43,730                    $  46,223

   Loan held for sale (cost: 1996 - $586; 1995 - $851) . . . . . . . .                     626                          924
                                                                                      --------                      -------
           Total investments . . . . . . . . . . . . . . . . . . . . .                  44,356                       47,147

 Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . .                   1,237                        3,020

 Accrued interest receivable . . . . . . . . . . . . . . . . . . . . .                     703                          732

 Excess servicing asset  . . . . . . . . . . . . . . . . . . . . . . .                   4,230                        3,828

 Other assets  . . . . . . . . . . . . . . . . . . . . . . . . . . . .                     638                          753
                                                                                      --------                      -------
          Total assets . . . . . . . . . . . . . . . . . . . . . . . .               $  51,164                    $  55,480
                                                                                      ========                      =======

 LIABILITIES AND SHAREHOLDER'S EQUITY

 Liabilities:

   Notes payable . . . . . . . . . . . . . . . . . . . . . . . . . . .               $  16,008                    $  18,914

   Accounts payable and accrued expenses . . . . . . . . . . . . . . .                   1,877                        3,012

   Investment advisory fee payable . . . . . . . . . . . . . . . . . .                     314                          330

   Dividends and distributions payable . . . . . . . . . . . . . . . .                     --                           340
                                                                                      --------                      -------
          Total liabilities  . . . . . . . . . . . . . . . . . . . . .                  18,199                       22,596
                                                                                      --------                      -------

 Commitments and Contingencies

 Shareholders' Equity

 Common stock, $0.0001 par value; 20,000,000 shares
   authorized; 4,389,461 and 4,384,921 shares issued and
   outstanding at 3/31/96 and 12/31/95 . . . . . . . . . . . . . . . .                      --                          --

 Additional paid-in capital  . . . . . . . . . . . . . . . . . . . . .                  33,318                       33,252

 Net unrealized depreciation on investments  . . . . . . . . . . . . .                    (176)                        (155)

 Distributions in excess of accumulated  earnings  . . . . . . . . . .                    (177)                        (213)
                                                                                      --------                      -------

           Total shareholders' equity  . . . . . . . . . . . . . . . .                  32,965                       32,884
                                                                                      --------                      -------
           Total liabilities and shareholders' equity  . . . . . . . .               $  51,164                    $  55,480
                                                                                      ========                      =======
</TABLE>




  THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
                                  STATEMENTS





                                       1
<PAGE>   4
                       ALLIED CAPITAL LENDING CORPORATION
                      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  . . . . . . . . . . . . . . . . . . . . . . . . . . .          $   1,591          $   1,222

   Premium income  . . . . . . . . . . . . . . . . . . . . . . . .                662                605
                                                                             --------           --------
     Total investment income . . . . . . . . . . . . . . . . . . .              2,253              1,827
                                                                             --------           --------


 Expenses:

   Investment advisory fee . . . . . . . . . . . . . . . . . . . .                314                224

   Interest expense  . . . . . . . . . . . . . . . . . . . . . . .                396                 74

   Other operating expenses  . . . . . . . . . . . . . . . . . . .                132                135
                                                                             --------           --------

     Total expenses  . . . . . . . . . . . . . . . . . . . . . . .                842                433
                                                                             --------           --------


 Net investment income . . . . . . . . . . . . . . . . . . . . . .              1,411              1,394

 Net realized (losses) recoveries on investments . . . . . . . . .                (60)                10
                                                                             --------           --------


 Net investment income before net unrealized
  depreciation on investments  . . . . . . . . . . . . . . . . . .              1,351              1,404

 Net unrealized depreciation on investments  . . . . . . . . . . .                (21)               (59)
                                                                             --------           --------



 Net increase in net assets resulting from
   operations  . . . . . . . . . . . . . . . . . . . . . . . . . .          $   1,330          $   1,345
                                                                             ========           ========


 Earnings per share  . . . . . . . . . . . . . . . . . . . . . . .          $    0.30          $    0.31
                                                                             ========           ========


 Weighted average number of shares and share
   equivalents outstanding . . . . . . . . . . . . . . . . . . . .              4,386              4,370
                                                                             ========           ========
</TABLE>




  THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
                                  STATEMENTS





                                       2
<PAGE>   5
                       ALLIED CAPITAL LENDING CORPORATION
                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 . . . . . . . . . . . . . . . . . . . . .               $   1,411                    $   1,394

     Net realized (losses) recoveries on investments . . . . . . . .                     (60)                          10

     Net change in unrealized depreciation on investments  . . . . .                     (21)                         (59)
                                                                                    --------                     --------

         Net increase in net assets resulting from operations  . . .                   1,330                        1,345


 Distributions to Shareholders from:

      Net investment income  . . . . . . . . . . . . . . . . . . . .                  (1,315)                      (1,179)

 Capital Share Transactions:

 Issuance of common shares in connection with dividend
 reinvestment plan . . . . . . . . . . . . . . . . . . . . . . . . .                      66                           43
                                                                                    --------                     --------
 Total increase in net assets  . . . . . . . . . . . . . . . . . . .                      81                          209



 Net assets at beginning of period . . . . . . . . . . . . . . . . .                  32,884                       32,788
                                                                                    --------                     --------


 Net assets at end of period . . . . . . . . . . . . . . . . . . . .               $  32,965                    $  32,997
                                                                                    ========                     ========


 Net asset value per share . . . . . . . . . . . . . . . . . . . . .               $    7.51                    $    7.55
                                                                                    ========                     ========


 Shares outstanding at end of period . . . . . . . . . . . . . . . .                   4,389                        4,373
                                                                                    ========                     ========
</TABLE>




  THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
                                  STATEMENTS





                                       3
<PAGE>   6
                       ALLIED CAPITAL LENDING CORPORATION
                      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 . . . . . . . . . . . . . .            $    1,330             $    1,345

    Adjustments to reconcile net increase in assets resulting from operations to net
          cash provided by (used in) operating activities:

        Premium income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                  (662)                  (605)

        Amortization of loan discounts and fees  . . . . . . . . . . . . . . . . . .                  (100)                  (110)

        Net realized loss (recoveries) on investments  . . . . . . . . . . . . . . .                    60                    (10)

        Net unrealized depreciation on investments   . . . . . . . . . . . . . . . .                    21                     59

  Changes in assets and liabilities:

      Accrued interest receivable. . . . . . . . . . . . . . . . . . . . . . . . . .                    29                   (156)

      Excess servicing asset . . . . . . . . . . . . . . . . . . . . . . . . . . . .                  (402)                  (256)

      Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                   115                    267

      Accounts payable and accrued expenses  . . . . . . . . . . . . . . . . . . . .                (1,135)                   111

      Investment advisory fee payable  . . . . . . . . . . . . . . . . . . . . . . .                   (16)                    (5)
                                                                                                ----------             ----------

          Net cash (used in)provided by operating activities . . . . . . . . . . . .                  (760)                   640
                                                                                                ----------             ----------
 Cash flows from Investing Activities:

     Loan originations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                (6,509)                (8,917)

     Proceeds from the sale of loans . . . . . . . . . . . . . . . . . . . . . . . .                 8,080                  9,981

     Collection of principal . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 1,901                    566
                                                                                                ----------             ----------
          Net cash provided by investing activities  . . . . . . . . . . . . . . . .                 3,472                  1,630
                                                                                                ----------             ----------

 Cash Flows from Financing Activities:

      Dividends and distributions paid . . . . . . . . . . . . . . . . . . . . . . .                (1,589)                (1,398)

      Net borrowings (repayments) under revolving lines of credit  . . . . . . . . .                (2,906)                  (735)
                                                                                                ----------             ----------

            Net cash used in financing activities  . . . . . . . . . . . . . . . . .                (4,495)                (2,133)
                                                                                                ----------             ----------

        Net increase (decrease) in cash and cash equivalents . . . . . . . . . . . .                (1,783)                   137

       Cash and cash equivalents, beginning of period  . . . . . . . . . . . . . . .                 3,020                  1,297
                                                                                                ----------             ----------
       Cash and cash equivalents, end of period  . . . . . . . . . . . . . . . . . .            $    1,237             $    1,434
                                                                                                ==========             ==========
</TABLE>




   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS





                                       4
<PAGE>   7
                       ALLIED CAPITAL LENDING CORPORATION
                   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 Lending Corporation (the
         Company) contain all adjustments (consisting of only normal recurring
         accruals) necessary to present fairly the Company's consolidated
         financial position as of March 31, 1996 and the results of operations
         and changes in net assets for the periods indicated.  Certain
         information and footnote disclosures normally included in the
         financial statements prepared in accordance with generally accepted
         accounting principles have been condensed or omitted.  It is suggested
         that these 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.  DISTRIBUTIONS

         The Company's board of directors declared and the Company paid a
         dividend of $0.30 per share for the first quarter of 1996.  The
         Company's board of directors also declared an extra distribution in
         December 1995 of $0.0775 per share, which was paid to stockholders on
         January 31, 1996, for a total distribution in 1995 equal to $1.22 per
         share.

NOTE 3.  NOTES PAYABLE

         The Company has a $19,000,000 secured line of credit with a bank which
         expires December 31, 1996.  The interest rate associated with this
         line of credit is equal to the one-month LIBOR plus 2.2 percent per
         annum, payable monthly.  As of March 31, 1996 and December 31, 1995,
         the Company was paying interest at 7.51 percent and 7.95 percent per
         annum, respectively, on the amounts outstanding under this line.  The
         line of credit requires a quarterly facility fee of 0.375 percent per
         annum on the unused portion of the line of credit.  As of March 31,
         1996 and December 31, 1995, the Company had outstanding borrowings
         under the secured line of credit equal to $8,950,000 and $13,335,000,
         respectively.

         The Company had a $2,000,000 unsecured line of credit with a bank,
         which charged interest at The Wall Street Journal prime rate plus 0.25
         percent per annum, payable monthly, that expired April 24, 1996.  As
         of March 31, 1996 and December 31, 1995, the Company was paying
         interest at 8.50 percent and 8.75 percent per annum, respectively, on
         the amounts outstanding under this line. The line of credit required a
         quarterly facility fee of 0.375 percent per annum on the unused
         portion of the line of credit.  As of March 31, 1996 and December 31,
         1995, the Company had outstanding borrowings under the unsecured line
         of credit equal to $775,000 and $1,055,000, respectively

         The Company's subsidiary has a credit agreement whereby the subsidiary
         can borrow up to $20,000,000 in order to finance its loans to small
         business concerns.  This credit agreement bears interest at a rate
         equal to one-month LIBOR plus 2 percent per annum, payable monthly,
         and expires on September 27, 1996.  As of March 31, 1996 and December
         31, 1995, the subsidiary was paying interest of 7.44 percent and
         ranging from 7.75 to 7.93 percent per annum, respectively, on the
         amounts outstanding under this line.  The agreement requires a
         quarterly facility fee of 0.15 percent per annum on the unused portion
         of the line.  As of March 31, 1996 and December 31, 1995, the
         subsidiary had outstanding borrowings under this agreement equal to
         $6,283,000 and $4,524,000, respectively.

NOTE 4.  SUBSEQUENT EVENTS

         The Company issued to common stockholders of record at the close of
         business on April 26, 1996, non-transferable subscription rights that
         entitle record date stockholders to subscribe for and purchase from
         the Company up to one authorized, but heretofore unissued share of the
         Company's common stock for each five





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


         subscription rights held.  The offer commenced on May 6, 1996 and the
         Company is offering a total of 628,909 shares of common stock pursuant
         to this offer.  Stockholders who fully exercise their subscription
         rights are entitled to the additional privilege of subscribing for
         shares from the offering not acquired by the exercise of subscription
         rights.  In addition, the Company at its option may increase the
         number of shares subject to subscription by up to 15 percent, or up to
         94,336 shares, for an aggregate total of 723,245 shares available
         under the offering.

         The subscription price per common share will be equal to 95 percent of
         the average of the last reported sale price of a share of common stock
         on the Nasdaq National Market on June 4, 1996 (the expiration date)
         and each of the four preceding business days.

NOTE 5.  COMMITMENTS AND CONTINGENCIES

         Commitments.  The Company had loan commitments outstanding equal to
         $32.8 million at March 31, 1996 to invest in various existing and
         prospective portfolio companies.





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

         LIQUIDITY AND CAPITAL RESOURCES

         The Company originated $6.5 million in new loans during the first
         quarter of 1996.  Net of loan sales, repayments and changes in
         portfolio valuation, the Company's total loans to small businesses
         decreased by $2.8 million to $44.4 million at March 31, 1996 as
         compared to December 31, 1995.  At March 31, 1996, loans to small
         businesses totaled 87% of the Company's total assets, compared to 85%
         at December 31, 1995.

         As of March 31, 1996 and December 31, 1995, the Company was paying an
         interest rate of 7.51% and 7.95% per annum, respectively for its $19
         million secured line of credit.  The secured line of credit expires
         December 31, 1996.  The Company had total borrowings under this
         facility equal to $8.9 million at March 31, 1996.  In April 1996, this
         line of credit was amended to increase the borrowing limit to $20
         million.  This line of credit is used to finance loans made under the
         Section 7(a) guaranteed loan program.

         As of March 31, 1996 the Company had an unsecured line of credit with
         a borrowing limit of $2 million that bears interest at The Wall Street
         Journal prime rate plus 0.25% per annum.  As of March 31, 1996 and
         December 31, 1995, the Company was paying an interest rate of 8.50%
         and 8.75% per annum, respectively, and had total borrowings under the
         facility equal to $0.8 million at March 31, 1996.  In April 1996, the
         Company canceled this unsecured line of credit.

         The Company, through its subsidiary, has a credit agreement with an
         investment bank whereby the subsidiary can borrow up to $20 million in
         order to finance its loans closed under the SBA 504 program and
         companion loans closed in conjunction with guaranteed loans.  This
         credit agreement bears interest at one-month LIBOR plus 2% per annum
         and expires in September 1996.  As of March 31, 1996 and December 31,
         1995, the Company was paying interest of 7.44% and ranging from 7.75%
         to 7.93% per annum, respectively.  The Company had total borrowings
         under this agreement equal to $6.3 million at March 31, 1996.

         In addition, the Company's subsidiary entered into a new line of
         credit with a bank in April 1996 to borrow up to $15 million at
         one-month LIBOR plus 2.7% which expires May 31, 1997.  This line of
         credit will also be used to finance the subsidiary's loans closed
         under the Section 504 program and companion loans closed in
         conjunction with guaranteed loans.

         Management plans to continue to use leverage to finance the growth of
         the Company, however as a business development company (BDC), the
         Company must maintain 200% asset coverage for indebtedness
         representing senior securities, which will limit the Company's ability
         to borrow.  It is management's belief that the Company will have
         access to the capital resources necessary to expand and develop its
         business.  The Company may seek to obtain funds through additional
         equity offerings, debt financings, or loan sales.  The Company
         anticipates that adequate cash will be available to make new loans,
         fund its operating and administrative expenses, satisfy debt service
         obligations and pay dividends throughout 1996.

         The Company issued to common stockholders of record at the close of
         business on April 26, 1996, non-transferable subscription rights that
         entitle record date stockholders to subscribe for and purchase from
         the Company up to one authorized, but heretofore unissued share of the
         Company's common stock for each five subscription rights held.  The
         offer commenced on May 6, 1996 and the Company is offering a total of
         628,909 shares of common stock pursuant to this offer.  Stockholders
         who fully exercise their subscription rights are entitled to the
         additional privilege of subscribing for shares from the offering not
         acquired by the exercise of subscription rights.  In addition, the
         Company at its option may increase the number of shares subject to
         subscription by up to 15 percent, or up to 94,336 shares, for an
         aggregate total of 723,245 shares available under the offering.

         The subscription price per common share will be equal to 95 percent of
         the average of the last reported sale price of a share of common stock
         on the Nasdaq National Market on June 4, 1996 (the expiration date)
         and each of the four preceding business days.

         The Company is anticipating a reorganization of its corporate
         structure and is in the process of seeking exemptive relief from the
         Commission and permission from the SBA for the new structure.  Under
         the proposed new structure the Company would become a holding company
         with two wholly owned subsidiaries ("Subsidiary I" and "Subsidiary
         II").  The Company will transfer its SBLC license and all Section 7(a)
         loans and related assets





                                       7
<PAGE>   10
         to Subsidiary I in return for 100% of Subsidiary I's stock.  The
         Company will contribute its 99% limited partnership interest in its
         Subsidiary and all of its loans and related assets to Subsidiary II in
         return for 100% of its stock.  Simultaneously with this transaction,
         Subsidiary II will purchase the 1% limited partnership interest of the
         Subsidiary not owned by the Company from the limited partner at a
         nominal purchase price.  The Company believes the new structure will
         provide the Company and its proposed subsidiaries with greater
         flexibility to operate within certain regulatory constraints and
         further increase its ability to generate loans.

         RESULTS OF OPERATIONS

         Comparison of the Three Months Ended March 31, 1996 to March 31, 1995

         For the three months ended March 31, 1996, the net increase in net
         assets resulting from operations was $1.3 million, or $0.30 per share,
         which was even with $1.3 million, or $0.31 per share, for the same
         period for 1995.

         Investment income increased $426,000 or 23%, over the comparative
         three months in 1995 to $2.3 million.  This increase is due to the net
         increase in loans of $12.5 million from March 31, 1995, which
         increased interest income earned by the Company.  Premium income from
         the sales of the guaranteed portion of the Section 7(a) guaranteed
         loans was $662,000 in the three months ended March 31, 1996 as
         compared to $605,000 for the three months ended March 31, 1995.

         Investment advisory fees increased from $314,000 for the three months
         ended March 31, 1996, a 40% increase over $224,000 for the three
         months ended March 31, 1995.  This increase is a result of an increase
         in invested and other assets on which the advisory fee is based.
         Interest expense was $369,000 for the three months ended March 31,
         1996 as compared to $74,000 for the same period in 1995.  This
         increase is due to the Company and its subsidiary financing its new
         investments in loans by using leverage, which resulted in an increase
         in notes payable outstanding of $16 million at March 31, 1996 compared
         to $2.4 million at March 31,  1995.  All other expenses of $132,000
         for the three months ended March 31, 1996 were approximately constant
         with $135,000 for the same period of 1995.





                                       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

         Not applicable

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 LENDING CORPORATION
                                      ----------------------------------
                                                  (Registrant)



                                      /s/ Jon A.DeLuca                  
                                      ----------------------------------
Date: May 13, 1995                    Jon A. DeLuca
      ------------                    Executive Vice President and
                                      Chief Financial Officer





                                       10

<PAGE>   1



Allied Capital Lending Corporation
Exhibit 11 Computation of Earnings Per Common Share
Form 10-Q
March 31, 1994


<TABLE>
<CAPTION>
                                                                               For the Three Months Ended
                                                                                        March 31,
                                                                            ----------------------------------
                                                                               1996                    1995
                                                                            ----------------------------------
<S>                                                                         <C>                     <C>
Primary Earnings Per Common Share:                                       

           Net Increase in Net Assets Resulting                          
                from Operations                                             $1,330,000              $1,345,000
                                                                            ==================================

           Weighted average number of                                    
                shares outstanding                                           4,370,434               4,370,434

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

           Weighted average number of shares and                         
                share equivalents outstanding                                4,385,564               4,370,434
                                                                            ==================================


           Earnings per Share                                                    $0.30                   $0.31
                                                                            ==================================


Fully Diluted Earnings Per Common Share:                                 

           Net Increase in Net Assets Resulting                          
                from Operations                                             $1,330,000              $1,345,000
                                                                            ==================================

           Weighted average number of                                    
                shares and share equivalents                             
                outstanding as computed for                              
                primary earnings per share                                   4,385,564               4,370,434

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

           Weighted average of shares and                                
                share equivalents outstanding, as adjusted                   4,385,564               4,370,434
                                                                            ==================================


           Earnings per Share                                                    $0.30                   $0.31
                                                                            ==================================
</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ALLIED
CAPITAL LENDING CORPORATION AND SUBSIDIARY'S 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>                           44,532
<INVESTMENTS-AT-VALUE>                          44,356
<RECEIVABLES>                                      703
<ASSETS-OTHER>                                     638
<OTHER-ITEMS-ASSETS>                             5,467
<TOTAL-ASSETS>                                  51,164
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       18,199
<TOTAL-LIABILITIES>                             18,199
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        33,318
<SHARES-COMMON-STOCK>                            4,389
<SHARES-COMMON-PRIOR>                            4,385
<ACCUMULATED-NII-CURRENT>                        (177)
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         (176)
<NET-ASSETS>                                    32,965
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                1,591
<OTHER-INCOME>                                     662
<EXPENSES-NET>                                     842
<NET-INVESTMENT-INCOME>                          1,411
<REALIZED-GAINS-CURRENT>                          (60)
<APPREC-INCREASE-CURRENT>                         (21)
<NET-CHANGE-FROM-OPS>                            1,330
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                        1,315
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  4
<NET-CHANGE-IN-ASSETS>                              81
<ACCUMULATED-NII-PRIOR>                          (213)
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              314
<INTEREST-EXPENSE>                                 396
<GROSS-EXPENSE>                                    842
<AVERAGE-NET-ASSETS>                            32,925
<PER-SHARE-NAV-BEGIN>                             7.50
<PER-SHARE-NII>                                   0.32
<PER-SHARE-GAIN-APPREC>                         (0.02)
<PER-SHARE-DIVIDEND>                              0.30
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               7.51
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                          17,461
<AVG-DEBT-PER-SHARE>                              3.98
        

</TABLE>


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