ALLIED CAPITAL ADVISERS INC
10-Q, 1996-08-14
INVESTMENT ADVICE
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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 JUNE 30, 1996                                        0-18826       
      -------------                                ----------------------


                         ALLIED CAPITAL ADVISERS, INC.             
          ------------------------------------------------------------
             (exact name of Registrant as specified in its charter)


       MARYLAND                                         52-0812307      
- -----------------------                            ---------------------
(State or jurisdiction of                           (IRS Employer
incorporation or organization)                     Identification  No.)


                              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 August 5, 1996 there were 8,990,349 shares outstanding of the Registrant's
common stock, $0.001 par value.
<PAGE>   2
                 ALLIED CAPITAL ADVISERS, INC. AND SUBSIDIARY
                                FORM 10-Q INDEX



<TABLE>
<S>                                                                                                                     <C>
PART I.  FINANCIAL INFORMATION                                                                                          
                                                                                                                        
  Item 1.  Financial Statements                                                                                         
                                                                                                                        
             Consolidated Balance Sheet as of June 30, 1996                                                             
             and December 31, 1995  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
                                                                                                                        
             Consolidated Statement of Income - For the Three and Six Months Ended                                  
             June 30, 1996 and 1995   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
             
             Consolidated Statement of Cash Flows  - For the Six Months Ended                                           
             June 30, 1996 and 1995   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
                                                                                                                        
             Notes to the Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4
                                                                                                                        
  Item 2.    Management's Discussion and Analysis of Financial Condition                                                
               and Results of Operations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6
                                                                                                                        
                                                                                                                        
PART II.   OTHER INFORMATION                                                                                            
                                                                                                                        
  Item 1.    Legal Proceedings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
                                                                                                                        
  Item 2.    Changes in Securities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
                                                                                                                        
  Item 3.    Defaults Upon Senior Securities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
                                                                                                                        
  Item 4.    Submission of Matters to a Vote of Security Holders  . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
                                                                                                                        
  Item 5.    Other Information  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
                                                                                                                        
  Item 6.    Exhibits and Reports on Form 8-K   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
                                                                                                                        
  Signatures  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
</TABLE>
<PAGE>   3
                         PART I - Financial Information
Item 1.  Financial Statements
                  ALLIED CAPITAL ADVISERS, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                      (in thousands, except share amounts)


<TABLE>
<CAPTION>
                                                                                 June 30, 1996      December 31, 1995
                                                                                 -------------      -----------------
                                                                                  (unaudited)
 <S>                                                                                 <C>                  <C>
 ASSETS
 Current assets:

   Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . .               $ 4,571              $ 4,386

   Investment advisory fees receivable . . . . . . . . . . . . . . . . .                 4,078                4,067

   Other current assets  . . . . . . . . . . . . . . . . . . . . . . . .                 1,162                1,099
                                                                                       -------             --------

     Total current assets  . . . . . . . . . . . . . . . . . . . . . . .                 9,811                9,552

 Property and equipment, net . . . . . . . . . . . . . . . . . . . . . .                 4,369                4,273

 Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . .                   793                  706

 Other assets  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                   247                  245
                                                                                       -------             --------
     Total assets  . . . . . . . . . . . . . . . . . . . . . . . . . . .             $  15,220            $  14,776
                                                                                       =======             ========

 LIABILITIES AND SHAREHOLDERS EQUITY

 Current Liabilities:

   Accrued salaries and employee benefits  . . . . . . . . . . . . . . .               $ 1,498            $   2,483

   Accounts payable and accrued expenses . . . . . . . . . . . . . . . .                   660                  929
                                                                                       -------             --------
     Total current liabilities . . . . . . . . . . . . . . . . . . . . .                 2,158                3,412

 Deferred compensation . . . . . . . . . . . . . . . . . . . . . . . . .                 2,555                2,377
                                                                                       -------             --------
     Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . .                 4,713                5,789
                                                                                       -------             --------

 Contingencies

 Shareholders' Equity:
   Common stock, $0.001 par value; 20,000,000 shares
     authorized; 8,990,349 shares issued and
     outstanding as of 6/30/96 and 12/31/95  . . . . . . . . . . . . . .
                                                                                             9                    9

   Additional paid-in capital  . . . . . . . . . . . . . . . . . . . . .                 5,674                5,674

   Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . .                 4,824                3,304
                                                                                       -------             --------

     Total shareholders' equity  . . . . . . . . . . . . . . . . . . . .                10,507                8,987
                                                                                       -------             --------

     Total liabilities and shareholders' equity  . . . . . . . . . . . .             $  15,220            $  14,776
                                                                                       =======             ========
</TABLE>





   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS





                                       1
<PAGE>   4
                  ALLIED CAPITAL ADVISERS, INC. AND SUBSIDIARY
                        CONSOLIDATED STATEMENT OF INCOME
                    (in thousands, except per share amounts)
                                  (unaudited)


<TABLE>
<CAPTION>
                                                                       For the Three Months Ended     For the Six Months Ended
                                                                                June 30,                      June 30,         
                                                                      ----------------------------  ---------------------------

                                                                          1996           1995           1996           1995  
                                                                     -----------     ----------         ----       ----------
 <S>                                                                  <C>            <C>           <C>            <C>
 Revenue:

   Investment advisory and management fees . . . . . . . . . . . .    $    3,902     $    3,633    $    7,787     $    6,990

   Rental and other income . . . . . . . . . . . . . . . . . . . .           292            241           580            464
                                                                          ------      ---------     ---------      ---------
       Total revenue . . . . . . . . . . . . . . . . . . . . . . .         4,194          3,874         8,367          7,454
                                                                          ------       --------      --------       --------

 Expenses:

   Salary and employee benefit expenses  . . . . . . . . . . . . .         2,050          2,039         4,267          4,095

   Rent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           161            160           321            319

   General and administrative  . . . . . . . . . . . . . . . . . .           629            633         1,181          1,108
                                                                           -----      ---------     ---------       --------

     Total Expenses  . . . . . . . . . . . . . . . . . . . . . . .         2,840          2,832         5,769          5,522
                                                                         -------       --------      --------       --------

 Income before income taxes  . . . . . . . . . . . . . . . . . . .         1,354          1,042         2,598          1,932

 Income tax expense  . . . . . . . . . . . . . . . . . . . . . . .           566            431         1,078            798
                                                                         -------       --------      --------       --------

 Net income  . . . . . . . . . . . . . . . . . . . . . . . . . .      $      788     $      611    $    1,520     $    1,134
                                                                        ========        =======        ======        =======

 Net income per share  . . . . . . . . . . . . . . . . . . . . . .    $     0.08     $     0.06    $     0.15     $     0.12
                                                                        ========       ========      ========       ========

 Weighted average number of shares and share
    equivalents outstanding  . . . . . . . . . . . . . . . . . . .         9,909          9,595         9,866          9,530
                                                                        ========        =======       =======        =======
</TABLE>





   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS





                                       2
<PAGE>   5
                  ALLIED CAPITAL ADVISERS, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                 (in thousands)
                                  (unaudited)


<TABLE>
<CAPTION>
                                                                                     For the Six Months Ended June 30,
                                                                                     ---------------------------------
                                                                                       1996                     1995   
                                                                                    -----------              ----------
 <S>                                                                                    <C>                   <C>
 Cash Flows from Operating Activities:

 Net income  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                  $ 1,520               $   1,134

 Adjustments to reconcile net income to net cash
   used in operating activities:

     Depreciation and amortization . . . . . . . . . . . . . . . . . .                      186                     141

     Deferred income taxes . . . . . . . . . . . . . . . . . . . . . .                      (87)                    (89)

 Changes in assets and liabilities . . . . . . . . . . . . . . . . . .                   (1,152)                   (616)
                                                                                       ---------                --------

 Net cash used in operating activities . . . . . . . . . . . . . . . .                      467                     570
                                                                                       --------                  ------

 Cash Flows from Investing Activities:

     Expenditures for property and equipment . . . . . . . . . . . . .                     (282)                   (175)
                                                                                         -------              ----------

 Net cash used in investing activities . . . . . . . . . . . . . . . .                     (282)                   (175)
                                                                                         -------              ----------
 Cash Flows from Financing Activities:

     Issuance of common stock  . . . . . . . . . . . . . . . . . . . .                       --                     228
                                                                                        -------                --------

 Net cash provided by financing activities . . . . . . . . . . . . . .                       --                     228
                                                                                        -------                --------

 Net decrease in cash and cash equivalents . . . . . . . . . . . . . .                      185                     623


 Cash and cash equivalents - beginning of period . . . . . . . . . . .                    4,386                   1,955
                                                                                        -------                --------

 Cash and cash equivalents - end of period . . . . . . . . . . . . . .                  $ 4,571               $   2,578
                                                                                         ======                ========
</TABLE>





  THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS




                                       3
<PAGE>   6
                  ALLIED CAPITAL ADVISERS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 30, 1996
                                  (UNAUDITED)


NOTE 1.    GENERAL

           In the opinion of management, the accompanying unaudited
           consolidated financial statements of Allied Capital Advisers, Inc.
           and Subsidiary (the Company) contain all adjustments (consisting of
           only normal recurring accruals) necessary to present fairly  the
           Company's financial position as of June 30, 1996 and the results of
           operations, and cash flows 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 six months ended June 30, 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.    INVESTMENT ADVISORY SERVICES

           The Company has investment advisory or management agreements to
           manage the assets of certain companies.  The Company charges a
           management fee for managing the day-to-day activities of these
           companies pursuant to those agreements.

           In May 1996, the Company reached an agreement with Allied Capital
           Commercial Corporation ("Allied Commercial"), a commercial mortgage
           real estate investment trust whose assets are managed by the
           Company, to revise the fee schedule under the investment management
           agreement between those entities.  As of June 30, 1996 and December
           31, 1995, the assets of Allied Commercial represented approximately
           $343 million, or 47%, and $298 million, or 44%, of the assets under
           management of the Company, respectively.  Fees earned from managing
           Allied Commercial's assets represented approximately 42% and 39% of
           the Company's total revenue for the six months ended June 30, 1996
           and for the year ended December 31, 1995, respectively.  The revised
           fee schedule applies to fees payable by Allied Commercial beginning
           with the quarter ended March 31, 1996, and only applies to loans
           originated or purchased by Allied Commercial on or after January 1,
           1996.  All other loans in Allied Commercial's portfolio remain
           subject to the prior fee schedule of approximately 2.5% per annum on
           invested assets.

           The revised fee schedule reflects three tiers of management fee
           percentages payable to the Company, based upon a classification of
           the outstanding loans (i.e., "Invested Assets") held in Allied
           Commercial's investment portfolio.  This three-tiered schedule is
           intended to allow Allied Commercial to enter into two new business
           areas.  First, Allied Commercial will seek to originate or purchase
           high credit quality, lower interest rate loans and to be more cost
           competitive on these types of loans.  Second, it will seek to
           originate or otherwise invest, on a limited basis, in loans secured
           by real estate with more difficult credit situations that may offer
           a higher return to the portfolio.

           Class A loans, which have loan-to-value, debt service coverage, and
           payment history characteristics that generally are superior to those
           of Allied Commercial's loan portfolio at December 31, 1995, will
           incur management fees, payable quarterly in arrears, at a rate of
           1.25% per annum, subject to adjustment by the Company to a rate of
           1.00% per annum under certain circumstances.

           Class B loans, which have credit characteristics that generally are
           comparable to those of the majority of loans held in Allied
           Commercial's loan portfolio at December 31, 1995, will incur
           management fees, payable quarterly in arrears, at a rate of 2.50%
           per annum.  Most small loans fall into this category, which reflects
           the prior fee structure for Allied Commercial's portfolio of
           Invested Assets.

           Class C loans, which have credit characteristics that generally are
           inferior to those of Allied Commercial's existing loan portfolio,
           will incur management fees, payable quarterly in arrears, at a rate
           of 3.50% per annum.  These loans are "out of the ordinary," and
           therefore require more sophisticated underwriting and/or closer
           monitoring than the majority of Allied Commercial's existing loans.
           Class C loans either represent "turnaround financing" investments or
           have a non-performing or sub-performing payment history.





                                       4
<PAGE>   7


                  ALLIED CAPITAL ADVISERS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 30, 1996
                                  (UNAUDITED)

           Similar to the previous fee arrangement, the revised fee schedule
           places a quarterly cap, at a rate of 2.50% per annum, on the total
           management fees payable to the Company with respect to Allied
           Commercial's holdings of Invested Assets.

           Management fees payable to the Company with respect to Allied
           Commercial's holdings of cash, cash equivalents, and short-term U.S.
           government or agency securities and repurchase agreements
           collateralized thereby (i.e., "Cash and Interim Investments") are
           not affected by the revised fee schedule.  Rather, Cash and Interim
           Investments will continue to incur management fees, payable
           quarterly in arrears, at a rate of 0.50% per annum.

NOTE 3.    REVOLVING LINE OF CREDIT AGREEMENT

           The Company renewed its revolving line-of-credit agreement (the
           "Agreement") with a bank whereby the Company may borrow the lesser
           of 70% of the accrued advisory fee receivable or $1,000,000 with the
           same terms.  The renewed Agreement expires May 31, 1997.





                                       5
<PAGE>   8
Item 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS

           RESULTS OF OPERATIONS

           FOR THE SECOND QUARTER ENDED JUNE 30, 1996 AND 1995
           Net income increased 29% to $788,000 or $0.08 per share for the
           second quarter of 1996 from $611,000 or $0.06 per share in the
           second quarter of 1995.  Total revenue increased 8.3% to $4,194,000
           from the same quarter a year ago. Total revenue is comprised of
           investment advisory and management fees and rental and other income. 
           The increase in investment advisory and management fee revenue
           resulted  from the increase in assets under  management.  Assets
           under management equaled $728 million and $612 million as of June
           30, 1996 and 1995, respectively.  This represents a 19% increase. 
           In addition, rental and other income increased 22% to $293,000 from
           $241,000 for the three months ended June 30, 1996 and 1995,
           respectively.  This increase resulted from the increase in rental
           income generated from the office building owned by the Company's
           subsidiary.  As of June 30, 1996, the office building was fully
           leased.

           The Company has been able to control its operating expenses as it
           continues to increase its assets under management.  Total operating
           expenses for the second quarter of 1996 remained at the same levels
           for the comparable period in 1995.  The effective tax rate in
           determining net income remained consistent at approximately 42% for
           three months ended June 30, 1996 and 1995.

           FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995
           Net income for the six months ended June 30, 1996 was $1.52 million
           or $0.15 per share, an improvement of $386,000 or 34% over the
           comparable six-month period of the prior year.  The growth in assets
           under management, as discussed above, resulted in an increase of
           11.4% in investment advisory and management fee revenue over the
           comparable period last year, and this combined with the moderate
           growth in operating expenses in 1996 as compared with the
           corresponding period in 1995, is the primary reason for this
           increase.

           The Company's total revenue for the six months ended June 30, 1996
           was $8,367,000, as compared to $7,454,000 for the same period in
           1995.  Assets under management increased by approximately $57
           million during the  six months ended June 30, 1996 with a total
           increase of approximately $116 million since the end of the second
           quarter of 1995.  Total assets under management at June 30, 1996
           were approximately $728 million.  The growth in assets during the
           six months ended June 30, 1996 was largely due to the purchase and
           originations of commercial real estate loans for Allied Commercial
           and Business Mortgage Investors, Inc.  Allied Commercial began to
           offer two new products in 1996.  One product is a stronger credit
           quality loan that offers a more competitive interest rate, and
           Allied Commercial was able to purchase and originate loans
           aggregating $66 million of these loans in the six months ended June
           30, 1996.  As discussed in Note 2 to the financial statements, the
           Company has revised its fee schedule with Allied Commercial for
           these higher-credit quality loans, and the Company charges a fee
           ranging from approximately 1% to 1.25% per annum on these loans.

           Cash and temporary investments in the aggregate for the funds under
           the Company's management increased by approximately $14 million
           largely due to the successful completion of rights offerings to the
           shareholders of Allied Capital Corporation and Allied Capital
           Lending Corporation that generated approximately $8.2 million and
           $6.8, respectfully, in new equity for those funds during the second
           quarter ended June 30, 1996.

           Income before income taxes increased $666,000 to $2,598,000 for the
           six months ended June 30, 1996, over the same period in 1995.  Total
           operating expenses were 69% and 74% of total revenue for the six
           months ended June 30, 1996 and 1995, respectively.

           Income before income taxes includes the operations of the office
           building purchased in September of 1994.  During the six months
           ended June 30, 1996, the building generated rental income of
           $446,000, as compared to $396,000 for the same period in 1995.  For
           the same periods, the building's total expenses were $257,000 and
           $243,000, respectively.

           LIQUIDITY AND CAPITAL RESOURCES

           As of June 30, 1996, the Company had $4,571,000 in cash and cash
           equivalents as compared to $4,386,000 at December 31, 1995.  The
           Company does not have any short or long-term debt obligations as of
           June 30, 1996.


                                       6
<PAGE>   9
           The Company's primary source of funds is its advisory and management
           agreements with the companies it manages.  The Company believes that
           cash flow generated from operations will be sufficient to fulfill
           its working capital requirements.  The Company renewed its revolving
           line-of-credit with a bank whereby the Company may borrow the lesser
           of 70% of the accrued advisory fees receivable or $1,000,000.  The
           revolving line-of-credit was renewed with the same terms as before
           and expires May 31, 1997.





                                       7
<PAGE>   10
                         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
         
         Allied Capital Advisers, Inc. held its annual meeting of
         shareholders on May 3, 1996 in Washington, DC.  The following
         directors were elected as proposed in the proxy material to serve
         until the next annual shareholders meeting:
         
<TABLE>
<CAPTION>
                        DIRECTOR                             FOR                          WITHHELD 
                        --------                             ---                          -------- 
                 <S>                                      <C>                              <C>     
                     David Gladstone                      7,696,387                        83,199  
                                                                                                   
                 George C. Williams, Jr.                  7,696,287                        83,299  
                                                                                                   
                    Brooks H. Browne                      7,694,387                        85,199  
                                                                                                   
                     Robert E. Long                       7,692,930                        86,656  
                                                                                                   
                     Joan M. Sweeney                      7,634,179                        145,407 
                                                                                                   
                    William L. Walton                     7,694,930                        84,656   
</TABLE>
        
         Shareholders ratified the selection of Arthur Andersen LLP to
         serve as independent accountants until the next shareholders meeting
         The Company received 7,742,902 shares voting for the ratification,
         20,423 shares voting against the ratification, and, 18,058 shares
         that abstained from voting on the ratification.
         
         Shareholders also ratified a proposed amendment to the Company's
         Incentive Stock Option Plan.  The Company received 6,284,046 shares
         voting for the amendment, 790,496 shares voting against the amendment,
         and 114,435 shares abstaining from voting.

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

         The Company filed a report on Form 8-K on May 6, 1996 to disclose a
         revision to its investment management fee schedule for Allied Capital
         Commercial Corporation (Allied Commercial).  The revised fee schedule
         allows for fees as low as 1.0% per annum on high quality loans to
         approximately 3.5% per annum for those that require more sophisticated
         underwriting, closer monitoring or carry loan characteristics that are
         generally inferior to loans currently





                                       8
<PAGE>   11
         in the portfolio. However, the new fee schedule imposes a quarterly
         cap on the investment management fee equal to approximately
         approximately 2.5% per annum on the total invested assets of Allied
         Commercial.  The revised fee schedule applies to loans originated or
         purchased on or after January 1, 1996.  All other loans in Allied
         Commercial's Portfolio remain subject to the existing fee schedule.





                                       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 ADVISERS, INC.
                                         -----------------------------
                                                  (Registrant)
                                         
                                         
                                         
                                         /s/Jon A. DeLuca               
                                         -------------------------------
Date: August 12, 1996                    Jon A. DeLuca
                                         Executive Vice President and
                                         Chief Financial Officer





                                       10

<PAGE>   1
Allied Capital Advisers, Inc.
Exhibit 11 Computation of Earnings Per Common Share
Form 10-Q
June 30, 1996

<TABLE>
<CAPTION>
                                                       For the Three Months Ended               For the Six Months Ended
                                                                June 30,                                June 30,
                                                      ----------------------------            ------------------------------
                                                           1996           1995                   1996               1995
                                                      ----------------------------            ------------------------------
<S>                                                    <C>              <C>                   <C>                <C>
Primary Earnings Per Common Share:                    
                                                      
    Net Income                                           $788,000        $611,000             $1,520,000          $1,134,000
                                                      ============================        ====================================
                                                                                                                
    Weighted average of common                                                                                  
        shares outstanding                              8,990,349       8,903,792              8,990,349           8,879,177
                                                                                                                
    Weighted average of common                                                                                  
        shares issuable on exercise                                                                             
        of outstanding stock options                      918,872         691,122                875,282             650,729
                                                      ----------------------------        ------------------------------------
                                                                                                                
    Weighted average of common                                                                                  
        shares outstanding, as adjusted                 9,909,221       9,594,914              9,865,631           9,529,906
                                                      ============================        ====================================
                                                                                                                
    Net Income per share                                    $0.08           $0.06                  $0.15               $0.12
                                                      ============================        ====================================
                                                                                                                
                                                                                                                
Fully Diluted Earnings Per Common Share:                                                                        
                                                                                                                
    Net Income                                           $788,000        $611,000             $1,520,000          $1,134,000
                                                      ============================        ====================================
                                                                                                                
    Weighted average common                                                                                     
        shares and common share                                                                                 
        equivalents as computed for                                                                             
        primary earnings per share                      9,909,221       9,594,914              9,865,631           9,529,906
                                                                                                                
    Weighted average of additional                                                                              
        shares issuable on exercise                                                                             
        of outstanding stock options                       19,905          99,374                 63,495             149,955
                                                      ----------------------------        ------------------------------------
                                                                                                                
    Weighted average of common                                                                                  
        shares outstanding, as adjusted                 9,929,126       9,694,288              9,929,126           9,679,861
                                                      ============================        ====================================
                                                                                                                
    Net Income assuming full dilution                       $0.08           $0.06                  $0.15               $0.12
                                                      ============================        ====================================
</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated balance sheet, statement of operations and cash flows and is
qualified in its entirety by reference to such Form 10-Q for the quarter ended
June 30, 1996.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                           4,571
<SECURITIES>                                         0
<RECEIVABLES>                                    4,078
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                 9,811
<PP&E>                                           5,833
<DEPRECIATION>                                   1,464
<TOTAL-ASSETS>                                  15,220
<CURRENT-LIABILITIES>                            2,158
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             9
<OTHER-SE>                                      10,498
<TOTAL-LIABILITY-AND-EQUITY>                    15,220
<SALES>                                              0
<TOTAL-REVENUES>                                 8,367
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                 5,769
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                  2,598
<INCOME-TAX>                                     1,078
<INCOME-CONTINUING>                              1,520
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     1,520
<EPS-PRIMARY>                                     0.15
<EPS-DILUTED>                                     0.15
        

</TABLE>


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