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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

(Mark One)

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2003

 

OR
 

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                  to                 

 

Commission file number 0-12126

 

FRANKLIN FINANCIAL SERVICES CORPORATION

(Exact name of registrant as specified in its charter)

 

PENNSYLVANIA

 

25-1440803

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. Employer
Identification No.)

 

 

 

20 SOUTH MAIN STREET (P.O. BOX 6010), CHAMBERSBURG,PA 17201-0819

(Address of principal executive offices)

 

717/264-6116

(Registrant’s telephone number, including area code)

 

 

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ý   No o

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes o   No ý

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

There were 2,683,250 outstanding shares of the Registrant’s common stock as of August 1, 2003.

 

 



 

INDEX

 

 

PART I - FINANCIAL INFORMATION

 

Item 1 - Financial Statements

 

Consolidated Balance Sheets as of June 30, 2003 and December 31, 2002

 

Consolidated Statements of Income for the Three and Six Months ended June 30, 2003 and 2002

 

Consolidated Statements of Changes in Shareholders Equity for the Six Months ended June 30, 2002 and June 30, 2003

 

Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2003 and 2002

 

Notes to Consolidated Financial Statements

 

Item 2 - Managements Discussion and Analysis of Financial Condition and Results of Operations

 

Item 3 – Quantitative and Qualitative Disclosures about Market Risk

 

Item 4 – Controls and Procedures

 

PART II - OTHER INFORMATION

 

SIGNATURE PAGE

 

EXHIBITS

 

2



 

FRANKLIN FINANCIAL SERVICES CORPORATION and SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Note 1 - Basis of Presentation

 

The consolidated financial statements include the accounts of Franklin Financial Services Corporation (the Corporation), and its wholly-owned subsidiary, Farmers and Merchants Trust Company of Chambersburg (the Bank) and the Bank’s wholly-owned subsidiary, Franklin Realty Services Corporation.  All significant intercompany transactions and account balances have been eliminated.

 

In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at June 30, 2003, and for all periods presented have been made.

 

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted.  It is suggested that these condensed consolidated financial statements be read in conjunction with the audited financial statements and notes thereto included in the Corporation’s 2002 Annual Report on Form 10-K.  The results of operations for the period ended June 30, 2003, are not necessarily indicative of the operating results for the full year.

 

For purposes of reporting cash flows, cash and cash equivalents include Cash and due from banks, Interest-bearing deposits in other banks and Federal funds sold.  Generally, Federal funds are purchased and sold for one-day periods.

 

Earnings per share is computed based on the weighted average number of shares outstanding during each quarter, adjusted retroactively for stock splits and dividends. A reconciliation of the weighted average shares outstanding used to calculate basic earnings per share and diluted earnings per share follows:

 

 

 

For the quarter ended
June 30

 

(Amounts in thousands)

 

2003

 

2002

 

Weighted average shares outstanding (basic)

 

2,681

 

2,675

 

 

 

 

 

 

 

Impact of common stock equivalents, primarily stock options

 

7

 

4

 

 

 

 

 

 

 

Weighted average shares outstanding (diluted)

 

2,688

 

2,679

 

 

3



 

 

 

For the six months ended
June 30

 

(Amounts in thousands)

 

2003

 

2002

 

Weighted average shares outstanding (basic)

 

2,681

 

2,665

 

 

 

 

 

 

 

Impact of common stock equivalents, primarily stock options

 

5

 

15

 

 

 

 

 

 

 

Weighted average shares outstanding (diluted)

 

2,686

 

2,680

 

 

4



 

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except per share data)

 

 

 

June 30
2003

 

December 31
2002

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

$

21,238

 

$

13,360

 

Interest bearing deposits in other banks and fed funds sold

 

288

 

1,212

 

Total cash and cash equivalents

 

21,526

 

14,572

 

Investment securities available for sale

 

159,153

 

166,269

 

Loans

 

333,452

 

322,361

 

Allowance for loan losses

 

(4,480

)

(4,305

)

Net Loans

 

328,972

 

318,056

 

Premises and equipment, net

 

9,480

 

9,792

 

Bank owned life insurance

 

10,067

 

9,788

 

Other assets

 

14,280

 

13,880

 

Total Assets

 

$

543,478

 

$

532,357

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Deposits:

 

 

 

 

 

Demand (non-interest bearing)

 

$

62,627

 

$

54,841

 

Savings and Interest checking

 

206,043

 

198,751

 

Time

 

107,112

 

118,295

 

Total Deposits

 

375,782

 

371,887

 

 

 

 

 

 

 

Securities sold under agreements to repurchase

 

44,266

 

37,978

 

Short term borrowings

 

5,300

 

9,850

 

Long term debt

 

61,548

 

59,609

 

Other liabilities

 

6,330

 

5,805

 

Total Liabilities

 

493,226

 

485,129

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

Common stock $1 par value per share, 15,000 shares authorized with 3,045 shares issued and 2,682 and 2,680 shares outstanding at June 30, 2003 and December 31, 2002, respectively.

 

3,045

 

3,045

 

Capital stock without par value, 5,000 shares authorized with no shares issued or outstanding

 

 

 

Additional paid in capital

 

19,767

 

19,762

 

Retained earnings

 

32,887

 

31,148

 

Accumulated other comprehensive income

 

1,777

 

525

 

Treasury stock, 363 shares and 365 shares at cost at June 30, 2003 and December 31, 2002, respectively

 

(7,224

)

(7,252

)

Total shareholders’ equity

 

50,252

 

47,228

 

Total Liabilities and Shareholders’ Equity

 

$

543,478

 

$

532,357

 

 

The accompanying notes are an integral part of these financial statements

 

5



 

CONSOLIDATED STATEMENTS OF INCOME

(amounts in thousands, except per share data)

 

 

 

For the Three Months Ended
June 30

 

For the Six Months Ended
June 30

 

 

 

2003

 

2002

 

2003

 

2002

 

 

 

 

 

 

 

 

 

 

 

Interest Income

 

 

 

 

 

 

 

 

 

Loans

 

$

5,087

 

$

5,385

 

$

10,070

 

$

10,699

 

Interest and dividends on investments:

 

 

 

 

 

 

 

 

 

Taxable interest

 

777

 

1,033

 

1,674

 

2,056

 

Tax exempt interest

 

393

 

393

 

786

 

792

 

Dividend income

 

48

 

48

 

107

 

108

 

Interest on fed funds sold

 

 

22

 

 

24