UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1997 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ....... to ....... Commission file number 0-12126 FRANKLIN FINANCIAL SERVICES CORPORATION (Exact name of registrant as specified in its charter) PENNSYLVANIA 25-1440803 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 20 SOUTH MAIN STREET (P.O. BOX T), CHAMBERSBURG,PA 17201-0819 (Address of principal executive officer) 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 X No APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No 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 1,879,379 outstanding shares of the Registrant's common stock as of May 2, 1997. INDEX Page PART I - FINANCIAL INFORMATION Item 1 - Financial Statements Condensed Consolidated Balance Sheets 2 as of March 31, 1997 (Unaudited) and December 31, 1996 Condensed Consolidated Statements of 3 Income for the Three Months ended March 31, 1997 and 1996 (unaudited) Condensed Consolidated Statements of 4 Changes in Shareholders' Equity for the Twelve and Three Months ended December 31, 1996 and March 31, 1997 (unaudited) Condensed Consolidated Statements of Cash 5 Flows for the Three Months Ended March 31, 1997 and 1996 (unaudited) Notes to Condensed Consolidated Financial 6 Statements (unaudited) Item 2 - Management's Discussion and Analysis of 10 Financial Condition and Results of Operations PART II - OTHER INFORMATION Item 6 - Exhibits and Reports on Form 8-K 16 SIGNATURE PAGE 27 CONDENSED CONSOLIDATED BALANCE SHEETS (Amounts in Thousands) March 31 December 31 1997 1996 (unaudited) ASSETS Cash and due from banks $11,185 $10,265 Interest bearing deposits in other banks 207 256 Investment securities held to maturity (Market value of $33,591and $36,199 at March 31, 1997 and December 31, 1996 respectively) (Note 3) 33,830 36,290 Investment securities available for sale (Note 3) 52,366 53,502 Loans, net 226,002 221,166 Premises and equipment, net 6,531 6,698 Other assets 8,589 7,943 Total Assets $338,710 $336,120 LIABILITIES AND SHAREHOLDERS' EQUITY Deposits: (Note 4) Demand (non-interest bearing) $37,309 $34,847 Savings and Interest checking 104,108 104,763 Time 126,567 128,592 Total Deposits 267,984 268,202 Securities sold under agreements to repurchase 10,617 15,122 Other borrowings 22,416 14,891 Other liabilities 2,318 2,564 Total Liabilities 303,335 300,779 Commitments and Contingencies - - Shareholders' equity: Common stock $1 par value per share, 5,000 shares authorized with 2,030 shares issued and 1,871 and 1,890 outstanding at March 31, 1997 and December 31,1996, respectively 2,030 2,030 Capital stock without par value, 5,000 shares authorized with no shares issued or outstanding - - Additional paid in capital 19,746 19,745 Retained earnings 18,348 17,590 Net unrealized gain on securities 272 613 Treasury stock (Note 5) (4,243) (3,830) Unearned compensation (778) (807) Total shareholders' equity 35,375 35,341 Total Liabilities and Shareholders' Equity $338,710 $336,120 The accompanying notes are an integral part of these statements CONDENSED CONSOLIDATED STATEMENTS OF INCOME (amounts in thousands, except per share) (Unaudited) For the Three Months Ended March 31 1997 1996 INTEREST INCOME Interest on loans $5,074 $4,898 Interest on deposits in other banks 17 131 Interest on Federal funds sold 0 0 Interest and dividends on investments (Note 2) 1,292 1,087 Total interest income 6,383 6,116 INTEREST EXPENSE Interest on deposits 2,427 2,543 Interest on securities sold under repurchase agreements and other borrowings 426 241 Total interest expense 2,853 2,784 Net interest income 3,530 3,332 Provision for possible loan loss 193 94 Net-interest income after provision for possible loan losses 3,337 3,238 NONINTEREST INCOME Trust commissions 339 299 Service charges, commissions and fees 505 447 Other 39 88 Net securities gains 111 78 Total noninterest income 994 912 NONINTEREST EXPENSE Salaries and benefits 1,564 1,660 Net occupancy expense 163 134 Furniture and equipment expense 204 176 FDIC insurance 11 13 Other 853 742 Total noninterest expense 2,795 2,725 Income before income tax provision 1,536 1,425 Income tax provision 401 375 Net income $1,135 $1,050 Earnings per share Net income per share $0.62 $0.55 The accompanying notes are an intergral part of these statements. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY for the year ended December 31, 1996 and the Three Months ended March 31, 1997 (Amounts in thousands, except per share ) Net Additional Unrealized Common Paid-in Retained Gain/Loss Treasury Unearned Stock Capital Earnings Securities Stock Compensation Total Balance at December 31, 1995 $2,030 $19,431 $14,966 $677 ($2,053) ($95) $34,956 Year ended December 31, 1996 Net Income - - 4,127 - - - 4,127 Cash dividends, $.78 per share - - (1,503) - - - (1,503) Common stock issued under stock option plans - (33) - - 233 - 200 Change in net unrealized gain on securities - - - (64) - - (64) Restricted stock issued under long-term incentive compensation plan (28,926 shares, net of forfeitures) - 177 - - 672 (849) 0 Acquisition of 88,604 shares of treasury stock at cost - - - - (2,682) - (2,682) Tax benefit of restricted stock transaction - 170 - - - - 170 Amortization of unearned compensation - - - - - 137 137 Balance at December 31, 1996 2,030 19,745 17,590 613 (3,830) (807) 35,341 Net income - - 1,135 - - - 1,135 Cash Dividends, $.20 per share - - (377) - - - (377) Common stock issued under stock option plans - 1 - - 19 - 20 Change in net unrealized gain on securities - - - (341) - - (341) Acquisition of 13,483 shares of treasury stock at cost (Note 5) - - - - (432) - (432) Amortization of unearned compensation - - - - - 29 29 Balance at March 31, 1997 (unaudited) $2,030 $19,746 $18,348 $272 ($4,243) ($778) $35,375 The accompanying notes are an integral part of these statements. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (Amounts in Thousands) Unaudited For the Three Months Ended March 31 1997 1996 Cash flows from operating activities: Net Income $1,135 $1,050 Adjustments to reconcile net income to net cash provided (used) by operating activities: Depreciation 199 171 Premium amortization on investment securities 31 19 Discount accretion on investment securities (36) (28) Provision for possible loan losses 193 94 Securities gains, net (111) (78) Principal gains on sales of mortgage loans (20) (11) Proceeds from sale of mortgage loans 1,990 4,146 Gain on sale of premises and equipment 3 0 Loan charge-offs, net of recoveries (232) (297) (Increase) Decrease in interest receivable (222) 26 Increase (Decrease) in interest payable 148 (31) Decrease in unearned discount (48) (128) (Increase) Decrease in prepaid and other assets (387) 27 (Decrease) Increase in accrued expenses and other liabilities (217) 450 Other, net 106 (1) Net cash provided by operating activities $2,532 $5,409 Cash flows from investing activities: Proceeds from sales of investment securities available for sale 3,458 118 Proceeds from maturities of investment securities held to maturity 2,600 4,576 Proceeds from maturities of investment securities available for sale 4,727 3,364 Purchase of investment securities held to maturity (140) (3,089) Purchase of investment securities available for sale (7,450) (5,057) Net change in loans (6,718) (3,994) Capital expenditures (153) (220) Proceeds from sales of premises and equipment 3 0 Net cash (used) in investing activities (3,673) (4,302) Cash flows from financing activities: Net increase in demand deposits, NOW accounts and savings accounts 1,807 7,976 Net decrease in certificates of deposit (2,025) (892) Dividends (377) (374) Common stock issued under stock option plans 20 22 Purchase of treasury shares (432) (605) Cash inflows (outflows) from other borrowings 3,019 (175) Net cash provided by financing activities 2,012 5,952 Increase in cash and cash equivalents 871 7,059 Cash and cash equivalents as of January 1 10,521 14,904 Cash and cash equivalents as of March 31 $11,392 $21,963 The accompanying notes are an integral part of these statements. FRANKLIN FINANCIAL SERVICES CORPORATION and SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 1 - Basis of Presentation The condensed consolidated balance sheets as of March 31, 1997 and December 31, 1996, the condensed consolidated statements of income for the three-month periods ended March 31, 1997 and 1996, the condensed consolidated statements of changes in shareholders' equity as of December 31, 1996 and March 31, 1997 and the condensed consolidated statements of cash flows for the three-month periods ended March 31, 1997 and 1996 have been prepared by the Corporation, without audit where indicated. 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 March 31, 1997, and for all periods presented have been made. 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, a commercial bank (the Bank). All significant intercompany transactions and account balances have been eliminated. 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 1996 Annual Report. The results of operations for the period ended March 31, 1997, 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. Supplemental disclosures of cash flows information are as follows: Cash paid for three months ended March 31: 1997 1996 Interest paid on deposits and other borrowed funds . . . . . $2,705,000 $2,815,000 Income taxes paid $ - $ - Note 2. Capital Adequacy Quantitative measures established by regulation to ensure capital adequacy require financial minimum amounts and ratios of total and Tier I capital to risk-weighted assets and of Tier I The Capital ratios of the Corporation and its bank subsidiary as of March 31, 1997 are as fol As of March 31, 1997 (unaudited) To be well Capitalized Under For Capital Prompt Corrective Actual Adequacy PurposesAction Provisions (Amounts in thousands) Amount Ratio Amount Ratio Amount Ratio Total Capital (to Risk Weighted Assets) Corporation $36,603 17.74% $16,506 8.00% $20,633 10.00% Bank 33,265 16.06% 16,572 8.00% 20,715 10.00% Tier I Capital (to Risk Weighted Assets) Corporation $34,015 16.49% $8,253 4.00% $12,380 6.00% Bank 30,671 14.81% 8,286 4.00% 12,429 6.00% Tier I Capital (to Average Assets) Corporation $34,015 10.80% $12,594 4.00% $15,743 5.00% Bank 30,671 9.84% 12,469 4.00% 15,586 5.00% Note 3 - Investment Securities Amortized cost and estimated market values of investment securities as of March 31, 1997 (unaudited), and December 31, 1996, were as follows (amounts in thousands): Held to Maturity March 31 December 31 1997 1996 Estimated Estimated Amortized Market Amortized Market Cost Value Cost Value U.S. Treasury securities and obligations of U.S. Government agencies & corporations $1,045 $1,043 $1,051 $1,058 Obligations of state and political subdivisions 17,659 17,603 19,496 19,536 Corporate debt securities 3,553 3,523 3,688 3,677 Mortgage - backed securities 10,210 10,059 10,832 10,705 32,467 32,228 35,067 34,976 Other 1,363 1,363 1,223 1,223 $33,830 $33,591 $36,290 $36,199 Available for sale March 31 December 31 1997 1996 Estimated Estimated Amortized Market Amortized Market Cost Value Cost Value Equity securities $1,350 $2,603 $1,380 $2,490 U.S. Treasury securities and obligations of U.S. Government agencies & corporations $22,557 $22,289 27,054 27,055 Obligations of state and political subdivisions 6,765 6,604 1,934 1,930 Corporate debt securities 5,042 4,989 5,046 5,058 Mortgage - backed securities 16,240 15,881 17,159 16,969 $51,954 $52,366 $52,573 $53,502 Interest income and dividends received on investment securities for the three months ended March 31, 1997 and 1996 are as follows (amounts in thousands): Three Months 1997 1996 (Unaudited) U.S. Government Obligations $73 $76 Obligations of U.S. Government Agencies and Corporations 731 618 Obligations of States and Political Subdivisions 262 227 Other Securities, primarily Notes and Debentures 190 130 Common Stock 35 35 $1,291 $1,086 Note 4 - Deposits Deposits are summarized as follows (amounts in thousands): March 31 December 31 1997 1996 (Unaudited) Demand $37,309 $34,847 Savings Interest-bearing checking 33,998 34,473 Money Market Accounts 23,508 25,288 Passbook and Statement Savings 46,602 45,002 $104,108 $104,763 Time Deposits of $100,000 and over 22,766 30,345 Other Time Deposits 103,801 98,247 126,567 128,592 Total Deposits $267,984 $268,202 NOTE 5 - Treasury Stock Pursuant to the stock repurchase program approved by the Board of Directors in the first quarter of 1997, the Corporation acquired 13,483 common shares as of March 31, 1997 at a cost of approximately $432,000. Under the program, the Corporation is authorized to repurchase up to 100,000 shares in open market transactions through dealers. NOTE 6 - Recent Accounting Pronouncements In February 1997, the Financial Accounting Standards Board (FASB) issued Statement No. 128, "Earnings Per Share" effective for fiscal years ending on or after December 15, 1997. This Statement establishes new standards for computing and presenting earnings per share (EPS) and makes earnings per share comparable to international standards. The Statement prohibits early application and requires restatement of all prior-period EPS data presented after its effective date. The EPS as currently reported is the same as the Basic EPS required by the Statement. The newly required Diluted EPS is not expected to be materially different than the Basic EPS. Also, in March 1997, the FASB issued statement No. 129, "Disclosures of Information about Capital Structure." This Statement did not change the currently reported disclosures. Management's Discussion and Analysis of Results of Operations and Financial Condition for the Three Months Periods Ended March 31, 1997 Part 1, Item 2 Results of Operations The Corporation reported earnings of $1,135,000 for the first quarter ended March 31, 1997, versus $1,050,000 for the same quarter in 1996, reflecting an increase of 8.1%. Per share earnings for the quarter increased 12.7% to $.62 from $.55 for the same period in 1996. Per share earnings are weighted to reflect the impact of the stock repurchase program. Book value per share equaled $18.95 at March 31, 1997 compared to $17.88 at March 31, 1996, reflecting a 6.0% increase. The Corporation's annualized return on average assets (ROA) and return on average equity (ROE) for the first quarter of 1997 were 1.37% and 12.98%, respectively, compared to 1.35% and 12.33%, respectively, for the first quarter of 1996. Net interest income improved $198,000, or 5.9%, to $3.5 million for the quarter ended March 31, 1997, from $3.3 million for the same period a year earlier. Although the growth in interest-bearing liabilities outpaced the growth in interest-earning assets during the first quarter of 1997 versus the first quarter of 1996, a 14 basis point decrease in the Corporation's cost of funds during the first quarter of 1997 versus the first quarter of 1996 more than offset the slower growth of interest-earning assets. The yield on interest-earning assets held steady at 8.34% for the comparable periods while the cost of funds dipped to 4.41% for the first quarter of 1997 versus 4.55% for the same period in 1996. The Corporation's net interest margin on a tax-equivalent basis was 4.67% at March 31, 1997, versus 4.62% one year earlier. The Corporation expensed $193,000 for possible loan losses in the first quarter of 1997 compared to $94,000 in the first quarter of 1996. The higher provision was necessary to cover consumer loan charge-offs and to maintain the allowance for possible loan losses at adequate levels. The ratio of allowance for loan loss as a percent of loans held steady at 1.32% at March 31, 1997, versus 1.38% at March 31, 1996. Total noninterest income excluding net securities gains recorded an increase of $49,000, or 5.9% to $883,000 for the quarter ended March 31, 1997 compared to $834,000 one year earlier. The $40,000 increase in trust commissions was due primarily to a 20.0% growth in trust assets under management and the $58,000 increase in service charges, commissions and fees income was due primarily to loan fees, corporate deposit account fees and fees from the Corporation's Freedom Card (debit card/ATM card). Partially offsetting these increases was a decrease in the other noninterest income totaling $49,000. Nonrecurring income such as rebates and reimbursement of loan collection costs from prior years was primarily responsible for the decrease in other income. As a result of management's ongoing review of its available for sale investment portfolio, net securities gains for the first quarter of 1997 amounted to $111,000 compared to $78,000 for the same quarter in 1996. The net gains recorded were produced primarily from the equities securities portfolio. Total noninterest expense increased $70,000, or 2.6%, for the quarter ended March 31, 1997, to $2,795,000 versus $2,725,000 at March 31, 1996. Salaries and benefits expense recorded a decrease of $96,000. Salaries were up approximately $8,000 over the first quarter of 1996 reaching $1.2 million; while benefits were down approximately $104,000. The small increase in salaries was related to the retirement of an executive officer in June 1996 offset by staff added for the three Cumberland County offices opened in the fourth quarter of 1996. Benefits expense decreased primarily due to lower costs related to the long-term incentive plan. Net occupancy and furniture and equipment expense were up due largely to operating costs associated with the three new branches. Other noninterest expense recorded an increase of $111,000 to $853,000 for the first quarter of 1997 versus the first quarter of 1996. Amortization of a customer list related to the new branches and timing of supplies purchased were the primary contributors to increased other expense. Federal income tax expense for the first quarter ended March 31, 1997, totaled $401,000 compared to $375,000 a year earlier. The Corporation's effective tax rate for the quarter was 26.1% compared to 26.3% for the same period one year earlier. The effective tax rates are lower than the statutory tax rate of 34.0% due primarily to interest income earned on tax-free investments. Financial Condition Total assets grew $2.6 million to $338.7 million at March 31, 1997, from $336.1 million at December 31, 1996. Earning-assets growth from year-end reported an increase of $1.2 million to $312.4 million at March 31, 1997, and represented 92.2% of total assets. Investment securities held-to-maturity decreased $2.4 million to $33.8 million at quarter-end compared to $36.2 million at December 31, 1996, due to calls and maturities. The estimated market value of investment securities available-for-sale decreased $1.1 million to $52.4 million at March 31, 1997, from $53.5 million at December 31, 1996. Available-for-sale equity securities sold during the first quarter of 1997 produced gains of $102,000 and available-for-sale bonds and tax-free municipal securities sold produced net gains of $9,000. Net loans grew $4.8 million to $226.0 million at March 31, 1997, from $221.1 million at year-end 1996. Commercial loans reported the largest growth with an increase of $2.3 million; consumer loans followed with an increase of $1.5 million. Mortgage volumes were up $1.0 million from year-end 1996 despite the sale of approximately $2.0 million to the secondary market during the first quarter. The Corporation continues its aggressive commercial loan pricing strategy without sacrificing loan quality and is committed to improving its market share for mortgage business through improved customer service and technology. The banking industry is currently experiencing an increase in consumer delinquencies and personal bankruptcies and the Corporation is no exception. To improve consumer underwriting practices the Corporation is requiring intense training of all consumer lending personnel. The expected results are adherence to better defined standards and improved consumer loan quality in the future. The allowance for possible loan losses registered $3.0 million at March 31, 1997, compared to $3.1 million at December 31, 1996. The allowance represented 1.32% of total loans at March 31, 1997 and provided coverage for total nonaccrual loans 2.7 times and total nonperforming loans 1.7 times. At December 31, 1996, the allowance represented 1.36% of total loans. Nonperforming loans increased $32,000 to $1.76 million at March 31, 1997 versus $1.73 million at December 31, 1996. Nonperforming loans at March 31, 1996 equaled $1.59 million. Included in nonperforming loans at March 31, 1997, were nonaccrual loans ($1.10 million) and loans past due 90 days or more ($.66 million). The Corporation recorded other real estate owned totaling $54,000 at March 31, 1997, versus $99,000 at year-end 1996. Nonperforming assets represented .54% of total assets at March 31, 1997 and December 31, 1996. The Corporation recorded net charge-offs for the three months ended March 31, 1997 totaling $232,500 compared to $297,000 for the same period one year earlier. The loans charged-off are almost entirely from the consumer loan portfolio. The annualized ratio of net charge-offs to average loans was .43% at March 31, 1997 compared to .32% and .56% at December 31, 1996 and March 31, 1996, respectively. Total deposits held steady at $268.0 million for March 31, 1997 and December 31, 1996. Securities sold under agreements to repurchase (repos) decreased $4.5 million to $10.6 million at March 31, 1997 from $15.1 million at December 31, 1996. Offsetting the decrease in repos and funding the modest increase in assets required an increase in other borrowings totaling $7.5 million to $22.4 million at March 31, 1997 from $14.9 million at December 31, 1996. Other borrowings represent term loans and overnight loans (repos) from the Federal Home Loan Bank of Pittsburgh. The local economy remains stable with low unemployment. Despite the loss of some government jobs as a result of the 1995 BRAC recommendations and the closing of some private businesses, new jobs created have offset any potential adverse impact on the local economy. The local economy continues to be fairly well diversified. Liquidity The Corporation's liquidity position (net cash, short-term and marketable assets divided by net deposits and short-term liabilities) was 21.6% at March 31, 1997. The Corporation actively sells mortgage loans to the secondary market (primarily FNMA) and looks to its borrowing ability with FHLB to satisfy any liquidity needs. The Corporation sold $2.0 million mortgage loans to FNMA during the first quarter of 1997 and had advances outstanding with FHLB totaling $22,416,000. The Corporation's maximum borrowing capacity with FHLB equals $96,182,000. Management believes that liquidity is adequate to meet the borrowing and deposit withdrawal needs of its customers. Capital Adequacy Total shareholders' equity increased $34,000 to $35.37 million at March 31, 1997, from $35.34 million at December 31, 1996. Retained earnings increased $758,000 but was more than offset by a decrease of $341,000 in net unrealized gain on securities and $432,000 utilized to repurchase 13,483 shares of the Corporation's common stock. Cash dividends paid in the first quarter of 1997 totaled $377,000, or $.20 per share compared to $374,000 or $.19 per share for the first quarter of 1996. Capital adequacy is currently defined by banking regulatory agencies through the use of several minimum required ratios. At March 31, 1997 the Corporation was determined to be well capitalized as defined by the banking regulatory agencies. The Corporation's leverage ratio, Tier I and Tier II risk-based capital ratios at March 31, 1997, were 10.80%, 16.49% and 17.74%, respectively. PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Exhibits 11 - Computation of earnings per share (b) Reports on Form 8-K A Form 8-K dated March 6, 1997 was filed in connection with a stock repurchase program. Exhibit 11 COMPUTATION OF PER SHARE EARNINGS For the Three Months Ended March 31 1997 1996 Fully Fully Primary Earnings Primary Earnings Diluted Primary Earnings Primary Earnings Diluted Per Share(1) Per Share(1) Earnings Per Share(1) Per Share(1) Earnings as Reported as Adjusted Per Share as Reported as Adjusted Per Share Computation of earnings per common share: Shares Weighted average shares outstanding 1,839,312 1,839,312 1,839,312 1,912,535 1,912,535 1,912,535 Equivalent shares from exercise of dilutive stock equivalents -- 17,405 18,775 --- 29,532 18,224 1,839,312 1,856,717 1,858,087 1,912,535 1,942,067 1,930,759 Net Income $1,135,000 $1,135,000 $1,135,000 $1,050,000 $1,050,000 $1,050,000 Earnings per common share Net Income $0.62 $0.61 $0.61 $0.55 $0.54 $0.54 (1) Primary earnings per share "as reported" exclude the effect of the options issued under the Employee Stock Purchase Plan and the restricted stock issued under the Long-Term Incentive Plan of 1990, as the effect of the equivalent shares on the earnings per share calculation is less than 3%. Primary earnings per share "as adjusted" include the effect of the options and restricted stock. FRANKLIN FINANCIAL SERVICES CORPORATION and SUBSIDIARY 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 thereunto duly authorized. Franklin Financial Services Corporation May 13, 1997 /s/ William E. Snell, Jr. William E. Snell Jr. President and Chief Executive Officer May 13, 1997 /s/ Elaine G. Meyers Elaine G. Meyers Treasurer and Chief Financial Officer