PENNROCK FINANCIAL SERVICES CORP
10-Q, 1996-05-08
NATIONAL COMMERCIAL BANKS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                                        
             -------------------------------------------------------
                                        
                                    FORM 10-Q
                                        
                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                                        
        For Quarter Ended March 31, 1996   Commission File Number 0-15040
                          ---------------                         --------
                                        
                        PennRock Financial Services Corp.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)
                                        
                   Pennsylvania                        23-2400021
         -------------------------------          --------------------
         (State or other jurisdiction of            (I.R.S. Employer
          incorporation or organization)          Identification No.)

                  1060 Main St.
             Blue Ball, Pennsylvania                     17506
     ---------------------------------------           ----------
     (Address of principal executive offices)          (Zip code)

                                        
                                 (717) 354-4541
               --------------------------------------------------
               Registrant's telephone number, including area code
                                        
  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 periods 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
  
  Indicate the number of shares outstanding of each of the issuer's classes of
  common stock, as of the latest practical date.
  
                      Class                  Outstanding at April 29, 1996
          ------------------------------    --------------------------------
          Common Stock ($2.50 par value)            6,077,299 Shares


<PAGE>    1
                                      INDEX
                                        
                        REGISTRANT COMPANY AND SUBSIDIARY
                                        
PART I. FINANCIAL INFORMATION
- -----------------------------
Item 1. Financial Statements
        
        Condensed consolidated balance sheets - March 31, 1996,
        December 31, 1995 and March 31, 1995.
        
        Condensed consolidated statements of income - Three months ended
        March 31, 1996 and 1995.
        
        Condensed consolidated statements of cash flows - Three months
        ended March 31, 1996 and 1995.
        
        Notes to condensed consolidated financial statements - March 31, 1996.
        
Item 2. Management's Discussion and Analysis of Financial Condition
        and Results of Operations

PART II. OTHER INFORMATION
- --------------------------
Item 6. Exhibits and Reports on Form 8-K


SIGNATURES
- ----------

<PAGE>    2

                                     Part I.
                                    --------
                      For the Quarter Ended March 31, 1996
                                        
ITEM 1.  FINANCIAL INFORMATION

PENNROCK FINANCIAL SERVICES CORP. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                    March 31   December 31,   March 31,
(Amounts in thousands)                1996         1995          1995
                                  ------------ -----------  -------------
<S>                               <C>           <C>          <C>
ASSETS
Cash and due from banks              $ 17,268     $ 17,888      $ 17,540
Short-term investments                    465          939           176
Mortgages held for sale                 6,069        2,373         3,554
Securities available for sale,
  at fair value                       200,912      196,029       184,451
Investment securities                                             22,460
Loans:
  Loans, net of unearned income       308,401      298,025       267,532
  Allowance for loan losses           (3,693)      (3,661)       (3,577)
                                    ---------    ---------     ---------
  Net loans                           304,708      294,364       263,955
Bank premises and equipment             9,180        9,111         8,732
Accrued interest receivable             3,469        3,264         3,194
Other assets                            7,343        8,114         9,335
                                    ---------    ---------     ---------
Total assets                         $549,414     $532,082      $513,397
                                    =========    =========     =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
  Deposits:
    Non-interest bearing             $ 59,259     $ 57,775      $ 52,691
    Interest bearing                  358,819      360,154       349,299
                                    ---------    ---------     ---------
    Total deposits                    418,078      417,929       401,990
  Short-term borrowings                64,269       47,476        53,256
  Long-term debt                        9,000        9,000         9,000
  Accrued interest payable              2,569        2,494         2,025
  Other liabilities                     4,135        3,509         3,993
                                    ---------    ---------     ---------
  Total liabilities                   498,051      480,408       470,264
Stockholders' Equity:
  Common stock, par value $2.50 per share;
    authorized - 10,000,000 shares;
    issued - 6,077,299, 6,062,991,
    and 6,025,709 of which 16,973 and
    579 shares are held as treasury
    stock, respectively                15,193       15,157        15,064
  Surplus                              11,106       10,905        10,204
  Unrealized gains (losses) on
    securities available for sale,
    net of deferred taxes               (494)          769       (4,003)
  Retained earnings                    25,846       24,854        21,868
                                    ---------    ---------     ---------
                                       51,651       51,685        43,133
  Less treasury stock, at cost          (288)         (11)
                                    ---------    ---------     ---------
  Total stockholders' equity           51,363       51,674        43,133
                                    ---------    ---------     ---------
  Total liabilities and
    stockholders' equity             $549,414     $532,082      $513,397
                                    =========    =========     =========
</TABLE>

<PAGE>    3

PENNROCK FINANCIAL SERVICES CORP. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
                                 Three Months Ended
(Amounts in thousands)               March 31,
                                --------------------
                                  1996        1995
                                --------    --------
<S>                              <C>         <C>
Interest income:
  Interest and fees on loans     $6,900      $5,808
  Investment securities:
     Taxable                      2,324       2,893
     Tax-exempt                     588         351
  Mortgages held for sale            87          39
  Other                               7           2
                                -------     -------
  Total interest income           9,906       9,093
Interest expense:
  Deposits                        3,892       3,349
  Short-term borrowings             691       1,053
  Long-term debt                    136         159
                                -------     -------
  Total interest expense          4,719       4,561
                                -------     -------
  Net interest income             5,187       4,532
Provision for loan losses           149          88
                                -------     -------
                                  5,038       4,444
Other income:
  Trust commissions and fees        166         159
  Service charges and fees          289         246
  Investment security gains         415          87
  Mortgage loan operations        (110)        (16)
  Other                             143         186
                                -------     -------
  Total other income                903         661
                                -------     -------
  Net interest and other income   5,941       5,105
                                -------     -------
Other expenses:
  Salaries and benefits           2,019       1,840
  Occupancy, net                    312         229
  Equipment depreciation
   and service                      276         214
  Other                           1,055       1,033
                                -------     -------
  Total other expense             3,662       3,316
                                -------     -------
  Income before income taxes      2,279       1,789
Income taxes                        618         470
                                -------     -------
  Net income                     $1,661      $1,319
                                =======     =======
Earnings per share                 $.27        $.22
Cash dividends per share           $.11        $.10
</TABLE>

<PAGE>    4

PENNROCK FINANCIAL SERVICES CORP. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
                                                 Three Months Ended
                                                     March 31,
(Amounts in thousands)                        -----------------------
                                                 1996           1995
                                              ---------      ---------
<S>                                           <C>            <C>
Cash from (used in) operations                ($   170)         $   766
Investing activities:
  Proceeds from sales of securities              24,231           7,459
  Purchases of securities                      (34,215)         (5,726)
  Maturities and paydowns of securities           3,612           1,367
  Net increase in loans                        (10,493)        (27,603)
  Purchases of premises and equipment             (290)         (2,134)
                                              ---------       ---------
     Net cash used by investing activities     (17,155)        (26,637)
Financing activities:
  Net increase in non-interest bearing deposits   1,484           2,286
  Net increase (decrease) in interest
     bearing deposits                           (1,335)          57,270
  Increase (decrease) in short-term borrowings   16,792        (28,821)
  Decrease in long-term debt                                    (1,500)
  Issuance of common stock and treasury stock       247             478
  Acquisition of treasury stock                   (288)
  Cash dividends                                  (669)           (602)
                                              ---------       ---------
     Net cash provided by financing activities   16,231          29,111
                                              ---------       ---------
     Increase (decrease) in cash and
       cash equivalents                         (1,094)           3,240
     Cash and cash equivalents, beginning
       of year                                   18,827          14,476
                                              ---------       ---------
     Cash and cash equivalents, end of period   $17,733         $17,716
                                              =========       =========

Total interest paid                             $ 4,642         $ 4,561
Total income taxes paid                             225             239
</TABLE>

<PAGE>    5

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
March 31, 1996

NOTE 1. ACCOUNTING POLICIES
  
  The accompanying consolidated financial statements include the accounts of
  PennRock Financial Services Corp. and its banking subsidiary, Blue Ball
  National Bank.  All material intercompany balances and transactions have been
  eliminated in consolidation.
  
  The information contained in the financial statements is unaudited.  In the
  opinion of management, all adjustments (consisting of normal recurring
  accruals) considered necessary for a fair presentation of the results of
  interim periods have been made.  Accordingly, they do not include all of the
  information and footnotes required by generally accepted accounting
  principles for complete financial statements.  Operating results for the
  three months ended March 31, 1996 are not necessarily indicative of the
  results that may be expected for the year ended December 31, 1996.
  
  The accounting policies of PennRock Financial Services Corp. and Subsidiary,
  as applied in the consolidated interim financial statements presented, are
  substantially the same as those followed on an annual basis as presented in
  the 1995 Annual Report to shareholders except that, as of January 1, 1996,
  PennRock adopted the Financial Accounting Standards Board's Statement No.
  122, "Accounting for Mortgage Servicing Rights, an Amendment of FASB
  Statement No. 65" as discussed in Note 3.  For further information, refer to
  the consolidated financial statements and footnotes thereto included in
  PennRock's annual report on Form 10-K for the year ended December 31, 1995.

NOTE 2. COMMITMENTS AND CONTINGENT LIABILITIES
  
  The financial statements do not reflect various commitments and contingent
  liabilities, such as commitments to extend credit, letters of credit,
  guarantees, and liability for assets held in Trust, which arise in the normal
  course of business.  Commitments under outstanding letters of credit amounted
  to $7.8 million at March 31, 1996.  Management does not anticipate any
  significant loss as a result of these transactions.

<PAGE>    6

NOTE 3. ADOPTION OF SFAS NO. 122
  
  Effective January 1, 1996, PennRock adopted Statement of Financial Accounting
  Standards No. 122, "Accounting for Mortgage Servicing Rights, an amendment of
  FASB Statement No. 65" (SFAS 122).  SFAS 122 amended Statement 65 to require
  an institution to recognize as separate assets the rights to service mortgage
  loans for others when a mortgage loan is sold or securitized and servicing
  rights retained.  When capitalizing originated mortgage servicing rights
  ("OMSR's"), an institution allocates the total cost of the mortgage loans
  (the recorded investment in the mortgage loans including net deferred fees or
  costs and any purchase premium or discount) to the OMSR's and the loans
  (without the OMSR's) based on their relative fair values.  OMSR's are
  amortized in proportion to, and over the period of, estimated net servicing
  income.
  
  SFAS 122 also requires that all capitalized mortgage servicing rights be
  evaluated for impairment based on the difference between the carrying amount
  of the servicing rights and their current fair value.  Impairment of OMSR's
  is recognized through a valuation allowance.  The amount of impairment
  recognized is the amount by which the capitalized OMSR's exceed their fair
  value.  Subsequent to the initial measurement of impairment, the valuation
  allowance is adjusted to reflect changes in the measurement of impairment.
  Fair value in excess of the amount capitalized as OMSR's (net of
  amortization) is not recognized.
  
  The impact on the financial statements from the adoption of SFAS 122 was
  immaterial in the first quarter of 1996.  Factors such as volume of mortgage
  loans originated will have a substantial effect on the amount of OMSR's
  realized in the future.  PennRock has no purchased mortgage servicing rights.

<PAGE>    7

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS
  
  This section presents management's discussion and analysis of the financial
  condition and results of operations of PennRock Financial Services Corp. and
  subsidiary.  This discussion should be read in conjunction with the financial
  statements which appear elsewhere in this report.
  
  Total assets of PennRock increased $17.3 million or 3.3% since the end of
  1995 and by $36.0 million or 7.0% over March 31, 1995.  The increases in
  assets were primarily reflected in increases in loans outstanding as loans
  increased $10.4 million or 3.5% for the year-to-date and by $40.9 million or
  15.3% since last year.  Total investment securities (measured on an amortized
  cost basis) increased $6.8 million or 3.5% since year-end and declined by
  $11.3 million or 5.3% from March 31 last year.
  
  Net income for the current quarter was $1.7 or $.27 per share compared with
  $1.3 or $.22 per share for the first quarter of 1995, an increase of $341,439
  or 15.9%.  Net interest income increased $655,303 from the first quarter of
  1995 due to volume increases and slightly wider spreads, while other income
  excluding security and mortgage gains and losses increased $7,758 and other
  expenses increased $346,777.
  
  Dividends declared for the quarter totaled $668,503 or $.11 per share.  This
  represented 40.2% of net income.  Dividends declared during the first quarter
  of last year were $602,570 or $.10 per share.

NET INTEREST INCOME
  
  Net interest income is the product of the volume of average earning assets
  and the average rates earned on them, less the volume of average interest
  bearing liabilities and the average rates paid on them.  The amount of net
  interest income is affected by changes in interest rates, volumes and the mix
  of earning assets and paying liabilities.  For analytical purposes, net
  interest income is adjusted to a taxable equivalent basis.  This adjustment
  allows for a more accurate comparison among taxable and tax-exempt assets by
  increasing tax-exempt income by an amount equivalent to the federal income
  tax which would have been paid if this income were taxable at the statutory
  rate of 34%.
  
  Table 1 presents the net interest income on a fully taxable equivalent basis
  for the first quarter of 1996 and 1995.  Net interest income on a fully
  taxable equivalent basis totaled $5.4 million for the first quarter of 1996,
  an increase of $731,000 or 15.5% from $4.7 million earned for the same period
  of 1995.

<PAGE>    8

TABLE 1 - NET INTEREST INCOME
<TABLE>
<CAPTION>
                                 Three Months Ended
(Amounts in thousands)               March 31,
                                --------------------
                                  1996        1995
                                 ------      ------
<S>                               <C>        <C>
Total interest income            $9,906      $9,093
Total interest expense            4,719       4,561
                                -------     -------
Net interest income               5,187       4,532
Tax equivalent adjustment           254         178
                                -------     -------
Net interest income
  (fully taxable equivalent)     $5,441      $4,710
                                =======     =======
  
  Table 2 presents the average balances, taxable equivalent interest income and
  expense and rates for PennRock's assets and liabilities for the three months
  ended March 31, 1996 and 1995.  Both the interest rate spread and net
  interest margin are higher in 1996 than in 1995 because rates on interest
  earning assets increased while the average cost of funds declined.  For the
  first quarter of 1996 compared with the first quarter of 1995, earning asset
  yields were 8 basis points higher while rates on paying liabilities decreased
  5 basis points for the same period.

<PAGE>    9

TABLE 2 - AVERAGE BALANCES, RATES, AND INTEREST INCOME AND EXPENSE

</TABLE>
<TABLE>
<CAPTION>
                                              Three Months Ended March 31,
(Amounts in thousands)            ----------------------------------------------------
                                             1996                       1995
                                  ---------------------------------------------------
                                  Average             Yield/ Average            Yield/
                                  Balance    Interest  Rate  Balance   Interest  Rate
                                  --------   --------------- --------  ---------------
<S>                                <C>       <C>      <C>    <C>       <C>      <C>
ASSETS
Interest earning assets
 Money market investments          $    310   $    8  10.24%   $    85  $    2   9.34%
 Mortgages held for sale              3,502       87   9.86%     2,102      39   7.36%
 Securities available for sale      197,686    3,165   6.35%   191,272   3,032   6.29%
 Investment securities                                          16,691     363   8.62%
 Loans:
   Mortgage                         165,289    3,726   8.94%   139,421   3,123   8.89%
   Commercial                        86,817    1,931   8.82%    73,994   1,708   9.16%
   Consumer                          50,004    1,243   9.86%    40,940   1,004   9.73%
                                   --------   ------          --------  ------
   Total loans                      302,110    6,900   9.06%   254,355   5,835   9.10%
                                   --------   ------          --------  ------
 Total earning assets               503,608   10,160   8.00%   464,505   9,271   7.92%
Other assets                         30,167   ------            31,760  ------
                                   --------                   --------
                                   $533,775                   $496,265
                                   ========                   ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Interest bearing deposits:
 Demand                            $ 70,962      449   2.51%  $ 62,243     425   2.71%
 Savings                             60,726      333   2.18%    65,756     437   2.64%
 Time                               229,821    3,110   5.37%   194,670   2,487   5.07%
                                   --------   ------          --------  ------
 Total interest bearing deposits    361,509    3,892   4.27%   322,669   3,349   4.12%
Short-term borrowings                50,534      691   5.42%    68,644   1,053   6.09%
Long-term debt                        9,000      136   6.00%     9,967     159   6.33%
                                   --------   ------          --------  ------
                                    421,043    4,719   4.45%   401,280   4,561   4.51%
Non-interest bearing deposits        53,778   ------            48,662  ------
Other liabilities                     6,476                      5,067
Stockholders' equity                 52,478                     41,256
                                   --------                    -------
Total liabilities and stockholders'
 equity                            $533,775                   $496,265
                                   ========                   ========
Net interest income                           $5,441                    $4,710
                                              ======                    ======
Interest rate spread                                   3.56%                     3.41%
                                                       ======                   ======
Net interest margin                                    4.29%                     4.02%
                                                       ======                   ======

<PAGE>    10

PROVISION AND ALLOWANCE FOR LOAN LOSSES
  
  The provision for loan losses charged to earnings was $149,000 for the first
  quarter of 1996 compared with $89,000 for the first quarter of last year. The
  provision is based on management's estimate of the amount needed to maintain
  an adequate allowance for loan losses.  The adequacy of the allowance will
  continue to be examined in light of past loan loss experience, current
  economic conditions, volume of non-performing and delinquent loans and other
  relevant factors.  The allowance is established at a level considered by
  management to be adequate to absorb potential future losses contained in the
  portfolio and is monitored on a continuous basis with independent formal
  reviews conducted semiannually.  The allowance is increased by provisions
  charged to expense and decreased by net charge-offs.  Table 3 reflects an
  analysis of the allowance for loan losses for the first quarter of 1996 and
  1995.

TABLE 3 - ANALYSIS OF ALLOWANCE FOR LOAN LOSSES

</TABLE>
<TABLE>
<CAPTION>
                                           Three Months Ended
(Amounts in thousands)                         March 31,
                                          --------------------
                                            1996        1995
                                          --------    --------
<S>                                       <C>         <C>
Balance, beginning of period               $3,661      $3,482
Provision charged to operating expense        149          89
Total loans charged off                     (119)        (13)
Total recoveries                                2          19
                                          -------     -------
Net (charge-offs) recoveries                (118)           6
                                          -------     -------
Balance, end of period                     $3,693      $3,577
                                          =======     =======
Total loans:
  Average                                $302,110    $254,354
  Period-end                             $308,401    $267,532

Ratios:
  Net charge-offs to
    average loans (annualized)                .16%
  Allowance for loan losses to
    period-end loans                         1.20%       1.34%

<PAGE>    11

TABLE 4 - NON-PERFORMING ASSETS

</TABLE>
<TABLE>
<CAPTION>
                                       March 31    December 31,   March 31,
(Amounts in thousands)                   1996          1995          1995
                                      ----------    ---------    -----------
<S>                                   <C>            <C>         <C>
Non-accrual loans                         $  519        $  862          $583
Other real estate owned                      558           276           316
                                       ---------     ---------     ---------
Total non-performing assets              $1,077$        $1,138          $899
                                       =========     =========     =========
Ratios:
  Non-accrual loans to total loans          0.17%         0.29%         0.22%
  Non-accrual loans to total loans and
    other real estate owned                 0.17%         0.29%         0.22%
  Allowance for loan losses to
    non-accrual loans                     711.56%       424.71%       613.55%

Loans accruing but 90 days past due
  as to principal or interest               $584          $375          $390

LIQUIDITY
  
  The purpose of liquidity management is to ensure that there are sufficient
  cash flows available to meet a variety of needs.  These include financial
  commitments such as satisfying the credit needs of our borrowers and
  withdrawals by our depositors, the ability to capitalize in investment and
  business opportunities as they occur, and the funding of PennRock's own
  operations.  Liquidity is provided by maturities and sales of investment
  securities, loan payments and maturities and liquidating money market
  investments such as federal funds sold.  Liquidity is also provided by short-
  term lines of credit  with various correspondents and fixed and variable rate
  advances from the Federal Home Loan Bank of Pittsburgh and other
  correspondent banks.  However, PennRock's primary source of liquidity lies in
  PennRock's ability to renew, replace and expand its base of core deposits
  (consisting of demand, NOW, money market, savings, and time deposits of less
  than $100,000).
  
  Total deposits increased $149,000 million or .4% since year end and $16.1
  million or 4.00% from last year.  Total short-term borrowings increased $16.8
  million or 35.4% since year end and by $11.0 million or 20.7% from last year.
  Table 5 reflects the changes in the major classifications of deposits and
  borrowings by comparing the balances at the end of the first quarter of 1996
  with year-end and the first quarter of 1995.

<PAGE>    12

TABLE 5 - DEPOSITS AND BORROWINGS BY MAJOR CLASSIFICATION
(Amounts in thousands)

</TABLE>
<TABLE>
<CAPTION>
                                   March 31,   December 31,   March 31,
                                      1996         1995          1995
                                 ------------- ------------ -------------
<S>                              <C>            <C>          <C>
Non-interest bearing                 $ 59,259     $ 57,775      $ 52,691
NOW accounts                           37,886       39,942        39,101
Money market deposit accounts          32,272       31,227        25,745
Savings accounts                       62,207       60,852        63,463
Time deposits under $100,000          204,978      208,022       200,349
                                    ---------    ---------     ---------
Total core deposits                   396,602      397,818       381,349
Time deposits of $100,000 or more      21,476       20,111        20,641
                                    ---------    ---------     ---------
Total deposits                        418,078      417,929       401,990
Short-term borrowings                  64,269       47,476        53,256
Long-term debt                          9,000        9,000         9,000
                                    ---------    ---------     ---------
Total deposits and borrowings        $491,347     $474,405      $464,246
                                    =========    =========     =========

CAPITAL RESOURCES:
  
  Total stockholders' equity increased $7.7 million or 18.9% from March 31,
  1995 and increased $8.9 million or 22.3% since year-end 1995.  The increase
  in stockholders' equity since year-end and from last year was enhanced by a
  decrease in the unrealized loss, net of deferred tax effect, of PennRock's
  available for sale investment portfolio.
  
  Table 6 shows PennRock's capital resources at March 31, 1996 and at December
  31 and March 31, 1995.  PennRock and its subsidiary bank exceed all minimum
  capital guidelines.


TABLE 6 - CAPITAL RESOURCES

</TABLE>
<TABLE>
<CAPTION>
                                   March 31,   December 31,   March 31,
                                      1996         1995          1995
                                 ------------- ------------ -------------
<S>                              <C>            <C>          <C>
  Leverage ratio:
   Total capital to total assets        9.38%        10.40%        9.10%
   Tier 1 capital to total assets       9.21%         9.39%        8.40%
  Risk-based capital ratios:
   Tier 1 capital to risk weighted
     assets                            15.52%        15.82%       14.90%
   Total capital to risk weighted
     assets                            16.64%        16.97%       16.06%

<PAGE>    13
                                        
                                        
                           PART II.  OTHER INFORMATION
                           ---------------------------
                      For the Quarter ended March 31, 1996

ITEM 6. Exhibits and Reports on Form 8-K
  
  (a) Exhibits
      
      27.   Financial Data Schedule regarding unaudited interim financial
            information of PennRock for the quarter ended March 31, 1996.
  
  (b) Reports on Form 8-K
      
      There were no reports on Form 8-K filed for the three months ended March
      31, 1996.

<PAGE>    14

                                        
                                   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.

                              PennRock Financial Services Corp.
                              ---------------------------------
                                        (Registrant)


Date: May 7, 1996             By:  /s/Melvin Pankuch
- -----------------------       -----------------------------------------------
                                   Melvin Pankuch
                                   Executive Vice President and
                                   Chief Executive Officer

Date:  May 7, 1996            By:  /s/George B. Crisp
- ------------------------      -----------------------------------------------
                                   George B. Crisp
                                   Vice President and Treasurer
                                   (Principal Financial and Accounting Officer)
<PAGE>    15


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 9
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               MAR-31-1996
<EXCHANGE-RATE>                                      1
<CASH>                                          17,268
<INT-BEARING-DEPOSITS>                               0
<FED-FUNDS-SOLD>                                   465
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                    200,912
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                                0
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