UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1995 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 0-13222 CITIZENS FINANCIAL SERVICES, INC. (Exact name of registrant as specified in its charter) PENNSYLVANIA 23-2265045 (State of other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 15 South Main Street, Mansfield, Pennsylvania 16933 (Address of principal executive offices ) (Zip Code) Registrant's telephone number, including area code: (717) 662-2121 Indicate by checkmark whether the registrant (1) has filed all reports 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_____ The number of shares outstanding of the Registrant's Common Stock, as of November 1, 1995, 1,347,323 shares of Common Stock, par value $1.00. Citizens Financial Services, Inc. Form 10-Q INDEX Page Part I FINANCIAL INFORMATION (UNAUDITED) Item 1-Financial Statements Consolidated Balance Sheet as of September 30, 1995 and December 31, 1994 1 Consolidated Statement of Income for the Three Months and Nine Months Ended September 30, 1995 and 1994 2 Consolidated Statement of Cash Flows for the Nine Months Ended September 30, 1995 and 1994 3 Notes to Consolidated Financial Statements 4 Item 2-Management's Discussion and Analysis of Financial Condition and Results of Operations 5-12 Part II OTHER INFORMATION AND SIGNATURES Item 1-Legal Proceedings 13 Item 2-Changes in Securities 13 Item 3-Defaults upon Senior Securities 13 Item 4-Submission of Matters to a Vote of Security Holders 13 Item 5-Other Information 13 Item 6-Exhibits and Reports on Form 8-K 13 Signatures 14 CITIZENS FINANCIAL SERVICES, INC. CONSOLIDATED BALANCE SHEET (UNAUDITED) September 30, December 31, 1995 1994 ASSETS: Cash and due from banks: Noninterest-bearing $ 5,260,630 $ 5,479,295 Interest-bearing 3,699,237 32,005 Total cash and cash equivalents 8,959,867 5,511,300 Available-for-sale securities 22,158,666 14,639,874 Held-to-maturity securities (estimated market value 1995,$47,712,000; December 31, 1994, $47,897,000) 47,159,988 49,617,504 Loans (net of allowance for possible loan losses 1995, $1,804,220; December 31, 1994, $1,721,343) 155,501,751 154,847,712 Foreclosed assets held for sale 261,717 167,969 Premises and equipment 4,155,383 4,123,658 Accrued interest receivable and other assets 3,838,648 3,628,671 TOTAL ASSETS $242,036,020 $232,536,688 LIABILITIES: Deposits: Noninterest-bearing $ 15,041,055 $ 14,494,727 Interest-bearing 196,877,094 179,983,170 Total deposits 211,918,149 194,477,897 Borrowed funds 6,204,148 16,030,406 Accrued interest payable 1,780,461 1,691,646 Dividends payable 0 547,163 Other liabilities 1,239,570 886,444 TOTAL LIABILITIES 221,142,328 213,633,556 STOCKHOLDERS' EQUITY: Common Stock $1.00 par value; authorized 5,000,000 shares in 1995; and 2,000,000 in 1994; issued and outstanding 1,347,323 and 1,334,323 shares in 1995 and 1994, respectively 1,347,323 1,334,543 Additional paid-in capital 6,512,129 6,224,579 Retained earnings 12,890,552 11,708,435 TOTAL 20,750,004 19,267,557 Unrealized holding gains (losses) on available-for-sale securities 143,688 (364,425) TOTAL STOCKHOLDERS' EQUITY 20,893,692 18,903,132 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $242,036,020 $232,536,688 The accompanying notes are an integral part of these financial statements. 1 CITIZENS FINANCIAL SERVICES, INC. CONSOLIDATED STATEMENT OF INCOME (UNAUDITED) Three Months Ended Nine Months Ended September 30 September 30 1995 1994 1995 1994 INTEREST INCOME: Interest and fees on loans $3,781,262 $3,362,851 $11,002,363 $ 9,404,226 Interest on interest-bearing deposits with banks 71,114 64 95,654 23,251 Interest and dividends on investments: Taxable 1,050,648 1,029,869 3,076,635 3,016,430 Nontaxable 42,620 63,091 144,800 222,504 Dividends 19,183 18,210 55,704 50,257 Total interest and dividends on investments 1,112,451 1,111,170 3,277,139 3,289,191 TOTAL INTEREST INCOME 4,964,827 4,474,085 14,375,156 12,716,668 INTEREST EXPENSE: Interest on deposits 2,414,280 1,912,231 6,860,731 5,504,419 Interest on borrowed funds 100,557 139,788 403,046 254,534 TOTAL INTEREST EXPENSE 2,514,837 2,052,019 7,263,777 5,758,953 NET INTEREST INCOME 2,449,990 2,422,066 7,111,379 6,957,715 Provision for possible loan losses 37,500 60,000 125,000 195,000 NET INTEREST INCOME AFTER PROVISION FOR POSSIBLE LOAN LOSSES 2,412,490 2,362,066 6,986,379 6,762,715 OTHER OPERATING INCOME: Service charge income 185,397 184,638 533,484 531,652 Trust income 55,206 38,967 180,819 141,255 Other income 49,503 37,712 198,659 163,715 Realized securities gains, net 5,000 0 9,700 63,347 TOTAL OTHER OPERATING INCOME 295,106 261,317 922,662 899,969 OTHER OPERATING EXPENSES: Salaries and employee benefits 811,005 785,132 2,420,131 2,289,381 Occupancy expenses 94,415 88,956 309,633 293,100 Furniture and equipment expenses 145,439 150,526 435,251 444,858 FDIC insurance expense 21,769 108,145 243,467 324,666 Other expenses 508,876 501,352 1,623,048 1,485,188 TOTAL OTHER OPERATING EXPENSES 1,581,504 1,634,111 5,031,530 4,837,193 Income before provision for income taxes 1,126,092 989,272 2,877,511 2,825,491 Provision for income taxes 324,712 303,000 821,265 863,000 NET INCOME $ 801,380 $ 686,272 $ 2,056,246 $ 1,962,491 Earnings per share $0.59 $0.51 $1.53 $1.46 Cash dividend declared $0.00 $0.00 $0.42 $0.40 Weighted average number of shares outstanding 1,347,323 1,347,323 1,347,323 1,347,323 The accompanying notes are an integral part of these financial statements. 2 CITIZENS FINANCIAL SERVICES, INC. CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) Nine months Ended September 30, CASH FLOWS FROM OPERATING ACTIVITIES: 1995 1994 Net income $ 2,056,246 $ 1,962,491 Adjustments to reconcile net income to net cash provided by operating activities: Provision for possible loan losses 125,000 195,000 Provision for depreciation 327,213 330,604 Amortization and accretion of investment securities 175,171 134,752 Deferred income taxes (33,228) (44,751) Realized gains on securities (9,700) (63,347) Realized gains on loans sold (26,164) (12,296) Gain on sales or disposals of premises and equipment 0 (2,132) Gain on sale of foreclosed assets held for sale (46,040) (34,813) (Increase) decrease in accrued interest receivable and other assets (438,505) 240,439 Increase (decrease) in accrued interest payable and other liabilities 441,941 (31,212) Net cash provided by operating activities 2,571,934 2,674,735 CASH FLOWS FROM INVESTING ACTIVITIES: Available-for-sale securities: Proceeds from sales of securities 0 3,063,398 Purchase of securities (6,797,231) (3,002,813) Held-to-maturity securities: Proceeds from maturity and principal repayments of securities 4,493,551 2,899,784 Purchase of securities (2,153,200) (6,478,431) Net increase in loans (961,982) (12,298,022) Capital expenditures (358,938) (357,441) Proceeds from sales of premises and equipment 0 3,564 Proceeds from sale of foreclosed assets held for sale 161,400 44,341 Net cash used by investing activities (5,616,400) (16,125,620) CASH FLOWS FROM FINANCING ACTIVITIES: Net increase in deposits 17,440,252 5,619,602 Proceeds from long-term borrowings 783,594 2,231,294 Repayments of long-term borrowings (102,213) (390,236) Net (decrease) increase in short-term borrowed funds (10,507,639) 6,661,600 Acquisition of Treasury Stock (35,200) 0 Proceeds from the sale of Treasury Stock 35,200 0 Dividends paid (1,120,961) (1,055,903) Net cash provided by financing activities 6,493,033 13,066,357 Net increase (decrease) in cash and cash equivalents 3,448,567 (384,528) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 5,511,300 5,612,269 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 8,959,867 $ 5,227,741 The accompanying notes are an integral part of these financial statements. 3 CITIZENS FINANCIAL SERVICES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 1 - Basis of Presentation The consolidated financial statements include the accounts of Citizens Financial Services, Inc. and its wholly-owned subsidiary, First Citizens National Bank (the "Bank"), (collectively, the "Company"). All material intercompany balances and transactions have been eliminated in consolidation. The accompanying interim financial statements have been prepared by the Company without audit and, in the opinion of management, reflect all adjustments (which include only normal recurring adjustments) necessary to present fairly the Company's financial position as of September 30, 1995, and the results of operations for the interim periods presented. For further information refer to the consolidated financial statements and footnotes thereto incorporated by reference in the Company's Annual Report on Form 10-K for the year ended December 31, 1994. The results of operations for the nine months ended September 30, 1995 and 1994 are not necessarily indicative of the results to be expected for the full year. Note 2 - Earnings per Share Earnings per share calculations give retroactive effect to stock dividends declared by the Company. The number of shares used in the earnings per share and dividends per share calculation was 1,347,323 for 1995 and 1994. Note 3 - Impaired Loans On January 1, 1995, the Company adopted Statement of Financial Accounting Standards No.114 ("SFAS No. 114"), "Accounting for Certain Investments in Debt and Equity Securities." The statement establishes accounting measurement, recognition, and reporting standards for impaired loans. SFAS 114 provides that a loan is impaired when, based on current information and events, it is probable that the creditor will be unable to collect all amounts due according to the contractual terms (both principal and interest). SFAS 114 requires that when a loan is impaired, impairment should be measured based on the present value of the expected cash flows, discounted at the loan's effective interest rate, except that as a practical expedient, a creditor may measure impairment based on a loan's observable market price, or the fair value of the collateral if the loan is collateral dependent. The value of the loan is adjusted through a valuation allowance created though a charge against income. Residential mortgages, consumer installment obligations and credit cards are excluded. Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is management's discussion and analysis of certain significant factors which have affected the Company's financial position and operating results during the periods indicated in the accompanying consolidated financial statements. Financial Condition For the nine month period ended September 30, 1995, the assets of the Company have increased by $9.5 million or 4.1% versus an increase of $14.2 million in 1994. 4 Net loans increased by $.7 million for the current period as compared to the $12 million increase in 1994. Lower loan demand because of the higher interest rates was the primary reason for the stagnant loan growth. Loans sold and serviced in the secondary market (Freddie Mac) increased from $2.9 million to $3.8 million at September 30, 1994 and 1995, respectively, or a $.9 million increase. The Company's loan growth during 1994 stemmed from generally low market interest rates and its commitment to the local communities and servicing their needs. The primary concentration of loans continues to be in residential real estate-consisting of loans to purchase and improve real estate, debt consolidation and home equity lines of credit. Loan demand was weak during the last 6 months of 1994 because of the approximately 300 basis point increase in market interest rates. A slight decline in interest rates during the first nine months of 1995 has had little positive impact on the demand for residential real estate loans. During the remainder of 1995, management expects that loan demand will continue to be slow as interest rates are anticipated to decline only slightly nationwide and in the local market area. The loan portfolio consists of the following (in thousands): September 30, December 31, September 30, 1995 1994 1994 Real estate loans - residential $ 96,846 $ 98,630 $ 98,105 Real estate loans - commercial 25,254 21,915 21,207 Real estate loans - agricultural 6,279 7,125 6,321 Loans to individuals for household, family and other purchases 13,069 11,886 11,434 Commercial and other loans 9,111 10,285 10,042 State and political subdivision loans 7,082 7,303 7,658 157,641 157,144 154,767 Less: unearned income on loans 335 575 693 Loans net of unearned income $157,306 $156,569 $154,074 Total security investments increased $5.1 million compared to an increase of $2.3 million in 1994. During the first nine months of 1995, securities totaling $4.4 million matured. $3.2 million U. S Treasury securities were purchased with 6 year maturities ($2.1 million in the held-to-maturity category and $1.1 million in the available-for-sale category). Additionally, $5.7 million corporate bonds were purchased during the third quarter of 1995 with an average maturity of 2.3 years. Cash and cash equivalents increased $3.5 million in 1995 compared to a decrease of $.4 million in 1994. Deposits increased by $17.4 million or 9% versus a modest increase of $5.6 million in 1994. The creation of some promotional certificates of deposit with attractive rates resulted in the deposit growth for 1995. As discussed in the Management's Discussion and Analysis section of the 1994 annual report and the June 30, 1995 Form 10-Q, during 1994 the rate paid on certificates of deposit increased more rapidly then the rates paid on NOW and savings accounts. This trend, which continued into 1995, increased the growth of certificates of deposit and offset the decrease in NOW and savings accounts. Management expects this interest rate environment to continue for the remainder of 1995 and a continued growth in certificates of deposit. 5 Borrowed funds decreased by a repayment of $9.8 million during 1995 (made possible by the deposit growth discussed above) compared to an increase of $8.5 million in 1994. This decrease was the result of a repayment of the short term borrowing from the Federal Home Loan Bank. The Company's daily cash requirements or short-term investments are now being met by using the financial instruments available through the Federal Home Loan Bank rather than using federal funds market. The modest increase in loan demand as well as a significant increase in deposits for this period resulted in the elimination of short term borrowings. Capital The Company has computed its risk-based capital ratios as follows (dollars in thousands): September 30, December 31, 1995 1994 Tier I - Total stockholders' equity $ 20,894 $ 18,903 Less: Unrealized holding gains (losses) on available-for-sale securities 144 (364) Tier I, net 20,750 19,267 Tier II - Allowance for loan losses(1) 1,706 1,625 Total qualifying capital $ 22,456 $ 20,892 Risk-adjusted on-balance sheet assets $129,181 $123,077 Risk-adjusted off-balance sheet exposure (2) 7,317 6,956 Total risk-adjusted assets $136,498 $130,033 September 30, December 31, Ratios: 1995 1994 Tier I risk-based capital ratio 15.2% 14.8% Federal minimum required 4.0 4.0 Total risk-based capital ratio 16.5% 16.1% Federal minimum required 8.0 8.0 Leverage ratio (3) 8.7% 8.6% Federal minimum required 4.0 4.0 (1) Allowance for loan losses is limited to 1.25% of total risk-adjusted assets. (2) Off-balance sheet exposure is caused primarily by standby letters of credit and loan commitments with a remaining maturity exceeding one year. These obligations have been converted to on-balance sheet credit equivalent amounts and adjusted for risk. (3) Tier I capital divided by average total assets. 6 Management does not anticipate that any of the equipment purchase discussed below will have a material negative impact on stockholder's equity during 1995. Results of Operations Net income for the nine month period ending September 30, 1995 was $2,056,000 an increase of $94,000 over the 1994 related period. Earnings per share was $1.53 during the first nine months of 1995 compared to $1.46 during the 1994 period. Net interest income, the most significant component of earnings, is the amount by which interest generated from earning assets exceeds interest expense on liabilities. Net interest income for the 1995 period, after provision for possible loan losses, was $7,111,000 an increase of $154,000 or 2.2% compared to an increase of $536,000 or 8.3% during the same time period in 1994. Analysis of Average Balances and Interest Rates (1) September 30 September 30, 1995 1994 Average Average Average Average Balance Interest Rate Balance Interest Rate $ $ % $ $ % ASSETS Short-term investments: Interest-bearing deposits in other banks 2,202 96 5.83% 812 23 3.79% Total short-term investments 2,202 96 5.83% 812 23 3.79% Investment securities: Taxable 62,818 3,132 6.67% 60,734 3,069 6.76% Tax-exempt (3) 2,305 219 12.70% 3,069 338 14.72% Total investments 65,123 3,351 6.88% 63,803 3,407 7.14% Loans: Residential mortgage loans 96,903 6,719 9.27% 92,508 6,013 8.69% Commercial and farm loans 38,391 2,829 9.85% 32,102 2,055 8.56% Loans to State & Political Subdivisions 7,192 487 9.05% 6,031 329 7.29% Other loans 14,003 1,093 10.44% 14,514 1,100 10.13% Loans-net of discount (2)(3)(4) 156,489 11,128 9.51% 145,155 9,497 8.75% Total interest-earning assets 223,814 14,575 8.71% 209,770 12,927 8.24% Cash and due for banks 3,029 2,889 Bank premises and equipment 4,119 3,985 Available-for-sale securities adjustment (51) 292 Other assets 6,375 6,407 Total non-interest bearing assets 13,472 13,573 Total assets 237,286 223,343 7 LIABILITIES AND STOCKHOLDERS' EQUITY Interest-bearing liabilities: NOW accounts 24,007 419 2.33% 26,359 438 2.22% Savings accounts 25,898 482 2.49% 27,747 470 2.26% Money Market accounts 22,304 788 4.72% 21,135 503 3.18% Certificates of deposit 118,003 5,173 5.86% 104,321 4,093 5.25% Total interest-bearing deposits 190,212 6,862 4.82% 179,562 5,504 4.10% Other borrowed funds 8,501 402 6.32% 7,283 255 4.68% Total interest-bearing liabilities 198,713 7,264 4.89% 186,845 5,759 4.12% Demand deposits 14,444 14,112 Other liabilities 4,231 3,724 Total non-interest-bearing liabilities 18,675 17,836 Stockholders' equity 19,898 18,662 Total liabilities and stockholders'equity 237,286 223,343 Net interest income 7,311 7,168 Net interest spread (5) 3.82% 4.12% Net interest income as a percentage of average interest-earning assets 4.37% 4.57% Ratio of interest-earning assets to interest-bearing liabilities 1.13 1.12 (1) Averages are based on daily averages. (2) Includes loan origination and commitment fees. (3) Tax exempt interest revenue is shown on a tax equivalent basis for proper comparison using a statutory federal income tax rate of 34%. (4) Income on non-accrual loans is accounted for on a cash basis, and the loan balances are included in interest-earning assets. (5) Interest rate spread represents the difference between the average rate earned on interest-earning assets and the average rate paid on interest- bearing liabilities. The yield on earning assets, on a tax-equivalent basis, was 8.71% and 8.24% in the first nine months of 1995 and 1994, respectively, which resulted in an increase of 47 basis points. The cost of funds was 4.89% and 4.12%, in the nine months of 1995 and 1994, respectively, as the cost of funds increased 77 basis points. During the first nine months of 1995, money market accounts and certificates of deposit were most effected by the upward pressure in interest rates. This trend reflects the significant increase in interest rates that occurred during 1994. The decline in market interest rates since early 1995 has yet to reduce this pressure on interest margin and is reflected in the net interest spread decline of 30 basis points during the current period. As described above, the Company has experienced a narrowing of it's margin during the nine months of 1995 as has a number of financial institutions competing in the same market area. The Company continues to review various pricing strategies to enhance deposit growth without margin compression. 8 Provision for possible loan losses decreased $70,000 to $125,000 in 1995, compared to a provision of $195,000 in the same nine month period of 1994. This decrease was appropriate given management's quarterly review of the allowance for loan and lease losses which is based on the following information; migration analysis of delinquent and non-accrual loans, estimated future losses on loans, recent review of large problem credits, local economic conditions, historical loss experience, OCC qualitative adjustments and peer comparisons. Total other operating income increased by $23,000 compared to the same period in 1994. Trust income was up $40,000, service charge income was up $2,000, and other income was up $35,000 but realized securities gains was down $54,000. Total other operating expense was $5,000,000 in the first nine months of 1995 which reflected an increase of $194,000 or 4% over the 1994 period. Salaries and benefits increased 5.7% or $131,000 for the current nine month period reflecting normal merit increases when compared to the same period in 1994. Occupancy expense increased by $17,000 or 5.6% and furniture and equipment expenses decreased 2.2% or $10,000. Federal Deposit Insurance Corporation(FDIC) insurance expense decreased $81,000 or 25% during the first nine months of 1995. $86,000 of the reduction in FDIC premium occurred during the current three month period as the result of a refund of premiums in the amount of $92,000. Other expenses increased $138,000 or 9.3% in the first nine months of 1995 over the 1994 related period representing an increase in marketing costs and various expenses related to the implementation of check imaging. The Company currently pays a premium to the FDIC for the Savings Association Insurance Fund (SAIF) as a result of the deposits obtained with the acquisition of Star Savings and Loan Association. Congress is currently evaluating proposals to recapitalize SAIF and, although no agreement has been reached between the House and Senate regarding recapitalization of the SAIF fund, it appears that the Company, as well as other financial institutions with SAIF deposits may be required to pay a one-time special assessment that could approximate 85 basis points of SAIF deposits held or ($463,000) during the fourth quarter of 1995 or the first quarter of 1996. The special assessment may adversely effect earnings and liquidity when paid. The provision for income taxes was $821,000 during the first nine months of 1995 compared to $863,000 during the 1994 related period. Income before taxes increased $52,000 in the 1995 period as compared to the same time period in 1994. Liquidity Liquidity is a measure of the Company's ability to efficiently meet normal cash flow requirements of both borrowers and depositors. In order to maintain proper liquidity, the Company uses funds management policies along with its investment policies to assure it can meet its financial obligations to depositors, credit customers and shareholders. Liquidity is needed to meet depositors' withdrawal demands, extend credit to meet borrowers' needs, provide funds for normal operating expenses and cash dividends, as well as fund other capital expenditures. Funds received from increase deposits (primarily certificates of deposit) were used to reduce the short-term borrowings at the Federal Home Loan Bank. The remaining funds were then used to invest in securities there being little increase in loans. Management projected that capital expenditures for 1995 would increase approximately $495,000 for optical check imaging and needed renovations to branches and capital expenditures to keep pace with current technology needs. During the first nine months of 1995 $359,000 was expended nearly the same as the capital acquisitions of $357,000 during 1994. 9 Management is currently renting three properties as a temporary solution to the space limitations it has experienced at the main office. Efforts are continuing to evaluate various long term alternative solutions. Liquidity is achieved primarily by having temporary or short-term investments in the Federal Home Loan Bank of Pittsburgh, PA, federal funds sold and investments which mature in a relatively short time period (maturities under one year). The Company also maintains a credit line of approximately 10% of qualifying assets with the Federal Home Loan Bank as an additional source of liquidity. The objective of interest rate sensitivity management is to maintain an appropriate balance between the stable growth of income and the risks associated with maximizing income through interest sensitivity imbalances. An asset or liability is considered to be interest-sensitive if the rate it yields or bears is subject to change within a predetermined time period. If interest-sensitive assets exceeds interest-sensitive liabilities during a prescribed time period, a positive gap results. Conversely, when interest- sensitive liabilities exceeds interest-sensitive assets during a time period, a negative gap results. A positive gap tends to indicate that earnings will be impacted favorably if interest rates rise during the period and negatively when interest rates fall during the time period. A negative gap tends to indicate that earnings will be effected inversely to interest rate changes. In other words, as interest rates fall, a negative gap should tend to produce a positive effect on earnings and when interest rates rise, a negative gap should tend to affect earnings negatively. The primary components of interest-sensitive assets include adjustable rate loans and investments, loan repayments, investment maturities and money market investments. The primary components of interest-sensitive liabilities include maturing certificates of deposit, IRA certificates of deposit (individuals over 59 1/2 have the option to change), money market deposits, savings deposits, N.O.W. accounts and short-term borrowing. The Company's six to twelve-month asset/liability position at September 30, 1995, was again liability sensitive, with a dollar gap of $12.9 million or .88 (at December 31, 1994 the Company's liability sensitivity was at $(9.6) million or .91). Management was able to move to within its policy range (positive 1.25 to negative .75) by the selection and pricing of assets and liabilities acquired. Gap analysis does not necessarily indicate the precise impact of specific interest rate movements on the Company's net interest income because the repricing of certain assets and liabilities is discretionary and is subject to competitive and other pressures. In addition, assets and liabilities within the same period may, in fact, reprice at different times and at different rate levels. Another method used by the Company to measure the impact of interest rate changes on net interest income is to simulate the potential effects of changing interest rates through computer modeling. The Company is then able to evaluate strategies which would include an acceleration of a deposit rate reduction or rate increase and the related repricing strategies for loans. 10 Credit Quality Risk The following table identifies amounts of loan losses and non-performing loans. Past due loans are those which were contractually past due 90 days or more as to interest or principal payments. September 30, December 31, 1995 1994 1993 1992 1991 (dollars in thousands) Loans in nonaccrual status $ 1,491 $ 1,557 $ 1,566 $ 689 $ 154 Accrual loans - 90 days or more past due 156 267 418 439 977 Total non-performing loans $ 1,647 $ 1,824 $ 1,984 $ 1,128 $ 1,131 Other real estate owned $ 262 $ 168 $ 231 $ 330 $ 188 Loans outstanding at end of period $157,306 $156,569 $141,907 $129,527 $121,743 Non-performing loans as percent of total loans 1.05% 1.16% 1.40% .87% .87% Provision for possible loan losses $ 1,804 $ 1,721 $ 1,516 $ 1,201 $ 906 Net charge-offs $ 43 $ 50 $ 0 $ 119 $ 88 Provision for possible loan losses as percent of loans outstanding 1.15% 1.10% 1.07% .93% .82% Total non-performing assets as a percent of loans, net of unearned income, and foreclosed assets held for sale 1.21% 1.27% 1.56% 1.12% 1.08% Transactions in the allowance for possible loan losses were as follows (in thousands): At September 30, Years Ended December 31, 1995 1994 1993 1992 Balance, beginning of year $1,721 $1,516 $1,201 $ 996 Provision charged to income 125 255 315 324 Recoveries on loans previously charged against the allowance 10 18 71 32 1,856 1,789 1,587 1,352 Loans charged against the allowance (52) (68) (71) (151) Balance, end of year $1,804 $1,721 $1,516 $1,201 The allowance is maintained at a level to absorb potential future loan losses. The allowance is increased by provisions charged to operating expense and reduced by net charge-offs. Management's basis for the level of the allowance and the quarterly provision is its evaluation of the loan portfolio, current and projected economic conditions, the historical loan loss experience, present and prospective financial condition of the borrowers, the level of non- performing assets, and other relevant factors. While management evaluates all of this information quarterly, future adjustments to the allowance may be necessary if economic conditions differ substantially from the assumptions used in making the evaluation. In addition, various regulatory agencies, as an integral part of their examination process, review the Company's allowance for loan losses. Such agencies may require the Company to recognize additions to 11 the allowance based on their evaluation of information available to them at the time of their examination. Based on this process, management believes that the current allowance is adequate to offset any exposure that may exist for under-collateralized or uncollectible loans. The following information concerns impaired loans as described in note 3: Impaired Loans: Nonaccrual Loans $282,480 Restructured Loans 0 $282,480 Impaired loans with specific loss allowances: $282,480 Loss allowances reserved on impaired loans: $ 0 Income recognized on impaired loans during 1995 $ 0 The Company has one loan as of September 30, 1995 that it considers impaired and management believes that the liquidation of the collateral would exceed principal, plus interest and fees, thus no allowance reserve is required. The Company does not accrue interest income on impaired loans and subsequent cash payments received are applied to the outstanding principal balance or recorded as interest income, depending upon management's assessment of it's ultimate ability to collect principal and interest. General Various congressional bills have been passed and other proposals have been made for significant changes to the banking system, including provisions for: recapitalization by the FDIC of the SAIF as discussed previously; limitations on deposit insurance coverage; changing the timing and method financial institutions use to pay for deposit insurance; expanding the power of banks by removing restrictions on bank underwriting activities; tightening the regulation of bank derivatives activities; allowing commercial enterprises to own banks; and permitting bank holding companies to own affiliates that engage in securities, mutual funds and insurance activities. Except as previously discussed in the section on result of operations, management believes that the effect of the provisions of this legislation on liquidity, capital resources, and the results of operations of the company will be immaterial. Aside from those matters described above, management does not believe that there are any trends or uncertainties which would have a material impact on future operating results, liquidity or capital resources nor is it aware of any current recommendations by the regulatory authorities which if they were to be implemented would have such an effect, although the general cost of compliance with numerous and multiple federal and state laws and regulations does have and in the future may have a negative impact on the company's results of operations. 12 PART II - OTHER INFORMATION AND SIGNATURES Item 1 - Legal Proceedings Management is not aware of any litigation that would have a material adverse effect on the consolidated financial position of the Company. Any pending proceedings are ordinary, routine litigation incidental to the business of the Company and its subsidiary. In addition, no material proceedings are pending or are known to be threatened or contemplated against the Company and its subsidiary by government authorities. Item 2 - Changes in Securities - Nothing to report. Item 3 - Defaults Upon Senior Securities - Nothing to report. Item 4 - Submission of Matters to a Vote of Security Holders - Nothing to report. Item 5 - Other Information - Nothing to report. Item 6 - Exhibits and reports on Form 8-K. (a) Exhibits - None. (b) Reports - None. 13 Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the undersigned Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Citizens Financial Services, Inc. (Registrant) November 7, 1995 /s/ Richard E. Wilber _______________________ By: Richard E. Wilber President and Chief Financial Officer (Principal Executive Officer) November 7, 1995 /s/ Thomas C. Lyman _______________________ By: Thomas C. Lyman Treasurer (Principal Financial & Accounting Officer) 14