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 June 30, 1996 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 August 1, 1996, 1,360,228 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 June 30, 1996 and December 31, 1995 1 Consolidated Statement of Income for the Three Months and Six Months Ended June 30, 1996 and 1995 2 Consolidated Statement of Cash Flows for the Six Months Ended June 30, 1996 and 1995 3 Notes to Consolidated Financial Statements 4 Item 2-Management's Discussion and Analysis of Financial Condition and Results of Operations 4-12 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) June 30, December 31, 1996 1995 ASSETS: Cash and due from banks: Noninterest-bearing $ 5,936,403 $ 5,535,712 Interest-bearing 37,681 36,949 Total cash and cash equivalents 5,974,084 5,572,661 Available-for-sale securities 30,611,957 21,444,353 Held-to-maturity securities (estimated market value 1996,$60,745,000; December 31, 1995, $53,589,000) 61,848,332 52,271,151 Loans (net of allowance for possible loan losses 1996, $1,911,726; December 31, 1995, $1,833,115) 170,508,604 159,793,794 Foreclosed assets held for sale 228,413 207,959 Premises and equipment 4,167,051 4,175,459 Accrued interest receivable and other assets 5,712,226 3,629,072 TOTAL ASSETS $279,050,667 $247,094,449 LIABILITIES: Deposits: Noninterest-bearing $ 17,572,973 $ 15,140,360 Interest-bearing 223,582,967 198,175,933 Total deposits 241,155,940 213,316,293 Borrowed funds 11,887,369 8,855,044 Accrued interest payable 1,584,127 2,106,036 Dividends payable 607,315 579,349 Other liabilities 1,894,866 940,461 TOTAL LIABILITIES 257,129,617 225,797,183 STOCKHOLDERS' EQUITY: Common Stock $1.00 par value; authorized 5,000,000 shares; issued and outstanding 1,360,228 and 1,347,323 shares in 1996 and 1995, respectively 1,360,228 1,347,323 Additional paid-in capital 6,828,302 6,512,129 Retained earnings 13,687,222 13,089,281 TOTAL 21,875,752 20,948,733 Unrealized holding gains on available-for-sale securities 45,298 348,533 TOTAL STOCKHOLDERS' EQUITY 21,921,050 21,297,266 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $279,050,667 $247,094,449 The accompanying notes are an integral part of these financial statements. CITIZENS FINANCIAL SERVICES, INC. CONSOLIDATED STATEMENT OF INCOME (UNAUDITED) Three Months Ended Six Months Ended June 30, June 30, 1996 1995 1996 1995 INTEREST INCOME: Interest and fees on loans $3,872,352 $3,662,519 $ 7,663,626 $ 7,215,279 Interest on interest-bearing deposits with banks 108,904 24,045 145,720 24,539 Interest and dividends on investments: Taxable 1,285,528 1,020,337 2,425,541 2,025,988 Nontaxable 17,945 49,756 37,388 102,180 Dividends 17,861 19,355 35,166 36,521 Total interest and dividends on investments 1,321,334 1,089,448 2,498,095 2,164,689 TOTAL INTEREST INCOME 5,302,590 4,776,012 10,307,441 9,404,507 INTEREST EXPENSE: Interest on deposits 2,569,282 2,337,035 4,983,720 4,446,451 Interest on borrowed funds 117,800 98,753 231,478 302,490 TOTAL INTEREST EXPENSE 2,687,082 2,435,788 5,215,198 4,748,941 NET INTEREST INCOME 2,615,508 2,340,224 5,092,243 4,655,566 Provision for possible loan losses 52,500 37,500 100,000 87,500 NET INTEREST INCOME AFTER PROVISION FOR POSSIBLE LOAN LOSSES 2,563,008 2,302,724 4,992,243 4,568,066 OTHER OPERATING INCOME: Service charge income 214,262 184,748 394,063 348,087 Trust income 66,441 49,071 134,709 125,613 Other income 52,311 100,136 105,806 147,357 Realized securities gains, net 0 0 19,264 4,700 TOTAL OTHER OPERATING INCOME 333,014 333,955 653,842 625,757 OTHER OPERATING EXPENSES: Salaries and employee benefits 839,389 801,136 1,646,176 1,609,126 Occupancy expenses 114,719 106,968 228,673 215,218 Furniture and equipment expenses 155,601 150,064 291,810 289,812 FDIC insurance expense 29,929 110,849 59,859 221,698 Other expenses 614,715 564,455 1,201,054 1,106,549 TOTAL OTHER OPERATING EXPENSES 1,754,353 1,733,472 3,427,572 3,442,403 Income before provision for income taxes 1,141,669 903,207 2,218,513 1,751,420 Provision for income taxes 332,388 256,554 684,178 496,554 NET INCOME $ 809,281 $ 646,653 $ 1,534,335 1,254,866 Earnings per share $0.59 $0.48 $1.13 $0.92 Cash dividend declared $0.44 $0.42 $0.44 $0.42 Weighted average number of shares outstanding 1,360,228 1,360,228 1,360,228 1,360,228 The accompanying notes are an integral part of these financial statements. CITIZENS FINANCIAL SERVICES, INC. CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) Six months Ended June 30, CASH FLOWS FROM OPERATING ACTIVITIES: 1996 1995 Net income $ 1,534,335 $ 1,254,866 Adjustments to reconcile net income to net cash provided by operating activities: Provision for possible loan losses 100,000 87,500 Provision for depreciation and amortization 203,942 224,456 Amortization and accretion of investment securities 166,912 113,622 Deferred income taxes 12,556 (19,461) Realized gains on securities (19,264) (4,700) Realized gains on loans sold (6,204) (13,377) Gain on sale of foreclosed assets held for sale (10,315) (45,306) (Increase) in accrued interest receivable and other assets (939,912) (390,195) Increase (decrease) in accrued interest payable and other liabilities 432,495 (126,817) Net cash provided by operating activities 1,474,545 1,080,588 CASH FLOWS FROM INVESTING ACTIVITIES: Available-for-sale securities: Proceeds from sales of securities 16,047 0 Purchase of securities (9,681,671) (1,074,688) Held-to-maturity securities: Proceeds from maturity and principal repayments of securities 3,708,853 2,467,973 Purchase of securities (13,395,108) (2,153,200) Net increase in loans (7,226,277) (114,557) Purchase of loans (3,659,068) 0 Capital expenditures (177,406) (308,320) Proceeds from sale of foreclosed assets held for sale 66,600 152,400 Deposit acquisition premium (1,017,714) 0 Net cash used by investing activities (31,365,744) (1,030,392) CASH FLOWS FROM FINANCING ACTIVITIES: Net increase in deposits 10,709,707 11,200,211 Proceeds from long-term borrowings 101,232 739,098 Repayments of long-term borrowings (47,913) (75,369) Net increase (decrease) in short-term borrowed funds 2,979,006 (10,630,641) Dividends paid (579,349) (547,163) Deposits of acquired branches 17,129,939 0 Net cash provided by financing activities 30,292,622 686,136 Net increase in cash and cash equivalents 401,423 736,332 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 5,572,661 5,511,300 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 5,974,084 $ 6,247,632 Supplemental Disclosures of Cash Flow Information: Interest paid $ 5,737,107 $ 5,090,228 Income taxes paid $ 710,000 $ 535,000 The accompanying notes are an integral part of these financial statements. 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 June 30, 1996, and the results of operations for the interim periods presented. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Actual results could differ significantly from those estimates. 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, 1995. The results of operations for the three months and six months ended June 30, 1996 and 1995 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 1,360,228 for 1996 and 1995. The number of shares used for prior periods reflect the one percent stock dividend declared on May 21, 1996. 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 that have affected the Company's financial position and operating results during the periods indicated in the accompanying consolidated financial statements. The results of operations for the three months and six months ended June 30, 1996 and 1995 are not necessarily indicative of the results to be expected for the full year. Financial Condition For the six month period ended June 30, 1996, the assets of the Company have increased by $32 million or 12.9% compared with an increase of $2.4 million for the same period in 1995. This growth was primarily the result of the acquisition of the Canton and Gillett offices of Meridian Bancorp, Inc. on April 19, 1996 of $17.1 million. Cash and cash equivalents increased $.4 million in 1996 compared with an increase of $.7 million for the same period in 1995. Total investment securities increased $18.7 million or 25.4% in 1996 compared with an increase of $1.5 million for the same period in 1995. The primary reason for the increase was the assumptions of the deposits of the above-mentioned branches that resulted in a payment of cash that was then invested in investment securities. During the first six months of 1996, securities totaling $3.7 million matured. During the same period $18.3 million U. S Treasury securities were purchased with maturities of five years ($10.2 million classified as held-to-maturity and $8.1 million as available-for-sale). Additionally, $4.8 million in investment grade corporate bonds were purchased. Net loan balances increased a strong $10.7 million or 6.7% for the current period as compared with a slight decrease of $.2 million for the first six months of 1995. Increased loan demand during 1996 was the primary reason for the increase. The acquisition of the Canton and Gillett branches accounted for the $3.7 million of the loan growth. During the remainder of 1996, management expects that loan demand will continue as the result of the attractive interest rates that the Bank is currently promoting combined with a healthy local economy. The major concentrations of loans continue to be in residential real estate-consisting of loans to purchase and improve real estate, debt consolidation and home equity lines of credit. Because of the local loan demand, the Bank also expects to be successful in lending to local state and political subdivisions during the remainder of 1996. The loan portfolio consists of the following (in thousands): June 30, December 31, June 30, 1996 1995 1995 Real estate loans - residential $103,833 $ 97,612 $ 97,076 Real estate loans - commercial 25,576 24,167 23,490 Real estate loans - agricultural 7,121 8,027 6,529 Loans to individuals for household, family and other purchases 13,673 13,198 12,409 Commercial and other loans 11,531 10,535 10,533 State and political subdivision loans 10,914 8,347 6,840 Total 172,648 161,886 156,877 Less: unearned income on loans 227 259 419 Loans, net of unearned income $172,421 $161,627 $156,458 Deposit growth continues to be strong increasing by $27.8 million or 13% as the result of the acquisition of the two branches ($17.1 million) and the competitive pricing of certificates of deposit. The first six months of 1995 saw an increase of $11.2 million. Borrowed funds increased by $3.1 million during the first six months of 1996 compared with a decrease of $10 million in 1995. This increase was the result of additional 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 strong increase in loan demand and additional security investments during the first six months of 1996 required an increase in short-term borrowing. Capital The Company has computed its risk-based capital ratios as follows (dollars in thousands): June 30, December 31, 1996 1995 Tier I - Total stockholders' equity $ 21,921 $ 21,297 Less: Unrealized holding gains (losses) on available-for-sale securities 45 349 Goodwill and core deposit intangible 1,000 0 Tier I, net 20,876 20,948 Tier II - Allowance for loan losses(1) 1,882 1,719 Total qualifying capital $ 22,758 $ 22,667 Risk-adjusted on-balance sheet assets $142,972 $131,247 Risk-adjusted off-balance sheet exposure (2) 7,601 6,242 Total risk-adjusted assets $150,573 $137,489 June 30, December 31, Ratios: 1996 1995 Tier I risk-based capital ratio 13.9% 15.2% Federal minimum required 4.0 4.0 Total risk-based capital ratio 15.1% 16.5% Federal minimum required 8.0 8.0 Leverage ratio (3) 7.9% 8.7% 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. See the discussion of liquidity below for details regarding future expansion plans and the impact on capital. Results of Operations Net income for the three month period ending June 30, 1996 was $809,000 an increase of $163,000 or 25.2% over the 1995 related period. Earnings per share was $.59 during the second quarter of 1996 compared with $.48 during the comparable 1995 period. Net income for the current six months of 1996 was $1,534,000 compared with $1,255,000 in 1995, an increase of $280,000 or 22.3% discussed in more detail below. 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 current six month 1996 period, after provision for possible loan losses was $4,992,000, an increase of $424,000 or 9.3% compared with an increase of $162,000 or 3.7% during the same period in 1995. Analysis of Average Balances and Interest Rates (1) June 30, 1996 June 30, 1995 June 30, 1994 Average Average Average Average Average Average Balance Interest Rate Balance Interest Rate Balance Interest Rate $ $ % $ $ % $ $ % ASSETS Short-term investments: Interest-bearing deposits at banks 5,556 146 5.28 811 25 6.22 1,209 23 3.80 Investment securities: Taxable 76,067 2,461 6.51 61,935 2,063 6.72 61,209 2,019 6.65 Tax-exempt(3) 895 56 12.60 2,433 155 12.85 3,133 241 15.51 Total investment securities 76,962 2,517 6.58 64,368 2,218 6.95 64,342 2,260 7.08 Loans: Residential mortgage loans 99,183 4,563 9.25 97,092 4,438 9.22 91,056 3,898 8.63 Commercial & farm loans 41,123 2,022 9.89 38,256 1,863 9.82 31,214 1,292 8.35 Loans to state & political subdivisions 8,700 382 8.83 7,242 307 8.55 5,468 186 6.86 Other loans 14,161 818 11.62 13,980 697 10.05 14,809 714 9.72 Loans, net of discount (2)(3)(4) 163,167 7,785 9.59 156,570 7,305 9.41 142,547 6,090 8.62 Total interest-earning assets 245,685 10,448 8.55 221,749 9,548 8.68 208,098 8,373 8.11 Cash and due from banks 5,264 4,769 4,011 Bank premises and equipment 4,173 4,083 3,959 FASB 115 adjustment 275 (186) (72) Other assets 7,676 3,295 3,185 Total noninterest-bearing assets 17,388 11,961 11,083 Total assets 263,073 233,710 219,181 LIABILITIES AND STOCKHOLDERS' EQUITY Interest-bearing deposits: NOW accounts 26,849 295 2.21 23,772 286 2.43 26,760 286 2.16 Savings accounts 27,206 301 2.22 25,988 330 2.56 27,615 303 2.21 Money market accounts 26,111 566 4.36 21,660 510 4.75 20,882 311 3.00 Certificates of deposit 130,159 3,823 5.91 115,844 3,321 5.78 103,364 2,692 5.25 Total interest-bearing deposits 210,325 4,985 4.77 187,264 4,447 4.79 178,621 3,592 4.06 Other borrowed funds 7,461 231 6.23 9,722 302 6.26 5,489 115 4.22 Total interest-bearing liabilities 217,786 5,216 4.82 196,986 4,749 4.86 184,110 3,707 4.06 Demand deposits 16,500 14,189 13,874 Other liabilities 7,178 3,025 2,830 Total noninterest-bearing liabilities 23,678 17,214 16,704 Stockholders' equity 21,609 19,510 18,367 Total liabilities & stockholders' equity 263,073 233,710 219,181 Net interest income 5,232 4,799 4,666 Net interest spread (5) 3.74% 3.82% 4.05% Net interest income as a percentage of average interest-earning assets 4.28% 4.36% 4.52% Ratio of interest-earning assets to interest-bearing liabilities 1.13 1.13 1.13 (1) Averages are based on daily balances. (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. As described in the table above the yield on earning assets, on a tax-equivalent basis, declined from 8.68% to 8.55% (13 basis points) in the first six months of 1996 and 1995, respectively. The cost of funds was 4.82% and 4.86% during the six months ended 1996 and 1995, respectively (a decrease of 4 basis points). In comparing the average interest cost of 1996 versus 1995, NOW accounts decreased 22 basis points, savings accounts decreased by 34 basis points and interest rate on money market accounts decreased by 39 basis points. The interest rate on certificates of deposit, however, increased by 13 basis points and continued to be most affected by the upward pressure in interest rates. As described above, the Company has continued to experience a slight narrowing of its margin percentage during the six months of 1996. The Company continues to review various pricing strategies to enhance deposit growth while maintaining or expanding the current interest margin. 1996 vs. 1995 1995 vs. 1994 Change in Change Change in Total Change in Change Change in Total Volume in Rate Rate & Change Volume in Rate Rate & Change Volumes Volumes Interest income: Short-term investments: Interest-bearing deposits at banks $ 148 $ (4) $ (22) $ 122 $ (8) $ 14 $ (5) $ 1 Investment securities: Taxable 475 (62) (15) 398 24 20 0 44 Tax-exempt (99) (2) 2 (99) (54) (41) 10 (85) Total investments 376 (64) (13) 299 (30) (21) 10 (41) Loans: Residential mortgage loans 96 28 0 124 261 262 18 540 Commercial and farm loans 141 17 1 159 294 225 52 571 Loans to state & political subdivisions 62 11 2 75 61 45 15 121 Other loans 9 111 1 121 (41) 25 (2) (18) Total loans - net of discount (2)(3)(4) 308 167 4 479 575 557 83 1,215 Total interest income 832 99 (31) 900 537 550 88 1,175 Interest expense: Interest bearing deposits: NOW accounts 37 (25) (3) 9 (32) 36 (4) 0 Savings accounts 16 (43) (2) (29) (18) 48 (3) 27 Money market accounts 106 (41) (8) 57 12 181 7 200 Certificates of deposit 414 79 9 502 328 268 33 629 Total interest-bearing deposits 573 (30) (4) 539 290 533 33 856 Other borrowed funds (71) (1) 0 (72) 89 54 43 186 Total interest expense 502 (31) (4) 467 379 587 76 1,042 Net interest income $ 330 $ 130 $ (27) $ 433 $ 158 $ (37) $ 12 $ 133 The above table detailing the change in net interest income clearly shows the impact ($475,000) resulting from volume increases in taxable investment securities (proceeds from the assumptions of Canton and Gillett deposits and normal deposit growth) being more than offset by the increase in total interest- bearing deposits ($573,000). The net positive gain in volume of $330,000 combined with a net positive increase due to rate of $130,000 resulted in a very substantial increase of $433,000. Provision for possible loan losses increased $12,500 to $100,000 in 1996, compared with a provision of $87,500 in the same six month period of 1995. This increase was appropriate given management's quarterly review of the allowance for loan losses that 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, purchase of loans through acquisitions (as occurred in the second quarter of 1996) and peer comparisons. Total other operating income increased $28,000 compared with the same period in 1995. Trust income was up $9,000, service charge income was up $46,000, and other income was down $42,000 (1995 reflected gains of $45,000 on the sale of other real estate owned). Realized securities gain of $15,000 resulting primarily from the sale of some Federal Home Loan Mortgage Corporation stock. Total other operating expense was $3,428,000 in the first six months of 1996 reflecting a decrease of $15,000 over the 1995 period. Salaries and benefit's expense increased by $37,000 for the current six month period reflecting normal merit increases offset by a reduction of full time equivalent employees(FTE) during the first 4 months of 1996. FTEs were reduced because of the operational efficiencies created from electronic check imaging, however, the acquisition of the two new branches increased the FTEs by six to 116. Occupancy expense increased by $13,500 or 6.3% and furniture and equipment expenses increased by $2,000. FDIC expense declined $162,000 or 73%, as the Bank Insurance Fund ("BIF") reached its statutorily mandated reserve limit and deposit premiums being reduced to a minimum of $2,000 per year while the Savings Association Fund ("SAIF") deposit balances continues to pay a premium of $.23 per hundred. The Company currently pays a premium to the SAIF because of the deposits obtained with the acquisition of Star Savings and Loan Association in 1991. Congress is currently considering a variety of proposals to remedy the large disparity of insurance premiums paid by savings and loan associations for deposit insurance under the SAIF in comparison to the BIF. In order to recapitalize SAIF and remedy the disparity of premiums for deposit insurance, the following has been proposed: the payment of a one-time special assessment, a merger of SAIF and the BIF, and sharing of FICO cost (the cost representing the bonds which were floated in connection with the bailout) pro-rata among all FDIC-insured institutions and credit unions. Management in unable to assess the exact cost associated with any of these proposals, but one or more of these proposals could result in an increase of FDIC premiums in the future and/or the payment of some type of assessment. Other expenses increased $95,000 or 8.5% in the first six months of 1996 over the 1995 related period representing an increase in marketing costs, other professional fees, printing expenses (an impact of new branch acquisitions) offset by reductions in postage from the implementation of check imaging. The provision for income taxes was $684,000 during the first six months of 1996 compared with $497,000 during the 1995 related period. Income before taxes increased $467,000 in the 1996 period over the same period in 1995. Liquidity Liquidity is a measure of the Company's ability efficiently to meet normal cash flow requirements of both borrowers and depositors. 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, and fund other capital expenditures. During the first six months of 1996 $177,000 was expended ($40,000 for the branch acquisition), $131,000 less than the capital acquisitions during the same period in 1995. Management projected that capital expenditure for the remainder of 1996 will be approximately $724,000. $50,000 is anticipated for repairs, new equipment and improvements to branches. The newly acquired Canton office that is currently being leased, will be purchased for $194,000 in the third quarter of 1996 completing the acquisition. Additionally, approximately $230,000 for leasehold improvements and equipment to the supermarket branch currently under construction and $250,000 for the acquisition of the building and lot discussed below will be funded during 1996. Management is currently renting two properties as a temporary solution to the space limitations it has experienced at the main office. On July 17, 1996, the Bank purchased a building and lot adjoining the Mansfield branch location. The Company plans to use this area for the new operations/administration center and has been in the early planning stages for more than six years. Management anticipates that the construction will take place in 1997 or early 1998 with a total estimated cost of approximately $1.75 million. Management believes that it has sufficient resources to complete these projects from its normal operations and that they will have a long term positive effect on revenues, efficiency and the capacity for future growth. Liquidity is achieved primarily by temporary or short-term investments in the Federal Home Loan Bank of Pittsburgh, PA, and investments that mature in a short time (maturities less than one year). The Company also has a maximum borrowing capacity at the Federal Home Loan Bank of approximately $85 million (currently using $6.6 million in use)as an additional source of liquidity. Asset / Liability Management 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 interest-sensitive if the rate it yields or bears is subject to change within a predetermined time. When interest-sensitive assets exceed interest-sensitive liabilities during a prescribed time, a positive gap is the result. Conversely, when interest-sensitive liabilities exceed interest- sensitive assets during a time, a negative gap is the result. A positive gap suggests that earnings will be affected favorably if interest rates rise during the period and negatively when interest rates fall a while. A negative gap suggests that earnings will be effected inversely to interest rate changes. In other words, as interest rates fall, a negative gap should produce a positive effect on earnings and when interest rates rise, a negative gap should 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 of changing), money market deposits, savings deposits, NOW accounts and short-term borrowing. The Company's six to twelve-month asset/liability position at June 30, 1996, was again liability sensitive, with a negative dollar gap of $22.6 million or .82 (at December 31, 1995 the Company's liability sensitivity was a negative $9.8 million or .91). The $12.8 million change was primarily the result of the branch acquisition of interest-bearing transactions accounts and new investments being purchased in the three to five year maturity range. 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 show 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, reprise at different times and at different rate levels. Another method used with increasing frequency and confidence 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. Management intends to use the model as part of its risk management process that will effectively identify, measure, and monitor the bank's risk exposure. Credit Quality Risk The following table identifies amounts of loan losses and nonperforming loans. Past due loans are those that were contractually past due 90 days or more as to interest or principal payments (dollars in thousands). June 30, December 31, 1996 1995 1994 1993 1992 Non accruing loans $ 621 $ 763 $ 1,557 $ 1,566 $ 689 Impaired loans 696 696 Accrual loans - 90 days or more past due 192 689 267 418 439 Total nonperforming loans $ 1,509 $ 2,148 $ 1,824 $ 1,984 $ 1,128 Other real estate owned $ 228 $ 208 $ 168 $ 231 $ 330 Loans outstanding at end of period $172,648 $161,886 $157,144 $143,218 $132,033 Unearned income 227 259 575 1,311 2,506 Loans, net of unearned income $172,421 $161,627 $156,569 $141,907 $129,527 Nonperforming loans as percent of loans, net of unearned income .88% 1.33% 1.17% 1.40% .87% Total nonperforming assets as a percent loans of net unearned income 1.01% 1.46% 1.27% 1.56% 1.13% Transactions in the allowance for possible loan losses were as follows (in thousands): At June 30, Years Ended December 31, 1996 1995 1994 1993 1992 Balance, beginning of period $1,833 $1,721 $1,516 $1,201 $ 996 Charge-offs (35) (69) (68) (71) (151) Recoveries 14 18 18 71 32 Provision for loan losses 100 163 255 315 324 Balance, end of period $1,912 $1,833 $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 establishes the level of the allowance and the quarterly provision is its basis for 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 nonperforming 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 the allowance based on their evaluation of information available to them at the time of their examination. Based on this process, management currently believes that the allowance is adequate to offset any exposure that may exist for under collateralized or uncollectable loans. The Company has two loans as of June 30, 1996 that it considers impaired. Management believes that the liquidation of the collateral would exceed principal. Thus, no allowance reserve is required. Management continues to monitor the impaired loans and will liquidate the collateral when legal constraints are past. The Company does not accrue interest income on impaired loans. Subsequent cash payments received are applied to the outstanding principal balance or recorded as interest income, depending upon management's assessment of its ultimate ability to collect principal and interest. Branch Expansion On April 20, 1996, the Bank purchased two branch offices of Meridian Bancorp Inc. (Canton and Gillett) comprising approximately $17.1 million of deposit liabilities; $3.7 million of loans. In consideration for the assumption of the deposit liabilities the Bank paid a premium of approximately $1 million. Loans were priced at fair value plus accrued but unpaid interest. Management believes that after a modest negative impact on earnings for 1996, a positive impact on future earning is expected from the acquisition. Supermarket Banking On April 11, 1996, the Bank entered a license agreement with Weis Markets, Inc. for exclusive rights to operate a branch bank within the new supermarket being constructed in Wellsboro, PA. Management has contracted with a consulting firm to provide support in the construction and development of the branch and expects that it will be in operation by the fall of 1996. General In May of 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 122, "Accounting for Mortgage Servicing Rights," an amendment of SFAS No. 65. This Statement, which is required to be adopted during the first quarter of 1996, allows enterprises engaging in mortgage banking activities to recognize as separate assets rights to service mortgage loans for loans originated for sale by the enterprise. As the Company does not significantly engage in the sale of mortgage loans, the impact of this Statement has not had a material impact on the Company's results of operations or financial position. 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 or the bank to own or control affiliates that engage in securities, mutual funds and insurance activities. Apart from those matters described above, management does not currently believe that there are any trends or uncertainties that 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 that if they were to be carried out 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. Except as previously discussed in the section on the result of operations, management believes that the effect of the provisions of future legislation on liquidity, capital resources, and the results of operations of the company will not be material. 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 - None Item 5 - Other Information - Nothing to report. Item 6 - Exhibits and reports on Form 8-K. (a) Exhibits - None. (b) Reports - None. 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) August 12, 1996 /s/ Richard E. Wilber _______________________ By: Richard E. Wilber President and Chief Financial Officer (Principal Executive Officer) August 12, 1996 /s/ Thomas C. Lyman _______________________ By: Thomas C. Lyman Treasurer (Principal Financial & Accounting Officer)