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, 1997 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from_____________________ to ___________________ Commission file number 0-13222 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 3, 1997 2,746,564 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, 1997 and December 31, 1996 1 Consolidated Statement of Income for the Three months and Nine months Ended September 30, 1997 and 1996 2 Consolidated Statement of Cash Flows for the Nine months Ended September 30, 1997 and 1996 3 Notes to Consolidated Financial Statements 4 Item 2-Management's Discussion and Analysis of Financial Condition and Results of Operations 4-13 Part II OTHER INFORMATION AND SIGNATURES Item 1-Legal Proceedings 14 Item 2-Changes in Securities 14 Item 3-Defaults upon Senior Securities 14 Item 4-Submission of Matters to a Vote of Security Holders 14 Item 5-Other Information 14 Item 6-Exhibits and Reports on Form 8-K 14 Signatures 15 CITIZENS FINANCIAL SERVICES, INC. CONSOLIDATED BALANCE SHEET (UNAUDITED) September 30, December 31, 1997 1996 ASSETS: Cash and due from banks: Noninterest-bearing $ 5,792,531 $ 6,406,872 Interest-bearing 40,342 51,835 Total cash and cash equivalents 5,832,873 6,458,707 Available-for-sale securities 29,572,513 28,736,558 Held-to-maturity securities (estimated market value 1997,$59,933,000; December 31, 1996, $57,587,000) 59,431,822 57,320,754 Loans (net of allowance for possible loan losses 1997, $2,147,272; December 31, 1996, $1,995,028) 186,538,929 180,417,838 Foreclosed assets held for sale 214,065 164,223 Premises and equipment 5,446,129 4,344,977 Accrued interest receivable 2,886,878 2,930,283 Other assets 1,839,958 2,436,276 TOTAL ASSETS $291,763,167 $282,809,616 LIABILITIES: Deposits: Noninterest-bearing $ 19,039,184 $ 17,924,356 Interest-bearing 236,268,172 222,252,664 Total deposits 255,307,356 240,177,020 Borrowed funds 7,569,738 15,816,839 Accrued interest payable 2,076,500 2,292,742 Dividends payable 0 612,103 Other liabilities 1,464,519 1,007,099 TOTAL LIABILITIES 266,418,113 259,905,803 STOCKHOLDERS' EQUITY: Common Stock $1.00 par value; authorized 5,000,000 shares; issued and outstanding 2,746,564 shares and 1,360,228 shares in 1997 and 1996, respectively 2,746,564 1,360,228 Additional paid-in capital 7,180,759 6,828,301 Retained earnings 15,129,811 14,543,833 TOTAL 25,057,134 22,732,362 Unrealized holding gains on available-for-sale securities 287,919 171,451 TOTAL STOCKHOLDERS' EQUITY 25,345,053 22,903,813 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $291,763,166 $282,809,616 The accompanying notes are an integral part of these financial statements. CITIZENS FINANCIAL SERVICES, INC. CONSOLIDATED STATEMENT OF INCOME (UNAUDITED) Three Months Ended Nine months Ended September 30, September 30, 1997 1996 1997 1996 INTEREST INCOME: Interest and fees on loans $4,421,811 $4,039,128 $12,816,020 $11,702,755 Interest on interest-bearing deposits with banks 104,231 881 174,600 146,600 Interest and dividends on investments: Taxable 1,287,853 1,436,657 3,916,910 3,862,198 Nontaxable 12,567 16,246 37,642 53,634 Dividends 20,525 18,940 59,292 54,106 Total interest and dividends on investments 1,320,945 1,471,843 4,013,844 3,969,938 TOTAL INTEREST INCOME 5,846,987 5,511,852 17,004,464 15,819,293 INTEREST EXPENSE: Interest on deposits 2,841,474 2,642,152 8,262,069 7,625,872 Interest on borrowed funds 116,682 173,340 396,176 404,819 TOTAL INTEREST EXPENSE 2,958,156 2,815,492 8,658,245 8,030,691 NET INTEREST INCOME 2,888,831 2,696,360 8,346,219 7,788,602 Provision for possible loan losses 52,500 52,500 157,500 152,500 NET INTEREST INCOME AFTER PROVISION FOR POSSIBLE LOAN LOSSES 2,836,331 2,643,860 8,188,719 7,636,102 OTHER OPERATING INCOME: Service charge income 211,926 226,487 637,779 620,551 Trust income 78,912 55,181 236,712 189,890 Other income 80,210 92,507 196,478 198,313 Realized securities gains, net 0 0 0 19,264 Arbitration settlement 61,232 0 945,240 0 TOTAL OTHER OPERATING INCOME 432,280 374,175 2,016,209 1,028,018 OTHER OPERATING EXPENSES: Salaries and employee benefits 995,750 852,406 3,018,029 2,498,583 Occupancy expenses 128,699 112,560 387,698 341,233 Furniture and equipment expenses 209,040 144,443 507,464 436,254 FDIC insurance expense 13,941 312,601 41,583 372,459 Other expenses 684,684 602,388 1,958,766 1,803,164 TOTAL OTHER OPERATING EXPENSES 2,032,114 2,024,398 5,913,540 5,451,693 Income before provision for income taxes 1,236,497 993,637 4,291,388 3,212,427 Provision for income taxes 359,133 284,252 1,325,559 968,430 NET INCOME $ 877,364 $ 709,385 $ 2,965,829 2,243,997 Earnings per share $0.32 $0.26 $1.08 $0.82 Cash dividend declared $0.00 $0.00 $0.23 $0.22 Weighted average number of shares outstanding 2,746,564 2,746,564 2,746,564 2,746,564 The accompanying notes are an integral part of these financial statements. CITIZENS FINANCIAL SERVICES, INC. CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) Nine months Ended September 30, CASH FLOWS FROM OPERATING ACTIVITIES: 1997 1996 Net income $ 2,965,829 $ 2,243,997 Adjustments to reconcile net income to net cash provided by operating activities: Provision for possible loan losses 157,500 152,500 Provision for depreciation and amortization 403,411 321,720 Amortization and accretion of investment securities 277,576 264,181 Deferred income taxes (15,629) 6,974 Realized gains on securities 0 (19,264) Realized gains on loans sold (10,908) (34,069) Originations of loans held for sale (788,250) (1,203,353) Proceeds from sales of loans held for sale 799,158 1,237,422 Gain on sale of foreclosed assets held for sale (10,197) (50,106) Decrease (increase) in accrued interest receivable and other assets 263,777 (747,086) Increase in accrued interest payable and other liabilities 241,177 627,959 Net cash provided by operating activities 4,283,444 2,800,875 CASH FLOWS FROM INVESTING ACTIVITIES: Available-for-sale securities: Proceeds from sales of securities 0 16,047 Proceeds from maturity of securities 4,200,000 1,000,000 Purchase of securities (4,949,641) (9,681,671) Held-to-maturity securities: Proceeds from maturity and principal repayments of securities 6,810,469 7,039,747 Purchase of securities (9,108,961) (13,395,108) Net increase in loans (6,437,735) (11,529,961) Purchase of loans 0 (3,659,068) Capital expenditures (1,172,986) (662,014) Proceeds from sale of foreclosed assets held for sale 119,500 285,100 Deposit acquisition premium 0 (1,017,714) Net cash used by investing activities (10,539,354) (31,604,642) CASH FLOWS FROM FINANCING ACTIVITIES: Net increase in deposits 15,130,336 12,093,690 Proceeds from long-term borrowings 957,184 143,206 Repayments of long-term borrowings (1,056,402) (49,650) Net (decrease) increase in short-term borrowed funds (8,147,883) 2,206,076 Dividends paid (1,253,159) (1,186,664) Deposits of acquired branches 0 17,129,939 Net (used) cash provided by financing activities 5,630,076 30,336,597 Net increase in cash and cash equivalents (625,834) 1,532,830 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 6,458,707 5,572,661 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 5,832,873 $ 7,105,491 Supplemental Disclosures of Cash Flow Information: Interest paid $ 8,874,487 $ 8,134,883 Income taxes paid $ 1,305,000 $ 1,040,000 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 inter-company 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, 1997, 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, 1996. In February 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard No. 128, "Earnings Per Share". This statement re-defines the standards for computing earnings per share and is effective for financial statements issued for periods ending after December 15, 1997. Statement No. 128 establishes a new standard for computing and presenting EPS and requires dual presentation of "basic" and "diluted" EPS on the face of the income statement for all entities with complex capital structures. Under Statement No.128, basic EPS is to be computed based upon income available to common shareholders and the weighted average number of common shares outstanding for the period. Diluted EPS is to reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company. Statement No. 128 also requires the restatement of all prior-period EPS data presented. Management believes that the adoption of this statement will not have a significant impact on the Company's financial position or results of operations. In July 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard Statement No. 130, "Reporting Comprehensive Income". Statement No. 130 establishes standards for reporting and presentation of comprehensive income and its components (revenues, expenses, gains and losses) in a full set of general-purpose financial statements. It requires that all items that are required to be recognized under accounting standards as components of comprehensive income be reported in a financial statement that is presented with the same prominence as other financial statements. Statement No. 130 requires that companies (1) classify items of other comprehensive income by their nature in a financial statement and (2) display paid-in capital in the equity section of the statement of financial condition. Statement No.130 is effective for fiscal years beginning after December 15, 1997. Reclassification of financial statements for earlier periods provided for comprehensive purposes is required. During the current quarter, the Board of Directors approved a two-for-one stock split. The additional shares resulting from the split were effected in the form of a 100% stock dividend. All references to the number of average common shares and per share amounts have been restated to reflect the stock split. The results of operations for the nine months ended September 30, 1997 and 1996 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 2,746,564 for 1997 and 1996, respectively. 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 nine months ended September 30, 1997 and 1996 are not necessarily indicative of the results to be expected for the full year. In addition to historical information, this quarterly report contains forward-looking statements. The forward-looking statements contained herein are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements. Important factors that might cause such a material difference include, but are not limited to, those discussed in the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations". Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis only as of the date thereof. The Company undertakes no obligation to publicly revise or update these forward-looking statements to reflect events or circumstances that arise after the date hereof. Readers should carefully review the risk factors described in other documents the Company files from time to time with the Securities and Exchange Commission, including the quarterly reports on Form 10-Q and any current reports on Form 8-K filed by the Company. The Bank currently engages in the general business of banking throughout its service area of Potter, Tioga and Bradford counties in North Central Pennsylvania and Allegany, Steuben, Chemung and Tioga counties in Southern New York. The Bank maintains its central office in Mansfield, Pennsylvania and presently operates banking facilities in Mansfield, Blossburg, Ulysses, Genesee, Wellsboro, Troy, Sayre, Canton, Gillett and the Wellsboro Weis Market store as well as automatic teller machines located in Soldiers and Sailors Memorial Hospital in Wellsboro, Mansfield Wal-Mart and at Mansfield University. The Bank's lending and deposit products are offered primarily within the vicinity of its service area. The Company faces strong competition in the communities it serves from other commercial banks, savings banks, savings and loan associations and other non-depository financial institutions, some of which are substantially larger institutions than the Company's subsidiary. In addition, personal and corporate trust services are offered by insurance companies, investment counseling firms, and other business firms and individuals. The Company also competes with credit unions, issuers of money market funds, securities brokerage firms, consumer finance companies, mortgage brokers and insurance companies. These entities are strong competitors for virtually all types of financial services. In recent years, the financial services industry has experienced tremendous change to competitive barriers between bank and non-bank institutions. The Company not only must compete with traditional financial institutions, but also with other business entities that have begun to deliver competing financial services. Competition for banking services is based on price, nature of product, quality of service, and in the case of certain activities, convenience of location. LOANS Historically loans have been originated by the Bank to customers in North Central Pennsylvania and the Southern Tier of New York. Loans have been originated primarily through direct loans to our existing customer base with new customers generated by referrals from real estate brokers, building contractors, attorneys, accountants and existing customers. The Bank also does a limited amount of indirect loans though new and used car dealers in the primary lending area. All lending is governed by a lending policy which is developed and maintained by management and approved by the board of directors. The Bank's lending policy regarding real estate loans is that the maximum mortgage granted on owner occupied residential property is 80% (95% with PMI) of the appraised value or purchase price (whichever is lower) when secured by the first mortgage on the property. Home equity lines of credit or second mortgage loans are originated subject to maximum mortgage liens against the property of 80% of the current appraised value. The maximum term for mortgage loans is 25 years for one-to four- family residential property and 15 years for commercial and vacation property. DEPOSITS The Company tiers interest-bearing transaction and savings accounts by deposit size (larger balances receive higher rates). The Company has been offering a wide variety of deposit instruments, as have its competitors. Limited transaction deposit accounts with interest rates that vary as often as daily, unlimited transaction interest-bearing accounts, Premier 55 Club, Premier 55 Plus Club, Gold Club, individual retirement accounts, longer-term certificates of deposit (generally of five-year maturity), promotional 30-month, 66-month and Roll-Up certificates of deposit (allows the customer to increase the interest rate by a maximum of 100 basis points once during the term were some of the deposit product variations. TRUST SERVICES Traditional trust, investment management and estate settlement services are offered by the Bank. Financial Condition For the nine month period ended September 30, 1997, the assets of the Company increased $8.9 million compared with an increase of $32.9 million for the same period in 1996 ($17.1 million the result of the acquisition of the Canton and Gillett offices of Meridian Bancorp, Inc. on April 19, 1996). Cash and cash equivalents increased $.6 million in 1997 compared with an increase of $1.5 million for the same period in 1996. Surplus funds from deposit growth in 1997 not used to fund loans or repay borrowings were placed in short-term interest bearing investments. Total investment securities increased $2.9 million or 3.4% during the first nine months of 1997 compared with an increase of $14.3 million for the same period in 1996. The 1996 increase reflects proceeds from the branch acquisition. Net loan balances increased by $6.1 million or 3.4% for the first nine months of 1997, as compared to $14.9 million or 9.3% in 1996 ($3.7 million of the increase resulting from branch acquisitions). The normal home building season resulted in loan growth, however, the growth was not as strong as the summer of 1996. During the remainder of 1997, management expects that loan demand to continue but slow as the home building season ( April through October) comes to an end. Management expects 1998 loan growth be somewhat less robust than the historical trend of the last two years (see following table) as we are experiencing a slowing of a generally 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. The loan portfolio consists of the following (in thousands): September 30, December 31, September 30, 1997 1996 1996 Real estate loans - residential $122,354 $112,678 $ 108,403 Real estate loans - commercial 24,741 27,670 25,411 Real estate loans - agricultural 8,947 6,134 6,545 Loans to individuals for household, family and other purchases 13,582 14,465 13,931 Commercial and other loans 9,672 11,529 12,016 State and political subdivision loans 9,506 10,105 10,546 Total 188,802 182,581 176,852 Less: unearned income on loans 116 168 191 Loans, net of unearned income $188,686 $182,413 $176,661 Deposits increased by $15.1 million or 6.3%, because of the three new offices in addition to the competitive pricing of certificates of deposit. The first nine months of 1996 saw an increase of $29.2 million ($17.1 million the result of the two office acquisitions). Borrowed funds decreased by $8.3 million during the first nine months of 1997 compared with an increase of $2.3 million in 1996. This decrease resulted from repayments of short-term borrowings to the Federal Home Loan Bank. The Company's daily cash requirements or short-term investments are met by using the financial instruments available through the Federal Home Loan Bank. The strong increase in deposits coupled with investments maturing enabled a decrease in short-term borrowing during the first nine months of 1997. Capital During this quarter the Board of Directors Approve a 2 for 1 stock split. They also approved paying dividends on a quarterly basis beginning with the dividend payable October 17, 1997 at 12.5 cents per share. The Company has computed its risk-based capital ratios as follows (dollars in thousands): September 30, December 31, 1997 1996 Tier I - Total stockholders' equity $ 25,345 $ 22,904 Less: Unrealized holding gains (losses) on available-for-sale securities 288 172 Goodwill and core deposit intangible 864 945 Tier I, net 24,193 21,787 Tier II - Allowance for loan losses(1) 2,064 1,977 Total qualifying capital $ 26,257 $ 23,764 Risk-adjusted on-balance sheet assets $157,282 $151,978 Risk-adjusted off-balance sheet exposure (2) 7,727 6,129 Total risk-adjusted assets $165,009 $158,107 September 30, December 31, Ratios: 1997 1996 Tier I risk-based capital ratio 14.7% 13.8% Federal minimum required 4.0 4.0 Total risk-based capital ratio 15.9% 15.0% Federal minimum required 8.0 8.0 Leverage ratio (3) 8.3% 7.8% 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 nine month period ending September 30, 1997 was $2,966,000 an increase of $722,000 or 32.2% over the 1996 related period. Earnings per share was $1.08 during 1997 compared with $0.82 during the comparable 1996 period. A large part of the 1996 increase was the result of an arbitration settlement discussed 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 nine month period, after provision for possible loan losses, was $8,189,000, an increase of $553,000 or 7.2% compared with an increase of $650,000 or 9.3% during the same period in 1996. Analysis of Average Balances and Interest Rates (1) (Dollars in thousands) September 30, 1997 September 30, 1996 September 30, 1995 Average Average Average Average Average Average Balance Interest Rate Balance Interest Rate Balance Interest Rate $ $ % $ $ % $ $ % ASSETS Short-term investments: Interest-bearing deposits at banks 4,255 175 5.50 3,704 147 5.30 2,202 96 5.83 Investment securities: Taxable 83,445 3,976 6.37 80,751 3,917 6.48 62,818 3,132 6.67 Tax-exempt(3) 604 58 12.84 854 81 12.67 2,305 219 12.70 Total investment securities 84,049 4,034 6.42 81,605 3,998 6.54 65,123 3,351 6.88 Loans: Residential mortgage loans 118,003 8,149 9.23 101,744 7,055 9.26 96,903 6,719 9.27 Commercial & farm loans 43,669 3,161 9.68 41,553 3,071 9.87 38,391 2,829 9.85 Loans to state & political subdivisions 9,666 614 8.49 9,391 613 8.72 7,192 487 9.05 Other loans 13,855 1,094 10.56 14,337 1,160 10.81 14,003 1,093 10.44 Loans, net of discount (2)(3)(4) 185,193 13,018 9.40 167,025 11,899 9.52 156,489 11,128 9.51 Total interest-earning assets 273,497 17,227 8.42 252,334 16,044 8.49 223,814 14,575 8.71 Cash and due from banks 4,002 3,317 3,029 Bank premises and equipment 4,950 4,260 4,119 FASB 115 adjustment 127 179 (51) Other assets 4,831 6,046 6,375 Total noninterest-bearing assets 13,910 13,802 13,472 Total assets 287,407 266,136 237,286 LIABILITIES AND STOCKHOLDERS' EQUITY Interest-bearing deposits: NOW accounts 32,488 586 2.41 28,735 491 2.28 24,007 419 2.33 Savings accounts 28,040 465 2.22 27,628 460 2.22 25,898 482 2.49 Money market accounts 27,812 941 4.52 27,074 884 4.36 22,304 788 4.72 Certificates of deposit 143,955 6,270 5.82 131,774 5,792 5.87 118,003 5,173 5.86 Total interest-bearing deposits 232,295 8,262 4.76 215,211 7,627 4.73 190,212 6,862 4.82 Other borrowed funds 8,542 396 6.20 8,830 405 6.13 8,501 402 6.32 Total interest-bearing liabilities 240,837 8,658 4.81 224,041 8,032 4.79 198,713 7,264 4.89 Demand deposits 18,887 17,114 14,444 Other liabilities 3,617 3,118 4,231 Total noninterest-bearing liabilities 22,504 20,232 18,675 Stockholders' equity 24,066 21,863 19,898 Total liabilities & stockholders' equity 287,407 266,136 237,286 Net interest income 8,569 8,012 7,311 Net interest spread (5) 3.61% 3.70% 3.82% Net interest income as a percentage of average interest-earning assets 4.19% 4.24% 4.37% Ratio of interest-earning assets to interest-bearing liabilities 1.14 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, was 8.42% and 8.49% during the first nine months of 1997 and 1996, respectively (a decline of 7 basis points). The cost of funds was 4.81% and 4.79% during the same nine month period (an increase of 2 basis points). In comparing the average interest cost of 1997 versus 1996, NOW accounts increased 13 basis points (primarily the result of a new higher rate tiered product targeted to State and Political Accounts), while money market accounts increased by 16 basis points. The interest rate on certificates of deposit decreased by 5 basis points. The Company has continued to experience a slight narrowing of its margin percentage during the nine months of 1997. The Company continues to review various pricing strategies to enhance deposit growth while maintaining or expanding the current interest margin. Analysis of Changes in Net Interest Income of a Tax Equivalent Basis for the nine month period ending September 30 (in thousands): 1997 vs. 1996 (1) 1996 vs. 1995 (1) Change in Change Total Change in Change Total Volume in Rate Change Volume in Rate Change Interest income: Short-term investments: Interest-bearing deposits at banks $ 22 $ 6 $ 28 $ 59 $ (8) $ 51 Investment securities: Taxable 126 (67) 59 867 (82) 785 Tax-exempt (24) 1 (23) (138) 0 (138) Total investments 102 (66) 36 729 (82) 647 Loans: Residential mortgage loans 1,123 (29) 1,094 336 0 336 Commercial and farm loans 151 (61) 90 234 8 242 Loans to state & political subdivisions 12 (11) 1 143 (17) 126 Other loans (38) (28) (66) 26 41 67 Total loans - net of discount (2)(3)(4) 1,248 (129) 1,119 739 32 771 Total interest income 1,372 (189) 1,183 1,527 (58) 1,469 Interest expense: Interest bearing deposits: NOW accounts 67 28 95 81 (9) 72 Savings accounts 7 (2) 5 38 (60) (22) Money market accounts 24 33 57 149 (53) 96 Certificates of deposit 530 (52) 478 605 14 619 Total interest-bearing deposits 628 7 635 873 (108) 765 Other borrowed funds (13) 4 (9) 13 (10) 3 Total interest expense 615 11 626 886 (118) 768 Net interest income $ 757 $ (200) $ 557 $ 641 $ 60 $ 701 (1)The portion of the total change attributable to both volume and rate changes during the year has been allocated to volume and rate components based upon the absolute dollar amount of the change in each component prior to allocation. The above table detailing the change in net interest income shows $1,372,000 resulting from volume increases in investments and loans. The volume of interest expense increased the cost of interest-bearing deposits $615,000. The positive gain in volume of $757,000 offset by the decrease in the net change in rates of $200,000 resulted in a total increase of $557,000. The provision for possible loan losses increased $5,000 to $157,500 in the nine month period of 1997, compared with a provision of $152,500 in the same period of 1996. This increase was appropriate given management's quarterly review of the allowance for loan 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 and national economic conditions, historical loss experience, OCC qualitative adjustments, purchase of loans through acquisitions and peer comparisons. Total other operating income for the current nine month period was $2,016,000 compared with $1,028,000 during the same period in 1996. Trust income increased $47,000, service charge income increased $17,000, and other income decreased $2,000. Net realized securities gains decreased by $19,000, during the current nine month period compared to 1996, as there were no sales during the current period. Total other operating income was also impacted on February 27, 1997 by the Bank's arbitration settlement with a vendor. The settlement was for legal remedies associated with relationships with this vendor. The Bank received $884,000 in cash and $250,000 in credits to be applied to future expenditures, which if unused will expire within two years ($61,000 in credits have been used). The amount received by the Bank is net of fees associated with the arbitration. Total other operating expense was $5,914,000 in the first nine months of 1997 reflecting an increase of $462,000 over the 1996 period. Salaries and benefit's expense increased by $520,000 for the current nine month period reflecting normal merit increases, the addition of employees for the three additional offices and an accrual of $154,000 for profit sharing attributable to the arbitration award. Occupancy expense increased by $47,000 or 13.6% while furniture and equipment expenses increased by $71,000 or 16.3%, both reflecting the addition of three offices and the new data processing equipment and software. Changes in the Bank's FDIC assessment rate, caused by the enactment of the Deposit Insurance Funds Act of 1996, will result in a premium expense decreased $331,000 or 88.8%. This reduction is because the SAIF assessment of $274,000 during the third quarter of 1996 will not reoccur. Other expenses increased $156,000 or 8.6% in the first nine months of 1997 over the comparable 1996 period generally reflect the expenses resulting from the additional three offices and the conversion to a new application processing system. The provision for income taxes was $1,326,000 during the first nine months of 1997 compared with $968,000 during the 1996 related period. Income before taxes increased $1,079,000 in the 1997 period over the same period in 1996. The Company is analyzing the effect of the recently enacted tax law changes. It does not currently expect that the new law will have a material adverse effect on earnings, liquidity or capital. Liquidity Liquidity is a measure of the Company's ability to efficiently meet normal cash flow requirements of both borrowers and depositors. To maintain proper liquidity, the Company uses funds management policies and 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, cash dividends, and fund other capital expenditures. During the first nine months of 1997 there was $1,173,000 of capital expenditures, $511,000 more than the expenditures during the same period in 1996. The major expenditures were $259,000 to purchase, renovate and add parking for the Canton, as well as improvements to the Wellsboro and Sayre offices, $650,000 towards the new application processing system of which $193,000 was for the IBM A/S 400 (financed by a capital lease through IBM) and $115,000 for hardware to implement networking. Management projects that capital expenditures for the remainder of 1997 will be approximately $200,000 for improvements to the Gillett office. Management is currently renting two properties as a temporary solution to the space limitations it has experienced at the main office. The Company plans to build a new operations/administration center that has been in the planning stages for more than six years. Management anticipates that the construction will take place in early 1998 with a total estimated cost of approximately $2 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 from temporary or short-term investments in the Federal Home Loan Bank of Pittsburgh, PA ("FHLB"), and investments that mature in less than one year. The Company also has a maximum borrowing capacity at the FHLB of approximately $85 million as an additional source of liquidity. There are short-term borrowings from the FHLB as of September 30, 1997 or $715,000. Apart from those matters described above, management does not currently believe that there are any current trends, events or uncertainties that would have a material impact on capital. 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. 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 and one-half; have the option of changing), money market deposits, savings deposits, NOW accounts and short-term borrowing. Gap analysis, one of the methods used by the Company to analyze interest rate risk, 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, reprice at different times and at different rate levels. Management has procedures to manage the one year cumulative gap position within the ranges outlined in its Asset/Liability policy guidelines. The Company has not experienced the kind of earnings volatility that might be indicated from gap analysis. The Company uses a computer simulation model to better measure the impact of interest rate changes on net interest income to simulate the potential effects of changing interest rates. Management uses the model as part of its risk management process to effectively identify, measure, and monitor the bank's risk exposure. Credit Quality Risk The following table identifies amounts of loan losses and non-performing loans. Past due loans are those that were contractually past due 90 days or more as to interest or principal payments (dollars in thousands). September 30, December 31, 1997 1996 1995 1994 1993 Non accruing loans $ 1,028 $ 844 $ 762 $ 1,557 $ 1,566 Impaired loans 382 414 697 Accrual loans - 90 days or more past due 18 723 689 267 418 Total non-performing loans 1,428 1,981 2,148 1,824 1,984 Foreclosed assets held for sale 214 164 208 168 231 Total non-performing assets $ 1,642 $ 2,145 $ 2,356 $ 1,992 $ 2,215 Loans outstanding at end of period $188,802 $182,581 $161,886 $157,144 $143,218 Unearned income 116 168 259 575 1,311 Loans, net of unearned income $188,686 $182,413 $161,627 $156,569 $141,907 Non-performing loans as percent of loans, net of unearned income 0.76% 1.09% 1.33% 1.17% 1.40% Total non-performing assets as a percent loans, net of unearned income 0.87% 1.18% 1.46% 1.27% 1.56% Transactions in the allowance for possible loan losses were as follows (in thousands): At September 30, Years Ended December 31, 1997 1996 1995 1994 1993 Balance, beginning of period $1,995 $1,833 $1,721 $1,516 $1,201 Charge-offs (20) (64) (69) (68) (71) Recoveries 14 21 18 18 71 Provision for loan losses 158 205 163 255 315 Balance, end of period $2,147 $1,995 $1,833 $1,721 $1,516 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 establishes the level of the allowance and the quarterly provision based on its evaluation of the loan portfolio, current and projected economic conditions, the historical loan loss experience, present and prospective financial condition of 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 uncollectible loans. Reflected in the above table, the Company has one loan as of September 30, 1997 that it considers impaired. Management believes that the liquidation of the collateral would equal or exceed principal based on the current or last appraisal. Thus, no allowance reserve is required. Management continues to monitor the impaired loans and will liquidate the collateral as soon as legal constraints are satisfied. 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. General Congress is currently considering legislative reforms to modernize the financial services industry, including repealing the Glass Steagall Act which prohibits commercial banks from engaging in the securities industry. Consequently, equity underwriting activities of banks may increase in the near future. However, the Company does not currently anticipate entering into these activities. Recently, Pennsylvania enacted a law to permit State chartered banking institutions to sell insurance. This follows a U. S. Supreme Court decision in favor of nationwide insurance sales by banks and which also bars states from blocking insurance sales by national banks in towns with populations of no more than 5,000. The Company is currently evaluating its options regarding the sale of insurance. The enactment of the Deposit Insurance Funds Act of 1996, besides having an impact on expense as discussed above, also provides regulatory relief to the financial services industry relative to environmental risks, frequency of examinations, and the simplification of forms and disclosures. From time to time, various types of federal and state legislation have been proposed that could result in additional regulation of, and restrictions on, the business of the Company and the Bank. It can not be predicted whether such legislation will be adopted or, if adopted, how such legislation would affect the business of the Company or the Bank. Further, the business of the Company is also effected by the state of the financial services industry in general. As a result of legal and industry changes, Management predicts that the industry will continue to experience an increase in consolidations and mergers as the financial services industry strives for greater cost efficiencies and market share. Management also expects increased diversification of financial products and services offered by the Bank and its competitors. Management believes that such consolidations and mergers, and diversification of products and services may enhance its competitive position as a community bank. Apart from those matters described above, management does not currently believe that there are any current trends, events 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 - 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. 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 10, 1997 /s/ Richard E. Wilber By: Richard E. Wilber President and Chief Executive Officer (Principal Executive Officer) November 10, 1997 /s/ Thomas C. Lyman By: Thomas C. Lyman Treasurer (Principal Financial & Accounting Officer)