Exhibit 99.1 [LOGO] PENNS WOODS BANCORP, INC. March 31, 2003 Quarterly Report Member FDIC PWOD ------ NASDAQ Listed Dear Shareholder: We are pleased to announce solid first quarter financial results for Penns Woods Bancorp, Inc., parent company for the Jersey Shore State Bank. Consolidated net income increased 4.29% over the first quarter of last year. At March 31, 2003, net income was $2,187,000 or $.72 per basic and dilutive share compared to net income at March 31, 2002 of $2,097,000 or $.69 per basic and dilutive share. Net operating income, exclusive of security gains and a non-reoccurring income item last year of $116,000, increased 3.01%. The Company's return on average assets and return on average equity were 1.87% and 13.49%, respectively. Supporting solid earnings has been the consistent growth of Penns Woods Bancorp, Inc.'s assets. Total assets increased 15.27% to $494,202,000 on March 31, 2003 from $428,716,000 March 31, 2002. Net loans also grew $5,221,000 to $248,222,000. Similarly, total deposits increased 11.32% to $340,774,000. Penns Woods Bancorp, Inc. has also increased total shareholder value. On March 28, 2003 Penns Woods Bancorp, Inc. paid a dividend of $.30 per share to shareholders, an 11% increase compared to the same period of 2002. This represents a dividend payout ratio of 42%. Including unrealized gains, total shareholders' equity has grown to $64,840,000, or $21.40 per share versus shareholders' equity this period last year of $56,038,000, or $18.47 per share. Historically low interest rates challenge the banking industry by compressing bank's interest margins. Through effective interest rate management, net interest income increased $349,000 or 8% over the first quarter of last year. The cost of funds were reduced and total interest income maintained while remaining competitive in the market. "Setting the standard for excellence and raising the bar for community banks everywhere through exemplary performance and leadership." This quote from the recently presented BNKElite certificate from the BNK Advisory Group, summarizes the philosophy of our staff. They are consistently trying to out do their prior accomplishments and reach a new level of performance for our customers and shareholders. This dedication to customers and shareholders is the key reason for our success. Looking forward, in May we will celebrate the first anniversary of our State College branch. Since the decision was made to enter the Centre County market we have taken deliberate and steady steps to grow and succeed in a very competitive market. It will be our continued goal to provide the communities of the Centre County area the "Jersey Shore State Bank" level of service. Communication is a top priority and we are always seeking better ways to keep our customers and investors informed. You may now access our press releases, quarterly financial reports, and our annual report by logging on to our website www.jssb.com. We would like to thank our diligent directors, dedicated employees, loyal customers and supporting shareholders for the success of the Company. Very truly yours, /s/Theodore H. Reich /s/ Ronald A. Walko Theodore H. Reich Ronald A. Walko Chairman Emeritus President & Chief Executive Officer MAIN OFFICE LOCK HAVEN BRANCH OFFICE 115 South Main Street, 4 West Main Street P.O. Box 5098 Lock Haven, PA 17745 Jersey Shore, PA 17740 Phone 570-748-7785 Phone 570-398-2213 BRANCH OFFICE MILL HALL BRANCH OFFICE 112 Bridge Street 167 Hogan Boulevard Jersey Shore, PA 17740 Mill Hall, PA 17751 Phone 570-398-4400 Phone 570-748-8680 DUBOISTOWN BRANCH OFFICE SPRING MILLS BRANCH OFFICE 2675 Euclid Avenue Ross Hill Road, P.O. Box 66 Williamsport, PA 17702 Spring Mills, PA 16875 Phone 570-326-3731 Phone 814-422-8836 WILLIAMSPORT BRANCH OFFICE ZION BRANCH OFFICE 300 Market Street 100 Cobblestone Road Williamsport, PA 17701 Bellefonte, PA 16823 Phone 570-322-1111 Phone 814-383-2700 Toll-Free within Pennsylvania 1-888-412-5772 CENTRE HALL BRANCH OFFICE STATE COLLEGE BRANCH OFFICE 2842 Earlystown Road 1665 North Atherton Place Centre Hall, PA 16828 State College, PA 16803 Phone 814-364-1600 Phone 814-272-4788 JERSEY SHORE STATE BANK THE M GROUP, INC. Financial Center D/B/A The Comprehensive Financial 1952 Waddle Road, Suite 106 Group* State College, PA 16803 705 Washington Boulevard Phone 814-235-1710 Williamsport, PA 17701 Phone 570-322-4627 MONTGOMERY BRANCH OFFICE INTERNET BANKING 9094 Rt. 405 Highway Web Site Montgomery, PA 17752 www.jssb.com Phone 570-547-6642 TELEPHONE BANKING Phone 570-320-2029 or 1-877-520-2265 - ------------- * Securities offered through Locust Street Securities, Inc. (LSSI) - Member NASD, SIPC & MSRB - LSSI is not an affiliated company. MANAGEMENT AND BOARD OF DIRECTORS (Penns Woods Bancorp, Inc. and Jersey Shore State Bank) OFFICERS Ronald A. Walko President and Chief Executive Officer of Penns Woods Bancorp, Inc. & Jersey Shore State Bank Hubert A. Valencik Senior Vice President of Penns Woods Bancorp, Inc., Senior Vice President & Operations Officer of Jersey Shore State Bank William H. Rockey Senior Vice President of Penns Woods Bancorp, Inc. & Jersey Shore State Bank Sonya E. Scott Secretary of Penns Woods Bancorp, Inc., Vice President & Chief Financial Officer of Jersey Shore State Bank Ann M. Riles Vice President & Senior Loan Officer Paul R. Mamolen Chief Operating Officer of the Comprehensive Financial Group & Vice President of Jersey Shore State Bank Robert J. Glunk Vice President of Branch Administration & Business Development Stephen M. Tasselli Vice President G. David Gundy Vice President William P. Young, Jr. EDP Systems Officer Leon T. Koskie Vice President & Branch Manager Gerald J. Seman Vice President & Mortgage Officer Leslie K. Benshoff Cashier and Bookkeeping Manager Marilyn R. Neyhart Assistant Vice President, Assistant Secretary & Loan Operations Officer Larry G. Garverick Assistant Vice President & Loan Officer C. Jacqueline Gottshall Assistant Cashier & Branch Manager John R. Frey Assistant Vice President & Compliance Officer Theodore J. Szuhaj Collections Manager William V. Mauck Assistant Vice President Michael A. Musto Assistant Vice President Beverly S. Rupert Assistant Vice President & Branch Manager JoAnn M. DiPasquale Personnel Officer Craig A. Russell Assistant Vice President & Branch Manager David R. Palski Assistant Vice President & Branch Manager Tammy L. Dole Assistant Vice President & Assistant Branch Manager Mary L. Baier Assistant Branch Manager & I.R.A. Coordinator Christopher J. Dunlap Assistant in Collections Judith A. Smith Assistant Secretary Margery K. Remick Assistant Secretary Doris M. Fogleman Assistant Bookkeeping Manager Mary E. Falls Assistant Branch Manager Cynthia A. Flanagan Assistant Branch Manager Lori A. Strimple Marketing Manager Margaret J. Shaffer Relationship Manager Bonnie H. Ripka Assistant Branch Manager Peter J. Nastase, II Assistant Branch Manager Diana M. Blazina Assistant Branch Manager Kristen S. Bangson Assistant Branch Manager Janine E. Hilborn Assistant Controller REGISTERED REPRESENTATIVES FOR THE COMPREHENSIVE FINANCIAL GROUP (See branch listing for complete disclosure)* Debra R. Murray-Martin, CMFC Lock Haven Branch Sonya L. Snyder-Barclay Williamsport Branch DIRECTORS Phillip H. Bower Owner, Central Equipment Company Lynn S. Bowes Farmer Michael J. Casale, Jr. Attorney, Casale & Bonner, P.C. H. Thomas Davis, Jr. Senior Vice President, Franklin Insurance Company James M. Furey, II President and Owner Eastern Wood Products Company Jay H. McCormick President & Owner, J.H.M. Enterprises, Inc. R. Edward Nestlerode, Jr. Vice President of Nestlerode Contracting, Co. Inc. James E. Plummer Retired, Former President of Lock Haven Savings Bank, Secretary, Jersey Shore State Bank William H. Rockey Senior Vice President of Penns Woods Bancorp, Inc., Senior Vice President of Jersey Shore State Bank Ronald A. Walko President and Chief Executive Officer of Penns Woods Bancorp, Inc., President and Chief Executive Officer of Jersey Shore State Bank WILLIAMSPORT AREA ADVISORY DIRECTORS Robert H. Kauffeld Architect James T. Wolyniec President, Wolyniec Construction, Inc. HONORARY DIRECTORS Theodore H. Reich, Chairman Emeritus Raymond D. Eck Joseph G. Gehret, Sr. Howard M. Thompson Allan W. Lugg William S. Frazier FINANCIAL HIGHLIGHTS Three Months Ended March 31, 2003 2002 -------------------- <s> <c> <c> Per-Share Data Net income - basic $ 0.72 $ 0.69 Net income -diluted 0.72 0.69 Cash dividends 0.30 0.27 Shareholders' equity 21.40 18.47 Balances at March 31 (in thousands), Total Assets $494,202,000 $428,716,000 Net loans 248,222,000 243,001,000 Deposits 340,774,000 306,113,000 Shareholders' Equity 64,840,000 56,038,000 Profitability Ratios Return on average assets 1.87% 2.01% Return on average shareholders' equity 13.49% 14.91% Common Stock Price Performance Price Range Per Share High Low Dividend <s> <c> <c> <c> 2003 First Quarter 45.40 36.15 0.30 2002 First Quarter 35.00 32.33 0.27 Second Quarter 36.37 33.00 0.27 Third Quarter 35.70 32.20 0.27 Fourth Quarter 36.85 33.00 0.55 THIS INTERIM FINANCIAL INFORMATION IS SUBJECT TO YEAR-END AUDIT ADJUSTMENT MARKET MAKERS Merrill Lynch 1 West Third Street Williamsport, PA 17701 Telephone: 570-327-6651 800-937-0769 Janney Montgomery Scott Sovereign Bank Plaza 33 West 3rd Street, Suite 201 Williamsport, PA 17701 Telephone 800-652-6639 Ryan, Beck & Co. 220 South Orange Avenue Livingston, NJ 07039-5817 Telephone: 800-223-8969 Ferris Baker Watts, Inc. 6 Bird Cage Walk Hollidaysburg, PA 16648 Telephone: 800-343-5149 Monroe Securities, Inc. 47 State Street Rochester, NY 14614 Telephone: 800-766-5560 Legg Mason Wood Walker, Inc. 1735 Market Street, 10th Floor Mellon Bank Center Philadelphia, PA 19103 Telephone: 800-888-6673 Penns Woods Bancorp, Inc.'s common stock is listed on the NASDAQ National Market and is traded under the symbol PWOD CONSOLIDATED BALANCE SHEET (Unaudited) ============================= MARCH 31, 2003 2002 (IN THOUSANDS) ============================= <s> <c> <c> ASSETS: Cash and due from banks $ 17,898 $ 15,687 Investment securities available for sale 199,173 141,082 Investment securities held to maturity 1,176 1,280 Loans held for sale. . 2,072 2,504 Loans, net of unearned discount of 251,240 245,959 Allowance for loan and lease losses (3,018) (2,958) ---------- ---------- LOANS, NET 248,222 243,001 ---------- ---------- Bank premises and equipment, net 4,731 4,377 Accrued interest receivable 2,351 2,455 Bank-owned life insurance 8,607 8,227 Goodwill 3,032 3,032 Other assets 6,940 7,071 ---------- ---------- TOTAL ASSETS $ 494,202 $ 428,716 ========== ========== LIABILITIES: Interest-bearing deposits $ 280,780 $ 254,927 Noninterest-bearing deposits 59,994 51,186 ---------- ---------- TOTAL DEPOSITS 340,774 306,113 Short-term borrowings 13,417 20,804 Other borrowings 70,878 41,778 Accrued interest payable 983 1,063 Other liabilities 3,310 2,920 ---------- ---------- TOTAL LIABILITIES $ 429,362 $ 372,678 ---------- ---------- SHAREHOLDERS' EQUITY: Common stock par value $10.00, 10,000,000 shares authorized; 3,137,832 and 3,131,644 shares issued at March 31, 2003 and 2002, respectively 31,378 31,316 Additional paid-in capital 18,314 18,230 Retained earnings 13,028 8,265 Accumulated other comprehensive gain 5,617 1,434 Treasury stock at cost, 107,703 shares in 2003 and 98,054 in 2002 (3,497) (3,207) ---------- ---------- TOTAL SHAREHOLDERS' EQUITY 64,840 56,038 ---------- ---------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 494,202 $ 428,716 ========== ========== THIS INTERIM STATEMENT IS SUBJECT TO YEAR-END AUDIT ADJUSTMENT CONSOLIDATED STATEMENT OF INCOME (Unaudited) ============================= MARCH 31, 2003 2002 (IN THOUSANDS) ============================= <s> <c> <c> INTEREST INCOME: Interest and fees on loans $ 4,995 $ 5,270 Interest and dividends on investments: Taxable interest 1,127 874 Non-taxable interest 863 785 Dividends 107 147 ---------- ---------- TOTAL INTEREST INCOME 7,092 7,076 ---------- ---------- INTEREST EXPENSE: Interest on deposits 1,633 2,037 Interest on short-term borrowings 72 117 Interest on other borrowings 681 565 ---------- ---------- TOTAL INTEREST EXPENSE 2,386 2,719 ---------- ---------- NET INTEREST INCOME 4,706 4,357 PROVISION FOR LOAN LOSSES 90 105 ---------- ---------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 4,616 4,252 ---------- ---------- OTHER INCOME: Service charges 465 390 Securities gains (losses),net 101 (119) Earnings on bank-owned life insurance 104 100 Insurance commissions 358 572 Other operating income 255 239 ---------- ---------- TOTAL OTHER INCOME, NET 1,283 1,182 ---------- ---------- OTHER EXPENSES: Salaries and employee benefits 1,635 1,628 Occupancy expense, net 233 195 Furniture and equipment expense 317 207 Other operating expenses 954 822 ---------- ---------- TOTAL OTHER EXPENSES 3,139 2,852 ---------- ---------- INCOME BEFORE INCOME TAX PROVISION 2,760 2,582 APPLICABLE INCOME TAX PROVISION 573 485 ---------- ---------- NET INCOME $ 2,187 $ 2,097 ========== ========== Earnings per share - basic $ 0.72 $ 0.69 ========== ========== Earnings per share - diluted $ 0.72 $ 0.69 ========== ========== Basic weighted average shares outstanding 3,030,357 3,037,934 THIS INTERIM STATEMENT IS SUBJECT TO YEAR-END AUDIT ADJUSTMENT