Edgar Filing: CITIZENS FINANCIAL SERVICES INC

2003 annual report to shareholders

 
 cover page
 
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A N N U A L   R E P O R T 

1 FINANCIAL HIGHLIGHTS 

3 MESSAGE TO SHAREHOLDERS 

5 CONSOLIDATED BALANCE SHEET 

6 CONSOLIDATED STATEMENT OF INCOME 

7 CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY 

8 CONSOLIDATED STATEMENT OF CASH FLOWS 

9 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

33 REPORT OF INDEPENDENT AUDITORS 

34 SELECTED FINANCIAL DATA 

36 MANAGEMENT’S DISCUSSION AND ANALYSIS 

56 DIRECTORS, OFFICERS AND COMMUNITY OFFICES 


inside cover

CONSOLIDATED FINANCIAL HIGHLIGHTS 

(dollars in thousands, except per share data) 

2003 

2002 

BALANCE SHEET 

Assets 

$

463,878 

$

432,658 

Deposits 

385,691 

373,051 

Net Loans 

314,037 

294,836 

Investments 

106,587 

100,725 

Stockholders' Equity 

38,529 

38,406 

STATEMENT OF INCOME 

Interest Income 

25,615 

27,377 

Interest Expense 

8,826 

10,404 

Net Interest Income 

16,789 

16,973 

Net Income 

4,879 

5,595 

PER SHARE DATA 

Net Income 

1.72 

1.96 

Cash Dividends 

0.74 

0.68 

TRUST DEPARTMENT 

Trust Assets Managed 

70,384 

65,171


CITIZENS FINANCIAL SERVICES, INC.	2	2003 ANNUAL REPORT

MESSAGE TO SHAREHOLDERS 

  
To Our Shareholders, Customers and Friends, 
 
The year 2003 was one in which significant changes occurred at Citizens Financial Services, Inc. After serving 22 years as President, Richard E. Wilber announced his retirement. He presided over years of growth and prosperity, and the excellent condition of the Company is testament to his leadership. As Interim President I am pleased to report that the Company is continuing to prosper, this in great part due to the able staff Dick had in place at the time of his retirement. 
 
A change in leadership can often lead to other changes, such as the loss of key management team members or even something more significant such as a change in ownership. In our case, however, neither occurred. The Board of Directors immediately decided that Citizens Financial Services, Inc. will remain independent. To date, key individuals remain on-board and committed to the success of the Company. We believe our reputation as a quality financial services provider in the three counties we serve will provide a solid foundation for continued growth. The search for the next President is well underway. Needless to say, the process is moving forward carefully and deliberately to ensure we select an individual who is well suited to effectively lead a growing, rural community bank. The shareholders and public will be notified soon after the appointment is made.

These are interesting and unusual economic times. The long period of low interest rates is having considerable impact on the performance of the First Citizens National Bank (the "Bank"), the wholly owned subsidiary of Citizens Financial Services, Inc. In such an environment, the lower rates paid on deposit accounts result in reduced interest expense to the Bank. For the same reason, loan demand increases, especially home mortgages. In fact, in 2003, the Bank originated a record number of loans making us again the number one mortgage lender in the Northern Tier. However, lower interest rates also fuel refinancing which leads to less than expected interest income. These issues challenge banks to effectively manage their net interest income margin in order to continue to experience positive growth in net interest income. I am pleased to report that we succeeded in this challenge by maintaining a net interest margin above peers for the second consecutive year. The low interest rate environment inevitably challenges the Bank’s management of its investment portfolio. During 2003 we continued to experience significant cash flow from our mortgage backed securities monthly principal repayments, the proceeds of which were used to support our continued loan growth. Thus it is not surprising the income from the portfolio was less than in 2002.


CITIZENS FINANCIAL SERVICES, INC.	3	2003 ANNUAL REPORT

MESSAGE TO SHAREHOLDERS 

Despite the challenges, the Company continued to make good progress. Assets grew to $463.9 million or 7.2% and deposits to $385.7 million or 3.4%. We 

experienced 6.5% loan growth or $19.2 million. In addition, $22 million in mortgages were originated and sold, compared to $11.9 million in 2002, thereby reducing the Bank’s future exposure to the effects of increasing interest rates. Earnings per share were $1.72 compared with $1.96 in 2002. However, it should be noted for comparison purposes that without the non-recurring charge for Dick Wilber’s retirement package, the earnings would have been $1.91. The average value of Citizens Financial stock was $24.00 a share, an increase of 13% over 2002 and 71% over the past two years. Cash dividends of $.74 were paid in 2003 compared to $.68 in 2002. 

The Bank’s non-interest expense and efficiency ratio are still higher than that of our peers. The Bank continues to identify areas that can be addressed in order to achieve an efficiency ratio more in line with the peer group. 

We also recognize the growing need for the effective delivery of Financial Planning and Wealth Management services. We have made significant strides in further developing the relationships of existing customers through the sale of other financial services. We must however, recognize greater efficiencies in this area. A plan to produce higher returns through increased sales and restructuring of costs is near completion. 

As I stated earlier, the Board of Directors has made it clear that Citizens Financial Services, Inc. will remain independent and that modest growth is not an option. Therefore, we shall continue to identify opportunities to increase assets that may include the establishment or acquisition of new branches. To ensure sufficient capital is available for such activities, the Board decided in December 2003 to participate in a Trust Preferred transaction. Using Trust Preferred Pooled securities, the Company borrowed $7.5 million at favorable rates and re-invested the proceeds to cover the cost of the borrowing until such time as when the funds may be needed for potential acquisition activities. The year 2004 promises to be an exciting year for Citizens Financial Services, Inc., its shareholders, customers and employees. 

In these days of mega bank mergers, we believe that a bank such as ours plays a vital role in contributing to the success of the communities and customers we serve. Citizens Financial Services, Inc. continues to invest both time and money in various organizations that make our towns and villages flourish. We are committed to continuing this support. 

It is my pleasure to present this report to you, our shareholders, friends, and employees and thank the Directors for the privilege of serving as Interim President. 

Sincerely,

John M. Thomas

Interim President


CITIZENS FINANCIAL SERVICES, INC.	4	2003 ANNUAL REPORT

CONSOLIDATED BALANCE SHEET 

 
December 31, 

(in thousands) 

2003 

2002 

ASSETS: 

Cash and due from banks: 

Noninterest-bearing 

$

9,624 

$

11,173 

Interest-bearing 

327 

421 

Total cash and cash equivalents 

9,951 

11,594 

Available-for-sale securities 

106,587 

100,725 

Loans (net of allowance for loan losses 

2003, $3,620; 2002, $3,621) 

314,037 

294,836 

Premises and equipment 

10,645 

11,245 

Accrued interest receivable 

1,703 

1,976 

Goodwill 

6,905 

6,905 

Core deposit intangible 

978 

1,413 

Bank owned life insurance 

7,142 

- 

Other assets 

5,930 

3,964 

TOTAL ASSETS 

$

463,878 

$

432,658 

LIABILITIES: 

Deposits: 

Noninterest-bearing 

$

46,820 

$

40,143 

Interest-bearing 

338,871 

332,908 

Total deposits 

385,691 

373,051 

Borrowed funds 

27,796 

17,027 

Notes payable 

7,500 

- 

Accrued interest payable 

1,888 

2,077 

Other liabilities 

2,474 

2,097 

TOTAL LIABILITIES 

425,349 

394,252 

STOCKHOLDERS' EQUITY: 

Common Stock 

$1.00 par value; authorized 10,000,000 shares; 

issued 2,909,849 and 2,882,070 

shares in 2003 and 2002, respectively 

2,910 

2,882 

Additional paid-in capital 

10,213 

9,473 

Retained earnings 

26,455 

24,447 

TOTAL 

39,578 

36,802 

Accumulated other comprehensive income 

956 

2,553 

Less: Treasury stock, at cost 

96,962 and 55,162 shares for 2003 and 2002, respectively 

(2,005 

) 

(949 

) 

TOTAL STOCKHOLDERS' EQUITY 

38,529 

38,406 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 

$

463,878 

$

432,658 

See accompanying notes to consolidated financial statements.


CITIZENS FINANCIAL SERVICES, INC.	5	2003 ANNUAL REPORT

CONSOLIDATED STATEMENT OF INCOME 

 
Year Ended December 31, 

(in thousands, except per share data) 

2003 

2002 

2001 

INTEREST INCOME: 

Interest and fees on loans 

$

21,593 

$

21,600 

$

22,163 

Interest-bearing deposits with banks 

29 

65 

547 

Investment securities: 

Taxable 

3,222 

4,711 

4,969 

Nontaxable 

457 

634 

853 

Dividends 

314 

367 

493 

TOTAL INTEREST INCOME 

25,615 

27,377 

29,025 

INTEREST EXPENSE: 

Deposits 

8,501 

10,012 

13,839 

Borrowed funds 

325 

392 

467 

TOTAL INTEREST EXPENSE 

8,826 

10,404 

14,306 

NET INTEREST INCOME 

16,789 

16,973 

14,719 

Provision for loan losses 

435 

435 

445 

NET INTEREST INCOME AFTER PROVISION FOR 

LOAN LOSSES 

16,354 

16,538 

14,274 

NON-INTEREST INCOME: 

Service charges 

3,018 

3,130 

2,527 

Trust 

622 

562 

578 

Gains on loans sold 

349 

185 

31 

Realized securities gains, net 

553 

254 

657 

Other 

770 

915 

496 

TOTAL NON-INTEREST INCOME 

5,312 

5,046 

4,289 

NON-INTEREST EXPENSES: 

Salaries and employee benefits 

8,304 

7,120 

6,597 

Occupancy 

1,025 

998 

992 

Furniture and equipment 

713 

881 

966 

Professional fees 

694 

667 

494 

Amortization of intangibles 

435 

457 

1,015 

Other 

4,330 

4,103 

3,977 

TOTAL NON-INTEREST EXPENSES 

15,501 

14,226 

14,041 

Income before provision for income taxes 

6,165 

7,358 

4,522 

Provision for income taxes 

1,286 

1,763 

765 

NET INCOME 

$

4,879 

$

5,595 

$

3,757 

NET INCOME - EARNINGS PER SHARE 

$

1.72 

$

1.96 

$

1.32 

CASH DIVIDENDS PER SHARE 

$

0.74 

$

0.68 

$

0.64 

See accompanying notes to consolidated financial statements.


CITIZENS FINANCIAL SERVICES, INC.	6	2003 ANNUAL REPORT

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY 

 
Accumulated 

Additional 

Other 

Common Stock 

Paid-in 

Retained 

Comprehensive 

Treasury 

(in thousands, except share data) 

Shares 

Amount 

Capital 

Earnings 

Income(Loss) 

Stock 

Total 

Balance, December 31, 2000 

2,827,409 

$ 2,827 

$ 8,670 

$ 19,657 

$ 344 

$ (949) 

$ 30,549 

Comprehensive income: 

Net income 

3,757 

3,757 

Change in net unrealized gain on securities 

available-for-sale, net of taxes of $448 

869 

869 

Total comprehensive income 

4,626 

Stock dividend 

27,173 

28 

347 

(375) 

Cash dividends, $.64 per share 

(1,786) 

(1,786) 

Balance, December 31, 2001 

2,854,582 

2,855 

9,017 

21,253 

1,213 

(949) 

33,389 

Comprehensive income: 

Net income 

5,595 

5,595 

Change in net unrealized gain on securities 

available-for-sale, net of taxes of $690 

1,340 

1,340 

Total comprehensive income 

6,935 

Stock dividend 

27,488 

27 

456 

(483) 

Cash dividends, $.68 per share 

(1,918) 

(1,918) 

Balance, December 31, 2002 

2,882,070 

2,882 

9,473 

24,447 

2,553 

(949) 

38,406 

Comprehensive income: 

Net income 

4,879 

4,879 

Change in net unrealized loss on securities 

available-for-sale, net of tax benefit of $823 

(1,597) 

(1,597) 

Total comprehensive income 

3,282 

Stock dividend 

27,779 

28 

740 

(768) 

Purchase of treasury stock (41,800 shares) 

(1,056) 

(1,056) 

Cash dividends, $.74 per share 

(2,103) 

(2,103) 

Balance, December 31, 2003 

2,909,849 

$ 2,910 

$ 10,213 

$ 26,455 

$ 956 

$ (2,005) 

$ 38,529

 
2003 

2002 

2001 

Components of comprehensive income (loss): 

Change in net unrealized gain (loss) on investment 

securities available-for-sale 

$ 

(1,232 

) 

$

1,508 

$

1,303 

Realized gains included in net income, net 

of taxes of $188, $86 and $223 

(365 

) 

(168 

) 

(434 

) 

Total 

$ 

(1,597 

) 

$

1,340 

$

869 

See accompanying notes to consolidated financial statements.


CITIZENS FINANCIAL SERVICES, INC.	7	2003 ANNUAL REPORT

CONSOLIDATED STATEMENT OF CASH FLOWS 

 
Year Ended December 31, 

(in thousands) 

2003 

2002 

2001 

Cash Flows from Operating Activities: 

Net income 

$

4,879 

$

5,595 

$

3,757 

Adjustments to reconcile net income to net 

cash provided by operating activities: 

Provision for loan losses 

435 

435 

445 

Depreciation and amortization 

1,358 

1,447 

1,968 

Amortization and accretion on investment securities 

1,129 

690 

199 

Deferred income taxes 

(141 

) 

116 

(279 

) 

Realized gains on securities 

(553 

) 

(254 

) 

(657 

) 

Increase in cash value of bank owned life insurance 

(142 

) 

- 

- 

Realized gains on loans sold 

(349 

) 

(185 

) 

(31 

) 

Originations of loans held for sale 

(22,435 

) 

(11,857 

) 

(3,839 

) 

Proceeds from sales of loans held for sale 

23,749 

13,119 

2,103 

Loss (gain) on sales or disposals of premises and equipment 

- 

(30 

) 

36 

Decrease in accrued interest receivable 

273 

10 

332 

Increase in other assets and intangibles 

(216 

) 

(429 

) 

(615 

) 

Decrease in accrued interest payable 

(189 

) 

(208 

) 

(335 

) 

Increase (decrease) in other liabilities 

831 

(8 

) 

478 

Net cash provided by operating activities 

8,629 

8,441 

3,562 

Cash Flows from Investing Activities: 

Available-for-sale securities: 

Proceeds from sale of securities 

12,108 

13,927 

35,529 

Proceeds from maturity of securities 

49,343 

34,090 

13,841 

Purchase of securities 

(71,320 

) 

(32,899 

) 

(63,216 

) 

Net increase in loans 

(20,819 

) 

(28,045 

) 

(7,218 

) 

Purchase of bank owned life insurance 

(7,000 

) 

- 

- 

Acquisition of premises and equipment 

(490 

) 

(473 

) 

(2,086 

) 

Proceeds from sale of premises and equipment 

- 

275 

16 

Proceeds from sale of foreclosed assets held for sale 

155 

422 

425 

Net cash used in investing activities 

(38,023 

) 

(12,703 

) 

(22,709 

) 

Cash Flows from Financing Activities: 

Net increase in deposits 

12,641 

2,577 

2,688 

Proceeds from long-term borrowings 

10,702 

1,268 

1,993 

Repayments of long-term borrowings 

(2,569 

) 

(949 

) 

(1,720 

) 

Net increase in short-term borrowed funds 

2,636 

3,398 

1,834 

Proceeds from notes payable 

7,500 

- 

- 

Dividends paid 

(2,103 

) 

(1,918 

) 

(1,786 

) 

Acquisition of treasury stock 

(1,056 

) 

- 

- 

Net cash provided by financing activities 

27,751 

4,376 

3,009 

Net increase (decrease) in cash and cash equivalents 

(1,643 

) 

114 

(16,138 

) 

Cash and Cash Equivalents at Beginning of Year 

11,594 

11,480 

27,618 

Cash and Cash Equivalents at End of Year 

$

9,951 

$

11,594 

$

11,480 

Supplemental Disclosures of Cash Flow Information: 

Interest paid 

$

9,015 

$

10,612 

$

14,641 

Income taxes paid 

$

1,265 

$

1,755 

$

915 

Noncash activities: 

Real estate acquired in settlement of loans 

$

218 

$

162 

$

284 

See accompanying notes to consolidated financial statements.


CITIZENS FINACIAL SERVICES, INC.	8	2003 ANNUAL REPORT

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 

BUSINESS AND ORGANIZATION 

Citizens Financial Services, Inc. (individually and collectively, the "Company"), is headquartered in Mansfield, Pennsylvania, and provides a full range of banking and related services through its wholly owned subsidiary, First Citizens National Bank (the "Bank"). The Bank is a national banking association and operates fifteen full-service banking offices in Potter, Tioga and Bradford counties. The Bank also provides trust services, including the administration of trusts and estates, retirement plans, and other employee benefit plans, along with a comprehensive menu of investment services. The Bank serves individual and corporate customers and is subject to competition from other financial institutions and intermediaries with respect to these services. The Company is supervised by the Board of Governors of the Federal Reserve System, while the Bank is subject to regulation and supervision by the Office of the Comptroller of the Currency. 

A summary of significant accounting and reporting policies applied in the presentation of the accompanying financial statements follows: 

BASIS OF PRESENTATION 

The financial statements are consolidated to include the accounts of the Company and its subsidiary, First Citizens National Bank, and its subsidiary, First Citizens Insurance Agency, Inc. These statements have been prepared in accordance with accounting principles generally accepted in the United States of America. All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements. 

In preparing the financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities as of the balance sheet date and revenues and expenses for the period. Actual results could differ significantly from those estimates. 

OPERATING SEGMENTS 

Statement of Financial Accounting Standards (FAS) No. 131 requires disclosures about an enterprise’s operating segments in financial reports issued to shareholders. The Statement defines an operating segment as a component of an enterprise that engages in business activities that generates revenue and incurs expense, and the operating results of which are reviewed by the chief operating decision maker in the determination of resource allocation and performance. While the Company’s chief decision makers monitor the revenue streams of the various Company’s products and services, operations are managed and financial performance is evaluated on a Company-wide basis. Accordingly, the Company’s business activities are currently confined to one segment which is community banking. 

INVESTMENT SECURITIES 

Investment securities at the time of purchase are classified as one of the three following types: 

Held-to-Maturity Securities - includes securities that the Company has the positive intent and ability to hold to maturity. These securities are reported at amortized cost. The Company had no held-to-maturity securities as of December 31, 2003 and 2002. 

Trading Securities - includes debt and equity securities bought and held principally for the purpose of selling them in the near term. Such securities are reported at fair value with unrealized holding gains and losses included in earnings. The Company had no trading securities as of December 31, 2003 and 2002. 

Available-for-Sale Securities - includes debt and equity securities not classified as held-to-maturity or trading securities. Such securities are reported at fair value, with unrealized holding gains and losses excluded from earnings and reported as a separate component of stockholders’ equity, net of estimated income tax effect. 

The amortized cost of investment in debt securities is adjusted for amortization of premiums and accretion of discounts, computed by a method that results in a level yield. Gains and losses on the sale of investment securities are computed on the basis of specific identification of the adjusted cost of each security. 


CITIZENS FINANCIAL SERVICES, INC.	9	2003 ANNUAL REPORT

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 

Common stock of the Federal Reserve Bank and Federal Home Loan Bank represents ownership in institutions which are wholly owned by other financial institutions. These equity securities are accounted for at cost and are classified as other assets. 

The fair value of investments, except certain state and municipal securities, is estimated based on bid prices published in financial newspapers or bid quotations received from securities dealers. The fair value of certain state and municipal securities is not readily available through market sources other than dealer quotations, so fair value estimates are based on quoted market prices of similar instruments, adjusted for differences between the quoted instruments and the instruments being valued. 

LOANS 

Interest on all loans is recognized on the accrual basis based upon the principal amount outstanding. The accrual of interest income on loans is discontinued when, in the opinion of management, there exists doubt as to the ability to collect such interest. Payments received on nonaccrual loans are applied to the outstanding principal balance or recorded as interest income, depending upon our assessment of our ultimate ability to collect principal and interest. Loans are returned to the accrual status when factors indicating doubtful collectibility cease to exist. 

The Company recognizes nonrefundable loan origination fees and certain direct loan origination costs over the life of the related loan as an adjustment of loan yield using the interest method. 

ALLOWANCE FOR LOAN LOSSES 

The allowance for loan losses represents the amount which management estimates is adequate to provide for probable losses inherent in its loan portfolio. The allowance method is used in providing for loan losses. Accordingly, all loan losses are charged to the allowance and all recoveries are credited to it. The allowance for loan losses is established through a provision for loan losses which is charged to operations. The provision is based upon management’s periodic evaluation of individual loans, the overall risk characteristics of the various portfolio segments, past experience with losses, the impact of economic conditions on borrowers, and other relevant factors. The estimates used in determining the adequacy of the allowance for loan losses are particularly susceptible to significant change in the near term. 

Impaired loans are commercial and commercial real estate loans for which it is probable that the Company will not be able to collect all amounts due according to the contractual terms of the loan agreement. The Company individually evaluates such loans for impairment and does not aggregate loans by major risk classifications. The definition of "impaired loans" is not the same as the definition of "nonaccrual loans," although the two categories overlap. The Company may choose to place a loan on nonaccrual status due to payment delinquency or uncertain collectibility, while not classifying the loan as impaired if the loan is not a commercial or commercial real estate loan. Factors considered by management in determining impairment include payment status and collateral value. The amount of impairment for these types of impaired loans is determined by the difference between the present value of the expected cash flows related to the loan, using the original interest rate, and its recorded value; or, as a practical expedient in the case of collateralized loans, the difference between the fair value of the collateral and the recorded amount of the loans. When foreclosure is probable, impairment is measured based on the fair value of the collateral. 

Mortgage loans on one- to four-family properties and all consumer loans are large groups of smaller balance homogeneous loans and are measured for impairment collectively. Loans that experience insignificant payment delays, which is defined as 90 days or less, generally are not classified as impaired. Management determines the significance of payment delays on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the borrower’s prior payment record, and the amount of shortfall in relation to the principal and interest owed. 


CITIZENS FINANCIAL SERVICES, INC.	10	2003 ANNUAL REPORT

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 

FORECLOSED ASSETS HELD FOR SALE 

Foreclosed assets acquired in settlement of foreclosed loans are carried at the lower of fair value minus estimated costs to sell or cost. Prior to foreclosure, the value of the underlying loan is written down to fair market value of the real estate or other assets to be acquired by a charge to the allowance for loan losses, if necessary. Any subsequent write-downs are charged against operating expenses. Operating expenses of such properties, net of related income and losses on disposition, are included in other expenses and gains are included in other income. 

PREMISES AND EQUIPMENT 

Premises and equipment are stated at cost, less accumulated depreciation. Depreciation expense is computed on straight line and accelerated methods over the estimated useful lives of the assets, which range from 3 to 15 years for furniture, fixtures and equipment and 5 to 39 1/2 years for building premises. Repair and maintenance expenditures which extend the useful life of an asset are capitalized and other repair expenditures are expensed as incurred. 

When premises or equipment are retired or sold, the remaining cost and accumulated depreciation are removed from the accounts and any gain or loss is credited or charged to income. 

INTANGIBLE ASSETS 

Intangible assets include core deposit intangibles, which are a measure of the value of consumer demand and savings deposits acquired in business combinations accounted for as purchases. The core deposit intangibles are being amortized to expense over a 5 1/2 to 6-year life on a straight-line basis. The recoverability of the carrying value of intangible assets is evaluated on an ongoing basis, and permanent declines in value, if any, are charged to expense. 

GOODWILL 

Goodwill is the excess of the purchase price over the fair value of assets acquired of companies in connection with business acquisitions accounted for as purchases and was being amortized on the straight-line method over 15 years, prior to January 1, 2002. On January 1, 2002, the Company adopted FAS No. 142, Goodwill and Other Intangible Assets , which changed the accounting for goodwill from an amortization method to an impairment-only approach. This statement eliminates the regularly scheduled amortization of goodwill and replaces this method with a two-step process for testing the impairment of goodwill on at least an annual basis. This approach could cause more volatility in the Company’s reported net income because impairment losses, if any, could occur irregularly and in varying amounts. The Company, upon adoption of this Statement, stopped amortizing existing goodwill of $6.9 million. Based on the fair value of the reporting unit, estimated using the expected present value of future cash flows, no impairment of goodwill was recognized in 2003 and 2002. 

BANK OWNED LIFE INSURANCE 

The Company has purchased life insurance policies on certain officers. Bank owned life insurance is recorded at its cash surrender value, or the amount that can be realized. 

INCOME TAXES 

The Company and the Bank file a consolidated federal income tax return. Deferred tax assets and liabilities are computed based on the difference between the financial statement, and income tax basis of assets and liabilities using the enacted marginal tax rates. Deferred income tax expenses or benefits are based on the changes in the net deferred tax asset or liability from period to period. 

EMPLOYEE BENEFIT PLANS 

The Company has a noncontributory defined benefit pension plan covering substantially all employees. It is the Company’s policy to fund pension costs on a current basis to the extent deductible under existing tax regulations. Such contributions are intended to provide not only for benefits attributed to service to date, but also for those expected to be earned in the future. 

The Company also has a profit-sharing plan which provides tax-deferred salary savings to plan participants. 


CITIZENS FINANCIAL SERVICES, INC.	11	2003 ANNUAL REPORT

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 

MORTGAGE SERVICING RIGHTS (MSR’S) 

The Company originates certain loans for the express purpose of selling such loans in the secondary market. The Company maintains all servicing rights for these loans. The loans are carried at lower of cost or market. Originated MSR’s are recorded by allocating total costs incurred between the loan and servicing rights based on their relative fair values. MSR’s are amortized in proportion to the estimated servicing income over the estimated life of the servicing portfolio. 

COMPREHENSIVE INCOME 

The Company is required to present comprehensive income in a full set of general purpose financial statements for all periods presented. Other comprehensive income is comprised exclusively of unrealized holding gains (losses) on the available-for-sale securities portfolio. The Company has elected to report the effects of other comprehensive income as part of the Consolidated Statement of Changes in Stockholders’ Equity. 

RECENT ACCOUNTING PRONOUNCEMENTS 

In December 2003, the Financial Accounting Standards Board ("FASB") revised Statement of Financial Accounting Standards ("FAS") No. 132, Employers’ Disclosures about Pension and Other Postretirement Benefit. This statement retains the disclosures required by FAS No. 132, which standardized the disclosure requirements for pensions and other postretirement benefits to the extent practicable and requires additional information on changes in the benefit obligations and fair value of plan assets. Additional disclosures include information describing the types of plan assets, investment strategy, measurement date(s), plan obligations, cash flows, and components of net periodic benefit cost recognized during interim periods. This statement retains reduced disclosure requirements for nonpublic entities from FAS No. 132, and it includes reduced disclosure for certain of the new requirements. This statement is effective for financial statements with fiscal years ending after December 15, 2003. The interim disclosures required by this statement are effective for interim periods beginning after December 15, 2003. The adoption of this statement did not have a material effect on the Company’s disclosure requirements. 

In August 2001, the FASB issued FAS No. 143, Accounting for Asset Retirement Obligations , which requires that the fair value of a liability be recognized when incurred for the retirement of a long-lived asset and the value of the asset be increased by that amount. The statement also requires that the liability be maintained at its present value in subsequent periods and outlines certain disclosures for such obligations. The adoption of this statement, which was effective January 1, 2003, did not have a material effect on the Company’s financial position or results of operations. 

In July 2002, the FASB issued FAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities , which requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. This statement replaces EITF Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (Including Certain Costs Incurred in a Restructuring) . The new statement is effective for exit or disposal activities initiated after December 31, 2002. The adoption of this statement did not have a material effect on the Company’s financial position or results of operations. 

On December 31, 2002, the FASB issued FAS No. 148, Accounting for Stock-Based Compensation – Transition and Disclosure, which amends FAS No. 123, Accounting for Stock-Based Compensation . FAS No. 148 amends the disclosure requirements of FAS No. 123 to require more prominent and more frequent disclosures in financial statements about the effects of stock-based compensation. Under the provisions of FAS No. 123, companies that adopted the preferable, fair value based method were required to apply that method prospectively for new stock option awards. This contributed to a "ramp-up" effect on stock-based compensation expense in the first few years following adoption, which caused concern for companies and investors because of the lack of consistency in reported results. To address that concern, FAS No. 148 provides two additional methods of transition that reflect an entity’s full complement of stock-based compensation expense immediately upon adoption, thereby eliminating the ramp-up effect. FAS No. 148 also improves the clarity and prominence of disclosures about the pro forma effects of using the fair value based method of accounting for stock-based compensation for all companies—regardless of the accounting method used—by requiring that the data be presented more prominently and in a more user-friendly format in the footnotes to the financial statements. In addition, the statement improves the timeliness of those disclosures by requiring that this information be included in interim as well as annual financial statements. The transition guidance and annual disclosure provisions of FAS No. 148 are effective for fiscal years ending after December 15, 2002, with earlier application permitted in certain circumstances. The interim disclosure provisions are effective for financial reports containing financial statements for interim periods beginning after December 15, 2002. The adoption of this statement did not have a material effect on the Company’s disclosure requirements. 


CITIZENS FINANCIAL SERVICES, INC.	12	2003 ANNUAL REPORT

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 

In April, 2003, the FASB issued FAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities . This statement amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under FAS No. 133. The amendments set forth in FAS No. 149 improve financial reporting by requiring that contracts with comparable characteristics be accounted for similarly. In particular, this statement clarifies under what circumstances a contract with an initial net investment meets the characteristic of a derivative as discussed in FAS No. 133. In addition, it clarifies when a derivative contains a financing component that warrants special reporting in the statement of cash flows. FAS No.149 amends certain other existing pronouncements. Those changes will result in more consistent reporting of contracts that are derivatives in their entirety or that contain embedded derivatives that warrant separate accounting. This statement is effective for contracts entered into or modified after September 30, 2003, except as stated below and for hedging relationships designated after September 30, 2003. The guidance should be applied prospectively. The provisions of this statement that relate to FAS No. 133 Implementation Issues that have been effective for fiscal quarters that began prior to September 15, 2003, should continue to be applied in accordance with their respective effective dates. In addition, certain provisions relating to forward purchases or sales of when-issued securities or other securities that do not yet exist, should be applied to existing contracts as well as new contracts entered into after September 30, 2003. The adoption of this statement did not have a material effect on the Company’s financial position or results of operations. 

In May 2003, the FASB issued FAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity . This statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). Such instruments may have been previously classified as equity. This statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after September 15, 2003. The adoption of this statement did not have a material effect on the Company’s reported equity. 

In November, 2002, the FASB issued Interpretation No. 45, Guarantor’s Accounting and Disclosure requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others . This interpretation elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued. This interpretation clarifies that a guarantor is required to disclose (a) the nature of the guarantee, including the approximate term of the guarantee, how the guarantee arose, and the events or circumstances that would require the guarantor to perform under the guarantee; (b) the maximum potential amount of future payments under the guarantee; (c) the carrying amount of the liability, if any, for the guarantor’s obligations under the guarantee; and (d) the nature and extent of any recourse provisions or available collateral that would enable the guarantor to recover the amounts paid under the guarantee. This interpretation also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the obligations it has undertaken in issuing the guarantee, including its ongoing obligation to stand ready to perform over the term of the guarantee in the event that the specified triggering events or conditions occur. The objective of the initial measurement of that liability is the fair value of the guarantee at its inception. The initial recognition and initial measurement provisions of this interpretation are applicable on a prospective basis to guarantees issued or modified after December 31, 2002, irrespective of the guarantor’s fiscal year-end. The disclosure requirements in this interpretation are effective for financial statements of interim or annual periods ending after December 15, 2002. The adoption of this interpretation did not have a material effect on the Company’s financial position or results of operations. 


CITIZENS FINANCIAL SERVICES, INC.	13	2003 ANNUAL REPORT

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 

In January, 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities, in an effort to expand upon and strengthen existing accounting guidance that addresses when a company should include in its financial statements the assets, liabilities and activities of another entity. The objective of this interpretation is not to restrict the use of variable interest entities but to improve financial reporting by companies involved with variable interest entities. Until now, one company generally has included another entity in its consolidated financial statements only if it controlled the entity through voting interests. This interpretation changes that by requiring a variable interest entity to be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entity’s activities or entitled to receive a majority of the entity’s residual returns or both. The consolidation requirements of this interpretation apply immediately to variable interest entities created after January 31, 2003. The consolidation requirements apply to older entities in the first fiscal year or interim period beginning after June 15, 2003. Certain of the disclosure requirements apply in all financial statements issued after January 31, 2003, regardless of when the variable interest entity was established. In October, 2003, the FASB decided to defer to the fourth quarter from the third quarter the implementation date for Interpretation No. 46. This deferral only applies to variable interest entities that existed prior to February 1, 2003. The adoption of this interpretation has not and is not expected to have a material effect on the Company’s financial position or results of operations. 

TREASURY STOCK 

The purchase of the Company’s common stock is recorded at cost. At the date of subsequent reissue, the treasury stock account is reduced by the cost of such stock on a last-in-first-out basis. 

CASH FLOWS 

The Company utilizes the net reporting of cash receipts and cash payments for deposit and lending activities. The Company considers amounts due from banks and interest-bearing deposits in banks as cash equivalents. 

TRUST ASSETS AND INCOME 

Assets held by the Bank in a fiduciary or agency capacity for its customers are not included in the consolidated financial statements since such items are not assets of the Bank. 

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 computations presented was 2,841,633, 2,854,688 and 2,854,688 for 2003, 2002 and 2001, respectively. The Company has no dilutive securities. 

RECLASSIFICATION 

Certain of the prior year amounts have been reclassified to conform with the current year presentation. Such reclassifications had no effect on net income or stockholders’ equity. 

2. RESTRICTIONS ON CASH AND DUE FROM BANKS 

The Bank is required to maintain reserves, in the form of cash and balances with the Federal Reserve Bank, against its deposit liabilities. The amount of such reserves was $554,000 and $546,000 at December 31, 2003 and 2002, respectively. 

Deposits with one financial institution are insured up to $100,000. The Company maintains cash and cash equivalents with other financial institutions in excess of the insured amount. 


CITIZENS FINANCIAL SERVICES, INC.	14	2003 ANNUAL REPORT

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 

3. INVESTMENT SECURITIES 

The amortized cost and estimated fair value of investment securities at December 31, 2003 and 2002, were as follows ( in thousands ): 

 
Gross 

Gross 

Unrealized 

Unrealized 

Estimated 

Amortized 

Holding 

Holding 

Fair 

December 31, 2003 

Cost 

Gains 

Losses 

Value 

Available-for-sale securities: 

U.S. Agency securities 

$

1,005 

$

28 

$

- 

$

1,033 

Obligations of state and 

political subdivisions 

8,011 

292 

- 

8,303 

Corporate obligations 

13,656 

1,018 

- 

14,674 

Mortgage-backed securities 

78,080 

671 

(375 

) 

78,376 

Equity securities 

4,387 

35 

(221 

) 

4,201 

Total available-for-sale 

$

105,139 

$

2,044 

$ 

(596 

) 

$

106,587

 
Gross 

Gross 

Unrealized 

Unrealized 

Estimated 

Amortized 

Holding 

Holding 

Fair 

December 31, 2002 

Cost 

Gains 

Losses 

Value 

Available-for-sale securities: 

U.S. Agency securities 

$

1,008 

$

44 

$

- 

$

1,052 

Obligations of state and 

political subdivisions 

12,424 

307 

- 

12,731 

Corporate obligations 

19,845 

1,311 

- 

21,156 

Mortgage-backed securities 

58,913 

1,888 

- 

60,801 

Equity securities 

4,667 

318 

- 

4,985 

Total available-for-sale 

$

96,857 

$

3,868 

$

- 

$

100,725

The following table shows the Company's gross unrealized losses and fair value, aggregated by investment category and length of time, that the individual securities have been in a continuous unrealized loss position, at December 31, 2003 (in thousands): 

 
Less than Twelve Months 

Twelve Months or Greater 

Total 

Approx 

Gross 

Approx 

Gross 

Approx 

Gross 

Market 

Unrealized 

Market 

Unrealized 

Market 

Unrealized 

Value 

Losses 

Value 

Losses 

Value 

Losses 

Mortgage-backed securities 

$

47,391

$

375

$

-

$

-

$

47,391

$

375

Equity securities 

4,166 

221 

- 

- 

4,166 

221 

Total 

$

51,557

$

596

$

-

$

-

$

51,557

$

596


CITIZENS FINANCIAL SERVICES, INC.	15	2003 ANNUAL REPORT

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 

The Company's investment securities portfolio contains unrealized losses of mortgage-related instruments issued or backed by the full faith and credit of the United States government or are generally viewed as having the implied guarantee of the U.S. government, and equity securities. 

On a monthly basis the Company evaluates the severity and duration of impairment for its investment securities portfolio unless the Company has the ability to hold the security to maturity without incurring a loss. Generally, impairment is considered other than temporary when an investment security has sustained a decline of ten percent or more for six months. 

The Company has concluded that any impairment of its investment securities portfolio is not permanent, but rather, temporary, and is the result of interest rate changes, sector credit rating changes, or company-specific rating changes that are not expected to result in the noncollection of principal and interest during the period. 

Proceeds from sales of securities available-for-sale during 2003, 2002, and 2001 were $12,108,000, $13,927,000 and $35,529,000 respectively. Gross gains and gross losses were realized on those sales as follows ( in thousands ): 

 
2003 

2002 

2001 

Gross gains 

$

553 

$

287 

$

817 

Gross losses 

- 

33 

160 

Net gains (losses) 

$

553 

$

254 

$

657

Investment securities with an approximate carrying value of $64,788,000 and $50,733,000 at December 31, 2003 and 2002, respectively, were pledged to secure public funds and certain other deposits as provided by law. 

Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. The amortized cost and estimated carrying value of debt securities at December 31, 2003, by contractual maturity, are shown below ( in thousands ): 

 
Amortized 

Estimated 

Cost 

Fair Value 

Available-for-sale securities: 

Due in one year or less 

$

2 

$

2 

Due after one year through five years 

14,725 

15,494 

Due after five years through ten years 

63,790 

64,126 

Due after ten years 

22,235 

22,764 

Total 

$

100,752 

$

102,386

4. LOANS 

The Company grants commercial, industrial, residential, and consumer loans primarily to customers throughout Northcentral Pennsylvania and Southern New York. Although the Company has a diversified loan portfolio at December 31, 2003 and 2002, a substantial portion of its debtors’ ability to honor their contracts is dependent on the economic conditions within this region. 


CITIZENS FINANCIAL SERVICES, INC.	16	2003 ANNUAL REPORT

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 

Major classifications of loans are as follows ( in thousands ): 

 
December 31, 

2003 

2002 

Real estate loans: 

Residential 

$

180,333 

$

175,323 

Commercial 

57,370 

47,210 

Agricultural 

7,594 

9,844 

Construction 

5,784 

5,009 

Loans to individuals for household, 

family and other purchases 

13,145 

13,915 

Commercial and other loans 

16,219 

18,564 

State and political subdivision loans 

37,212 

28,592 

317,657 

298,457 

Less allowance for loan losses 

3,620 

3,621 

Loans, net 

$

314,037 

$

294,836

Real estate loans serviced for Freddie Mac, which are not included in the consolidated balance sheet, totaled $35,643,000 and $20,087,000, at December 31, 2003 and 2002, respectively. 

At December 31, 2003 and 2002, net unamortized loan fees and costs of $784,000 and $767,000, respectively, have been deducted from the carrying value of loans. 

The Company had nonaccrual loans, inclusive of impaired loans, of $2,504,000 and $2,980,000 at December 31, 2003 and 2002, respectively. Interest income on loans would have increased by approximately $49,000, $84,000 and $105,000 during 2003, 2002 and 2001, respectively, if these loans had performed in accordance with their original terms. 

Information with respect to impaired loans as of and for the years ended December 31, is as follows ( in thousands ): 

 
2003 

2002 

2001 

Impaired loans without related allowance for loan losses 

$

1,197 

$

- 

$

- 

Impaired loans with related allowance for loan losses 

729 

1,916 

1,077 

Related allowance for loan losses 

35 

327 

325 

Average recorded balance of impaired loans 

1,772 

1,967 

1,078 

Interest income recognized on impaired loans 

35 

- 

26

Transactions in the allowance for loan losses were as follows ( in thousands ): 

 
Years Ended December 31, 

2003 

2002 

2001 

Balance, beginning of year 

$

3,621 

$

3,250 

$

2,777 

Provision charged to income 

435 

435 

445 

Recoveries on loans previously 

charged against the allowance 

116 

115 

175 

4,172 

3,800 

3,397 

Loans charged against the allowance 

(552 

) 

(179 

) 

(147 

) 

Balance, end of year 

$

3,620 

$

3,621 

$

3,250


CITIZENS FINANCIAL SERVICES, INC.	17	2003 ANNUAL REPORT

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 

The following is a summary of the past due and nonaccrual loans as of December 31, 2003 and 2002 ( in thousands ): 

 
December 31, 2003 

Past Due 

Past Due 

30 - 89 days 

90 days or more 

Nonaccrual 

Real estate loans 

$

1,420 

$

170 

$

2,491 

Installment loans 

167 

12 

13 

Credit cards and related loans 

27 

- 

- 

Commercial and all other loans 

38 

3 

- 

Total 

$

1,652 

$

185 

$

2,504 

       December 31, 2002 

Past Due  

Past Due 

30 - 89 days  

90 days or more 

Nonaccrual 

Real estate loans 

$

1,744 

$

- 

$

2,980 

Installment loans 

307 

29 

- 

Credit cards and related loans 

36 

3 

- 

Commercial and all other loans 

145 

7 

- 

Total 

$

2,232 

$

39 

$

2,980

5. PREMISES & EQUIPMENT 

Premises and equipment are summarized as follows ( in thousands ): 

 
December 31, 

2003 

2002 

Land 

$

1,867 

$

1,867 

Buildings 

9,723 

9,681 

Furniture, fixtures and equipment 

6,598 

6,476 

Construction in process 

32 

21 

18,220 

18,045 

Less accumulated depreciation 

7,575 

6,800 

Premises and equipment, net 

$

10,645 

$

11,245

Depreciation expense amounted to $836,000, $990,000, and $953,000 for 2003, 2002, and 2001, respectively. 

6. DEPOSITS 

Certificates of deposit of $100,000 or more amounted to $41,362,000 and $35,671,000 at December 31, 2003 and 2002, respectively. Interest expense on certificates of deposit of $100,000 or more amounted to $1,618,000, $1,654,000, and $1,976,000 for the years ended December 31, 2003, 2002, and 2001, respectively. 


CITIZENS FINANCIAL SERVICES, INC.	18	2003 ANNUAL REPORT

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 

Following are maturities of certificates of deposit as of December 31, 2003 ( in thousands ): 

 
2004 

$ 79,182 

2005 

44,453 

2006 

30,384 

2007 

29,691 

2008 

15,356 

Thereafter 

2,493 

Total certificates of deposit 

$ 201,559

7. BORROWED FUNDS 

 
Securities 

Sold Under 

Capital 

Total 

Agreements to 

TT&L 

FHLB 

Term 

Lease 

Borrowed 

(dollars in thousands) 

Repurchase(a) 

Borrowings(b) 

Advances(c) 

Loans(d) 

Obligations 

Funds 

2003 

Balance at December 31 

$

8,495 

$

2,203 

$

1,160 

$

15,938 

$

- 

$ 

27,796 

Highest balance at any month-end 

14,460 

4,602 

8,670 

15,938 

- 

43,670 

Average balance 

10,019 

461 

2,322 

1,167 

- 

13,969 

Weighted average interest rate: 

Paid during the year 

2.44 

% 

2.08 

% 

1.29 

% 

2.46 

% 

0.00 

% 

2.24 

% 

As of year-end 

2.50 

% 

0.94 

% 

1.03 

% 

2.05 

% 

0.00 

% 

2.05 

% 

2002 

Balance at December 31 

$

7,647 

$

- 

$

7,380 

$

2,000 

$

- 

$

17,027 

Highest balance at any month-end 

14,897 

- 

7,380 

2,000 

20 

24,297 

Average balance 

11,096 

- 

1,208 

2,000 

6 

14,310 

Weighted average interest rate: 

Paid during the year 

2.69 

% 

- 

1.59 

% 

3.64 

% 

4.93 

% 

2.73 

% 

As of year-end 

2.94 

% 

- 

1.31 

% 

3.13 

% 

0.00 

% 

2.25 

% 

2001 

Balance at December 31 

$

8,322 

$

- 

$

2,965 

$

2,000 

$

24 

$

13,311 

Highest balance at any month-end 

10,758 

- 

2,965 

2,000 

67 

15,790 

Average balance 

8,752 

- 

47 

2,000 

49 

10,848 

Weighted average interest rate: 

Paid during the year 

4.31 

% 

- 

2.00 

% 

5.94 

% 

4.93 

% 

4.60 

% 

As of year-end 

3.20 

% 

- 

1.88 

% 

3.61 

% 

4.90 

% 

2.97 

%

(a)  Securities sold under agreements to repurchase mature within one to five years. The carrying value of the underlying securities at December 31, 2003 and 2002 was $14,923,000 and $16,936,000, respectively. 

(b)  TT&L borrowings consist of notes issued under the U.S. Treasury Department's program of investing the treasury tax and loan account balances in interest-bearing demand notes insured by depository institutions. These notes bear interest at a rate of .25 percent less than the average Federal funds rate as computed by the Federal Reserve Bank. 

(c)  FHLB Advances consist of an "Open RepoPlus" agreement with the Federal Home Loan Bank of Pittsburgh. FHLB "Open RepoPlus" advances are short-term borrowings maturing within one year, bear a fixed rate of interest and are subject to prepayment penalty. The Company has a borrowing limit of $177,390,000, exclusive of any outstanding advances. Although no specific collateral is required to be pledged for the "Open RepoPlus" borrowings, FHLB advances are secured by a blanket security agreement that includes the Company's FHLB stock, as well as investment and mortgage-backed securities held in safekeeping at the FHLB and certain residential mortgage loans. At December 31, 2003 and 2002, the approximate carrying value of the securities collateral was $69,162,000 and $58,722,000, respectively. 


CITIZENS FINANCIAL SERVICES, INC.	19	2003 ANNUAL REPORT

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 

(d)     Term Loans consist of separate loans with a third party bank and the Federal Home Loan Bank of Pittsburgh as follows ( in thousands ): 

 
December 31, 

December 31, 

Interest Rate 

Maturity 

2003 

2002 

Variable: 

(e) 

August 31, 2004 

$ 938 

$ 2,000 

Fixed: 

1.28% 

January 20, 2004 

5,000 

1.81% 

June 17, 2005 

3,000 

2.45% 

June 19, 2006 

4,000 

2.76% 

December 18, 2006 

3,000 

Total term loans 

$ 

15,938 

$

2,000

(e)     Interest rate floats monthly based on the 1 month LIBOR +1.75%, the interest rate was 2.92% and 3.19% at December 31, 2003 and 2002, respectively. 

Notes Payable: 

In December 2003, the Company formed a special purpose entity ("Entity") to issue $7,500,000 of floating rate obligated mandatory redeemable securities as part of a pooled offering. The rate is determined quarterly and floats based on the 3 month LIBOR plus 2.80%. At December 31, 2003, the rate was 3.97%. The Entity may redeem them, in whole or in part, at face value after December 17, 2008. The Company borrowed the proceeds of the issuance from the Entity in December 2003 in the form of a $7,500,000 note payable, which is included in the liabilities section of the Company’s balance sheet. Debt issue costs of $75,000 have been capitalized and are being amortized through the first call date. 

Under current accounting rules, the Company’s minority interest in the Entity was recorded at the initial investment amount and is included in the other assets section of the balance sheet. The Entity is not consolidated as part of the Company’s consolidated financial statements. 

Following are maturities of borrowed funds and notes payable as of December 31, 2003 ( in thousands ): 

2004 

$

15,445 

2005 

420 

2006 

11,215 

2007 

716 

2008 

7,500 

Total borrowed funds 

$

35,296

8. EMPLOYEE BENEFIT PLANS 

The Bank sponsors a trusteed, noncontributory defined benefit pension plan covering substantially all employees and officers. The plan calls for benefits to be paid to eligible employees at retirement based primarily upon years of service with the Bank and compensation rates near retirement. The Bank's funding policy is to make annual contributions, if needed, based upon the funding formula developed by the plan's actuary. 


CITIZENS FINANCIAL SERVICES, INC.	20	2003 ANNUAL REPORT

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 

Obligations and Funded Status 

At December 31 ( in thousands ): 

 
Pension Benefits 

2003 

2002 

Change in benefit obligation 

Benefit obligation at beginning of year 

$

3,926

$

3,342

Service cost 

340 

269 

Interest cost 

267 

229 

Amendments 

222 

74 

Assumption change 

117 

96 

Benefits paid 

(87 

) 

(84 

) 

Benefit obligation at end of year 

4,785 

3,926 

Change in plan assets 

Fair value of plan assets at beginning of year 

3,117 

3,181 

Actual return on plan assets 

530 

(371 

) 

Employer contribution 

454 

391 

Benefits paid 

(87 

) 

(84 

) 

Fair value of plan assets at end of year 

4,014 

3,117 

Funded status 

(771 

) 

(809 

) 

Transition adjustment 

(25 

) 

(39 

) 

Unrecognized prior service cost (benefit) 

23 

21 

Unrecognized net gain from past experience 

different from that assumed 

1,007 

1,010 

Prepaid benefit cost 

$

234

$

183

The accumulated benefit obligation for all defined benefit pension plans was $3,638,000 and $2,960,000 at December 31, 2003 and 2002, respectively. 

Components of Net Periodic Benefit Cost ( in thousands ): 

 
Pension Benefits 

2003 

2002 

Service cost 

$

340

$

269

Interest cost 

267 

229 

Return on plan assets 

(530 

) 

371 

Net amortization and deferral 

325 

(646 

) 

Net periodic benefit cost 

$

402

$

223


CITIZENS FINANCIAL SERVICES, INC.	21	2003 ANNUAL REPORT

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 

Assumptions 

Weighted-average assumptions used to determine benefit obligations at December 31: 

 
Pension Benefits 

2003 

2002 

Discount rate 

6.25 

% 

6.50 

% 

Rate of compensation increase 

3.25 

3.50

Weighted-average assumptions used to determine net periodic benefit cost for the years ended December 31: 

 
Pension Benefits 

2003 

2002 

Discount rate 

6.25 

% 

6.50 

% 

Expected long-term return on plan assets 

8.00 

8.00 

Rate of compensation increase 

3.25 

3.50 

The long-term rate of return on plan assets gives consideration to returns currently being earned on plan assets as well as future rates expected to be earned.

Plan Assets 

The Bank's pension plan weighted-average asset allocations at December 31, 2003 and 2002, by asset category are as follows: 

 
Plan Assets 

at December 31 

2003 

2002 

Equity securities 

67.4 

% 

55.2 

% 

Debt securities 

30.3 

29.0 

Other 

2.3 

15.8 

Total 

100.0 

% 

100.0 

%

Equity securities include the Bank's common stock in the amounts of $253,000 (6.3% of total plan assets) and $210,000 (6.7% of total plan assets) at December 31, 2003 and 2002, respectively. 

The Bank expects to contribute $459,000 to its pension plan in 2004. 


CITIZENS FINANCIAL SERVICES, INC.	22	2003 ANNUAL REPORT

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 

9. INCOME TAXES 

The provision for income taxes consists of the following ( in thousands ): 

 
Years Ended December 31, 

2003 

2002 

2001 

Currently payable 

$

1,427 

$

1,647 

$

1,044 

Deferred liability (benefit) 

(141 

) 

116 

(279 

) 

Provision for income taxes 

$

1,286 

$

1,763 

$

765

The following temporary differences gave rise to the net deferred tax assets (liabilities) at December 31, 2003 and 2002 ( in thousands ): 

 
2003 

2002 

Deferred tax assets: 

Allowance for loan losses 

$ 

1,038 

$

1,038 

Deferred compensation 

546 

243 

Goodwill and core deposit intangibles 

19 

108 

Merger & acquisition costs 

24 

34 

Foreclosed assets held for sale 

3 

- 

Total 

1,630 

1,423 

Deferred tax liabilities: 

Unrealized gains on available-for-sale securities 

(492 

) 

(1,315 

) 

Depreciation and amortization 

(301 

) 

(259 

) 

Bond accretion 

(81 

) 

(126 

) 

Pension expense 

(80 

) 

(62 

) 

Loan fees and costs 

(77 

) 

(69 

) 

Mortgage servicing rights 

(88 

) 

(45 

) 

Total 

(1,119 

) 

(1,876 

) 

Deferred tax asset (liability), net 

$ 

511 

$ 

(453 

)

No valuation allowance was established at December 31, 2002 in view of certain tax strategies coupled with the anticipated future taxable income as evidenced by the Company's earnings potential. 

 CITIZENS FINANCIAL SERVICES, INC.
 23
2003 ANNUAL REPORT 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The total provision for income taxes is different from that computed at the statutory rates due to the following items ( in thousands ): 

 
Years Ended December 31, 

2003 

2002 

2001 

Provision at statutory rates on 

pre-tax income 

$

2,096 

$

2,502 

$

1,537 

Effect of tax-exempt income 

(710 

) 

(693 

) 

(764 

) 

Tax credits 

(130 

) 

(130 

) 

(113 

) 

Bank owned life insurance 

(48 

) 

- 

- 

Nondeductible interest 

62 

67 

97 

State income taxes 

- 

9 

- 

Other items 

16 

8 

8 

Provision for income taxes 

$

1,286 

$

1,763 

$

765 

Statutory tax rates 

34 

% 

34 

% 

34 

% 

Effective tax rates 

20.9 

% 

24.0 

% 

16.9 

%

10. RELATED PARTY TRANSACTIONS 

Certain executive officers, corporate directors or companies in which they have 10 percent or more beneficial ownership were indebted to the Bank. 

A summary of loan activity with officers, directors, stockholders and associates of such persons is listed below ( in thousands ): 

 
Years Ended December 31, 

2003 

2002 

2001 

Balance, beginning of year 

$

3,678 

$

3,972 

$

2,814 

New loans 

1,243 

847 

2,341 

Repayments 

(1,576 

) 

(1,141 

) 

(1,183 

) 

Balance, end of year 

$

3,345 

$

3,678 

$

3,972

Such loans were made in the ordinary course of business at the Bank’s normal credit terms and do not present more than a normal risk of collection. 

11. REGULATORY MATTERS 

DIVIDEND RESTRICTIONS: 

The approval of the Comptroller of the Currency is required for a national bank to pay dividends up to the Company if the total of all dividends declared in any calendar year exceeds the Bank’s net income (as defined) for that year combined with its retained net income for the preceding two calendar years. Under this formula, the Bank can declare dividends in 2004 without approval of the Comptroller of the Currency of approximately $4,901,000, plus the Bank’s net income for 2004. 

LOANS: 

The Bank is subject to regulatory restrictions which limit its ability to loan funds to the Company. At December 31, 2003, the regulatory lending limit amounted to approximately $4,286,000. 


CITIZENS FINANCIAL SERVICES, INC.	24	2003 ANNUAL REPORT

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 

REGULATORY CAPITAL REQUIREMENTS: 

Federal regulations require the Company and the Bank to maintain minimum amounts of capital. Specifically, each is required to maintain certain minimum dollar amounts and ratios of Total and Tier I capital to risk-weighted assets and of Tier I capital to average total assets. 

In addition to the capital requirements, the Federal Deposit Insurance Corporation Improvement Act (FDICIA) established five capital categories ranging from "well capitalized" to "critically undercapitalized." Should any institution fail to meet the requirements to be considered "adequately capitalized", it would become subject to a series of increasingly restrictive regulatory actions. 

As of December 31, 2003 and 2002, the Federal Reserve Board and the Office of the Comptroller of the Currency categorized the Company and the Bank as well capitalized, under the regulatory framework for prompt corrective action. To be categorized as a well capitalized financial institution, Total risk-based, Tier I risk-based and Tier I leverage capital ratios must be at least 10%, 6% and 5%, respectively. 

The following table reflects the Company’s capital ratios at December 31 ( in thousands ): 

 
2003 

2002 

Amount 

Ratio 

Amount 

Ratio 

Total capital (to risk weighted assets) 

Company 

$

40,655 

14.07 

% 

$

31,036 

11.52 

% 

For capital adequacy purposes 

23,115 

8.00 

% 

21,552 

8.00 

% 

To be well capitalized 

28,894 

10.00 

% 

26,939 

10.00 

% 

Tier I capital (to risk weighted assets) 

Company 

$

37,042 

12.82 

% 

$

27,522 

10.22 

% 

For capital adequacy purposes 

11,557 

4.00 

% 

10,776 

4.00 

% 

To be well capitalized 

17,336 

6.00 

% 

16,164 

6.00 

% 

Tier I capital (to average assets) 

Company 

$

37,042 

8.50 

% 

$

27,522 

6.48 

% 

For capital adequacy purposes 

17,437 

4.00 

% 

16,978 

4.00 

% 

To be well capitalized 

21,796 

5.00 

% 

21,223 

5.00 

%

At December 31, 2003, the Bank’s Total capital and Tier I ratios were 11.73% and 10.48%, respectively, and Tier I capital to average assets was 7.03%. At December 31, 2002, the Bank’s Total capital and Tier I ratios were 12.13% and 10.85%, respectively, and Tier I capital to average assets was 7.00%. 

This annual report has not been reviewed, or confirmed for accuracy or relevance, by the Federal Deposit Insurance Corporation. 

12. OFF-BALANCE-SHEET RISK 

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit and interest rate or liquidity risk in excess of the amount recognized in the consolidated balance sheet. 


CITIZENS FINANCIAL SERVICES, INC.	25	2003 ANNUAL REPORT

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 

The Company’s exposure to credit loss from nonperformance by the other party to the financial instruments for commitments to extend credit and standby letters of credit is represented by the contractual amount of these instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. 

Financial instruments whose contract amounts represent credit risk at December 31, 2003 and 2002, are as follows ( in thousands ): 

	2003		2002

Commitments to extend credit	$	41,094	$	33,946
Standby letters of credit		1,404		1,143

Commitments to extend credit are legally binding agreements to lend to customers. Commitments generally have fixed expiration dates or other termination clauses and may require payment of fees. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future liquidity requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained if deemed necessary by the Company on extension of credit is based on management’s credit assessment of the counter party. 

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Performance letters of credit represent conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. These instruments are issued primarily to support bid or performance related contracts. The coverage period for these instruments is typically a one-year period with an annual renewal option subject to prior approval by management. Fees earned from the issuance of these letters are recognized over the coverage period. For secured letters of credit, the collateral is typically Bank deposit instruments or customer business assets. 

13. ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS 

The estimated fair values of the Company’s financial instruments are as follows ( in thousands ): 

December 31, 2003 

Carrying 

Estimated 

Amount 

Fair Value 

Financial assets: 

Cash and due from banks 

$

9,951 

$

9,951 

Available-for-sale securities 

106,587 

106,587 

Net loans 

314,037 

322,813 

Bank owned life insurance 

7,142 

7,142 

Regulatory stock 

2,540 

2,540 

Accrued interest receivable 

1,703 

1,703 

Financial liabilities: 

Deposits 

$

385,691 

$

391,282 

Borrowed funds 

27,796 

27,998 

Notes payable 

7,500 

7,500 

Accrued interest payable 

1,888 

1,888


CITIZENS FINANCIAL SERVICES, INC.	26	2003 ANNUAL REPORT

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 

December 31, 2002 

Carrying 

Estimated 

Amount 

Fair Value 

Financial assets: 

Cash and due from banks 

$

11,594 

$

11,594 

Available-for-sale securities 

100,725 

100,725 

Net loans 

294,836 

297,913 

Regulatory stock 

1,529 

1,529 

Accrued interest receivable 

1,976 

1,976 

Financial liabilities: 

Deposits 

$

373,051 

$

375,007 

Borrowed funds 

17,028 

17,080 

Accrued interest payable 

2,077 

2,077 

      Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions can significantly affect the estimates.

Estimated fair values have been determined by the Company using historical data, as generally provided in the Company’s regulatory reports, and an estimation methodology suitable for each category of financial instruments. The Company’s fair value estimates, methods and assumptions are set forth below for the Company’s other financial instruments. 

CASH AND DUE FROM BANKS: 

The carrying amounts for cash and due from banks approximate fair value because they mature in 90 days or less and do not present unanticipated credit concerns. 

INVESTMENT SECURITIES: 

The fair values of investments are based on quoted market prices as of the balance sheet date. For certain instruments, fair value is estimated by obtaining quotes from independent dealers. 

LOANS: 

Fair values are estimated for portfolios of loans with similar financial characteristics. 

The fair value of performing loans has been estimated by discounting expected future cash flows. The discount rate used in these calculations is derived from the Treasury yield curve adjusted for credit quality, operating expense and prepayment option price, and is calculated by discounting scheduled cash flows through the estimated maturity using estimated market discount rates that reflect the credit and interest rate risk inherent in the loan. The estimate of maturity is based on the Company’s historical experience with repayments for each loan classification, modified as required by an estimate of the effect of current economic and lending conditions.Fair value for significant nonperforming loans is based on recent external appraisals. If appraisals are not available, estimated cash flows are discounted using a rate commensurate with the risk associated with the estimated cash flows. Assumptions regarding credit risk, cash flows, and discount rates are judgmentally determined using available market information and specific borrower information. 


CITIZENS FINANCIAL SERVICES, INC.	27	2003 ANNUAL REPORT

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 

BANK OWNED LIFE INSURANCE: 

The carrying value of bank owned life insurance approximates fair value based on applicable redemption provisions. 

REGULATORY STOCK: 

The carrying value of regulatory stock approximates fair value based on applicable redemption provisions. 

DEPOSITS: 

The fair value of deposits with no stated maturity, such as noninterest-bearing demand deposits, savings and NOW accounts, and money market accounts, is equal to the amount payable on demand. The fair value of certificates of deposit is based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently offered for deposits of similar remaining maturities. 

The deposits’ fair value estimates do not include the benefit that results from the low-cost funding provided by the deposit liabilities compared to the cost of borrowing funds in the market, commonly referred to as the core deposit intangible. 

BORROWED FUNDS: 

Rates available to the Company for borrowed funds with similar terms and remaining maturities are used to estimate the fair value of borrowed funds. 

14. GOODWILL - ADOPTION OF STATEMENT 142 

A summary of goodwill is as follows ( in thousands ): 

 
December 31, 

2003 

2002 

2001 

Gross carrying amount 

$

7,685 

$

7,685 

$

7,685 

Less accumulated amortization 

780 

780 

780 

Net carrying amount 

$

6,905 

$

6,905 

$

6,905

Amortization expense amounted to $512,000 for 2001. 

The gross carrying amount of goodwill is tested for impairment in the fourth quarter, after the annual forecasting process. Due to an increase in overall earning asset growth, operating profits and cashflows were greater than expected. Based on the fair value of the reporting unit, estimated using the expected present value of future cashflows, no goodwill impairment loss was recognized in the current year. 


CITIZENS FINANCIAL SERVICES, INC.	28	2003 ANNUAL REPORT

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 

The following table sets forth a comparison of net income and basic earnings per share adjusted for the adoption of SFAS No. 142, "Goodwill and Other Intangible Assets": 

(in thousands, except per share data) 

 
For the Year Ended 

December 31, 

2003 

2002 

2001 

Goodwill amortization 

$

- 

$

- 

$

512 

Net Income 

4,879 

5,595 

3,757 

Addback: Goodwill amortization (net of tax) 

- 

- 

338 

Adjusted net income 

$

4,879 

$

5,595 

$

4,095 

Basic earnings per share: 

Net income 

$

1.72 

$

1.96 

$

1.32 

Goodwill amortization 

- 

- 

0.12 

Adjusted basic earnings per share 

$

1.72 

$

1.96 

$

1.44

15. CORE DEPOSIT INTANGIBLE ASSETS 

A summary of core deposit intangible assets is as follows (in thousands) : 

 
December 31, 

2003 

2002 

2001 

Gross carrying amount 

$

2,763 

$

2,763 

$

2,763 

Less accumulated amortization 

1,785 

1,350 

893 

Net carrying amount 

$

978 

$

1,413 

$

1,870

Amortization expense amounted to $435,000, $457,000 and $503,000 for 2003, 2002 and 2001, respectively. 

The estimated amortization expense of intangible assets for each of the five succeeding fiscal years is as follows: 

(in thousands) : 

 
Core deposit 

intangibles 

For the year ended December 31, 2004 

$ 435 

For the year ended December 31, 2005 

435 

For the year ended December 31, 2006 

108 

For the year ended December 31, 2007 

- 

For the year ended December 31, 2008 

-


CITIZENS FINANCIAL SERVICES, INC.	29	2003 ANNUAL REPORT

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 

16. CONDENSED FINANCIAL INFORMATION - PARENT COMPANY ONLY 

CITIZENS FINANCIAL SERVICES, INC. 

CONDENSED BALANCE SHEET 

 
December 31, 

(in thousands) 

2003 

2002 

Assets: 

Cash 

$

7,680 

$

68 

Investment in subsidiary, 

First Citizens National Bank 

39,241 

39,978 

Available-for-sale securities 

- 

416 

Other assets 

306 

13 

Total assets 

$

47,227 

$

40,475 

Liabilities: 

Other liabilities 

$

260 

$

23 

Deferred tax liability 

- 

46 

Notes payable 

7,500 

- 

Borrowed funds 

938 

2,000 

Total liabilities 

$

8,698 

$

2,069 

Stockholders' equity 

38,529 

38,406 

Total liabilities and stockholders' equity 

$

47,227 

$

40,475

CITIZENS FINANCIAL SERVICES, INC. 

CONDENSED STATEMENT OF INCOME 

 
Year Ended December 31, 

(in thousands) 

2003 

2002 

2001 

Dividends from: 

Bank subsidiary 

$

4,142 

$

1,478 

$

481 

Available-for-sale securities 

3 

19 

44 

Interest-bearing deposits with banks 

- 

2 

22 

Total income 

4,145 

1,499 

547 

Realized securities gains, net 

150 

178 

189 

Expenses 

186 

213 

264 

Income before equity 

in undistributed earnings 

of subsidiary 

4,109 

1,464 

472 

Equity in undistributed 

earnings - First Citizens National Bank 

770 

4,131 

3,285 

Net income 

$

4,879 

$

5,595 

$

3,757


CITIZENS FINANCIAL SERVICES, INC.	30	2003 ANNUAL REPORT

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 

CITIZENS FINANCIAL SERVICES, INC. 

STATEMENT OF CASH FLOWS 

 
Year Ended December 31, 

(in thousands) 

2003 

2002 

2001 

Cash flows from operating activities: 

Net income 

$

4,879 

$

5,595 

$

3,757 

Adjustments to reconcile net income to net 

cash provided by operating activities: 

Equity in undistributed earnings of subsidiaries 

(770 

) 

(4,131 

) 

(3,285 

) 

Deferred income taxes 

- 

- 

3 

Realized gains on securities 

(150 

) 

(178 

) 

(189 

) 

Decrease (increase) in other assets 

(293 

) 

11 

35 

Increase (decrease) in other liabilities 

238 

1 

(4 

) 

Net cash provided by operating activities 

3,904 

1,298 

317 

Cash flows from investing activities: 

Purchase of available-for-sale securities 

- 

- 

(418 

) 

Proceeds from the sale of available-for-sale securities 

429 

621 

2,283 

Additional contribution in subsidiaries 

- 

- 

(500 

) 

Net cash provided by investing activities 

429 

621 

1,365 

Cash flows from financing activities: 

Cash dividends paid 

(2,103 

) 

(1,918 

) 

(1,786 

) 

Advances of borrowed funds 

1,055 

- 

- 

Repayments of borrowed funds 

(2,117 

) 

- 

- 

Acquisition of treasury stock 

(1,056 

) 

- 

- 

Proceeds from notes payable 

7,500 

- 

- 

Net cash provided by (used in) financing activities 

3,279 

(1,918 

) 

(1,786 

) 

Net increase (decrease) in cash 

7,612 

1 

(104 

) 

Cash at beginning of year 

68 

67 

171 

Cash at end of year 

$

7,680 

$

68 

$

67


CITIZENS FINANCIAL SERVICES, INC.	31	2003 ANNUAL REPORT

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 

17. CONDENSED QUARTERLY DATA 

CONSOLIDATED QUARTERLY DATA 

(dollar amounts in thousands) 

Three Months Ended 

2003 

Mar 31 

Jun 30 

Sep 30 

Dec 31 

Interest income 

$

6,520 

$

6,401 

$

6,329 

$

6,365 

Interest expense 

2,313 

2,264 

2,149 

2,100 

Net interest income 

4,207 

4,137 

4,180 

4,265 

Provision for loan losses 

135 

120 

120 

60 

Non-interest income 

1,095 

1,270 

1,212 

1,182 

Realized securities gains, net 

259 

141 

114 

39 

Non-interest expenses 

3,631 

3,631 

4,490 

3,749 

Income before provision for income taxes 

1,795 

1,797 

896 

1,677 

Provision for income taxes 

430 

415 

90 

351 

Net income 

$

1,365 

$

1,382 

$

806 

$

1,326 

Earnings Per Share 

$

0.48 

$

0.48 

$

0.28 

$

0.47

 
Three Months Ended 

2002 

Mar 31 

Jun 30 

Sep 30 

Dec 31 

Interest income 

$

6,867 

$

6,825 

$

6,894 

$

6,791 

Interest expense 

2,723 

2,632 

2,558 

2,491 

Net interest income 

4,144 

4,193 

4,336 

4,300 

Provision for loan losses 

120 

90 

90 

135 

Non-interest income 

1,201 

1,154 

1,177 

1,260 

Realized securities gains, net 

30 

186 

38 

- 

Non-interest expenses 

3,467 

3,590 

3,571 

3,598 

Income before provision for income taxes 

1,788 

1,853 

1,890 

1,827 

Provision for income taxes 

428 

438 

459 

438 

Net income 

$

1,360 

$

1,415 

$

1,431 

$

1,389 

Earnings Per Share 

$

0.48 

$

0.50 

$

0.50 

$

0.49

18. SUBSEQUENT EVENT 

On February 25, 2004 the Company announced that they have entered into a definitive agreement whereby the Company has purchased two branch locations from Legacy Bank. Under the terms of the agreement, the Company will acquire approximately $24 million in loans and $21 million in deposits, in addition to assuming the lease costs of the branches. This acquisition has been approved by the Company’s board of directors and is expected to close in the second quarter of 2004. 


CITIZENS FINANCIAL SERVICES, INC.	32	2003 ANNUAL REPORT

REPORT OF INDEPENDENT AUDITORS 

To the Stockholders and Board of Directors of 

Citizens Financial Services, Inc. 

We have audited the consolidated balance sheet of Citizens Financial Services, Inc. and subsidiary as of December 31, 2003 and 2002, and the related consolidated statements of income, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2003. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. 

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Citizens Financial Services, Inc. and subsidiary as of December 31, 2003 and 2002, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America. 

Wexford, PA 

January 16, 2004 

except for Note 18, as to which the date is February 25, 2004 

S.R. Snodgrass, A.C. 

1000 Stonewood Drive, Suite 200 Wexford, PA 15090-8399 Phone: 724-934-0344 Facsimile: 724-934-0345 


CITIZENS FINANCIAL SERVICES, INC.	33	2003 ANNUAL REPORT

SELECTED FINANCIAL DATA 

FIVE YEAR SUMMARY OF OPERATIONS 

(dollar amounts in thousands) 

2003 

2002 

2001 

2000 

1999 

Interest income 

$

25,615 

$

27,377 

$

29,025 

$

26,226 

$

23,546 

Interest expense 

8,826 

10,404 

14,306 

14,238 

12,066 

Net interest income 

16,789 

16,973 

14,719 

11,988 

11,480 

Provision for loan losses 

435 

435 

445 

610 

475 

Net interest income after provision 

for loan losses 

16,354 

16,538 

14,274 

11,378 

11,005 

Non-interest income 

4,759 

4,792 

3,632 

2,670 

2,345 

Realized securities gains (losses), net 

553 

254 

657 

(9 

) 

279 

Non-interest expenses 

15,501 

14,226 

14,041 

10,187 

9,033 

Income before provision for income taxes and 

extraordinary item 

6,165 

7,358 

4,522 

3,852 

4,596 

Provision for income taxes 

1,286 

1,763 

765 

644 

1,043 

Net income 

$

4,879 

$

5,595 

$

3,757 

$

3,208 

$

3,553 

Per share data: 

Net income (1) 

$

1.72 

$

1.96 

$

1.32 

$

1.12 

$

1.22 

Cash dividends (1) 

0.740 

0.680 

0.640 

0.600 

0.560 

Book value (1) 

13.70 

13.45 

11.70 

10.69 

9.33 

Total investments 

$

106,587 

$

100,725 

$

113,604 

$

97,984 

$

90,031 

Loans, net (2) 

314,037 

294,836 

268,464 

260,209 

229,159 

Total assets (2) 

463,878 

432,658 

421,110 

413,332 

340,779 

Total deposits (2) 

385,691 

373,051 

370,474 

367,785 

284,318 

Stockholders' equity 

38,529 

38,406 

33,389 

30,549 

27,082

(1) Amounts were adjusted to reflect stock dividends 

(2) Amounts in 2000 reflect the acquisition of branches in the fourth quarter of 2000


CITIZENS FINANCIAL SERVICES, INC.	34	2003 ANNUAL REPORT

SELECTED FINANCIAL DATA (CONTINUED) 

COMMON STOCK 

Common stock issued by Citizens Financial Services, Inc. is traded in the local over-the-counter market, primarily in Pennsylvania and New York. Prices presented in the table below are bid/ask prices between broker-dealers published by the National Association of Securities Dealers through the NASD OTC "Bulletin Board", its automated quotation system for non-NASDAQ quoted stocks and the National Quotation Bureau’s "Pink Sheets." The prices do not include retail markups or markdowns or any commission to the broker-dealer. The bid prices do not necessarily reflect prices in actual transactions. Cash dividends are declared on a quarterly basis and the effects of stock dividends have been stated retroactively in the table below (also see dividend restrictions in Note 11). 

 
Dividends 

 Dividends 

2003

declared

2002

declared

High 

Low 

per share 

High 

Low 

per share 

First quarter 

$

22.47 

$

20.30 

$

0.180 

$

16.75 

$

13.50 

$

0.165 

Second quarter 

28.02 

22.52 

0.185 

17.50 

16.80 

0.170 

Third quarter 

27.40 

26.98 

0.185 

19.35 

17.00 

0.170 

Fourth quarter 

24.75 

22.50 

0.190 

21.80 

19.35 

0.175

TRUST AND INVESTMENT SERVICES FUNDS UNDER MANAGEMENT (MARKET VALUE) 

 
2003 

2002 

INVESTMENTS: 

Bonds 

$

11,806 

$

13,153 

Stock 

22,384 

20,783 

Savings and Money Market Funds 

10,837 

11,168 

Mutual Funds 

22,831 

18,257 

Mortgages 

868 

936 

Real Estate 

994 

816 

Miscellaneous 

193 

29 

Cash 

471 

29 

TOTAL 

$

70,384 

$

65,171 

ACCOUNTS: 

Estates 

$

2,377 

$

1,016 

Trusts 

22,908 

25,134 

Guardianships 

106 

184 

Employee Benefits 

22,088 

19,490 

Investment Management 

18,000 

13,377 

Custodial 

4,905 

5,970 

TOTAL 

$

70,384 

$

65,171


CITIZENS FINANCIAL SERVICES, INC.	35	2003 ANNUAL REPORT

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 

CAUTIONARY STATEMENT 

Forward-looking statements may prove inaccurate. We have made forward-looking statements in this document, and in documents that we incorporate by reference, that are subject to risks and uncertainties. Forward-looking statements include information concerning possible or assumed future results of operations of Citizens Financial Services, Inc., First Citizens National Bank, First Citizens Insurance Agency, Inc. or the combined Company. When we use such words as "believes," "expects," "anticipates," or similar expressions, we are making forward-looking statements. For a variety of reasons, actual results could differ materially from those contained in or implied by forward-looking statements: 

·    Interest rates could change more rapidly or more significantly than we expect. 

·    The economy could change significantly in an unexpected way, which would cause the demand for new loans and the ability of borrowers to repay outstanding loans to change in ways that our models do not anticipate. 

·    The stock and bond markets could suffer a significant disruption, which may have a negative effect on our financial condition and that of our borrowers, and on our ability to raise money by issuing new securities. 

·    It could take us longer than we anticipate to implement strategic initiatives designed to increase revenues or manage expenses, or we may be unable to implement those initiatives at all. 

·    Acquisitions and dispositions of assets could affect us in ways that management has not anticipated. 

·    We may become subject to new legal obligations or the resolution of litigation may have a negative effect on our financial condition. 

·    We may become subject to new and unanticipated accounting, tax, or regulatory practices or requirements. 

INTRODUCTION 

The following is management’s discussion and analysis of the significant changes in the results of operations, capital resources and liquidity presented in its accompanying consolidated financial statements for Citizens Financial Services, Inc., a bank holding company and its subsidiary (the Company). Our Company’s consolidated financial condition and results of operations consist almost entirely of our wholly owned subsidiary’s (First Citizens National Bank) financial conditions and results of operations. Management’s discussion and analysis should be read in conjunction with the audited consolidated financial statements and related notes. Except as noted, tabular information is presented in thousands of dollars. 

Our Company currently engages in the general business of banking throughout our service area of Potter, Tioga and Bradford counties in North Central Pennsylvania and Allegany, Steuben, Chemung and Tioga counties in Southern New York. We maintain our central office in Mansfield, Pennsylvania. Presently we operate banking facilities in Mansfield, Blossburg, Ulysses, Genesee, Wellsboro, Troy, Sayre, Canton, Gillett, Millerton, LeRaysville, Towanda, the Wellsboro Weis Market store and the Mansfield Wal-Mart Super center. Additionally, we have automatic teller machines (ATMs) located in Soldiers and Sailors Memorial Hospital in Wellsboro and at Mansfield University. Our lending and deposit products and investment services are offered primarily within our service area. 

Risk identification and management are essential elements for the successful management of the Company. In the normal course of business, the Company is subject to various types of risk, including interest rate, credit and liquidity risk. 

Interest rate risk is the sensitivity of net interest income and the market value of financial instruments to the direction and frequency of changes in interest rates. Interest rate risk results from various re-pricing frequencies and the maturity structure of the financial instruments owned by the Company. The Company uses its asset/liability and funds management policy to control and manage interest rate risk. 


CITIZENS FINANCIAL SERVICES, INC.	36	2003 ANNUAL REPORT

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 

Credit risk represents the possibility that a customer may not perform in accordance with contractual terms. Credit risk results from loans with customers and the purchasing of securities. The Company’s primary credit risk is in the loan portfolio. The Company manages credit risk by adhering to an established credit policy and through a disciplined evaluation of the adequacy of the allowance for loan losses. Also, the investment policy limits the amount of credit risk that may be taken in the investment portfolio. 

Liquidity risk represents the inability to generate or otherwise obtain funds at reasonable rates to satisfy commitments to borrowers and obligations to depositors. The Company has established guidelines within its asset/liability and funds management policy to manage liquidity risk. These guidelines include contingent funding alternatives. 

Readers should carefully review the risk factors described in other documents our 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 us. 

We face strong competition in the communities we serve from other commercial banks, savings banks, and savings and loan associations, some of which are substantially larger institutions than our subsidiary. In addition, insurance companies, investment-counseling firms, and other business firms and individuals offer personal and corporate trust services. We also compete 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. We not only must compete with traditional financial institutions, but also with other business corporations 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. 

TRUST AND INVESTMENT SERVICES 

Our Trust & Investment Department services range from professional estate settlement services through management of complex trust accounts to investment management and custody of securities. Our Investment and Trust Department manages retirement accounts for many area companies and individuals. We also manage many individual IRAs, both rollover and contributory. 

The Investment Department offers full service brokerage services in selected locations throughout the Bank’s market area and appointments can be made in any First Citizens National Bank branch. 

The Bank offers annuities and life insurance through our insurance subsidiary, First Citizens Insurance Agency, Inc. 

FINANCIAL CONDITION 

The following table presents ending balances (dollars in millions), growth (reduction) and the percentage change during the past two years: 

 
2003 

Increase

%

2002 

Increase

%

2001 

Balance 

(Decrease) 

Change 

Balance 

(Decrease) 

Change 

Balance 

Total assets 

$ 463.9 

$ 31.2 

7.2 

$ 432.7 

$ 11.6 

2.8 

$ 421.1 

Total loans, net 

314.0 

19.2 

6.4 

294.8 

26.3 

9.8 

268.5 

Total investments 

106.6 

5.9 

5.9 

100.7 

(12.9) 

(11.4) 

113.6 

Total deposits 

385.7 

12.6 

3.4 

373.1 

2.6 

0.7 

370.5 

Total stockholders' equity 

38.5 

0.1 

0.3 

38.4 

5.0 

15.0 

33.4

CASH AND CASH EQUIVALENTS 

Cash and cash equivalents totaled $9,951,000 at December 31, 2003 compared to $11,594,000 at December 31, 2002. Non-interest bearing cash decreased $1,549,000 since December 31, 2002, while interest-bearing cash decreased $94,000 during that same time period. 


CITIZENS FINANCIAL SERVICES, INC.	37	2003 ANNUAL REPORT

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 

We believe the Company’s liquidity needs are satisfied by the current balance of cash and cash equivalents, readily available access to traditional funding sources, Federal Home Loan Bank financing, and the portion of the investment and loan portfolios that mature within one year. These sources of funds should permit us to meet cash obligations and off-balance sheet commitments as they come due. 

INVESTMENTS 

Our investment portfolio increased by $5.9 million or 5.9% in 2003 as compared to a decrease of $12.9 million in 2002. Our investment portfolio has increased primarily as a result of a $22 million investment purchase that occurred in December 2003 related to a leveraged transaction. We continued to experience significant cash flow from our mortgage-backed securities monthly principal repayments, which averaged $3,730,000 per month. This, along with the sale of some mortgage-backed securities, and the call of some municipal bonds throughout 2003, allowed excess funds to be used for our continued loan growth. 

During 2003 new investments were made primarily in short-term mortgage-backed securities. Our current investment strategy is to reinvest in short-term mortgage-backed securities as funds become available. 

The following table shows the year-end composition of the investment portfolio for the five years ending December 31: 

Estimated Fair Market Value at December 31, 

2003 

% of 

2002 

% of 

2001 

% of 

2000 

% of 

1999 

% of 

Amount 

Total 

Amount 

Total 

Amount 

Total 

Amount 

Total 

Amount 

Total 

Available-for-sale: 

U. S. Treasury securities 

$ - 

- 

$ - 

- 

$ - 

- 

$ 8,655 

8.8 

$ 13,628 

15.1 

U. S. Agency securities 

1,033 

1.0 

1,052 

1.0 

- 

- 

1,531 

1.6 

- 

- 

Obligations of state & political 

subdivisions 

8,303 

7.8 

12,731 

12.6 

18,543 

16.3 

20,592 

21.0 

19,469 

21.6 

Corporate obligations 

14,674 

13.8 

21,156 

21.0 

12,200 

10.7 

19,710 

20.1 

18,629 

20.7 

Mortgage-backed securities 

78,376 

73.5 

60,801 

60.4 

77,211 

68.0 

38,473 

39.3 

34,045 

37.8 

Other equity securities 

4,201 

3.9 

4,985 

4.9 

5,650 

5.0 

9,023 

9.2 

4,260 

4.7 

Total 

$ 106,587 

100.0 

$ 100,725 

100.0 

$ 113,604 

100.0 

$ 97,984 

100.0 

$ 90,031 

100.0

The expected principal repayments (amortized cost) and average weighted yields for the investment portfolio as of December 31, 2003, are shown below. Expected maturities, which include prepayment speed assumptions for mortgage-back securities, are significantly different than the contractual maturities detailed in Footnote 3 of the Consolidated Financial Statements. Yields on tax-exempt securities are presented on a fully taxable equivalent basis, assuming a 34% tax rate. 

 
Within 

One- 

Five- 

After 

Amortized 

One 

Yield 

Five 

Yield 

Ten 

Yield 

Ten 

Yield 

Cost 

Yield 

Year 

(%) 

Years 

(%) 

Years 

(%) 

Years 

(%) 

Total 

(%) 

Available-for-sale securities: 

U.S. Agency securities 

$ - 

$ 1,005 

4.0 

$ - 

$ - 

$ 1,005 

4.0 

Obligations of state & political 

subdivisions 

4,035 

6.4 

3,547 

7.0 

429 

6.4 

- 

- 

8,011 

6.7 

Corporate obligations 

- 

- 

11,705 

5.5 

1,951 

7.2 

- 

- 

13,656 

5.8 

Mortgage-backed securities 

1,703 

5.3 

70,308 

4.3 

6,069 

3.9 

- 

- 

78,080 

4.3 

Equity securities 

- 

- 

4,387 

5.9 

- 

- 

- 

- 

4,387 

5.9 

Total available-for-sale 

$ 5,738 

6.1 

$ 90,952 

4.6 

$ 8,449 

4.8 

$ - 

- 

$ 105,139 

4.7


CITIZENS FINANCIAL SERVICES, INC.	38	2003 ANNUAL REPORT

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 

Approximately 92% of the amortized cost of debt securities is expected to mature within five years or less. 

Our Company expects that earnings from operations, the high liquidity level of the available-for-sale securities, growth of deposits and the availability of borrowings from the Federal Home Loan Bank will be sufficient to meet future liquidity needs. 

Our Company has no securities from a single issuer representing more than 10% of stockholders’ equity. 

LOANS 

Historically, our Company’s loan customers have been located in North Central Pennsylvania and the Southern Tier of New York. We originate loans 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. We also do a limited amount of indirect loans through new and used car dealers in our primary lending area. 

All lending is governed by a lending policy that is developed and maintained by us and approved by the Board of Directors. Our Company’s real estate loan lending policy generally permits the Bank to lend up to 80% of the appraised value or purchase price (whichever is lower) on owner-occupied residential property, when secured by the first mortgage on the property. Home equity lines of credit or second mortgage loans are generally 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 20 years for commercial and vacation property. 

As shown in the following table, total loans grew by $19.2 million in 2003, or 6.4%. In addition, $22.4 million in conforming mortgage loans were originated and $23.8 million sold in the secondary market through Freddie Mac, providing over $349,000 of income in origination fees and premiums on loans sold, compared to $11.9 million in loans originated and $185,000 of income in 2002. The increased activity in loans sold was primarily a result of the conducive interest rate environment that continued during 2003. Residential mortgage lending is a principal business activity and one we expect to continue. 

Our Company focuses its commercial lending activity on small businesses and our commercial lending officers have attracted new business loans, especially loans to state and political subdivisions. 

The majority of lending activity has been mortgage loans secured by one- to four-family residential property. As of December 31, 2003, residential real estate and real estate construction loans were 58.6% of our total loan portfolio. 

Continuing in 2004, our Company’s primary goal is to be the premier mortgage lender in our market area, with our menu of conforming mortgages (including "jumbo" and low- to moderate-income homebuyer mortgages) through Farmers Home Administration (FmHA). The local economy has started to improve slightly and the average unemployment rate has recently been approximately 5.2% (slightly higher than the state unemployment rate of 4.6%) down from 5.9% in 2002. Loan demand has continued during the last quarter of 2003 for residential mortgages and commercial loans. We believe that our continued emphasis on training branch office personnel and the focus on flexibility and fast "turn around time" will continue to aid in growing our loan portfolio. (Also see the discussion in Footnote 4 of the Consolidated Financial Statements.) 


CITIZENS FINANCIAL SERVICES, INC.	39	2003 ANNUAL REPORT

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 

Five Year Breakdown of Loans by Type 

December 31, 

2003 

2002 

2001 

2000 

1999 

Amount 

%

Amount 

%

Amount 

%

Amount 

%

Amount 

%

Real estate: 

Residential 

$ 180,333 

56.8 

$ 175,323 

58.7 

$ 160,439 

59.0 

$ 151,782 

57.7 

$ 139,518 

60.3 

Commercial 

57,370 

18.1 

47,210 

15.8 

43,174 

15.9 

40,044 

15.2 

32,159 

13.9 

Agricultural 

7,594 

2.4 

9,844 

3.3 

12,169 

4.5 

12,075 

4.6 

9,392 

4.1 

Construction 

5,784 

1.8 

5,009 

1.7 

3,219 

1.2 

3,112 

1.2 

4,359 

1.9 

Loans to individuals 

for household, 

family and other purchases 

13,145 

4.1 

13,915 

4.7 

14,694 

5.4 

15,020 

5.7 

15,540 

6.7 

Commercial and other loans 

16,219 

5.1 

18,564 

6.2 

15,099 

5.6 

17,509 

6.7 

12,313 

5.3 

State & political subdivision loans 

37,212 

11.7 

28,592 

9.6 

22,920 

8.4 

23,444 

8.9 

18,148 

7.8 

Total loans 

317,657 

100.0 

298,457 

100.0 

271,714 

100.0 

262,986 

100.0 

231,429 

100.0 

Less allowance for loan losses 

3,620 

3,621 

3,250 

2,777 

2,270 

Net loans 

$ 314,037 

$ 294,836 

$ 268,464 

$ 260,209 

$ 229,159

 
2003/2002 

2002/2001 

Change 

Change 

Amount 

 %

Amount 

 %

Real estate: 

Residential 

$

5,010 

2.9 

$

14,884 

9.3 

Commercial 

10,160 

21.5 

4,036 

9.3 

Agricultural 

(2,250 

) 

(22.9 

) 

(2,325 

) 

(19.1 

) 

Construction 

775 

15.5 

1,790 

55.6 

Loans to individuals 

for household, 

family and other purchases 

(770 

) 

(5.5 

) 

(779 

) 

(5.3 

) 

Commercial and other loans 

(2,345 

) 

(12.6 

) 

3,465 

22.9 

State & political subdivision loans 

8,620 

30.1 

5,672 

24.7 

Total loans 

$

19,200 

6.4

	Amortized		Estimated
	Cost		Fair Value

Available-for-sale securities:
Due in one year or less	$	2	$	2
Due after one year through five years		14,725		15,494
Due after five years through ten years		63,790		64,126
Due after ten years		22,235		22,764

Total	$	100,752	$	102,386

December 31, 2003

	Carrying		Estimated
	Amount		Fair Value

Financial assets:
Cash and due from banks	$	9,951	$	9,951
Available-for-sale securities		106,587		106,587
Net loans		314,037		322,813
Bank owned life insurance		7,142		7,142
Regulatory stock		2,540		2,540
Accrued interest receivable		1,703		1,703

Financial liabilities:
Deposits	$	385,691	$	391,282
Borrowed funds		27,796		27,998
Notes payable		7,500		7,500
Accrued interest payable		1,888		1,888

(dollars in thousands, except per share data)		2003		2002
BALANCE SHEET

Assets	$	463,878	$	432,658
Deposits		385,691		373,051
Net Loans		314,037		294,836
Investments		106,587		100,725
Stockholders' Equity		38,529		38,406

STATEMENT OF INCOME

Interest Income		25,615		27,377
Interest Expense		8,826		10,404
Net Interest Income		16,789		16,973
Net Income		4,879		5,595

PER SHARE DATA

Net Income		1.72		1.96
Cash Dividends		0.74		0.68

TRUST DEPARTMENT

Trust Assets Managed		70,384		65,171

	To Our Shareholders, Customers and Friends, The year 2003 was one in which significant changes occurred at Citizens Financial Services, Inc. After serving 22 years as President, Richard E. Wilber announced his retirement. He presided over years of growth and prosperity, and the excellent condition of the Company is testament to his leadership. As Interim President I am pleased to report that the Company is continuing to prosper, this in great part due to the able staff Dick had in place at the time of his retirement. A change in leadership can often lead to other changes, such as the loss of key management team members or even something more significant such as a change in ownership. In our case, however, neither occurred. The Board of Directors immediately decided that Citizens Financial Services, Inc. will remain independent. To date, key individuals remain on-board and committed to the success of the Company. We believe our reputation as a quality financial services provider in the three counties we serve will provide a solid foundation for continued growth. The search for the next President is well underway. Needless to say, the process is moving forward carefully and deliberately to ensure we select an individual who is well suited to effectively lead a growing, rural community bank. The shareholders and public will be notified soon after the appointment is made.

	These are interesting and unusual economic times. The long period of low interest rates is having considerable impact on the performance of the First Citizens National Bank (the "Bank"), the wholly owned subsidiary of Citizens Financial Services, Inc. In such an environment, the lower rates paid on deposit accounts result in reduced interest expense to the Bank. For the same reason, loan demand increases, especially home mortgages. In fact, in 2003, the Bank originated a record number of loans making us again the number one mortgage lender in the Northern Tier. However, lower interest rates also fuel refinancing which leads to less than expected interest income. These issues challenge banks to effectively manage their net interest income margin in order to continue to experience positive growth in net interest income. I am pleased to report that we succeeded in this challenge by maintaining a net interest margin above peers for the second consecutive year. The low interest rate environment inevitably challenges the Bank’s management of its investment portfolio. During 2003 we continued to experience significant cash flow from our mortgage backed securities monthly principal repayments, the proceeds of which were used to support our continued loan growth. Thus it is not surprising the income from the portfolio was less than in 2002.

	December 31,
(in thousands)	2003			2002
ASSETS:
Cash and due from banks:
Noninterest-bearing	$	9,624		$	11,173
Interest-bearing		327			421

Total cash and cash equivalents		9,951			11,594
Available-for-sale securities		106,587			100,725
Loans (net of allowance for loan losses
2003, $3,620; 2002, $3,621)		314,037			294,836
Premises and equipment		10,645			11,245
Accrued interest receivable		1,703			1,976
Goodwill		6,905			6,905
Core deposit intangible		978			1,413
Bank owned life insurance		7,142			-
Other assets		5,930			3,964

TOTAL ASSETS	$	463,878		$	432,658

LIABILITIES:
Deposits:
Noninterest-bearing	$	46,820		$	40,143
Interest-bearing		338,871			332,908

Total deposits		385,691			373,051
Borrowed funds		27,796			17,027
Notes payable		7,500			-
Accrued interest payable		1,888			2,077
Other liabilities		2,474			2,097

TOTAL LIABILITIES		425,349			394,252

STOCKHOLDERS' EQUITY:
Common Stock
$1.00 par value; authorized 10,000,000 shares;
issued 2,909,849 and 2,882,070
shares in 2003 and 2002, respectively		2,910			2,882
Additional paid-in capital		10,213			9,473
Retained earnings		26,455			24,447

TOTAL		39,578			36,802
Accumulated other comprehensive income		956			2,553
Less: Treasury stock, at cost
96,962 and 55,162 shares for 2003 and 2002, respectively		(2,005	)		(949	)
TOTAL STOCKHOLDERS' EQUITY		38,529			38,406

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	463,878		$	432,658

See accompanying notes to consolidated financial statements.

	Year Ended December 31,
(in thousands, except per share data)		2003		2002		2001

INTEREST INCOME:
Interest and fees on loans	$	21,593	$	21,600	$	22,163
Interest-bearing deposits with banks		29		65		547
Investment securities:
Taxable		3,222		4,711		4,969
Nontaxable		457		634		853
Dividends		314		367		493

TOTAL INTEREST INCOME		25,615		27,377		29,025

INTEREST EXPENSE:
Deposits		8,501		10,012		13,839
Borrowed funds		325		392		467

TOTAL INTEREST EXPENSE		8,826		10,404		14,306

NET INTEREST INCOME		16,789		16,973		14,719
Provision for loan losses		435		435		445

NET INTEREST INCOME AFTER PROVISION FOR
LOAN LOSSES		16,354		16,538		14,274

NON-INTEREST INCOME:
Service charges		3,018		3,130		2,527
Trust		622		562		578
Gains on loans sold		349		185		31
Realized securities gains, net		553		254		657
Other		770		915		496
TOTAL NON-INTEREST INCOME		5,312		5,046		4,289

NON-INTEREST EXPENSES:
Salaries and employee benefits		8,304		7,120		6,597
Occupancy		1,025		998		992
Furniture and equipment		713		881		966
Professional fees		694		667		494
Amortization of intangibles		435		457		1,015
Other		4,330		4,103		3,977

TOTAL NON-INTEREST EXPENSES		15,501		14,226		14,041

Income before provision for income taxes		6,165		7,358		4,522
Provision for income taxes		1,286		1,763		765

NET INCOME	$	4,879	$	5,595	$	3,757

NET INCOME - EARNINGS PER SHARE	$	1.72	$	1.96	$	1.32

CASH DIVIDENDS PER SHARE	$	0.74	$	0.68	$	0.64

See accompanying notes to consolidated financial statements.

					Accumulated
			Additional		Other
	Common Stock		Paid-in	Retained	Comprehensive	Treasury
(in thousands, except share data)	Shares	Amount	Capital	Earnings	Income(Loss)	Stock	Total

Balance, December 31, 2000	2,827,409	$ 2,827	$ 8,670	$ 19,657	$ 344	$ (949)	$ 30,549

Comprehensive income:
Net income				3,757			3,757
Change in net unrealized gain on securities
available-for-sale, net of taxes of $448					869		869

Total comprehensive income							4,626
Stock dividend	27,173	28	347	(375)
Cash dividends, $.64 per share				(1,786)			(1,786)

Balance, December 31, 2001	2,854,582	2,855	9,017	21,253	1,213	(949)	33,389

Comprehensive income:
Net income				5,595			5,595
Change in net unrealized gain on securities
available-for-sale, net of taxes of $690					1,340		1,340

Total comprehensive income							6,935
Stock dividend	27,488	27	456	(483)
Cash dividends, $.68 per share				(1,918)			(1,918)

Balance, December 31, 2002	2,882,070	2,882	9,473	24,447	2,553	(949)	38,406

Comprehensive income:
Net income				4,879			4,879
Change in net unrealized loss on securities
available-for-sale, net of tax benefit of $823					(1,597)		(1,597)

Total comprehensive income							3,282
Stock dividend	27,779	28	740	(768)
Purchase of treasury stock (41,800 shares)						(1,056)	(1,056)
Cash dividends, $.74 per share				(2,103)			(2,103)

Balance, December 31, 2003	2,909,849	$ 2,910	$ 10,213	$ 26,455	$ 956	$ (2,005)	$ 38,529

	2003			2002			2001

Components of comprehensive income (loss):
Change in net unrealized gain (loss) on investment
securities available-for-sale	$	(1,232	)	$	1,508		$	1,303
Realized gains included in net income, net
of taxes of $188, $86 and $223		(365	)		(168	)		(434	)

Total	$	(1,597	)	$	1,340		$	869

See accompanying notes to consolidated financial statements.

			Gross		Gross
			Unrealized		Unrealized		Estimated
	Amortized		Holding		Holding		Fair
December 31, 2002	Cost		Gains		Losses		Value

Available-for-sale securities:
U.S. Agency securities	$	1,008	$	44	$	-	$	1,052
Obligations of state and
political subdivisions		12,424		307		-		12,731
Corporate obligations		19,845		1,311		-		21,156
Mortgage-backed securities		58,913		1,888		-		60,801
Equity securities		4,667		318		-		4,985

Total available-for-sale	$	96,857	$	3,868	$	-	$	100,725

	Years Ended December 31,
	2003			2002			2001

Balance, beginning of year	$	3,621		$	3,250		$	2,777
Provision charged to income		435			435			445
Recoveries on loans previously
charged against the allowance		116			115			175

		4,172			3,800			3,397
Loans charged against the allowance		(552	)		(179	)		(147	)

Balance, end of year	$	3,620		$	3,621		$	3,250

		December 31, 2003
		Past Due		Past Due
		30 - 89 days		90 days or more		Nonaccrual

Real estate loans		$	1,420	$	170	$	2,491
Installment loans			167		12		13
Credit cards and related loans			27		-		-
Commercial and all other loans			38		3		-

Total		$	1,652	$	185	$	2,504

	December 31, 2002
			Past Due		Past Due
			30 - 89 days		90 days or more		Nonaccrual

Real estate loans		$	1,744	$	-	$	2,980
Installment loans			307		29		-
Credit cards and related loans			36		3		-
Commercial and all other loans			145		7		-

Total		$	2,232	$	39	$	2,980

	2004		$ 79,182
	2005		44,453
	2006		30,384
	2007		29,691
	2008		15,356
	Thereafter		2,493
	Total certificates of deposit		$ 201,559

	Securities
	Sold Under												Capital			Total
	Agreements to			TT&L			FHLB			Term			Lease			Borrowed
(dollars in thousands)	Repurchase(a)			Borrowings(b)			Advances(c)			Loans(d)			Obligations			Funds

2003
Balance at December 31	$	8,495		$	2,203		$	1,160		$	15,938		$	-		$	27,796
Highest balance at any month-end		14,460			4,602			8,670			15,938			-			43,670
Average balance		10,019			461			2,322			1,167			-			13,969
Weighted average interest rate:
Paid during the year		2.44	%		2.08	%		1.29	%		2.46	%		0.00	%		2.24	%
As of year-end		2.50	%		0.94	%		1.03	%		2.05	%		0.00	%		2.05	%

2002
Balance at December 31	$	7,647		$	-		$	7,380		$	2,000		$	-		$	17,027
Highest balance at any month-end		14,897			-			7,380			2,000			20			24,297
Average balance		11,096			-			1,208			2,000			6			14,310
Weighted average interest rate:
Paid during the year		2.69	%		-			1.59	%		3.64	%		4.93	%		2.73	%
As of year-end		2.94	%		-			1.31	%		3.13	%		0.00	%		2.25	%

2001
Balance at December 31	$	8,322		$	-		$	2,965		$	2,000		$	24		$	13,311
Highest balance at any month-end		10,758			-			2,965			2,000			67			15,790
Average balance		8,752			-			47			2,000			49			10,848
Weighted average interest rate:
Paid during the year		4.31	%		-			2.00	%		5.94	%		4.93	%		4.60	%
As of year-end		3.20	%		-			1.88	%		3.61	%		4.90	%		2.97	%

		December 31,		December 31,
Interest Rate	Maturity	2003		2002

Variable:
(e)	August 31, 2004	$ 938		$ 2,000
Fixed:
1.28%	January 20, 2004	5,000
1.81%	June 17, 2005	3,000
2.45%	June 19, 2006	4,000
2.76%	December 18, 2006	3,000

Total term loans		$	15,938	$	2,000

2004	$	15,445
2005		420
2006		11,215
2007		716
2008		7,500

Total borrowed funds	$	35,296

	Pension Benefits

	2003			2002
Change in benefit obligation
Benefit obligation at beginning of year	$	3,926		$	3,342
Service cost		340			269
Interest cost		267			229
Amendments		222			74
Assumption change		117			96
Benefits paid		(87	)		(84	)

Benefit obligation at end of year		4,785			3,926

Change in plan assets
Fair value of plan assets at beginning of year		3,117			3,181
Actual return on plan assets		530			(371	)
Employer contribution		454			391
Benefits paid		(87	)		(84	)

Fair value of plan assets at end of year		4,014			3,117

Funded status		(771	)		(809	)
Transition adjustment		(25	)		(39	)
Unrecognized prior service cost (benefit)		23			21
Unrecognized net gain from past experience
different from that assumed		1,007			1,010

Prepaid benefit cost	$	234		$	183

	Plan Assets
	at December 31
	2003		2002

Equity securities	67.4	%	55.2	%
Debt securities	30.3		29.0
Other	2.3		15.8

Total	100.0	%	100.0	%

	2003			2002

Deferred tax assets:
Allowance for loan losses	$	1,038		$	1,038
Deferred compensation		546			243
Goodwill and core deposit intangibles		19			108
Merger & acquisition costs		24			34
Foreclosed assets held for sale		3			-

Total		1,630			1,423


Deferred tax liabilities:
Unrealized gains on available-for-sale securities		(492	)		(1,315	)
Depreciation and amortization		(301	)		(259	)
Bond accretion		(81	)		(126	)
Pension expense		(80	)		(62	)
Loan fees and costs		(77	)		(69	)
Mortgage servicing rights		(88	)		(45	)

Total		(1,119	)		(1,876	)

Deferred tax asset (liability), net	$	511		$	(453	)

December 31, 2002

	Carrying		Estimated
	Amount		Fair Value

Financial assets:
Cash and due from banks	$	11,594	$	11,594
Available-for-sale securities		100,725		100,725
Net loans		294,836		297,913
Regulatory stock		1,529		1,529
Accrued interest receivable		1,976		1,976

Financial liabilities:
Deposits	$	373,051	$	375,007
Borrowed funds		17,028		17,080
Accrued interest payable		2,077		2,077

	For the Year Ended
	December 31,
	2003		2002		2001

Goodwill amortization	$	-	$	-	$	512
Net Income		4,879		5,595		3,757
Addback: Goodwill amortization (net of tax)		-		-		338

Adjusted net income	$	4,879	$	5,595	$	4,095

Basic earnings per share:
Net income	$	1.72	$	1.96	$	1.32
Goodwill amortization		-		-		0.12

Adjusted basic earnings per share	$	1.72	$	1.96	$	1.44

	Core deposit
	intangibles

For the year ended December 31, 2004	$ 435
For the year ended December 31, 2005	435
For the year ended December 31, 2006	108
For the year ended December 31, 2007	-
For the year ended December 31, 2008	-

	Three Months Ended
2002	Mar 31		Jun 30		Sep 30		Dec 31

Interest income	$	6,867	$	6,825	$	6,894	$	6,791
Interest expense		2,723		2,632		2,558		2,491

Net interest income		4,144		4,193		4,336		4,300
Provision for loan losses		120		90		90		135
Non-interest income		1,201		1,154		1,177		1,260
Realized securities gains, net		30		186		38		-
Non-interest expenses		3,467		3,590		3,571		3,598

Income before provision for income taxes		1,788		1,853		1,890		1,827
Provision for income taxes		428		438		459		438

Net income	$	1,360	$	1,415	$	1,431	$	1,389

Earnings Per Share	$	0.48	$	0.50	$	0.50	$	0.49

(dollar amounts in thousands)	2003		2002		2001		2000			1999

Interest income	$	25,615	$	27,377	$	29,025	$	26,226		$	23,546
Interest expense		8,826		10,404		14,306		14,238			12,066

Net interest income		16,789		16,973		14,719		11,988			11,480
Provision for loan losses		435		435		445		610			475

Net interest income after provision
for loan losses		16,354		16,538		14,274		11,378			11,005
Non-interest income		4,759		4,792		3,632		2,670			2,345
Realized securities gains (losses), net		553		254		657		(9	)		279
Non-interest expenses		15,501		14,226		14,041		10,187			9,033

Income before provision for income taxes and
extraordinary item		6,165		7,358		4,522		3,852			4,596
Provision for income taxes		1,286		1,763		765		644			1,043

Net income	$	4,879	$	5,595	$	3,757	$	3,208		$	3,553

Per share data:
Net income (1)	$	1.72	$	1.96	$	1.32	$	1.12		$	1.22
Cash dividends (1)		0.740		0.680		0.640		0.600			0.560
Book value (1)		13.70		13.45		11.70		10.69			9.33

Total investments	$	106,587	$	100,725	$	113,604	$	97,984		$	90,031
Loans, net (2)		314,037		294,836		268,464		260,209			229,159
Total assets (2)		463,878		432,658		421,110		413,332			340,779
Total deposits (2)		385,691		373,051		370,474		367,785			284,318
Stockholders' equity		38,529		38,406		33,389		30,549			27,082

(1) Amounts were adjusted to reflect stock dividends
(2) Amounts in 2000 reflect the acquisition of branches in the fourth quarter of 2000

	2003		2002

INVESTMENTS:
Bonds	$	11,806	$	13,153
Stock		22,384		20,783
Savings and Money Market Funds		10,837		11,168
Mutual Funds		22,831		18,257
Mortgages		868		936
Real Estate		994		816
Miscellaneous		193		29
Cash		471		29
TOTAL	$	70,384	$	65,171

ACCOUNTS:
Estates	$	2,377	$	1,016
Trusts		22,908		25,134
Guardianships		106		184
Employee Benefits		22,088		19,490
Investment Management		18,000		13,377
Custodial		4,905		5,970
TOTAL	$	70,384	$	65,171

	2003	Increase	%	2002	Increase	%	2001
	Balance	(Decrease)	Change	Balance	(Decrease)	Change	Balance

Total assets	$ 463.9	$ 31.2	7.2	$ 432.7	$ 11.6	2.8	$ 421.1
Total loans, net	314.0	19.2	6.4	294.8	26.3	9.8	268.5
Total investments	106.6	5.9	5.9	100.7	(12.9)	(11.4)	113.6
Total deposits	385.7	12.6	3.4	373.1	2.6	0.7	370.5
Total stockholders' equity	38.5	0.1	0.3	38.4	5.0	15.0	33.4

Estimated Fair Market Value at December 31,
	2003	% of	2002	% of	2001	% of	2000	% of	1999	% of
	Amount	Total	Amount	Total	Amount	Total	Amount	Total	Amount	Total

Available-for-sale:
U. S. Treasury securities	$ -	-	$ -	-	$ -	-	$ 8,655	8.8	$ 13,628	15.1
U. S. Agency securities	1,033	1.0	1,052	1.0	-	-	1,531	1.6	-	-
Obligations of state & political
subdivisions	8,303	7.8	12,731	12.6	18,543	16.3	20,592	21.0	19,469	21.6
Corporate obligations	14,674	13.8	21,156	21.0	12,200	10.7	19,710	20.1	18,629	20.7
Mortgage-backed securities	78,376	73.5	60,801	60.4	77,211	68.0	38,473	39.3	34,045	37.8
Other equity securities	4,201	3.9	4,985	4.9	5,650	5.0	9,023	9.2	4,260	4.7

Total	$ 106,587	100.0	$ 100,725	100.0	$ 113,604	100.0	$ 97,984	100.0	$ 90,031	100.0

	Within		One-		Five-		After		Amortized
	One	Yield	Five	Yield	Ten	Yield	Ten	Yield	Cost	Yield
	Year	(%)	Years	(%)	Years	(%)	Years	(%)	Total	(%)

Available-for-sale securities:
U.S. Agency securities	$ -		$ 1,005	4.0	$ -		$ -		$ 1,005	4.0
Obligations of state & political
subdivisions	4,035	6.4	3,547	7.0	429	6.4	-	-	8,011	6.7
Corporate obligations	-	-	11,705	5.5	1,951	7.2	-	-	13,656	5.8
Mortgage-backed securities	1,703	5.3	70,308	4.3	6,069	3.9	-	-	78,080	4.3
Equity securities	-	-	4,387	5.9	-	-	-	-	4,387	5.9

Total available-for-sale	$ 5,738	6.1	$ 90,952	4.6	$ 8,449	4.8	$ -	-	$ 105,139	4.7

Five Year Breakdown of Loans by Type
December 31,

	2003		2002		2001		2000		1999
	Amount	%	Amount	%	Amount	%	Amount	%	Amount	%

Real estate:
Residential	$ 180,333	56.8	$ 175,323	58.7	$ 160,439	59.0	$ 151,782	57.7	$ 139,518	60.3
Commercial	57,370	18.1	47,210	15.8	43,174	15.9	40,044	15.2	32,159	13.9
Agricultural	7,594	2.4	9,844	3.3	12,169	4.5	12,075	4.6	9,392	4.1
Construction	5,784	1.8	5,009	1.7	3,219	1.2	3,112	1.2	4,359	1.9
Loans to individuals
for household,
family and other purchases	13,145	4.1	13,915	4.7	14,694	5.4	15,020	5.7	15,540	6.7
Commercial and other loans	16,219	5.1	18,564	6.2	15,099	5.6	17,509	6.7	12,313	5.3
State & political subdivision loans	37,212	11.7	28,592	9.6	22,920	8.4	23,444	8.9	18,148	7.8


Total loans	317,657	100.0	298,457	100.0	271,714	100.0	262,986	100.0	231,429	100.0
Less allowance for loan losses	3,620		3,621		3,250		2,777		2,270

Net loans	$ 314,037		$ 294,836		$ 268,464		$ 260,209		$ 229,159

	2003/2002						2002/2001
	Change						Change
	Amount			%			Amount			%

Real estate:
Residential	$	5,010			2.9		$	14,884			9.3
Commercial		10,160			21.5			4,036			9.3
Agricultural		(2,250	)		(22.9	)		(2,325	)		(19.1	)
Construction		775			15.5			1,790			55.6
Loans to individuals
for household,
family and other purchases		(770	)		(5.5	)		(779	)		(5.3	)
Commercial and other loans		(2,345	)		(12.6	)		3,465			22.9
State & political subdivision loans		8,620			30.1			5,672			24.7
Total loans	$	19,200			6.4