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Proc-Type: 2001,MIC-CLEAR
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Part I
FINANCIAL INFORMATION
PAGE
Item I -
Financial Statements (unaudited)
Consolidated Balance Sheet as of September 30, 2004 and December 31, 2003
1
Consolidated Statement of Income for the Three Months and Nine Months Ended September 30, 2004 and 2003
2
Consolidated Statement of Comprehensive Income for the Three Months and Nine Months Ended September 30, 2004 and 2003
3
Consolidated Statement of Cash Flows for the Nine Months Ended September 30, 2004 and 2003
4
Notes to Consolidated Financial Statements
5-6
Item 2 -
Managements Discussion and Analysis of Financial Condition and Results of Operations
7-20
Item 3 -
Quantitative and Qualitative Disclosure About Market Risk
21
Item 4 -
Controls and Procedures
21
Part II
OTHER INFORMATION
Item 1 -
Legal Proceedings
22
Item 2 -
Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities
22
Item 3 -
Defaults upon Senior Securities
22
Item 4 -
Submission of Matters to a Vote of Security Holders
22
Item 5 -
Other Information
23
Item 6 -
Exhibits and Reports on Form 8-K
24
Signatures
24
1
2
3
4
5
ACQUISITIONS
6
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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 implementing 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.
7
Credit risk represents the possibility that a customer may not perform in accordance with contractual terms. Credit risk results from loans with customers and purchasing of securities. The Companys 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.
8
INVESTMENTS
9
Although loan demand has slowed compared to the refinancing boom we have experienced the last several years, we expect to continue to generate additional loan volume through the expanding of existing relationships, especially from the new recently acquired relationships and the hiring of a new commercial lender in our east region.
10
11
The Company has also complied with standards of well capitalized mandated by the banking regulators. The Companys primary regulators have established risk-based capital requirements designed to measure capital adequacy. Risk-based capital ratios reflect the relative risks associated with various assets entities hold in their portfolios. A weight category of 0% (lowest risk assets), 20%, 50%, or 100% (highest risk assets), is assigned to each asset on the balance sheet. The Companys computed risk-based capital ratios are as follows (dollars in thousands):
12
13
%
%
%
14
We continued to experience an attractive interest margin percentage during the first nine months of 2004. However, our margin is continuing to narrow as a result of a flatter yield curve compared to the same period last year. Most of the Company's investments, loans, deposits and borrowings are priced or re-priced along the three month to five-year portion of the yield curve. Our net interest margin should improve as a more normal yield curve develops. We continue to review various investment and pricing strategies to enhance deposit growth while maintaining or expanding the current interest margin.
The following table shows the effect of changes in volume and rate on interest income and expense. Tax-exempt interest revenue is shown on a tax-equivalent basis for proper comparison using a statutory federal income tax rate of 34%:
15
PROVISION FOR LOAN LOSSES
16
NON-INTEREST EXPENSES
17
18
19
Management expects loan growth (excluding the Acquisition) for the year to be between 5 and 8 percent. The Companys loan to deposit ratio has increased through the first nine months to 86.43% compared to 82.36% at year-end 2003 as deposit growth has been positive during the first nine months and is expected to remain favorable throughout 2004. Overall, deposits have grown approximately 6% since year-end 2003 and are expected to increase moderately for the balance of the year.
20
Item 3-Quantitative and Qualitative Disclosure About Market Risk
21
PART II - OTHER INFORMATION AND SIGNATURES
22
(3)(i)
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Articles of Incorporation of the Corporation, as amended. (Incorporated by Reference to Exhibit (3)(ii) to the Quarterly Report of Form 10-Q for the period ended December 31, 1999, as filed with the Commission on May 11,2000.)
(3)(ii)
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By-laws of the Corporation, as amended. (Incorporated by Reference to Exhibit (3)(ii) to the Annual Report of Form 10-K for the fiscal year ended December 31, 2003, as filed with the Commission on April 29, 2004.)
(4)
-
Instruments Defining the Rights of Stockholders. (Incorporated by reference to the Registrant's Registration Statement No.2-89103 on Form S-14, as filed with the Commission on February 17, 1984.)
(10)
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Material Contracts. Consulting and Non-Compete Agreement with Richard E. Wilber, Former Executive Officer of our company. (Incorporated by Reference to Exhibit (10) to the Annual Report of Form 10-K for the fiscal year ended December 31, 2003, as filed with the Commission on March 18, 2004.)
(31.1)
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302 Certification of Principal Executive Officer
(31.2)
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302 Certification of Principal Accounting Officer
(32.1)
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Certification of Principal Executive Officer
(32.2)
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Certification of Principal Accounting Officer
(99.1)
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Independent accountant's review of financial statements for the period ended September 30, 2004.
23
November 3, 2004
November 3, 2004
/s/ Randall E. Black
/s/ Mickey L. Jones
by: Randall E. Black
President
(Principal Executive Officer)
by: Mickey L. Jones
Chief Financial Officer
(Prinicipal Accounting Officer)
24
Exhibit 31.1
302 Certification of Chief Executive Officer
I, Randall E. Black, certify that:
1. I have reviewed this Form 10-Q of Citizens Financial Services, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) [intentionally omitted]
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date: November 3, 2004 |
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/s/ Randall E. Black |
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By: Randall E. Black Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.2
302 Certification of Chief Financial Officer
I, Mickey L. Jones, certify that:
1. I have reviewed this Form 10-Q of Citizens Financial Services, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) [intentionally omitted]
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date: November 3, 2004 |
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/s/ Mickey L. Jones |
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By: Mickey L. Jones Chief Financial Officer (Principal Accounting Officer) |
EXHIBIT 32.1
Certification Pursuant To
18 U.S.C. Section 1350
As Added By
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of Citizens Financial Services, Inc. (the "Company") on Form 10-Q (the "Report") for the period ending September 30, 2004 as filed with the Securities and Exchange Commission, I, Randall E. Black, President and Chief Executive Officer, of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. |
The Report fully complies with the requirements of section 13(a) or 15 (d) of the Securities Exchange Act of 1934; and |
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2. |
To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report. |
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Date: November 3, 2004 |
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/s/ Randall E. Black |
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By: Randall E. Black |
The signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
EXHIBIT 32.2
Certification Pursuant To
18 U.S.C. Section 1350
As Added By
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of Citizens Financial Services, Inc. (the "Company") on Form 10-Q (the "Report") for the period ending September 30, 2004 as filed with the Securities and Exchange Commission, I, Mickey L. Jones, Chief Financial Officer, of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. |
The Report fully complies with the requirements of section 13(a) or 15 (d) of the Securities Exchange Act of 1934; and |
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2. |
To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report. |
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Date: November 3, 2004 |
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/s/ Mickey L. Jones |
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By: Mickey L. Jones |
The signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 99
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Stockholders and the Board of Directors of
Citizens Financial Services, Inc.
We have reviewed the accompanying consolidated balance sheet of Citizens Financial Services, Inc. and subsidiary as of September 30, 2004, and the related consolidated statements of income and comprehensive income for the three-month and nine-month periods ended September 30, 2004 and 2003, and the consolidated statement of cash flows for the nine-month periods ended September 30, 2004 and 2003. These consolidated financial statements are the responsibility of the Companys management.
We conducted our review in accordance with standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet as of December 31, 2003, and the related consolidated statements of income, changes in stockholders equity, and cash flows for the year then ended (not presented herein), and in our report dated January 16, 2004, except for Note 18, as to which the date is February 25, 2004, we expressed an unqualified opinion on those consolidated financial statements.
Wexford, PA
October 21, 2004
S.R. Snodgrass, A.C. * 1000 Stonewood Drive, Suite 200 * Wexford, Pennsylvania 15090-8399 * Phone: (724) 934-0344 * Facsimile: (724) 934-0345
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