Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 27, 2023

CITIZENS FINANCIAL SERVICES INC

(Exact name of registrant as specified in its charter)

Pennsylvania		001-41410		23-2265045
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

15 S MAIN ST MANSFIELD, Pennsylvania		16933
(Address of principal executive offices)		(Zip code)

Registrant's telephone number, including area code (570) 662-0444

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $1.00 Per Share	CZFS	NASDAQ Capital Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure.

Citizens Financial Services, Inc. (the “Company”) intends to use the materials furnished herewith in one or more meetings with investors beginning on November 27, 2023. A copy of the investor presentation is furnished hereto as Exhibit 99.1 and is hereby incorporated by reference herein.

The information contained in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information or exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

(d)

Exhibits


Exhibit Number		Description

99.1		Third Quarter 2023 Investor Presentation

104		Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CITIZENS FINANCIAL SERVICES, INC.

November 27, 2023	By:	/s/ Stephen J. Guillaume
		Stephen J. Guillaume
		Chief Financial Officer

19 21 65 59 74 150 0 113 186 83 84 84 248 157 56 Investor Presentation 3rd Quarter 2023 Financial information

Legal Disclosures Forward-Looking Statements (p. 1 of 2) 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 the Company, the Bank, First Citizens Insurance, Realty or the Company on a consolidated basis. When we use words such as “believes,” “expects,” “anticipates,” or similar expressions, we are making forward-looking statements. Forward-looking statements may prove inaccurate. For a variety of reasons, actual results could differ materially from those contained in or implied by forward-looking statements: •The continuing impact of the COVID-19 pandemic may have an adverse effect on our business and operations, our customers, including their ability to make timely loan payments, our service providers, and on the economy and financial markets more significant that we expect. •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 financial 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, including expansions, designed to increase revenues or manage expenses, or we may be unable to implement those initiatives at all. •Acquisitions and dispositions of assets and companies 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 or operating results. •We may become subject to new and unanticipated accounting, tax, regulatory or compliance practices or requirements. Failure to comply with any one or more of these requirements could have an adverse effect on our operations. •We could experience greater loan delinquencies than anticipated, adversely affecting our earnings and financial condition. •We could experience greater losses than expected due to the ever increasing volume of information theft and fraudulent scams impacting our customers and the banking industry. •We could lose the services of some or all of our key personnel, which would negatively impact our business because of their business development skills, financial expertise, lending experience, technical expertise and market area knowledge.

Legal Disclosures Forward-Looking Statements (p. 2 of 2) •The agricultural economy is subject to extreme swings in both the costs of resources and the prices received from the sale of products as a result of weather, government regulations, international trade agreements and consumer tastes, which could negatively impact certain of our customers. •Loan concentrations in certain industries could negatively impact our results, if financial results or economic conditions deteriorate. •Companies providing support services related to the exploration and drilling of the natural gas reserves in our market area may be affected by federal, state and local laws and regulations such as restrictions on production, permitting, changes in taxes and environmental protection, which could negatively impact our customers and, as a result, negatively impact our loan and deposit volume and loan quality. Additionally, the activities the companies providing support services related to the exploration and drilling of the natural gas reserves may be dependent on the market price of natural gas. As a result, decreases in the market price of natural gas could also negatively impact these companies, our customers. Additional factors are discussed in this Annual Report on Form 10-K under “Item 1A. Risk Factors.” These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Forward-looking statements speak only as of the date they are made and the Company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date of the forward-looking statements or to reflect the occurrence of unanticipated events. Accordingly, past results and trends should not be used by investors to anticipate future results or trends.

About Citizens Financial Services, Inc.

Company Profile Lines of Business Retail Banking Commercial Consumer Fee Businesses Retail Banking with 43 branches and 31 ATMs Mobile & Online Banking C&I Lending SBA Lending Treasury Management Card & Payment Services Business Banking Home Lending Personal Lending Indirect Auto Lending Secured & Unsecured Consumer Loans Retail Plan Admin / Custody Services Business, Personal, & Life Insurance Institutional Life Insurance Brokerage & Advisory Services Trust Services Financial Highlights Assets: $3.0B Gross Loans: $2.2B Deposits: $2.3B YTD Core ROAA(3): 1.09% YTD Core ROATCE(3): 13.56% Company Overview (1) Market Cap as of November 21, 2023 (2) Branches & Employees data as of October 30, 2023; including recently closed acquisition of HV Bancorp, Inc. (3) Please see appendix for non-GAAP reconciliations Note: Holding Company data shown; Data as of September 30, 2023 Completed Acquisition of HV Bancorp, Inc. in June 2023

Financial Highlights (1) Please see appendix for non-GAAP reconciliations Highlights Profitability Balance Sheet Credit 2023Q3 vs. 2023Q2 2023Q3 Diluted EPS $1.61 Core EPS(1) $1.67 Net Income $7.5M Core Earnings(1) $7.8M ROACE 10.10% Core ROACE(1) 10.50% Net Interest Margin 3.29% vs. 3.17% ROAA 1.02% vs. -0.68% Core ROAA(1) 1.06% vs. 1.03% Core PTPP ROATCE(1) 14.94% vs. 12.00% Total Assets $3.0B 2.3% Growth Total Loans and Leases $2.2B 3.9% Growth Total Deposits $2.3B 3.0% Growth NPAs / Assets Ratio 0.46% vs. 0.47% NPLs / Gross Loans Ratio 0.58% vs. 0.60% Reserves / NPLs Ratio 163.3% vs. 165.6%

Experienced Leadership Executive Management Randy Black CEO, President & Vice Chairman Mr. Randall E. Black, also known as Randy, serves as Director at Federal Reserve Bank of Philadelphia. Mr. Black has been the Chief Executive Officer of Citizens Financial Services, Inc. and First Citizens National Bank since April 20, 2004. Mr. Black is President of 1st Realty of PA, LLC, a subsidiary of First Citizens Community Bank. He served as Principal Accounting Officer of Citizens Financial Services, Inc. since 2001 and also served as its Principal Financial Officer. He also served as Senior Vice President of Citizens Financial Services from 2003 to March 2004. Prior to joining First Citizens, Mr. Black was employed by Parente, Randolph, Orlando, Carey and Associates of Williamsport, Pennsylvania where he focused on bank auditing. Prior to 2004, he served as Senior Vice President and Chief Financial Officer of First Citizens National Bank since 1999. He served as an Assistant Treasurer of Citizens Financial Services Inc. since 1999. He began his career at First Citizens in 1993. Mr. Black has been a Director of Citizens Financial Services, Inc. and First Citizens National Bank since 2004. He serves as a Vice Chairman of the Board at First Citizens Community Bank and Citizens Financial Services, Inc. Randy is also on the board of trustees of The Pennsylvania State University and is first vice chair of the PA Bankers. Steve GuillaumeExecutive VP & CFO Mr. Stephen J. Guillaume, also known as Steve, serves as Executive VP & CFO of First Citizens Community Bank and serves as Executive VP and Chief Financial Officer of Citizens Financial Services, Inc. since November 19, 2019. Prior to November 2019, Mr. Guillaume served as a Vice President of Finance at First Citizens National Bank and Citizens Financial Services Inc. since April 2013. He served as Vice President and Controller of Citizens Financial Services Inc. Mr. Guillaume served as Assistant Vice President of First Citizens National Bank and Citizens Financial Services Inc.

Experienced Leadership Cont’d Executive Management Mick JonesEVP & COO Mr. Mickey L. Jones, also known as Mick, CPA, serves as the Chief Operating Officer of Citizens Financial Services, Inc. April 2010 and has been its Director since February 18, 2020. Mr. Jones served as the Chief Financial Officer of Citizens Financial Services Inc. since June 2004 until November 19, 2019 and serves as its Assistant Secretary and Treasurer. Mr. Jones has been Executive Vice President of Citizens Financial Services Inc. since 2007. Mr. Jones served as Chief Financial Officer of First Citizens Community Bank since June, 2004 until November 19, 2019. Mr. Jones has been Senior Executive Vice President of First Citizens Community Bank since 2023 and serves as its Chief Operating Officer since April 2010 and Director since 2018. He served as Senior Vice President of Citizens Financial Services Inc. since June 2004 and also served as its Assistant Treasurer. He served as Senior Vice President of First Citizens Community Bank. Mr. Jones served as Director of Finance and Claims for Keystone Health Plan Central, Inc. Mr. David Z. Richards, Jr. also known as Dave, is Executive Vice President at First Citizens Community Bank and served as its Senior Vice President and Central Market Executive. Mr. Richards served as an Executive Vice President and Market Executive of S&T Bank from June 23, 2016 until December 2017. Mr. Richards served as Executive Vice President of State College Region at S&T Bancorp Inc., from March 03, 2014 until November 16, 2015. He also served as the President and Chief Executive Officer/Executive Vice President of Downtown at Nittany Bank/National Penn Bank from 1997 to 2014. Mr. Richards, Jr. served as the Chief Executive Officer & President at Nittany Financial Corp. He has served as the President of LUN Data Inc. and currently serves as Director at Citizens Financial Services, Inc. and First Citizens Community Bank since December 2017. He Co-Founded Nittany Financial Corp. and Nittany Bank. He began his community banking career in 1977, working part time at the First National Bank of Danville, PA during high school and college. He continued with Nittany Bank since 1982 and served Nittany Bank in various capacities, including Vice President and Financial Officer. While at the Danville bank, he helped to pioneer many new innovations such as the bi-weekly mortgage and began one of the nation's first discount brokerage operations in a community bank. In 1990, he joined Mifflinburg Bank and Trust Company, Mifflinburg, PA as President and Chief Executive Officer of Mifflinburg Bank. He has served as a Director of Nittany Financial Corp. since 1997. He currently serves as a Treasurer of the Centre County Housing and Land Trust. He is a Board Member for the State College Downtown Improvement District and is a Member of the ABA Community Banking Council and the PBA Governing Council. He is active in a number of local charitable organizations, including serving as Treasurer of the State College Area YMCA. Mr. Richards Graduated from Susquehanna University with a BS in Finance in 1982. In 1986, Mr. Richards became the youngest Graduate of the ABA's Stonier Graduate School of Banking. David Richards Jr. Board Director

For the past 16 years, Citizens Financial Services, Inc. has been ranked one of the top 100 best performing community banks in the nation with assets less than $2 billion. This ranking is based on a 3-year ROAE. Our 2012 performance ranked us as number ONE in the nation. We also continue to be ranked in the top 100 Ag lenders nationwide, 2nd for banks HQ’d in PA. In 2022 FCCB was included in the ABA Nasdaq Community Bank Index – an indication of our progress and leadership capabilities in the market. In 2017, Forbes Magazine began conducting customer satisfaction surveys for all banks across the nation. First Citizens Community Bank was voted “Best in State Bank” by our customers in a Forbes Magazine survey in 2018 and 2019. FCCB was celebrated for outstanding 2020 performance in the prestigious Bank Directors Performance Scorecard, placing 29th in the nation and as the highest-ranking Pennsylvania bank. In 2022 FCCB received the Bank On Certification, a certification promoted by the CFE Fund that is nationally awarded to banks that meet account criteria that ensures everyone has access to a safe, affordable transactional banking account. In 2020, Banking Mid Atlantic magazine ranked FCCB as the third bank in North Central, Pennsylvania for overall quality. In a 2021 Rivel Banking benchmark study, FCCB was ranked 5th in the state of Pennsylvania for the quality of our response to the COVID-19 pandemic. A Recognized High Performer

Investment Highlights Long history of creating shareholder value and operating successfully Tenured management with strong track record of operating high value companies Experienced, disciplined and prudent acquirer Strong geographic diversification presents opportunities Steady record of high profitability Diversity of interest earning assets Long-term focus on shareholder returns

Business & Financial Highlights

Key Financial Highlights Top Tier Consolidated (1) Please see appendix for non-GAAP reconciliations (2) 6/30/2023 profitability shown is core profitability financial data

Liquidity Position and Sources Note: Bank level regulatory data shown Liquidity Well-Managed to Cover Short-Term Needs

Strong Capital Positions (1) Please see appendix for non-GAAP reconciliations Well Prepared with Strong Capital Reserves (1) (1)

Deposit Mix Deposit Mix Analysis Note: Bank level regulatory data shown

Loan Portfolio Mix Loan Type Analysis Note: Bank level regulatory data shown

History of Successful Growth Total Asset Growth since 2000 ($000) Note: Dollars in thousands

Outperforming the Competition (1) Please see appendix for non-GAAP reconciliations Note: Median values shown for peer groups Note: Financial data shown represents most recent quarter data reported as of October 31, 2023 CZFS is a top performer among its peers, with key metrics above peer medians PA NASDAQ Listed Banks MD, NY & PA NASDAQ Banks $1.0B – $4.0B PA Banks $1.0B - $3.0B MRQ Core ROAA(1): 1.06% 0.87% 0.87% 0.82% MRQ Core ROATCE(1): 14.94% 11.40% 11.60% 12.10% MRQ Efficiency: 59.88% 67.22% 65.05% 68.09% MRQ NIM: 3.31% 3.14% 3.14% 2.97%

Consistent & Attractive Returns Historical Core ROAA & ROATCE (1) Please see appendix for non-GAAP reconciliations Note: 2023YTD data as of September 30, 2023 (1) (1)

Evaluating Core Tangible Book Value Core Tangible Book Value buildup $36.6M $17.7M $175.5M $232.9M Note: Financial data as of September 30, 2023

Focus on Agriculture Lending September 30, 2023 A Leading Agricultural Lender Farm & AG Business Line Ag team has over 350 years of experience in farming and ag banking, a rare combination in any industry Ag team led by an individual has 28 years in farming experience, 26 years in Ag banking, and is a member of the Professional Dairy Managers of PA Expertise in swine, poultry, dairy beef, crops and other agribusiness has expanded Supported by Ag Advisory Boards, composed of farmers and other industry leaders who help us stay in touch with the needs, opportunities and challenges of Ag customers

History of Strong Asset Quality Historical NPAs/Assets Trends Note: 2023YTD data as of September 30, 2023 NCOs/Avg Loans: 0.02% 0.06% 0.03% 0.00% 0.03% 0.05%

Note: Financial and transaction value shown as of announcement of transaction Successful Track Record of Prudent Acquisitions Transaction: FNB of Fredericksburg MidCoast Community Bancorp, Inc. HV Bancorp, Inc. Total Whole Bank Acquisitions since January 1, 2015 Geography: Fredericksburg, PA Wilmington, DE Doylestown, PA -- Date Closed: 12/11/2015 4/17/2020 6/16/2023 -- Locations: 7 3 12 22 Purchase Price: Cash & Stock: $23.0 million Cash & Stock: $29.5 million Cash & Stock: $67.9 million -- Target Assets ($000): $232,409 $268,546 $570,647 $1,071,602 Target Loans ($000): $146,425 $230,934 $391,338 $768,697 Target Deposits ($000): $214,114 $212,963 $481,510 $908,587 CZFS Acquisitions since January 1, 2015

appendix

Key Financial Highlights Bank-Level Regulatory Data

Non-GAAP Reconciliation

Document and Entity Information	Nov. 27, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 27, 2023
Entity File Number	001-41410
Entity Registrant Name	CITIZENS FINANCIAL SERVICES INC
Entity Central Index Key	0000739421
Entity Incorporation, State or Country Code	PA
Entity Tax Identification Number	23-2265045
Entity Address, Address Line One	15 S MAIN ST
Entity Address, City or Town	MANSFIELD
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	16933
City Area Code	570
Local Phone Number	662-0444
Title of 12(b) Security	Common Stock, Par Value $1.00 Per Share
Trading Symbol	CZFS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false