8-K

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):  January 31, 2020

Juniata Valley Financial Corp.

(Exact name of registrant as specified in its charter)

Pennsylvania	0-13232	23-2235254
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Bridge and Main Streets, Mifflintown, Pennsylvania	17059
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (717) 436 - 8211

Not Applicable

(Former name or former address if changed since last report.)

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:

☐ 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. ☐

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Juniata Valley Financial Corp.

Current Report on Form 8-K

Item 2.02Results of Operations and Financial Condition

On  January 31, 2020, Juniata Valley Financial Corp. issued a press release reporting financial results for the year and quarter ended December 31, 2019. The aforementioned press release is attached as Exhibit 99.1 to this current report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

Exhibits. The exhibit(s) listed in the Exhibit Index accompanying this Form 8-K is furnished herewith.

Exhibit Index

Exhibit No.	Description
99.1	Press Release reporting financial results for the quarter and year ended December 31, 2019.

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 thereunto duly authorized.

	Juniata Valley Financial Corp.
Date:  January 31, 2020	By:	/s/ JoAnn McMinn
	Name:	JoAnn McMinn
	Title:	EVP, Chief Financial Officer

EX-99.1

Exhibit 99.1

Juniata Valley Financial Corp. Announces Results for the Quarter and Year Ended December 31, 2019

Mifflintown, PA, January 31, 2020 (GLOBE NEWSWIRE) --

Juniata Valley Financial Corp. (OTC Pink: JUVF) (“Juniata”), announced net income for the year ended December 31,  2019 of $5,835,000, compared to net income of $5,904,000 for the year ended December 31,  2018. Earnings per share, basic and diluted, were  $1.14 in 2019 compared to $1.18 in 2018. For the fourth quarter of 2019, net income was $1,484,000, an increase of $267,000,  compared to net income of $1,217,000 for the fourth quarter of 2018. Earnings per share, basic and diluted, during the fourth quarter of 2019 were $0.29 compared to $0.24 during the corresponding 2018 period.

President and Chief Executive Officer, Marcie A. Barber stated, “We are very pleased with our financial performance in 2019. Fourth quarter earnings were very strong and, taking into consideration the items discussed below impacting comparability of year-to-year results, annual earnings remained robust. Credit quality is at its strongest level in ten years, with non-performing assets at just 0.3% of total assets on December 31, 2019 as compared to 0.45% of total assets on December 31, 2018. We are poised to focus on organic growth in 2020.”

Return on average assets and return on average equity for the year ended December 31, 2019 were 0.90% and 8.24%, respectively. Return on average assets and return on average equity for the comparable 2018 period were 0.96% and 9.42%, respectively.

The comparability of the results for the year ended December 31, 2019 and December 31, 2018 was impacted by the termination, and subsequent liquidation, of The Juniata Valley Bank Retirement Plan (“JVB Plan”) in the third quarter of 2019. Juniata satisfied all obligations of the JVB Plan in 2019,  recording pre-tax pension settlement charges of $1,221,000 during the year, compared to a  pre-tax pension settlement charge of $210,000 recorded in 2018. The comparability of the results for the three and twelve months ended December 31, 2019 and December 31, 2018  was also impacted by Juniata’s acquisition of Liverpool Community Bank (“Liverpool”) on April 30, 2018. During the three and twelve months ended December 31, 2018, Juniata incurred $259,000 and $844,000, respectively, in pre-tax merger-related expenses, while no merger-related expenses were incurred in 2019. In addition, a credit to the income tax provision of $406,000 was recorded in 2018 to remove a deferred tax liability related to Juniata’s previous 39.16% ownership in Liverpool upon Juniata’s acquisition of Liverpool, while no  similar credit was recorded in 2019. 

Net interest income increased $890,000, or 4.4%, during the year ended December 31, 2019 compared to 2018, as average earning assets increased by $29,504,000. The increase in average earning assets was partially funded by a $17,755,000 increase in interest-bearing deposits and term debt, with the remaining funding being provided by non-interest bearing funds. 

The provision for loan losses decreased  $910,000 in 2019 compared to 2018. A credit of $573,000 was recorded to the loan loss provision during the year ended December 31, 2019 primarily due to net recoveries of $500,000 on previously charged off loans. Also contributing to the decline in the provision for loan losses in 2019 was  a general improvement in credit quality factors, such as delinquency trends and classified loan balances. As a percentage of total loans outstanding, delinquent loans exceeding 90 days were 0.26% as of December 31, 2019, compared to 0.35% on December 31, 2018. During the same timeframe, classified loan balances as a percentage of total outstanding loans decreased from 6.0% at December 31, 2018 to 5.4% at December 31, 2019.

Non-interest income was $4,749,000 in 2019 compared to  $5,027,000 in 2018.  Most significantly impacting the comparative year-end periods was a decline in income/gain from unconsolidated subsidiary of $296,000, which included a $215,000 gain from the adjustment to the carrying value of Juniata’s previous 39.16% ownership in Liverpool prior to its 100% acquisition. The equity method of accounting for the Liverpool investment was discontinued with the acquisition by Juniata of the remaining outstanding Liverpool shares in April 2018. Since then, all income and expense items from the newly acquired Liverpool office have been included as part of Juniata’s operations in the appropriate line items in the financial statements.  Also contributing to the decline in noninterest income in 2019 compared to 2018 was an $83,000 decrease in fees derived from loan activity, primarily due to a recovery on a purchased loan in 2018. Partially offsetting these declines  during the period was a decrease of $145,000 in the net loss on sales and calls of securities.

Non-interest expense was $20,407,000 in 2019 compared to  $19,461,000 in 2018.  The increase was driven by Juniata’s growth resulting from the Liverpool acquisition; specifically, increases in employee compensation and benefits, occupancy, equipment, and data processing. Professional fees also increased during 2019. Included in employee benefits expense was  $1,221,000 in pre-tax pension settlement charges recorded in 2019 as a result of settling the remaining obligations associated with the final liquidation of the JVB Plan compared to $210,000 in pre-tax pension settlement charges recorded in 2018.  Partially offsetting these increases was an increase in the gain on sales of other real estate owned of $148,000, a decline in FDIC insurance premiums of $166,000 due to the application of small bank assessment credits applied in 2019, and a decline in merger and acquisition expense of $884,000 as no similar expense was recorded in the 2019 period.

The income tax benefit decreased by $645,000 in 2019 compared to 2018 due to higher taxable income in 2019 and the removal of a $406,000 deferred tax liability related to Juniata’s previous ownership in Liverpool,  resulting in a credit to the 2018 tax provision for such amount.

Annualized return on average assets for the fourth quarter of 2019 increased 12.7%, to 0.89%, compared to 0.79% for the fourth quarter of 2018. Annualized return on average equity for the fourth quarter of 2019 increased 8.9%, to 8.10%, compared to 7.44% for the comparable 2018 period.

Net interest income was $5,091,000 for the fourth quarter of 2019 compared to $5,138,000 for the fourth quarter of 2018. Loan interest income decreased $201,000 and interest expense on long-term debt increased $226,000 during the fourth quarter of 2019 compared to the fourth quarter of 2018. Partially offsetting these items was an increase in interest income on securities of $387,000, or 45.7%, during the fourth quarter of 2019 compared to the same period in 2018.

The provision for loan losses decreased  $189,000 in the fourth quarter of 2019 in comparison to the fourth quarter of 2018. A credit of $83,000 was recorded to the loan loss provision during the fourth quarter of 2019 due to  a continued improvement in asset quality, while a charge of $106,000 was recorded during the comparable 2018 period.

Non-interest income during the quarter ended December  31, 2019 increased 11.6% to $1,245,000, compared to $1,116,000 during the quarter ended December 31, 2018. Most significantly impacting the comparative three month periods was  a $186,000 increase in the gain/loss on sales of securities due to  a $13,000 gain recorded during the fourth quarter of 2019 compared to a $173,000 loss recorded in the comparable 2018 period. In addition, the value of equity securities increased $30,000 during the fourth quarter of 2019 compared to a decline of $43,000 recorded in the comparable 2018 period. Partially offsetting these increases were declines of $58,000 in fees derived from loan activity due to the recovery of a purchased loan in the fourth quarter of 2018 and $31,000 in customer service fees due to collecting fewer overdraft fees during the three months ended December 31, 2019 compared to three months ended December 31, 2018.

Non-interest expense for the quarter ended December 31, 2019 declined 3.8% to  $4,922,000, compared to $5,118,000 for the quarter ended December  31, 2018. Most significantly impacting the comparative three month period was a $259,000 decline in merger and acquisition expense as no similar expense was recorded during the fourth quarter of 2019, as well as a decline in FDIC insurance premiums of $65,000 due to the application of a small bank assessment credit in the fourth quarter of 2019, while no credit was received in the comparable 2018 period. Partially offsetting these declines were increases in the 2019 period in employee compensation expense, professional fees, and taxes, other than income.  

The income tax provision increased by $200,000 during the fourth quarter of 2019 compared to the same period in 2018, primarily due to higher taxable income recorded in the 2019 period.

Total assets at December  31, 2019 were $670,632,000, an increase of $45,396,000 compared to total assets of $625,236,000 at December 31, 2018. This increase was in part due to borrowing $30,000,000 in long-term debt in 2019 to fund the purchases of investment securities.  Total debt securities available for sale increased by $68,733,000 when comparing December  31, 2019 to December 31, 2018, while total loans declined by $17,041,000 over the period. In addition, total borrowings and deposits increased by $28,618,000 and $10,215,000, respectively, with total capital increasing by $6,329,000. The increase in total capital at December 31, 2019 was primarily the result of an increase of $4,815,000 in accumulated other comprehensive income due to $3,163,000 in unrealized gains on debt securities, as well as the liquidation of the JVB Plan. 

On January 21, 2020, Juniata Valley Financial Corp.’s Board of Directors declared a cash dividend of $0.22 per share, payable on February 28, 2020 to shareholders of record on February 14, 2020.

Management considers subsequent events occurring after the statement of condition date for matters which may require adjustment to, or disclosure in, the consolidated financial statements.  The review period for subsequent events extends up to and including the filing date of a public company’s consolidated financial statements when filed with the Securities and Exchange Commission.  Accordingly, the financial information in this announcement is subject to change.

The Juniata Valley Bank, the principal subsidiary of Juniata Valley Financial Corp., is headquartered in Mifflintown, Pennsylvania, with nineteen community offices located in Juniata, Mifflin, Perry, Huntingdon, McKean and Potter Counties. More information regarding Juniata Valley Financial Corp. and The Juniata Valley Bank can be found online at www.JVBonline.com. Juniata Valley Financial Corp. trades through the Pink Open Market under the symbol JUVF.

Forward-Looking Information

*This press release may contain “forward looking” information as defined by the Private Securities Litigation Reform Act of 1995. When words such as “believes”, “expects”, “anticipates” or similar expressions are used in this release, Juniata is making forward-looking statements. Such information is based on Juniata’s current expectations, estimates and projections about future events and financial trends affecting the financial condition of its business. These statements are not historical facts or guarantees of future performance, events or results. Such statements involve potential risks and uncertainties and, accordingly, actual results may differ materially from this forward-looking information. Many factors could affect future financial results. Juniata undertakes no obligation to publicly update or revise forward looking information, whether as a result of new or updated information, future events, or otherwise. For a more complete discussion of certain risks and uncertainties affecting Juniata, please see the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Forward-Looking Statements” set forth in the Juniata’s filings with the Securities and Exchange Commission.

Financial Statements

Juniata Valley Financial Corp. and Subsidiary

Consolidated Statements of Financial Condition

(Dollars in thousands, except share data)	(Unaudited)
	December 31, 2019		December 31, 2018
ASSETS
Cash and due from banks	$	12,658	$	15,617
Interest bearing deposits with banks		82		110
Federal funds sold		—		729
Cash and cash equivalents		12,740		16,456
Interest bearing time deposits with banks		2,210		3,290
Equity securities		1,144		1,118
Debt securities available for sale		210,686		141,953
Restricted investment in bank stock		3,442		2,441
Total loans		400,590		417,631
Less: Allowance for loan losses		(2,961)		(3,034)
Total loans, net of allowance for loan losses		397,629		414,597
Premises and equipment, net		9,243		8,744
Other real estate owned		—		744
Bank owned life insurance and annuities		16,266		15,938
Investment in low income housing partnerships		3,904		4,545
Core deposit and other intangible assets		318		405
Goodwill		9,047		9,139
Mortgage servicing rights		180		200
Accrued interest receivable and other assets		3,823		5,666
Total assets	$	670,632	$	625,236
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits:
Non-interest bearing	$	134,703	$	126,057
Interest bearing		397,234		395,665
Total deposits		531,937		521,722
Securities sold under agreements to repurchase		3,429		2,911
Short-term borrowings		9,700		11,600
Long-term debt		45,000		15,000
Other interest bearing liabilities		1,603		1,596
Accrued interest payable and other liabilities		5,256		5,029
Total liabilities		596,925		557,858
Stockholders' Equity:
Preferred stock, no par value:  Authorized - 500,000 shares, none issued		—		—
Common stock, par value $1.00 per share:  Authorized 20,000,000 shares Issued - 5,141,749 shares at December 31, 2019; 5,134,249 shares at December 31, 2018 Outstanding - 5,099,729 shares at December 31, 2019; 5,092,048 shares at December 31, 2018		5,142		5,134
Surplus		24,898		24,821
Retained earnings		43,954		42,525
Accumulated other comprehensive income (loss)		516		(4,299)
Cost of common stock in Treasury: 42,020 shares at December 31, 2019; 42,201 shares at December 31, 2018		(803)		(803)
Total stockholders' equity		73,707		67,378
Total liabilities and stockholders' equity	$	670,632	$	625,236

Juniata Valley Financial Corp. and Subsidiary

Consolidated Statements of Income

	Three Months Ended				Year Ended
(Dollars in thousands, except share and per share data)	December 31,				December 31,
	2019		2018		2019		2018
Interest income:	(unaudited)				(unaudited)
Loans, including fees	$	5,037	$	5,238	$	21,060	$	20,060
Taxable securities		1,208		752		4,115		3,040
Tax-exempt securities		25		94		147		393
Other interest income		34		55		292		158
Total interest income		6,304		6,139		25,614		23,651
Interest expense:
Deposits		900		890		3,706		3,068
Securities sold under agreements to repurchase		7		13		37		62
Short-term borrowings		10		26		24		190
Long-term debt		287		61		899		276
Other interest bearing liabilities		9		11		42		39
Total interest expense		1,213		1,001		4,708		3,635
Net interest income		5,091		5,138		20,906		20,016
Provision for loan losses		(83)		106		(573)		337
Net interest income after provision for loan losses		5,174		5,032		21,479		19,679
Non-interest income:
Customer service fees		437		468		1,717		1,779
Debit card fee income		349		341		1,349		1,280
Earnings on bank-owned life insurance and annuities		67		86		289		352
Trust fees		100		114		394		430
Commissions from sales of non-deposit products		54		57		272		259
Income/gain from unconsolidated subsidiary		—		—		—		296
Fees derived from loan activity		95		153		333		416
Mortgage banking income		16		17		68		70
Gain (loss) on sales and calls of securities		13		(173)		(43)		(188)
Change in value of equity securities		30		(43)		26		(1)
Other non-interest income		84		96		344		334
Total non-interest income		1,245		1,116		4,749		5,027
Non-interest expense:
Employee compensation expense		2,183		2,105		8,257		7,822
Employee benefits		504		523		3,594		2,458
Occupancy		317		299		1,296		1,217
Equipment		225		211		881		818
Data processing expense		569		522		2,114		1,924
Director compensation		50		58		206		215
Professional fees		189		146		961		640
Taxes, other than income		145		89		567		498
FDIC Insurance premiums		1		66		108		274
Loss (gain) on sales of other real estate owned		—		2		(208)		(60)
Amortization of intangible assets		22		25		87		79
Amortization of investment in low-income housing partnerships		192		200		792		800
Merger and acquisition expense		—		259		—		884
Other non-interest expense		525		613		1,752		1,892
Total non-interest expense		4,922		5,118		20,407		19,461
Income before income taxes		1,497		1,030		5,821		5,245
Income tax provision (benefit)		13		(187)		(14)		(659)
Net income	$	1,484	$	1,217	$	5,835	$	5,904
Earnings per share
Basic	$	0.29	$	0.24	$	1.14	$	1.18
Diluted	$	0.29	$	0.24	$	1.14	$	1.18

JoAnn McMinn

Email: joann.mcminn@jvbonline.com

Phone: (717) 436-3206