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): May 12, 2023

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: (855) 582-5101

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
None	N/A	N/A

Juniata Valley Financial Corp.

Current Report on Form 8-K

Item 7.01Regulation FD Disclosure

On May 12, 2023, Juniata Valley Financial Corp. (the “Company”) issued a press release announcing the completion of the acquisition of the Path Valley branch of Orrstown Bank, located at 16400 Path Valley Road in Spring Run, PA (the “Branch”) by the Company’s subsidiary, the Juniata Valley Bank (the “Bank”). A copy of the press release announcing the completion of the purchase of the Branch is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Company previously disclosed its entry into a Purchase and Assumption Agreement with Orrstown Bank on Form 8-K dated December 23, 2022.

As provided in General Instruction B.2 to Form 8-K, the information set forth in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Cautionary Note Regarding Forward-Looking Statements

This report contains “forward-looking statements” (as such term is defined in the Securities Exchange Act of 1934 and the regulations thereunder). These forward-looking statements may include projections of, or guidance on, the Company’s future financial performance, expected levels of future expenses, including future credit losses, anticipated growth strategies, descriptions of new business initiatives and anticipated trends in the Company’s business or financial results. When words such as "may”, "should”, "will”, "could”, "estimates”, "predicts”, "potential”, "continue”, "anticipates”, "believes”, "plans”, "expects”, "future”, "intends”, “projects”, the negative of these terms and other comparable terminology are used in this report, the Company is making forward-looking statements. Any forward-looking statement made by the Company in this document is based only on the Company’s current expectations, estimates and projections about future events and financial trends affecting the financial condition of its business based on information currently available to the Company and speaks only as of the date when made. The Company undertakes no obligation to publicly update or revise forward-looking information, whether as a result of new or updated information, future events, or otherwise. Forward-looking statements are not historical facts or guarantees of future performance.

Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company’s control, and actual results may differ materially from this forward-looking information and therefore, should not be unduly relied upon. Many factors could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements, including, but not limited to: (i) the factors set forth in the sections of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and factors set forth in other current and periodic reports which the Company has or will file with the Securities and Exchange Commission, and (ii) the following factors: statements related to short- and long-term effects of inflation and rising costs; the impact of labor shortages and supply chain disruptions; the impact of rising interest rates; changes in general economic, business and political conditions, including those resulting from COVID-19 or other pandemics, a recession or intensified international hostilities; the impact of adverse changes in the economy and real estate markets, including protracted periods of low-growth and sluggish loan demand; the effect of market interest rates and uncertainties, and relative balances of rate-sensitive assets to rate-sensitive liabilities, on net interest margin and net interest income; the effect of competition on rates of deposit and loan growth and net interest margin; increases in non-performing assets, which may result in increases in the allowance for credit losses, loan charge-offs and elevated collection and carrying costs related to such non-performing assets; other income growth, including the impact of regulatory changes which have reduced debit card interchange revenue; investment securities gains and losses, including other than temporary declines in the value of securities which may result in charges to earnings; the effects of changes in the applicable federal income tax rate; the level of other expenses, including salaries and employee benefit expenses; the impact of increased regulatory scrutiny of the banking industry; the impact of governmental monetary and fiscal policies, as well as legislative and regulatory changes; the results of regulatory examination and supervision processes; the failure of assumptions underlying the establishment of reserves for loan and lease losses, and estimations of collateral values and various financial assets and liabilities; the increasing time and expense associated with regulatory

compliance and risk management; the ability to implement business strategies, including business acquisition activities and organic branch, product, and service expansion strategies; capital and liquidity strategies, including the impact of the capital and liquidity requirements modified by the Basel III standards; the effects of changes in accounting policies, standards, and interpretations on the presentation in the Company’s consolidated balance sheets and consolidated statements of income; the Company’s failure to identify and to address cyber-security risks; the Company’s ability to keep pace with technological changes; the Company’s ability to attract and retain talented personnel; the Company’s reliance on its subsidiary for substantially all its revenues and its ability to pay dividends; acts of war or terrorism; disruptions due to flooding, severe weather, or other natural disasters; failure of third-party service providers to perform their contractual obligations; and the possibility of a new COVID-19 variant and the related actions taken by governmental authorities and the direct and indirect impacts on the Company, its customers and third parties.

Item 9.01 Financial Statements and Exhibits.

Exhibits. The exhibits listed in the Exhibit Index accompanying this Form 8-K are furnished herewith.

Exhibit Index

Exhibit No.	Description
99.1	Press Release dated May 12, 2023.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: May 12, 2023	By:	/s/ Michael W. Wolf
	Name:	Michael W. Wolf
	Title:	EVP, Chief Financial Officer

EX-99.1

Exhibit 99.1

 

The Juniata Valley Bank and Orrstown Bank Announce Completion of the Sale of Orrstown’s Path Valley Branch Location to Juniata

MIFFLINTOWN, PA AND SHIPPENSBURG, PA, May 12, 2023 (GLOBE NEWSWIRE) -- The Juniata Valley Bank, a wholly-owned subsidiary of Juniata Valley Financial Corp. (OTCQX:JUVF) (“Juniata”), and Orrstown Bank, a wholly-owned subsidiary of Orrstown Financial Services, Inc. (NASDAQ: ORRF) (“Orrstown”), announced the completion of Juniata’s purchase of Orrstown’s Path Valley branch, located at 16400 Path Valley Road in Spring Run, PA. The transaction closed today pursuant to the Purchase and Assumption Agreement between the parties, the execution of which was previously announced on December 23, 2022 by the parties.

Pursuant to the terms of the transaction, Juniata purchased certain assets, including the branch premises and equipment, from Orrstown.  Juniata also assumed deposit liabilities totaling approximately $18.8 million from Orrstown. No loans were purchased or sold in the transaction.

“We are pleased to add the Path Valley location to our footprint, as it relocates and broadens our presence in the market and allow us to better serve our valued customers. The acquisition demonstrates our commitment to rural markets and to shareholders, as the consolidation of our Blairs Mills office into Path Valley creates operating efficiencies. The Path Valley central location will serve a larger market and allow for expanded services and personalized customer interaction” said Marcie Barber, Juniata’s President and Chief Executive Officer.    

“Both Orrstown and Juniata believe that the sale is an example of two community banks coming together on a transaction to produce a favorable result for the Path Valley Community.  We are pleased that the sale will allow the businesses and residents of Path Valley to continue to enjoy in-person branch banking services, while accomplishing Orrstown’s strategic objectives and delivering value to our shareholders,” commented Thomas R. Quinn, Jr., Orrstown’s President and Chief Executive Officer.

A welcome kit, which includes  information about changes to their banking accounts, cards, checks, CDs, and other relevant details, has been provided to all impacted branch customers.

Barley Snyder LLP served as legal counsel to Juniata and Pillar + Aught served as legal counsel to Orrstown in connection with the transaction.  

About Juniata Valley Financial Corp.

The Juniata Valley Bank, the principal subsidiary of Juniata, is headquartered in Mifflintown, Pennsylvania, with fifteen community offices located in Juniata, Mifflin, Perry, Centre, Huntingdon, McKean and Potter Counties. More information regarding Juniata and The Juniata Valley Bank can be found online at www.jvbonline.com. Juniata trades through the OTCQX Best Market under the symbol JUVF.

About Orrstown Financial Services, Inc.

With $3.0 billion in assets, Orrstown Financial Services, Inc. and its wholly-owned subsidiary, Orrstown Bank, provide a wide range of consumer and business financial services in Berks, Cumberland, Dauphin, Franklin, Lancaster, Perry, and York Counties, Pennsylvania and Anne Arundel, Baltimore, Howard, Kent and Washington Counties, Maryland, as well as Baltimore City, Maryland. The Company's lending area also includes adjacent counties in Pennsylvania and Maryland, as well as Loudon County, Virginia and Berkeley, Jefferson and Morgan Counties, West Virginia.  Orrstown Bank is an Equal Housing Lender and its deposits are insured up to the legal maximum by the FDIC. Orrstown’s common stock is traded on Nasdaq (ORRF). For more information about Orrstown and Orrstown Bank, visit www.orrstown.com. 

Cautionary Note Regarding Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements reflect the current views of the companies’ respective management with respect to, among other things, future events and its financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “project,” “forecast,” “goal,” “target,” “would” and “outlook,” or the negative variations of those words or other comparable words of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about the banking and certain assumptions, many of which, by their nature, are inherently uncertain and beyond the control of either company.  Accordingly, Juniata and Orrstown caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although Juniata and Orrstown believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.  If one or more events related to these or other risks or uncertainties materializes, or if underlying assumptions prove to be incorrect, actual results may differ materially from what is anticipated.  Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and neither Juniata nor Orrstown undertakes any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.  All forward-looking statements, expressed or implied, included in this press release are expressly qualified in their entirety by this cautionary statement. For a more complete discussion of certain risks and uncertainties affecting Juniata or Orrstown, please see the sections entitled “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” set forth in each company’s Annual Report on Form 10-K and quarterly reports on Form 10-Q which have been filed with the Securities and Exchange Commission.

####

Juniata Investor Relations Contact:	Orrstown Investor Relations Contact:
Michael Wolf	Neil Kalani
EVP, Chief Financial Officer	EVP, Chief Financial Officer
Phone: (717) 436-7203	Phone: (717) 510-7097

XML

Document and Entity Information	May 12, 2023
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	May 12, 2023
Entity File Number	0-13232
Entity Registrant Name	JUNIATA VALLEY FINANCIAL CORP.
Entity Incorporation, State or Country Code	PA
Entity Tax Identification Number	23-2235254
Entity Address, Address Line One	Bridge and Main Streets
Entity Address, City or Town	Mifflintown
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	17059
City Area Code	855
Local Phone Number	582-5101
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	None
Trading Symbol	None
Security Exchange Name	NONE
Entity Emerging Growth Company	false
Entity Central Index Key	0000714712
Amendment Flag	false