JUNIATA VALLEY FINANCIAL CORP [JUVF] Filings

10-Q 1 juvf-20230930x10q.htm 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended September 30, 2023

OR

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


For the transition period from to
Commission File Number 000-13232
Juniata Valley Financial Corp.
(Exact name of registrant as specified in its charter)
Pennsylvania	23-2235254
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
Bridge and Main Streets, Mifflintown, Pennsylvania	17059
(Address of principal executive offices)	(Zip Code)
(855) 582-5101
(Registrant’s telephone number, including area code)


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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☒ Yes ☐ No

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes ☒ No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class		Outstanding as of October 31, 2023
Common Stock ($1.00 par value)		4,991,129 shares

Table of Contents

TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements

	Consolidated Statements of Financial Condition as of September 30, 2023 (Unaudited) and December 31, 2022	3

	Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited)	4

	Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited)	5

	Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited)	6

	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022 (Unaudited)	8

	Notes to Consolidated Financial Statements (Unaudited)	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	42

Item 3.	Not applicable.

Item 4.	Controls and Procedures	58

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	59

Item 1A.	Risk Factors	59

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	60

Item 3.	Defaults upon Senior Securities	60

Item 4.	Mine Safety Disclosures	60

Item 5.	Other Information	60

Item 6.	Exhibits	61

	Signatures	62

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Juniata Valley Financial Corp. and Subsidiary

Consolidated Statements of Financial Condition



(Dollars in thousands, except share data)	September 30, 2023		December 31, 2022
ASSETS
Cash and due from banks	$	27,377	$	10,856
Interest bearing deposits with banks		390		143
Cash and cash equivalents		27,767		10,999
Equity securities		978		1,056
Debt securities available for sale		66,527		73,536
Debt securities held to maturity (fair value $189,221 and $209,887, respectively)		202,646		209,565
Restricted investment in bank stock		2,476		3,666
Total loans		514,132		484,512
Less: Allowance for credit losses		(5,586)		(4,027)
Total loans, net of allowance for credit losses		508,546		480,485
Premises and equipment, net		8,131		8,190
Other real estate owned		39		—
Bank owned life insurance and annuities		14,783		15,197
Investment in low income housing partnerships		1,234		1,507
Core deposit and other intangible assets		368		121
Goodwill		9,812		9,047
Mortgage servicing rights		84		92
Deferred tax asset		12,099		11,838
Accrued interest receivable and other assets		7,178		5,576
Total assets	$	862,668	$	830,875
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Deposits:
Non-interest bearing	$	200,619	$	199,131
Interest bearing		556,823		512,381
Total deposits		757,442		711,512
Short-term borrowings and repurchase agreements		39,638		55,710
Long-term debt		20,000		20,000
Other interest bearing liabilities		941		1,011
Accrued interest payable and other liabilities		6,512		5,693
Total liabilities		824,533		793,926
Commitments and contingent liabilities
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 - 5,151,279 shares at September 30, 2023 and December 31, 2022; Outstanding - 5,018,129 shares at September 30, 2023 and 5,003,059 shares at December 31, 2022		5,151		5,151
Surplus		24,887		24,986
Retained earnings		51,978		51,217
Accumulated other comprehensive loss		(41,601)		(41,867)
Cost of common stock in Treasury: 133,150 shares at September 30, 2023; 148,220 shares at December 31, 2022		(2,280)		(2,538)
Total stockholders’ equity		38,135		36,949
Total liabilities and stockholders’ equity	$	862,668	$	830,875

See Notes to Consolidated Financial Statements

Table of Contents

Juniata Valley Financial Corp. and Subsidiary

Consolidated Statements of Income (Unaudited)


	Three Months Ended				Nine Months Ended
(Dollars in thousands, except share data)	September 30,				September 30,
	2023		2022		2023		2022
Interest and dividend income:
Loans, including fees	$	6,940	$	5,286	$	19,569	$	15,446
Taxable securities		1,525		1,493		4,684		4,479
Tax-exempt securities		36		37		109		117
Other interest income		24		55		69		80
Total interest income		8,525		6,871		24,431		20,122
Interest expense:
Deposits		2,286		680		5,614		1,692
Short-term borrowings and repurchase agreements		431		70		1,314		105
Long-term debt		119		118		353		352
Other interest bearing liabilities		9		4		29		6
Total interest expense		2,845		872		7,310		2,155
Net interest income		5,680		5,999		17,121		17,967
Provision for credit losses		121		100		411		350
Net interest income after provision for credit losses		5,559		5,899		16,710		17,617
Non-interest income:
Customer service fees		356		394		1,018		1,113
Debit card fee income		436		422		1,293		1,267
Earnings on bank-owned life insurance and annuities		57		53		167		164
Trust fees		123		128		381		378
Commissions from sales of non-deposit products		87		86		255		302
Fees derived from loan activity		124		220		295		452
Mortgage banking income		12		11		35		24
Gain (loss) on sales and calls of securities		—		(378)		—		(1,452)
Change in value of equity securities		(14)		(30)		(78)		(110)
Gain from life insurance proceeds		—		329		161		380
Other non-interest income		120		75		366		1,450
Total non-interest income		1,301		1,310		3,893		3,968
Non-interest expense:
Employee compensation expense		2,167		2,112		6,333		6,347
Employee benefits		429		544		1,913		1,858
Occupancy		312		298		964		948
Equipment		162		187		493		546
Data processing expense		699		665		2,226		1,894
Professional fees		211		223		634		587
Taxes, other than income		(7)		106		158		370
FDIC Insurance premiums		157		143		352		307
Gain on other real estate owned		—		—		—		(7)
Amortization of intangible assets		25		14		56		41
Amortization of investment in low-income housing partnerships		81		200		273		600
Merger and acquisition expense		18		—		227		—
Other non-interest expense		505		495		1,344		1,388
Total non-interest expense		4,759		4,987		14,973		14,879
Income before income taxes		2,101		2,222		5,630		6,706
Income tax provision		310		102		708		488
Net income	$	1,791	$	2,120	$	4,922	$	6,218
Earnings per share
Basic	$	0.36	$	0.42	$	0.98	$	1.24
Diluted	$	0.36	$	0.42	$	0.98	$	1.24

See Notes to Consolidated Financial Statements

Table of Contents

Juniata Valley Financial Corp. and Subsidiary

Consolidated Statements of Comprehensive Income (Loss) (Unaudited)


	Three Months Ended September 30,
	2023						2022
(Dollars in thousands)	Pre-Tax		Tax		Net of Tax		Pre-Tax		Tax		Net of Tax
	Amount		Effect		Amount		Amount		Effect		Amount
Net income	$	2,101	$	(310)	$	1,791	$	2,222	$	(102)	$	2,120
Other comprehensive income (loss):
Securities
Available for sale securities
Unrealized holding loss arising during the period		(684)		144		(540)		(16,284)		3,419		(12,865)
Reclassification adjustment for losses included in net income (1) (3)		—		—		—		378		(79)		299
Held to maturity securities
Amortization of unrealized holding losses on held to maturity securities (3) (4)		1,217		(265)		952		—		—		—
Cash Flow Hedge
Unrealized gain on cash flow hedge		—		—		—		81		(17)		64
Reclassification adjustment for gain included in net income (2) (3)		—		—		—		(86)		18		(68)
Other comprehensive income (loss)		533		(121)		412		(15,911)		3,341		(12,570)
Total comprehensive income (loss)	$	2,634	$	(431)	$	2,203	$	(13,689)	$	3,239	$	(10,450)


	Nine Months Ended September 30,
	2023						2022
(Dollars in thousands)	Pre-Tax		Tax		Net-of-Tax		Pre-Tax		Tax		Net-of-Tax
	Amount		Effect		Amount		Amount		Effect		Amount
Net income	$	5,630	$	(708)	$	4,922	$	6,706	$	(488)	$	6,218
Other comprehensive income (loss):
Securities
Available for sale securities
Unrealized holding loss arising during the period		(2,925)		614		(2,311)		(51,349)		10,783		(40,566)
Reclassification adjustment for losses included in net income (1) (3)		—		—		—		1,452		(305)		1,147
Held to maturity securities
Amortization of unrealized holding losses on held to maturity securities (3) (4)		3,563		(775)		2,788		—		—		—
Cash Flow Hedge
Unrealized gain on cash flow hedge		2		(1)		1		1,195		(251)		944
Reclassification adjustment for gain included in net income (2) (3)		(269)		57		(212)		(1,317)		277		(1,040)
Other comprehensive income (loss)		371		(105)		266		(50,019)		10,504		(39,515)
Total comprehensive income (loss)	$	6,001	$	(813)	$	5,188	$	(43,313)	$	10,016	$	(33,297)

(1)	Amounts are included in gain (loss) on sales and calls of securities on the Consolidated Statements of Income as a separate element within total non-interest income.

(2)	Amounts are included in interest expense on short-term borrowings and repurchase agreements and in other non-interest income on the Consolidated Statements of Income.

(3)	Income tax amounts are included in the provision for income taxes on the Consolidated Statements of Income.

(4)	Amounts included in interest income on the Consolidated Statements of Income.

See Notes to Consolidated Financial Statements

Table of Contents

Juniata Valley Financial Corp. and Subsidiary

Consolidated Statements of Stockholders’ Equity (Unaudited)


	Three months ended September 30, 2023
								Accumulated
	Number							Other				Total
(Dollars in thousands, except share data)	of Shares	Common				Retained		Comprehensive		Treasury		Stockholders’
	Outstanding	Stock		Surplus		Earnings		Income (Loss)		Stock		Equity
Balance, July 1, 2023	5,018,129	$	5,151	$	24,852	$	51,291	$	(42,013)	$	(2,280)	$	37,001
Net income							1,791						1,791
Other comprehensive income									412				412
Cash dividends at $0.22 per share							(1,104)						(1,104)
Stock-based compensation					35								35
Balance, September 30, 2023	5,018,129	$	5,151	$	24,887	$	51,978	$	(41,601)	$	(2,280)	$	38,135

Nine months ended September 30, 2023

Accumulated

Number

Other

Total

(Dollars in thousands, except share data)

of Shares

Common

Retained

Comprehensive

Treasury

Stockholders’

Outstanding

Stock

Surplus

Earnings

Income (Loss)

Stock

Equity

Balance, January 1, 2023

JUNIATA VALLEY FINANCIAL CORP [JUVF] Filings
10-Q	[2023-11-13]
10-Q	[2023-08-14]
10-Q	[2023-05-12]
10-K	[2023-03-16]
10-Q	[2022-11-14]
10-Q	[2022-08-12]
10-Q	[2022-05-13]
10-K	[2022-03-16]
10-Q	[2021-11-15]
10-Q	[2021-08-13]
10-Q	[2021-05-14]
10-K	[2021-03-16]
10-Q	[2020-11-09]
10-Q	[2020-08-10]
10-Q	[2020-05-11]
10-K	[2020-03-16]
10-Q	[2019-11-08]
10-Q	[2019-08-09]
10-Q	[2019-05-10]
10-K	[2019-04-02]
10-Q	[2018-11-09]
10-Q	[2018-08-09]
10-Q	[2018-05-10]
10-K	[2018-03-16]
10-Q	[2017-11-09]
10-Q	[2017-08-09]
10-Q	[2017-05-10]
10-K	[2017-03-15]
10-Q	[2016-11-09]
10-Q	[2016-08-09]
10-Q	[2016-05-10]
10-K	[2016-03-15]
10-Q	[2015-11-09]
10-Q	[2015-08-10]
10-Q	[2015-05-11]
10-K	[2015-03-16]
10-Q	[2014-11-07]
10-Q	[2014-08-08]
10-Q	[2014-05-08]
10-K	[2014-03-14]
10-Q	[2013-11-08]
10-Q	[2013-08-09]
10-Q	[2013-05-10]
10-K	[2013-03-15]
10-Q	[2012-11-09]
10-Q	[2012-08-09]
10-Q	[2012-05-08]
10-K	[2012-03-15]