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
