UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT 1934
For the quarterly period ended March 31, 2001
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
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Commission File Number 2-81699
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Juniata Valley Financial Corp.
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(Exact name of registrant as specified in its charter)
Pennsylvania 23-2235254
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Bridge and Main Streets, Mifflintown, Pennsylvania 17059
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(Address of principal executive offices) (Zip Code)
(717) 436-8211
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(Registrant's telephone number, including area code)
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. [X] 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 April 30, 2001
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Common Stock ($1.00 par value) 2,364,378 shares
2.
JUNIATA VALLEY FINANCIAL CORP. AND SUBSIDIARY
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CONSOLIDATED BALANCE SHEETS
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ASSETS
------
March 31, December 31,
2001 2000
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(In thousands)
(Unaudited)
Cash and due from banks $ 9,300 $ 10,621
Interest-bearing deposits with banks 1,274 676
Federal Funds Sold 15,500 4,400
-------- --------
Total cash and cash equivalents 26,074 15,697
Securities available for sale 35,350 33,156
Securities held to maturity, fair value
$35,279 and $50,967, respectively 39,635 51,240
Federal home loan bank stock 1,185 1,175
Loans receivable net of allowance for loan
losses $2,514 and $2,497, respectively 220,587 219,819
Bank premises and equipment, net 6,043 5,992
Bank-owned life insurance 8,782 3,679
Accrued interest receivable and other assets 4,333 4,156
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TOTAL ASSETS $341,989 $334,914
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LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Liabilities:
Deposits:
Non-interest bearing $ 36,976 $ 33,893
Interest bearing 256,150 253,327
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TOTAL DEPOSITS 293,126 287,220
Accrued interest payable and other liabilities 4,956 4,612
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Total liabilities 298,082 291,832
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Stockholders' Equity:
Preferred stock, no par value; 500,000 shares
authorized; no shares issued or outstanding -- --
Common stock, par value $1.00 per share;
authorized 20,000,000 shares; issued 2001
2,364,378 and 2000 2,332,058 shares 2,364 2,332
Surplus 20,025 20,398
Retained earnings 21,021 25,117
Treasury stock, at cost 2001 0 shares;
2000 167,110 shares -- (5,132)
Accumulated other comprehensive income 497 367
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Total stockholders' equity 43,907 43,082
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $341,989 $334,914
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3.
JUNIATA VALLEY FINANCIAL CORP. AND SUBSIDIARY
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CONSOLIDATED STATEMENTS OF INCOME
---------------------------------
(Unaudited)
For the Quarter Ended
March 31, March 31,
2001 2000
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(Dollars in thousands, except
per share amounts)
Interest income:
Loans receivable, including fees $ 5,067 $ 4,552
Taxable securities 647 878
Tax-exempt securities 380 482
Other 217 34
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Total interest income 6,311 5,946
Interest expense
3,073 2,785
Deposits
Net interest income 3,238 3,161
Provision for loan losses 60 45
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Net interest income after
provision for loan losses 3,178 3,116
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Other income:
Trust department 100 95
Customer service fees
148 128
Other 118 107
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Total other income 366 330
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Other expenses:
Salaries and wages 897 909
Employee benefits 304 270
Occupancy 137 113
Equipment 306 242
Director compensation 84 73
Taxes, other than income 121 106
Other 311 345
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Total other expenses 2,160 2,058
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Income before income taxes 1,384 1,388
Federal income taxes 294 360
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Net Income $ 1,090 $ 1,028
========= =========
Basic earnings per share $ .46 $ .42
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Weighted average number of
shares outstanding
2,372,138 2,452,418
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4.
JUNIATA VALLEY FINANCIAL CORP. AND SUBSIDIARY
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CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
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FOR THE THREE MONTHS ENDED MARCH 31, 2001
-----------------------------------------
(Unaudited)
Accumulated
Other
Common Retained Treasury Comprehensive
Stock Surplus Earnings Stock Income Total
------- ------- -------- -------- ------ -----
(In thousands)
BALANCE,
December 31, 2000 $2,332 $20,398 $25,117 $(5,132) $367 $43,082
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Net income for
the three
months ended
March 31, 2001 -- -- 1,090 -- -- 1,090
Change in
unrealized
gains (losses)
on securities
available for
sale, net of
reclassification
adjustment and tax
effects -- -- -- -- 130 130
--------
Total Comprehensive Income 1,220
-------
10% Stock dividend declared 32 (373) (5,186) 5,517 -- (10)
Treasury stock acquired -- -- -- (385) -- (385)
------- ------- ------ ----- ---- ------
Balance March 31, 2001 $2,364 $20,025 $21,021 -- $497 $43,907
====== ======= ======= ===== ==== =======
5.
JUNIATA VALLEY FINANCIAL CORP. AND SUBSIDIARY
---------------------------------------------
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
----------------------------------------------
FOR THE THREE MONTHS ENDED MARCH 31, 2000
-----------------------------------------
(Unaudited)
Accumulated
Other
Common Retained Treasury Comprehensive
Stock Surplus Earnings Stock Income Total
----- ------- -------- ----- ------ -----
(In thousands)
BALANCE,
December 31, 1999 $2,332 $20,559 $23,665 $(3,403) $ 102 $43,255
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Net income for
the three
months ended
March 31, 2000 -- -- 1,028 -- -- 1,028
Change in
unrealized
gains (losses)
on securities
available for
sale, net of
reclassification
adjustment and tax
effects -- -- -- -- (137) (137)
------
Total Comprehensive Income 891
------
Cash dividends,
$.50 per share -- -- (1,115) -- -- (1,115)
Treasury stock acquired -- -- -- (516) -- (516)
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Balance March 31, 2000 $2,332 $20,559 $23,578 $(3,919) $ (35) $42,515
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6.
JUNIATA VALLEY FINANCIAL CORP. AND SUBSIDIARY
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CONSOLIDATED STATEMENTS OF CASH FLOWS
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(Unaudited)
Increase (Decrease) in Cash and Cash Equivalents
For the Three Months Ended
--------------------------
March 31, March 31,
2001 2000
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(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,090 $ 1,028
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for loan losses 60 45
Provision for depreciation 88 76
Net amortization on securities premium 63 47
Deferred directors' fees and supplemental
retirement plan expense 79 46
Payment of deferred compensation (56) (43)
Deferred income taxes (35) (40)
Decrease in accrued interest
receivable and other assets (208) (476)
Increase in interest payable
and other liabilities 256 195
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Net cash provided by operating activities 1,337 878
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of available for sale securities (7,000) --
Proceeds from maturities of and principal
repayments on available for sale securities 4,957 3,140
Purchases of held to maturity securities -- (701)
Proceeds from maturities of and principal
repayments on held to maturity securities 11,581 945
Net increase in loans receivable (829) (4,053)
Net purchases of bank premises and equipment (139) (343)
Purchase of life insurance (5,048) --
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Net cash used in investing activities 3,522 (1,012)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits 5,903 1,449
Net decrease in short-term borrowings -- (5,300)
Cash dividends -- (1,115)
Purchase of Treasury Stock (385) (516)
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Net cash used in financing activities 5,518 (5,482)
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Increase (decrease) in cash and cash equivalents 10,377 (5,616)
CASH AND CASH EQUIVALENTS:
Beginning 15,697 16,034
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Ending $26,074 $10,418
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CASH PAYMENTS FOR:
Interest $ 3,090 $ 2,821
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7.
NOTE A - Basis of Presentation
The financial information includes the accounts of the Juniata Valley Financial
Corp. and its wholly owned subsidiary, The Juniata Valley Bank. All significant
intercompany accounts and transactions have been eliminated.
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments considered
necessary for fair presentation have been included. Operating results for the
three-month period ended March 31, 2001, are not necessarily indicative of the
results that may be expected for the year ended December 31, 2001. For further
information, refer to the consolidated financial statements and footnotes
thereto included in Juniata Valley Financial Corp. annual report on Form 10-K
for the year ended December 31, 2000.
NOTE B - Accounting Standards
The Financial Accounting Standards Board issued statement No. 140, "Accounting
for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities", in September 2000. This statement replaces SFAS No. 125 of the
same name. It revises the standards of securitization and other transfers of
financial assets and collateral and requires certain disclosures, but carries
over most of the provisions of SFAS No. 125 without reconsideration. SFAS No.
140 is effective for transfers and servicing of financial assets and
extinguishments of liabilities occurring after March 31, 2001. The statement was
effective for fiscal years ended December 15, 2000. This statement is to be
applied prospectively with certain exceptions. Other than these exceptions,
earlier or retroactive application of its accounting provision is not permitted.
The adoption of the statement did not have a significant impact on the
Corporation.
8.
NOTE C - Accumulated Other Comprehensive Income
Accounting principles generally require that recognized revenue, expenses,
gains, and losses be included in net income. Although certain changes in assets
and liabilities, such as unrealized gains and losses on available for sale
securities, are reported as a separate component of the equity section of the
balance sheet, such items, along with net income, are components of
comprehensive income.
The components of other comprehensive income and related tax affects are as
follows:
Three Months Ended March 31
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2000 1999
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(In thousands)
Unrealized holding gains (losses)
on available for sale securities $199 $(208)
Less classification adjustment for
gains realized in income -- --
---- -----
Net unrealized gains (losses) 199 (208)
Tax effect 69 (71)
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Net of tax amount $130 $(137)
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9.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Forward Looking Statements:
The Private Securities Litigation Reform Act of 1995 contains safe harbor
provisions regarding forward-looking statements. When used in this discussion,
the words "believes," "anticipates," "contemplates," "expects," and similar
expressions are intended to identify forward-looking statements. Such statements
are subject to certain risks and uncertainties which could cause actual results
to differ materially from those projected. Those risks and uncertainties include
changes in interest rates, risks associated with the effect of opening a new
branch, the ability to control costs and expenses, and general economic
conditions. The Corporation undertakes no obligation to publicly release the
results of any revisions to those forward-looking statements which may be made
to reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.
Financial Condition:
Total assets of Juniata Valley Financial Corp. totaled $341,989,000 as of March
31, 2001, an increase of $7,075,000 or 2.11% from December 31, 2000. This
increase was partially funded by an increase in deposits of $5,906,000. Because
the Federal Reserve lowered interest rates by 150 basis points from January to
March 31, 2001 proceeds from securities exceeded purchases by $9,538,000.
Securities were called and finding investment securities that fit into our
investment policy parameters takes time. Loan demand has declined from March 31
of 2000 when we experienced an increase of $4,053,000. Loans grew by $829,000
from January 1 to March 31, 2001. Some of this decline can be attributed to
consumers uncertainty of the marketplace and their reluctance to take on more
debt. All of this resulted in an increase in cash and equivalents of
$10,377,000.
There are no material loans classified for regulatory purposes as loss,
doubtful, substandard or special mention which management expects to
significantly impact future operating results, liquidity or capital resources.
Additionally, management is not aware of any information which would give
serious doubt as to the ability of its borrowers to substantially comply with
their loan repayment terms. The Corporation's problem loans (i.e., 90 days past
due and restructured loans) were not material for all periods presented.
Management is not aware of any current recommendations of the regulatory
authorities which, if implemented, would have a material effect on the
Corporation's liquidity, capital resources or operations.
10.
Results of Operations:
Interest income increased $365,000 or 6.14% for the quarter ended March 31,
2001. The increase came from interest income on loans. Interest income on
securities have declined consistent with the decline of more than $9 million in
the portfolio noted above. Interest expense increased by $288,000 or 10.34% for
the quarter due to increase in deposits. Interest income and expense for the
first three months ended March 31, 2001, versus 2000, are reflective of an
increase of both interest earning assets and interest bearing liabilities even
though overall rates offered and paid in 2001 versus 2000 were lower. This
resulted in an increase in net interest income of $77,000 or 2.44% for the three
months ended March 31, 2001.
Because of the increase in loans, management has decided to increase the loan
loss provision. The increase in the provision is not reflective of a decline in
underwriting standards or potential problem loans.
Other income has increased $36,000 or 10.91% for the first quarter in 2001 over
2000. Trust department income has increased $5,000, customer service fees have
increased $20,000 and other income has increased $11,000. The increase in Trust
department income is a result of the settlement of an estate. The increase in
customer service fees is a result of higher transaction volume as opposed to an
increase in fees. The other category increase can be attributed to an increase
in mutual fund commissions of $12,000.
Other expenses increased $102,000 or 4.96% for the three months ended March 31,
2001. The $12,000 decrease in salary and wages for the three months ended March
31, 2001, compared to 2000, can be attributed to a decrease of six full time
equivalents. The $34,000 increase in employee benefits is reflective of
increases in the costs as opposed to additional benefits. The $24,000 increase
in occupancy is a result of snow removal in 2001 that did not occur in 2000 as
well as the operations center being fully staffed in the first quarter of 2001.
The $64,000 increase in equipment cost is from the purchase of additional
equipment and maintenance of the equipment. The $15,000 increase in taxes other
than income is an increase in Pennsylvania Bank Shares Tax. The decrease in
federal income taxes is due to an overpayment in federal taxes in 2000 as well
as an increase in deferred taxes due to the bank owned life insurance. All of
these factors combined have contributed to an increase in net income of $62,000
or 6.03% for the three months ended March 31, 2001.
Liquidity:
The objective of liquidity management is to ensure that sufficient funding is
available, at a reasonable cost, to meet the ongoing operational cash needs of
the Corporation and to take advantage of income producing opportunities as they
arise. While the desired level of liquidity will vary depending upon a variety
of factors, it is the primary goal of the Corporation to maintain a high level
of liquidity in all economic environments.
11.
Principal sources of asset liquidity are provided by securities maturing in one
year or less, other short-term investments such as Federal Funds sold and cash
and due from banks. Liability liquidity, which is more difficult to measure, can
be met by attracting deposits and maintaining the core deposit base. The
Corporation joined the Federal Home Loan Bank of Pittsburgh in August of 1993
for the purpose of providing short-term liquidity when other sources are unable
to fill these needs and has substantial borrowing capacity available from the
Federal Home Loan Bank of Pittsburgh. See the note in the December 31, 2000,
audited financial statements.
In view of the primary and secondary sources previously mentioned, Management
believes that the Corporation's liquidity is capable of providing the funds
needed to meet loan demand.
Interest rate sensitivity:
Interest rate sensitivity management is the responsibility of the
Asset/Liability Management Committee. This process involves the development and
implementation of strategies to maximize net interest margin, while minimizing
the earnings risk associated with changing interest rates. The traditional gap
analysis identifies the maturity and repricing terms of all assets and
liabilities.
As of March 31, 2001, the corporation had a six-month negative gap of
$14,793,000. Generally a liability sensitive position indicates that more
liabilities than assets are expected to reprice within the time period and that
falling interest rates could positively affect net interest income while rising
interest rates could negatively affect net interest income. However, the
traditional analysis does not accurately reflect the Bank's interest rate
sensitivity since the rates on core deposits generally do not change as quickly
as market rates. Historically net interest income has, in fact, not been subject
to the degree of sensitivity indicated by the traditional analysis at The
Juniata Valley Bank.
12.
Capital:
On March 20, 2001, the Board of Directors declared a 10% stock dividend payable
on April 27, 2001, to stockholders of record on April 2, 2001. Payment of the
stock dividend will result in the issuance of 32,298 additional shares of common
stock. At this same meeting the Board of Directors announced their intention of
repurchasing 100,000 shares of common stock.
All per share data included in these financial statements have been restated for
this stock dividend.
Capital Adequacy:
The Bank's regulatory capital ratios for the periods presented are as follows:
Risk Weighted Assets Ratio:
Actual Required
------ --------
March 31, December 31, March 31, December 31,
2001 2000 2001 2000
-------- ----------- --------- -----------
TIER I 18.39% 18.46% 4.0% 4.0%
TIER I & II 19.49% 19.59% 8.0% 8.0%
Total Assets Leveraged Ratio:
TIER I 12.48% 12.30% 4.0% 4.0%
At March 31, 2001, the Corporation and the Bank exceed the regulatory
requirements to be considered "well capitalized".
Quantitative and Qualitative Disclosures About Market Risk:
Although there has been a 150 basis point downward movement by the Federal
Reserve in the discount rate, the bank has not been able to quantify the market
risk from this move. There have been no material changes in the Corporation's
exposure to market risk. Please refer to the Annual Report on Form 10-K as of
December 31, 2000.
13.
Part II. Other Information
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
Not applicable
Item 4. Submission of Matters to a Vote of Security Holder
None
Item 5. Other information
None
Item 6. Exhibits
None
Form 8-K
Form 8-K was filed on March 20, 2001 concerning the 10%
stock dividend payable April 27, 2001 and repurchase of
100,000 shares of Juniata Valley Financial Corp.
outstanding shares of common stock.
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.
(Registrant)
Date By
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Francis J. Evanitsky, President
Date By
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Linda L. Engle, Treasurer