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 June 30, 2003 ------------- [ ] 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 2-81699 ---------------------------------------------------------- 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) (717) 436-8211 - -------------------------------------------------------------------------------- (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 July 31, 2003 - ------------------------------- ----------------------------------- Common Stock ($1.00 par value) 2,284,409 shares 2. Item 1 - FINANCIAL STATEMENTS JUNIATA VALLEY FINANCIAL CORP. AND SUBSIDIARY --------------------------------------------- CONSOLIDATED BALANCE SHEETS --------------------------- ASSETS ------ June 30, December 31, 2003 2002 --------- --------- (In thousands) (Unaudited) Cash and due from banks $ 13,208 $ 11,111 Interest bearing deposits with banks 172 90 Federal funds sold 6,000 3,700 --------- --------- Cash and cash equivalents 19,380 14,901 Interest bearing time deposits with banks 5,390 5,390 Securities available for sale 87,283 70,495 Securities held to maturity, fair value $23,400 and $30,698, respectively 22,891 29,907 Federal home loan bank stock 923 639 Loans receivable net of allowance for loan losses $2,787 and $2,731, respectively 238,134 235,497 Bank premises and equipment, net 6,019 5,767 Bank-owned life insurance 7,326 7,151 Accrued interest receivable and other assets 6,763 5,988 --------- --------- TOTAL ASSETS $ 394,109 $ 375,735 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ Liabilities: Deposits: Non-interest bearing $ 48,752 $ 38,892 Interest bearing 291,268 283,727 --------- --------- Total deposits 340,020 322,619 Accrued interest payable and other liabilities 4,619 4,789 --------- --------- Total liabilities 344,639 327,408 --------- --------- 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 2,372,930 shares 2,373 2,373 Surplus 20,215 20,212 Retained earnings 27,441 25,652 Accumulated other comprehensive income 1,972 1,795 Treasury stock, at cost 2003 86,521 shares; 2002 59,445 shares (2,531) (1,705) --------- --------- Total stockholders' equity 49,470 48,327 --------- --------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 394,109 $ 375,735 ========= ========= 3. JUNIATA VALLEY FINANCIAL CORP. AND SUBSIDIARY --------------------------------------------- CONSOLIDATED STATEMENTS OF INCOME --------------------------------- (Unaudited) For the Quarter Ended For Six Months Ended --------------------- -------------------- June 30, June 30, June 30, June 30, 2003 2002 2003 2002 ---------- ---------- ---------- ---------- (In thousands, except per share amount) INTEREST INCOME: Loans receivable $ 4,739 $ 4,738 $ 9,313 $ 9,434 Taxable securities 682 716 1,394 1,441 Tax-exempt securities 306 389 627 775 Other 71 56 137 99 ---------- ---------- ---------- ---------- Total interest income 5,798 5,899 11,471 11,749 INTEREST EXPENSE: 1,914 2,305 3,930 4,728 ---------- ---------- ---------- ---------- Net interest income 3,884 3,594 7,541 7,021 PROVISION FOR LOAN LOSSES: 75 75 150 150 Net interest income, after provision for loan losses 3,809 3,519 7,391 6,871 ---------- ---------- ---------- ---------- OTHER INCOME: Trust department 135 80 225 198 Customer service fees 180 172 344 326 Other 294 265 548 498 ---------- ---------- ---------- ---------- Total other income 609 517 1,117 1,022 ---------- ---------- ---------- ---------- OTHER EXPENSES: Salaries and wages 1,016 915 1,976 1,818 Employee benefits 346 324 677 641 Occupancy 173 166 368 323 Equipment 299 306 620 602 Director compensation 105 86 211 171 Taxes, other than income 128 125 261 252 Other 384 363 731 667 ---------- ---------- ---------- ---------- Total other expenses 2,451 2,285 4,844 4,474 ---------- ---------- ---------- ---------- INCOME BEFORE INCOME TAXES: 1,967 1,751 3,664 3,419 FEDERAL INCOME TAXES: 441 421 800 753 Net income $ 1,526 $ 1,330 $ 2,864 $ 2,666 ========== ========== ========== ========== Basic and diluted earnings per share $ .67 $ .57 $ 1.25 $ 1.14 ========== ========== ========== ========== Weighted average number of shares outstanding 2,290,283 2,338,052 2,299,800 2,342,201 ========== ========== ========== ========== 4. JUNIATA VALLEY FINANCIAL CORP. AND SUBSIDIARY --------------------------------------------- CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY ---------------------------------------------- FOR THE SIX MONTHS ENDED JUNE 30, 2003 -------------------------------------- (Unaudited) Accumulated Other Common Retained Comprehensive Treasury Stock Surplus Earnings Income Stock Total -------- -------- -------- -------- -------- -------- (In thousands) BALANCE, December 31, 2002 $ 2,373 $ 20,212 $ 25,652 $ 1,795 $ (1,705) $ 48,327 -------- Comprehensive Income Net income for the six months ended June 30, 2003 -- -- 2,864 -- -- 2,864 Change in unrealized gains (losses) on securities available for sale, net of reclassification adjustment and tax effects -- -- -- 177 -- 177 -------- Total Comprehensive Income 3,041 -------- Cash dividends, $.47 per share -- -- (1,075) -- -- (1,075) Treasury stock issued for dividend reinvestment plan (7,488 shares) -- 8 -- -- 214 222 Treasury stock issued for employee stock purchase plan (2,227 shares) -- (5) -- -- 63 58 Treasury stock acquired -- -- -- -- (1,103) (1,103) -------- -------- -------- -------- -------- -------- Balance June 30, 2003 $ 2,373 $ 20,215 $ 27,441 $ 1,972 $ (2,531) $ 49,470 ======== ======== ======== ======== ======== ======== 5. JUNIATA VALLEY FINANCIAL CORP. AND SUBSIDIARY --------------------------------------------- CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY ---------------------------------------------- FOR THE SIX MONTHS ENDED JUNE 30, 2002 -------------------------------------- (Unaudited) Accumulated Other Common Retained Comprehensive Treasury Stock Surplus Earnings Income Stock Total -------- -------- -------- -------- -------- -------- (In thousands) BALANCE, December 31, 2001 $ 2,373 $ 20,221 $ 22,679 $ 676 $ (623) $ 45,326 -------- Comprehensive Income Net income for the six months ended June 30, 2002 -- -- 2,666 -- -- 2,666 Change in unrealized gains (losses) on securities available for sale, net of reclassification adjustment and tax effects -- -- -- 427 -- 427 -------- Total Comprehensive Income 3,093 -------- Cash dividends, $.43 per share -- -- (1,005) -- -- (1,005) Treasury stock issued for dividend reinvestment plan (7,088 shares) -- -- -- -- 201 201 Treasury stock issued for employee stock purchase plan (2,296 shares) -- (10) -- -- 65 55 Treasury stock acquired -- -- -- -- (677) (677) -------- -------- -------- -------- -------- -------- Balance June 30, 2002 $ 2,373 $ 20,211 $ 24,340 $ 1,103 $ (1,034) $ 46,993 ======== ======== ======== ======== ======== ======== 6. JUNIATA VALLEY FINANCIAL CORP. AND SUBSIDIARY --------------------------------------------- CONSOLIDATED STATEMENTS OF CASH FLOWS ------------------------------------- (Unaudited) Increase (Decrease) in Cash and Cash Equivalents For the Six Months Ended ------------------------ June 30, June 30, 2003 2002 --------- --------- (In thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 2,864 $ 2,666 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 150 150 Provision for depreciation 214 223 Net amortization on securities premium 72 84 Deferred compensation expense 238 328 Earnings on life insurance (175) (175) Payment of deferred compensation (132) (155) Deferred income taxes (31) (82) Increase in accrued interest receivable and other assets (836) (761) Decrease in interest payable and other liabilities (275) (47) --------- --------- Net cash provided by operating activities 2,089 2,231 --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Net increase in interest bearing time deposits -- (400) Purchases of available for sale securities (28,362) (17,830) Purchase FHLB stock (284) (28) Proceeds from maturities of and principal repayments on available for sale securities 11,804 14,666 Purchase of held to maturity securities (999) (498) Proceeds from maturities of and principal repayments on held to maturity securities 7,981 3,002 Net increase in loans receivable (2,787) (2,776) Net purchases of bank premises and equipment (466) (33) --------- --------- Net cash used in investing activities (13,113) (3,897) --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Net increase in deposits 17,401 8,556 Net decrease in short-term borrowings -- (1,275) Cash dividends and cash paid for fractional shares (1,075) (1,005) Purchase of treasury stock (1,103) (677) Treasury stock issued for dividend reinvestment and employee stock purchase plan 280 256 --------- --------- Net cash provided in financing activities 15,503 5,855 --------- --------- Increase in cash and cash equivalents 4,479 4,189 CASH AND CASH EQUIVALENTS: Beginning 14,901 11,658 --------- --------- Ending $ 19,380 $ 15,847 ========= ========= CASH PAYMENTS FOR: Interest $ 4,039 $ 4,863 ========= ========= Income Taxes $ 817 $ 890 ========= ========= 7. NOTE A - Basis of Presentation The financial information includes the accounts of 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 six-month period ended June 30, 2003, are not necessarily indicative of the results that may be expected for the year ended December 31, 2003. 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, 2002. NOTE B - New Accounting Standards In November 2002, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 45 (FIN 45), "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others." This Interpretation expands the disclosures to be made by a guarantor in its financial statements about its obligations under certain guarantees and requires the guarantor to recognize a liability for the fair value of an obligation assumed under certain specified guarantees. FIN 45 clarifies the requirements of FASB Statement No. 5, "Accounting for Contingencies." In general, FIN 45 applies to contracts or indemnification agreements that contingently require the guarantor to make payments to the guaranteed party based on changes in an underlying that is related to an asset, liability or equity security of the guaranteed party, which would include performance letters of credit. Certain guarantee contracts are excluded from both the disclosure and recognition requirements of this Interpretation, including, among others, guarantees related to commercial letters of credit and loan commitments. The disclosure requirements of FIN 45 require disclosure of the nature of the guarantee, the maximum potential amount of future payments that the guarantor could be required to make under the guarantee and the current amount of the liability, if any, for the guarantor's obligations under the guarantee. The accounting recognition requirements of FIN 45 are to be applied prospectively to guarantees issued or modified after December 31, 2002. Adoption of FIN 45 did not have a significant impact on the Company's financial condition or results of operations. Outstanding letters of credit written are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. The Company's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for performance letters of credit is represented by the contractual amount of those instruments. The Company had $1,011,000 of performance letters of credit as of June 30, 2003. The Bank uses the same credit policies in making conditional obligations as it does for on-balance sheet instruments. The majority of these performance letters of credit expire within the next twelve months. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending other loan commitments. The Company requires collateral and personal guarantees supporting these letters of credit as deemed necessary. Management believes that the proceeds obtained through a liquidation of such collateral and the enforcement of personal guarantees would be sufficient to cover the maximum potential amount of future payments required under the corresponding guarantees. The current amount of the liability as of June 30, 2003 for guarantees under performance letters of credit issued after December 31, 2002 is not material. 8. In January 2003, the Financial Accounting Standards Board issued FASB Interpretation No. 46, "Consolidation of Variable Interest Entities, and Interpretation of ARB No. 51". This interpretation provides new guidance for the consolidation of variable interest entities (VIEs) and requires such entities to be consolidated by their primary beneficiaries if the entities do not effectively disperse risk among parties involved. The interpretation also adds disclosure requirements for investors that are involved with unconsolidated VIEs. The disclosure requirements apply to all financial statements issued after January 31, 2003. The consolidation requirements apply immediately to VIEs created after January 31, 2003 and are effective for the first fiscal year or interim period beginning after June 15, 2003 for VIEs acquired before February 1, 2003. The adoption of this interpretation did not have a significant impact on the Company's financial condition or results of operations. In April 2003, the Financial Accounting Standards Board issued Statement No. 149, "Amendment of Statement No. 133, Accounting for Derivatives Instruments and Hedging Activities". This statement clarifies the definition of a derivative and incorporates certain decisions made by the Board as part of the Derivatives Implementation Group process. This statement is effective for contracts entered into or modified, and for hedging relationships designated after June 30, 2003 and should be applied prospectively. The provisions of the Statement that relate to implementation issues addressed by the Derivatives Implementation Group that have been effective should continue to be applied in accordance with their respective effective dates. Adoption of this standard is not expected to have a significant impact on the Corporation's financial condition or results of operations. In May of 2003, the Financial Accounting Standards Board issued Statement 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity". This Statement requires that an issuer classify a financial instrument that is within its scope as a liability. Many of those instruments were previously classified as equity. This Statement was effective for financial instruments entered into or modified after May 31, 2003 and otherwise was effective beginning July 1, 2003. The adoption of this standard did not have a significant impact on the Company's financial condition or results of operations. 9. 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 June 30, Six Months Ended June 30, -------------------------- ------------------------- 2003 2002 2003 2002 ---- ---- ---- ---- (In thousands) (In thousands) Unrealized holding gains (losses) on available for sale securities $ 337 $1,042 $ 268 $ 648 Less classification adjustment for gains realized in income -- -- -- -- ------ ------ ------ ------ Net unrealized gains (losses) 337 1,042 268 648 Tax effect 114 355 91 221 ------ ------ ------ ------ Net of tax amount $ 223 $ 687 $ 177 $ 427 ====== ====== ====== ====== 10. Note D - Stock Option Plan The Corporation accounts for the stock option plan under the recognition and measurement principles of APB Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations. No stock-based employee compensation cost is reflected in net income, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net income and earnings per share if the Corporation had applied the fair value recognition provisions of FASB Statement No. 123, "Accounting for Stock-Based Compensation," to stock-based compensation for quarters ended June 30, 2003 and 2002: For the Quarter Ended For Six Months Ended June 30, June 30, June 30, June 30, 2003 2002 2003 2002 ------- ------- ------- ------- (In thousands, except per share amount) Net income, as reported $ 1,526 $ 1,330 $ 2,864 $ 2,666 Total stock-based employee compensation expense determined under fair value based method for all awards (6) (3) (11) (5) ------- ------- ------- ------- Pro forma net income $ 1,520 $ 1,327 $ 2,853 $ 2,661 ======= ======= ======= ======= Basic and diluted earnings per share: As reported $ .67 $ .57 $ 1.25 $ 1.14 Pro forma $ .66 $ .57 $ 1.24 $ 1.14 11. Item 2 - 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 $394,109,000 as of June 30, 2003, an increase of $18,374,000 or 4.89% from December 31, 2002. This increase is a result of the increase in deposits of $17,401,000. The increase in deposits was created by the uncertainty in the capital markets; customers do not know where to place their money until the markets improve. Consumer sentiment is more positive about the economy because the bank has experienced an increase in loans of $2,787,000 in the first six months of 2003. Investment securities were used since loan demand did not keep pace with the inflow of deposits. Purchases exceeded called and matured investment securities by $9,860,000. All of these factors combined to increase cash and cash equivalents by $4,479,000. 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. 12. Results of Operations: Interest income decreased $278,000 or 2.37% for the first six months of 2003 over 2002. For the quarter the decrease was $101,000 or 1.71%. The decrease for interest income on loans for six months of $121,000 is because of a decline in rates. For the quarter the increase of $1,000 for interest income on loans is due to higher loan volume. The decrease in interest income for taxable securities of $47,000 is due to declining rates and the decrease in tax exempt securities of $148,000 is due to declining rates and volume. For the quarter the decline of $34,000 in taxable securities income and $83,000 in tax-exempt securities income were caused by the same factors. The increase in interest income other of $38,000 is an increase in federal funds sold of $17,000 and interest bearing time deposits in banks of $21,000. For the quarter, the increase of $15,000 can be attributed to a $6,000 increase in federal funds sold and $9,000 to interest bearing time deposits in banks. Since November 2001 management has made an effort to keep federal funds to a minimum by purchasing time certificate of deposits in other banks. Interest expense decreased by $798,000 or 16.88% for the first six months of 2003 over 2002 and $391,000 or 16.96% for the quarter. Interest income and expense for the first six months ended June 30, 2003, versus 2002, reflect the declining interest rate environment for both interest earning assets and interest bearing liabilities. This resulted in an increase in net interest income of $520,000 or 7.41% for the six months ended June 30, 2003 and $290,000 or 8.07% for the quarter. The increase in the allowance for loan loss is based upon quarterly loan portfolio reviews by management and a committee of the Board. The purpose of the review is to assess loan quality, identify impaired loans, analyze delinquencies, ascertain loan growth, evaluate potential charge-offs and recoveries and assess general economic conditions in the market served. Net charge-offs at June 30, 2003, were $94,000 compared to $43,000 at June 30, 2002. Past due and nonaccrual loans at June 30, 2003, were $2,497,000. At June 30, 2002, this amount for past due and nonaccrual loans was $3,356,000. Depending upon the state of the economy and the impact thereon to these borrowers, as well as future events, these loans and others not currently so identified could be classified as non-performing assets in the future. Other income has increased $95,000 or 9.30% for the first six months of 2003 over 2002. For the quarter the increase was $92,000 or 17.79%. Trust department income has increased $27,000, customer service fees have increased $18,000, and other income has increased $50,000. For the quarter trust department income increased $55,000, customer service fees have increased $8,000, and other income has increased $29,000. The increase in trust department income is a result of an increase in pension plan administration in 2003 over 2002. 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 of earnings on the bank owned life insurance of $37,000 and an increase in credit card interchange fees of $17,000. For the quarter the earnings on the bank owned life insurance increased $16,000 and the increase in credit card interchange fees was $9,000. Other expenses increased $370,000 or 8.27% for the six months ended June 30, 2003 over 2002 and $166,000 or 7.26% for the quarter. The $158,000 increase in salary and wages for the six months ended June 30, 2003, compared to 2002, can be attributed to an increase of 2 full-time equivalents and normal merit increases. The increase of $101,000 for the quarter can be attributed to the same factors. The $36,000 increase in employee benefits is reflective of increases in the costs as opposed to additional benefits. This increase for the quarter was $22,000. The $45,000 increase in occupancy is a result of increased costs for snow removal and heating costs in 2003 not experienced in the first six months of 2002. This is revealed in the small increase for the quarter of $7,000. The increase of $18,000 in equipment cost is from increased usage of the internet banking and telephone banking products. Equipment costs declined by $7,000 for the quarter because of cost incurred in 2002 that were not experienced in 2003. The $40,000 increase in director's fees is from a retirement plan put in place in 2001. The increase for the quarter was $19,000. 13. The $9,000 increase in taxes, other than income is an increase in Pennsylvania Bank Shares Tax. The increase for the quarter was $3,000. The $64,000 increase in other expenses can be attributed to $24,000 consulting service fees, a $15,000 increase in postage, $12,000 of legal fees for loan collection and $11,000 increase in credit investigation fees from the increased loan volume. The increase for the quarter in other expenses of $21,000 can all be attributed to consulting services. The increase in federal income taxes is due to increased income. All of these factors combined have contributed to an increase in net income of $198,000 or 7.43% for the first six months ended June 30, 2003 over 2002 and $196,000 or 14.74% for the quarter. 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. 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. 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 June 30, 2003, the Corporation had a six-month negative gap of $11,193,000. 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. 14. Capital Adequacy: The Bank's regulatory capital ratios for the periods presented are as follows: Risk Weighted Assets Ratio: Actual Required ------ -------- June 30, December 31, June 30, December 31, 2003 2002 2003 2002 -------- ------------ -------- ------------ TIER I 18.61% 18.76% 4.0% 4.0% TIER I & II 19.77% 19.93% 8.0% 8.0% Total Assets Leveraged Ratio: TIER I 11.73% 12.04% 4.0% 4.0% At June 30, the Corporation and the Bank exceed the regulatory requirements to be considered a "well capitalized" financial institution. Item 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK From January 1, 2001 to June 30, 2003, the Federal Reserve has lowered the federal funds rate thirteen times by 500 basis points. We are currently in the lowest interest rate environment in 50 years. Net interest margin for the Bank was 4.44% at June 30, 2002 and decreased to 4.37% at June 30, 2003. Because of the extent to which rates have declined, the Bank has become more sensitive to future rate declines and expects added compression of the net interest margin. Currently, the Bank has approximately 30.00% of its deposits in NOW, money market and savings accounts, which it considers core deposits. These type of interest bearing deposit accounts carry lower rates relative to other types of deposits. Because of this, these accounts have contributed significantly to the net interest margin. However, there is an ultimate floor to which the rates on these accounts can fall. Under current conditions, the inability to further decrease these deposits rates while loan and other earning assets continue to drop and reprice at lower rates will result in further compression of the net interest margin. The added risk in this interest rate environment is that as the rates on the core deposits bottom-out, investors could migrate to other types of accounts paying higher rates. The last financial simulation performed by the Bank as of March 30, 2003, showed a possible decline in net interest income of $256,000 in a -100 basis point rate shock over a one year period. This reflected a change in the assumptions that the rates on NOW and savings accounts would remain constant in a -100 or +200 basis point rate shock. The net interest income at risk position remains within the guidelines established by the Bank's asset/liability policy. The Bank continues to monitor and manage its rate sensitivity during these unusual times. No material change has been noted in the Bank's equity value at risk. Please refer to the Annual Report on Form 10-K as of December 31, 2002, for further discussion of this matter. 15. Item 4 - CONTROLS AND PROCEDURES The Company maintains disclosure controls and procedures, as defined in Rule 13a-14 promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. During the quarter ended June 30, 2003, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on the evaluation of these disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective. There were no significant changes in the Company's internal controls or in other factors that could significantly affect the internal controls as of June 30, 2003. 16. 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 Exhibits 31.1 Rule 13a - 14(a)/15d - 14(a) Certification Exhibits 31.2 Rule 13a - 14(a)/15d - 14(a) Certification Exhibits 32.1 Section 1350 Certification Exhibits 32.2 Section 1350 Certification Form 8-K Form 8-K was filed on April 16, 2003 authorizing the purchase of up to 100,000 shares of Juniata Valley Financial Corp. stock Pursuant to the requirements of the Security 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 ------------------------------ ------------------------------------- Francis J. Evanitsky, President & CEO Date By ----------------------------- ------------------------------------- Linda L. Engle, Executive VP & CFO