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 OF 1934
For the quarterly period ended March 31, 2005
--------------
[ ] 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 Section13 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 [X] No
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act) [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, 2005
- ------------------------------- -----------------------------------------
Common Stock ($1.00 par value) 2,276,629 shares
2.
PART I - FINANCIAL INFORMATION
Item 1 - FINANCIAL STATEMENTS
JUNIATA VALLEY FINANCIAL CORP. AND SUBSIDIARY
---------------------------------------------
CONSOLIDATED BALANCE SHEETS
---------------------------
ASSETS
------
March 31, December 31,
2005 2004
--------- ---------
(In thousands, except share data)
Assets: (Unaudited)
Cash and due from banks $ 9,453 $ 10,733
Interest bearing deposits with banks 107 167
Federal funds sold -- 3,900
--------- ---------
Cash and cash equivalents 9,560 14,800
Interest bearing time deposits with banks 6,760 6,760
Securities available for sale 69,827 71,583
Securities held to maturity, fair value 2005 $7,842; 2004 $4,489 7,887 4,485
Restricted investment in bank stock 1,043 1,329
Loans receivable, net of allowance for loan losses 2005 $3,018; 2004 $2,989 281,813 276,759
Bank premises and equipment, net 6,715 6,802
Accrued interest receivable and other assets 15,606 14,240
--------- ---------
TOTAL ASSETS $ 399,211 $ 396,758
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Liabilities:
Deposits:
Non-interest bearing $ 51,594 $ 47,459
Interest bearing 285,834 285,183
--------- ---------
Total deposits 337,428 332,642
Securities sold under agreements to repurchase 3,242 4,716
Long term debt 5,000 5,000
Accrued interest payable and other liabilities 5,022 4,247
--------- ---------
Total liabilities 350,692 346,605
--------- ---------
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 2,372,913 shares 2,373 2,373
Surplus 20,386 20,386
Retained earnings 29,050 29,966
Accumulated other comprehensive income(loss) (218) 414
Treasury stock, at cost 2005 94,284 shares; 2004 92,284 shares (3,072) (2,986)
--------- ---------
Total stockholders' equity 48,519 50,153
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 399,211 $ 396,758
========= =========
See Notes to Consolidated Financial Statements
3.
JUNIATA VALLEY FINANCIAL CORP. AND SUBSIDIARY
---------------------------------------------
CONSOLIDATED STATEMENTS OF INCOME
---------------------------------
(Unaudited)
For the Quarter Ended
---------------------
March 31, March 31,
2005 2004
---- ----
(In thousands, except per share amounts)
INTEREST INCOME:
Loans receivable $ 4,761 $ 4,486
Taxable securities 486 558
Tax-exempt securities 166 238
Other 79 35
------- -------
Total interest income 5,492 5,317
------- -------
INTEREST EXPENSE:
Deposits 1,691 1,641
Borrowings 66 --
------- -------
Total interest expense 1,757 1,641
------- -------
Net interest income 3,735 3,676
PROVISION FOR LOAN LOSSES 28 80
------- -------
Net interest income after provision
for loan losses 3,707 3,596
------- -------
OTHER INCOME:
Trust department 97 137
Customer service fees 334 282
Other 330 275
Gain on sale of securities 99 133
------- -------
Total other income 860 827
------- -------
OTHER EXPENSES:
Salaries and wages 1,050 1,012
Employee benefits 386 382
Occupancy 207 210
Equipment 453 427
Director compensation 98 104
Taxes, other than income 129 129
Other 348 354
------- -------
Total other expenses 2,671 2,618
------- -------
INCOME BEFORE INCOME TAXES 1,896 1,805
FEDERAL INCOME TAXES 533 450
------- -------
Net income $ 1,363 $ 1,355
======= =======
Basic and diluted earnings per share $ .60 $ .59
======= =======
See Notes to Consolidated Financial Statements
4.
JUNIATA VALLEY FINANCIAL CORP. AND SUBSIDIARY
---------------------------------------------
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
----------------------------------------------
FOR THE THREE MONTHS ENDED MARCH 31, 2005
-----------------------------------------
(Unaudited)
Accumulated
Other
Common Retained Comprehensive Treasury
Stock Surplus Earnings Income(Loss) Stock Total
----- ------- -------- ------------ ----- -----
(In thousands)
Balance
December 31, 2004 $ 2,373 $ 20,386 $ 29,966 $ 414 $ (2,986) $ 50,153
--------
Comprehensive Income:
Net income for the
three months ended
March 31, 2005 -- -- 1,363 -- -- 1,363
Change in unrealized
gains (losses) on
securities available
for sale, net of
reclassification
adjustment and tax
effects -- -- -- (632) -- (632)
--------
Total Comprehensive Income 731
--------
Cash dividends declared,
$1.00 per share -- -- (2,279) -- -- (2,279)
Treasury stock acquired
(2,000 shares) -- -- -- -- (86) (86)
-------- -------- -------- -------- -------- --------
Balance March 31, 2005 $ 2,373 $ 20,386 $ 29,050 $ (218) $ (3,072) $ 48,519
======== ======== ======== ======== ======== ========
See Notes to Consolidated Financial Statements
5.
JUNIATA VALLEY FINANCIAL CORP. AND SUBSIDIARY
---------------------------------------------
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
----------------------------------------------
FOR THE THREE MONTHS ENDED MARCH 31, 2004
-----------------------------------------
(Unaudited)
Accumulated
Other
Common Retained Comprehensive Treasury
Stock Surplus Earnings Income Stock Total
----- ------- -------- ------ ----- -----
(In thousands)
Balance
December 31, 2003 $ 2,373 $ 20,231 $ 29,016 $ 1,472 $ (2,609) $ 50,483
--------
Comprehensive Income:
Net income for the
three months ended
March 31, 2004 -- -- 1,355 -- -- 1,355
Change in unrealized
gains (losses) on
securities available
for sale, net of
reclassification
adjustment and tax
effects -- -- -- 60 -- 60
--------
Total Comprehensive Income 1,415
--------
Cash dividends declared,
$1.00 per share -- -- (2,284) -- -- (2,284)
Treasury stock acquired
(6,149 shares) -- -- -- -- (235) (235)
-------- -------- -------- -------- -------- --------
Balance March 31, 2004 $ 2,373 $ 20,231 $ 28,087 $ 1,532 $ (2,844) $ 49,379
======== ======== ======== ======== ======== ========
See Notes to Consolidated Financial Statements
6.
JUNIATA VALLEY FINANCIAL CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Quarter Ended
---------------------
March 31, March 31,
2005 2004
-------- --------
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 1,363 $ 1,355
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for loan losses 28 80
Provision for depreciation 150 135
Net amortization of security premiums 17 70
Net realized gains on sales of securities (99) (133)
Deferred compensation expense 124 119
Payment of deferred compensation (92) (121)
Increase in accrued interest receivable and other assets (969) (667)
Increase in accrued interest payable and other liabilities 743 622
Net earnings on investment in life insurance (71) (84)
-------- --------
Net cash provided by operating activities 1,194 1,376
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of available for sale securities (2,992) (4,167)
Proceeds from sales of available for sale securities 126 168
Purchase of restricted bank stock (275) (175)
Proceeds from sale of restricted bank stock 561 305
Proceeds from maturities of and principal repayments
on available for sale securities 3,743 13,403
Purchases of held to maturity securities (4,400) (1,295)
Proceeds from maturities of and principal repayments
on held to maturity securities 1,000 3,909
Net increase in loans receivable (5,082) (7,766)
Net purchases of bank premises and equipment (63) (29)
-------- --------
Net cash (used in) provided by investing activities (7,382) 4,353
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in deposits 4,787 (30)
Net decrease in short term borrowings (1,474) --
Cash dividends and cash paid for fractional shares (2,279) (2,284)
Purchase of treasury stock (86) (235)
-------- --------
Net cash provided by (used in) financing activities 948 (2,549)
-------- --------
(Decrease) increase in cash and cash equivalents (5,240) 3,180
Cash and cash equivalents:
Beginning 14,800 13,627
-------- --------
Ending $ 9,560 $ 16,807
======== ========
Supplementary cash flows information:
Interest paid $ 1,749 $ 1,675
======== ========
See Notes to Consolidated Financial Statements
7.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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
three month period ended March 31, 2005, are not necessarily indicative of the
results that may be expected for the year ended December 31, 2005. 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, 2004.
NOTE B - New Accounting Standard
FASB 123(R)
In December 2004, the Financial Accounting Standards Board (FASB) issued
Statement No. 123(R), "Share-Based Payment." Statement No. 123(R) revised
Statement No. 123, "Accounting for Stock-Based Compensation," and supersedes APB
Opinion No. 25, "Accounting for Stock Issued to Employees," and its related
implementation guidance. Statement No. 123(R) will require compensation costs
related to share-based payment transactions to be recognized in the financial
statements (with limited exceptions). The amount of compensation cost will be
measured based on the grant-date fair value of the equity or liability
instruments issued. Compensation cost will be recognized over the period that an
employee provides service in exchange for the award.
On April 14, 2005, the Securities and Exchange Commission ("SEC") adopted a new
rule that amends the compliance dates for Financial Accounting Standards Board's
Statement of Financial Accounting Standards No. 123 (revised 2004), "Share-Based
Payment" ("SFAS No. 123R"). Under the new rule, the Company is required to adopt
SFAS No. 123R in the first annual period beginning after (June 15, 2005 for non
SB issuers, first annual period beginning after December 15, 2005 for SB
issuers). The Company has not yet determined the method of adoption or the
effect of adopting SFAS No. 123R, and it has not determined whether the adoption
will result in amounts that are similar to the current pro forma disclosures
under SFAS No. 123.
SAB 107
In March 2005, the SEC issued Staff Accounting Bulletin No. 107 ("SAB No. 107"),
"Share-Based Payment", providing guidance on option valuation methods, the
accounting for income tax effects of share-based payment arrangements upon
adoption of SFAS No. 123(R), and the disclosures in MD&A subsequent to the
adoption. The Company will provide SAB No. 107 required disclosures upon
adoption of SFAS No. 123(R) on December 31, 2005.
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:
For the Quarter Ended
---------------------
March 31, March 31,
2005 2004
---- ----
(In thousands)
Unrealized holding gains (losses) on
available for sale securities $ (860) $ 225
Less classification adjustment for
gains realized in income (99) (133)
-------- --------
Net unrealized gains (losses) (959) 92
Tax effect 327 (32)
-------- --------
Net of tax amount $ (632) $ 60
======== ========
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 as follows:
For the Quarter Ended
---------------------
March 31, March 31,
2005 2004
---- ----
(In thousands, except per share amount)
Net income, as reported $ 1,363 $ 1,355
Total stock-based employee compensation expense
determined under fair value based method
for all awards (7) (9)
------- -------
Pro forma net income $ 1,356 $ 1,346
======= =======
Basic and diluted earnings per share:
As reported $ .60 $ .59
Pro forma $ .59 $ .59
9.
NOTE E - Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per
share:
For the Quarter Ended
---------------------
March 31, March 31,
2005 2004
---- ----
(In thousands, except share amounts)
Net income applicable to common stock $ 1,363 $ 1,355
Weighted average common shares outstanding 2,279,785 2,283,107
Effect of dilutive securities, stock options 8,192 4,751
---------- ----------
Weighted average common shares outstanding
used to calculate diluted earnings per share 2,287,977 2,287,858
Basic earnings per share $ .60 $ .59
Diluted earnings per share $ .60 $ .59
NOTE F - Guarantees
The Corporation does not issue any guarantees that would require liability
recognition or disclosure, other than its letters of credit. Letters of credit
written are conditional commitments issued by the Corporation to guarantee the
performance of a customer to a third party. Generally, all letters of credit,
when issued have expiration dates within one year. The credit risk involved in
issuing letters of credit is essentially the same as those that are involved in
extending loan facilities to customers. The Corporation, generally, holds
collateral and/or personal guarantees supporting these commitments. The
Corporation had $999,000 of letters of credit as of March 31, 2005. Management
believes that the proceeds obtained through a liquidation of collateral and the
enforcement of personal guarantees would be sufficient to cover the potential
amount of future payment required under the corresponding guarantees. The
current amount of the liability as of March 31, 2005 for guarantees under
letters of credit issued is not material.
NOTE G - Defined Benefit Retirement Plan
The Corporation has a defined benefit retirement plan covering substantially all
of its employees. The benefits are based on years of service and the employees'
compensation. The Corporation's funding policy is to contribute annually the
maximum amount that can be deducted for federal income taxes purposes.
Contributions are intended to provide not only for benefits attributed to
service to date but also for those expected to be earned in the future.
Pension expense included the following components:
For the Quarter Ended
---------------------
March 31, March 31,
2005 2004
---- ----
(In Thousands)
Service cost, benefits earned during the year $ 70 $ 90
Interest cost on projected benefit obligation 86 80
Expected return on plan assets (83) (80)
Net amortization (4) --
Recognized gains or losses -- --
Prior service cost recognized -- --
Settlement gain or loss -- --
---- ----
Net periodic benefit cost $ 69 $ 90
==== ====
10.
Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
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.
Critical Accounting Policies:
Disclosure of the Corporation's significant accounting policies is included in
the notes to the financial statements of the Bank's Annual Report on Form 10-K
for the year ended December 31, 2004. Some of these policies are particularly
sensitive, requiring significant judgments, estimates and assumptions to be made
by management, most particularly in connection with determining the provision
for loan losses and the appropriate level of the allowance for loan losses.
Additional information is contained in this form 10-Q on pages 10 and 11.
Financial Condition:
Total assets of Juniata Valley Financial Corp. equaled $399,211,000 as of March
31, 2005 an increase of $2,453,000 or .62% from December 31, 2004. The bank has
experienced an increase in loans of $5,082,000 in the first three months of
2005, indicating that consumer sentiment is more positive about the economy.
Investment purchases exceeded called, matured and sold securities by $2,237,000.
Increased deposits of $4,787,000 were used for loan growth. Because the deposit
increase was not adequate to keep up with loan growth, the $5,240,000 decrease
in cash and cash equivalents was also used for loan growth as well as the
purchase of securities. A special cash dividend of $1.00 per share was declared
on February 15, 2005, resulting in $2,279,000 in cash dividends paid to
stockholders on April 1, 2005. The purpose of this special cash dividend was to
return to stockholders part of their investment as well as increase the return
on equity for the Corporation.
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.
11.
Results of Operations:
Interest income increased $175,000 or 3.29% for the first three months of 2005
over the same period in 2004. The $275,000 increase in interest income on loans
for the first three months of 2005 is due to an increase in volume of loans. The
$72,000 decrease in interest income on taxable securities and the $72,000
decrease in interest on tax exempt securities are both due to declining rates
and volume. The decline in rates for securities was .07%. The $44,000 increase
in other interest income is due to an increase in the rates of federal funds
sold of 1.50%. Interest bearing time deposits in banks increased $39,000 and the
increase in rate was 1.56%. Since November 2001, management has made an effort
to keep federal funds to a minimum by purchasing time certificate of deposits in
other banks. For the first three months of 2005, interest expense increased
$116,000 or 7.07% over 2004. The increase in rates for interest expense was
..11%. Interest income and expense for the first three months ended March 31,
2005, versus 2004, reflect the increasing interest rate environment for both
interest earning assets and interest bearing liabilities. This resulted in an
increase in net interest income of $59,000 or 1.61% for the three months ended
March 31, 2005.
The decrease in the provision for loan losses is based upon quarterly loan
portfolio reviews by management and a committee of the Board. Loan growth during
the first quarter of 2004 was $7,766,000 compared to loan growth in 2005 of
$5,082,000. 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 recoveries at March 31, 2005 were $1,000 compared to net charge-offs
of $2,000 at March 31, 2004. Past due and non-accrual loans at March 31, 2005
were $2,060,000. At March 31, 2004, this amount for past due and non-accrual
loans was $2,263,000. 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 increased $33,000 or 3.99% for the first three months of 2005 over
the same period in 2004. Trust department income decreased $40,000, customer
service fees increased $52,000, other income increased $55,000, and gain on sale
of securities decreased $34,000. The decrease in trust department income is a
result of a decrease in estate fees in 2005 over 2004. The increase in customer
service fees is a result of higher transaction volume as opposed to an increase
in fees. The increased volume is due to an overdraft privilege program. The
increase in other income is due in part to a $42,000 increase in mutual fund
commissions. The decrease in gain on sales of securities is due to decreased
availability of securities with attractive gains available.
Other expenses increased $53,000 or 2.02% for the three months ended March 31,
2005 over the same period in 2004. The $38,000 increase in salary and wages for
the three months ended March 31, 2005, compared to 2004, can be attributed to
normal merit increases. The $4,000 increase in employee benefits is due to an
increase in the cost of health care benefits. The $3,000 decrease in occupancy
resulted from lower snow removal costs in 2005. The increase of $26,000 in
equipment cost is from increased usage of the internet banking and telephone
banking products and installation of the teller and platform automation systems.
Director compensation decreased $6,000 due to a fully funded pension plan. Taxes
other than income had no change. The other expenses decreased $6,000 which can
be attributed to lower postage costs. The federal tax expense for the first
quarter increased $83,000 due to an increase in the effective tax rate for 2005
over 2004.
All of these factors combined have contributed to a increase in net income of
$8,000 or .59% for the first three months ended March 31, 2005 over 2004.
Earnings per share increased $.01 from $.60 to $.59 or 1.69% for the three
months ended March 31, 2005 over 2004.
12.
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.
The Corporation borrowed $5,000,000 from Federal Home Loan Bank in August of
2004, for a two year term with a fixed interest rate of 2.86%. Funding derived
from securities sold under agreements to repurchase began in September of 2004
through new corporate cash management accounts for business customers. This
allows the bank an ability to pay interest on corporate checking accounts.
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.
Off-Balance Sheet Arrangements:
The Corporation's financial statements do not reflect various off-balance sheet
arrangements that are made in the normal course of business, which may involve
some liquidity risk, credit risk and interest rate risk. These commitments
consist mainly of loans approved but not yet funded, unused lines of credit and
letters of credit made under the same standards as on-balance sheet instruments.
Commitments to extend credit are agreements to lend to a customer as long as
there is no violation of any condition established in the contract. Letters of
credit are conditional commitments issued to guarantee the financial performance
obligation of a customer to a third party. Unused commitments at March 31, 2005,
were $36,227,000. Because these instruments have fixed maturity dates, and
because many of them will expire without being drawn upon, they do not generally
present any significant liquidity risk to the Corporation. Management believes
that any amounts actually drawn upon can be funded in the normal course of
operations.
The Corporation has no investment in or financial relationship with any
unconsolidated entities that are reasonably likely to have a material effect on
liquidity or the availability of capital resources.
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 re-pricing terms of all assets and
liabilities.
As of March 31, 2005, the Corporation had a six-month negative gap of
$17,854,000. Generally a liability sensitive position indicates that more
liabilities than assets are expected to re-price 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.
13.
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,
2005 2004 2005 2004
--------- ------------ --------- ------------
TIER I 16.81% 17.54% 4.0% 4.0%
TIER I & II 17.95% 18.69% 8.0% 8.0%
Total Assets Leveraged Ratio:
TIER I 11.34% 11.58% 4.0% 4.0%
At March 31, 2005, the Corporation and the Bank exceed the regulatory
requirements to be considered a "well capitalized" financial institution.
Quantitative and Qualitative Disclosures About Market Risk:
From January 1, 2001 to March 31, 2004, the Federal Reserve has lowered the
federal funds rate thirteen times by 500 basis points. Since June 29, 2004, the
Federal Reserve raised interest rates by 175 basis points. As of March 31, 2005,
little impact has been experienced. Net interest margin for the Corporation was
4.28% at March 31, 2004 and decreased to 4.01% at March 31, 2005. Currently, the
Corporation has approximately 32.00% of its deposits in NOW, money market and
savings accounts, which it considers core deposits. These types 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. Interest rates on these core deposits have increased by 16
basis points from March 31, 2004 to March 31, 2005. As the Corporation
anticipates future federal fund rates increases; therefore future rate increases
on the core deposit accounts there will be further compression on net interest
margin. The added risk in this interest rate environment is that as the rates on
the core deposits are so low, investors could migrate to other types of accounts
paying higher rates. The last financial simulation performed by the Bank as of
December 31, 2004, showed a possible decline in net interest income of $60,000
in a -100 basis point rate shock over a one year period. If rates continue to
increase, in a +100 basis point shock over a one year period, the simulation
performed shows a possible $1,000 increase to net interest income. 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, 2004 for further
discussion of this matter.
14.
Item 4 - CONTROLS AND PROCEDURES
DISCLOSURE CONTROLS AND PROCEDURES
The Company's management, with the participation of the Company's Chief
Executive Officer and Chief Financial Officer has evaluated the effectiveness of
the Company's disclosure controls and procedures (as such term is defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934
(Exchange Act)) as of the end of the period covered by this report. Based on
such evaluation, the Company's Chief Executive Officer and Chief Financial
Officer have concluded that, as of the end of such period, the Company's
disclosure controls and procedures are effective in recording, processing,
summarizing and reporting, on a timely basis, information required to be
disclosed by the Company in the reports that it files or submits under the
Exchange Act. During the quarter, the Company's management became aware of the
Company's status as an accelerated filer and the Company instituted procedures
to assure that the Company's reports are timely filed.
INTERNAL CONTROL OVER FINANCIAL REPORTING
During the first quarter, the Company's management developed a plan to resolve
an identified material weakness in internal control over financial reporting.
The Company lacks sufficient personnel in the Finance Department to review
information and to assure that the information is calculated correctly and
properly disclosed in the financial statements and related footnotes. Greater
expertise is needed in certain complex areas of financial reporting, including
the calculation of income taxes, stock options and employee benefit plans.
Management has requested proposals from independent accounting firms for
assistance in the review of financial information, particularly with respect to
non-routine, major and complex financial transactions. Management will be
interviewing independent accounting firms in the coming weeks in order to remedy
this weakness at the earliest possible time.
15.
Part II. Other Information
Item 1. Legal Proceedings
In the opinion of management of the Corporation,
there are no legal proceedings pending to which the
Corporation or its subsidiary are a party or to which
their property is subject, which, if determined
adversely to the Corporation or its subsidiary, would
be material in relation to the Corporation's or its
subsidiary financial condition. There are no
proceedings pending other than ordinary routine
litigation incident to the business of the
Corporation or its subsidiary. In addition, no
material proceedings are pending or are known to be
threatened or contemplated against the Corporation or
its subsidiary by government authorities.
Item 2. Changes in Securities
(E) Issuer Purchases of Equity Securities
- -------------------------------------------------------------------------------------------------------------------------------
(d)
(c) Maximum number (or
(a) (b) Total number of shares (or approximate dollar value)
Period Total number of shares Average price paid units) purchased as part of of shares (or units) that
(or units) purchased per share (or unit) publicly announced plans may yet be purchased
or programs under the plans or
programs
- -------------------------------------------------------------------------------------------------------------------------------
Month #1
January 1 to 0 0 0 65,200
January 31, 2005
- -------------------------------------------------------------------------------------------------------------------------------
Month #2
February 1 to
February 28, 2005 2,000 42.95 2,000 63,200
- -------------------------------------------------------------------------------------------------------------------------------
Month #3
March 1 to 0 0 0 63,200
March 31, 2005
- -------------------------------------------------------------------------------------------------------------------------------
Total 2,000 42.95 2,000 63,200
- -------------------------------------------------------------------------------------------------------------------------------
On March 23, 2001, Juniata Valley Financial Corp. announced plans to buyback
100,000 shares of their stock. There is no expiration date to this buyback plan.
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
16.
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 February 16, 2005 announcing
year-end results and a special $1.00 cash dividend
payable to stockholders of record March 1, 2005
payable April 1, 2005.
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 May 10, 2005 By /s/ Francis J. Evanitsky
------------ --------------------------------------
Francis J. Evanitsky, President & CEO
Date May 10, 2005 By /s/ Linda L. Engle
------------ ---------------------------------------
Linda L. Engle, Executive VP & CFO