JUNIATA VALLEY FINANCIAL CORP - Quarter Report: 2008 March (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 1934 |
For the quarterly period ended March 31, 2008
OR
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 000-13232
Juniata Valley Financial Corp.
(Exact name of registrant as specified in its charter)
Pennsylvania | 23-2235254 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) | |
Bridge and Main Streets, Mifflintown, Pennsylvania | 17059 | |
(Address of principal executive offices) | (Zip Code) |
(717) 436-8211
(Registrants 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. þ Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). o Yes þ No
Indicate the number of shares outstanding of each of the issuers classes of common stock, as
of the latest practicable date.
Class | Outstanding as of May 9, 2008 | |
Common Stock ($1.00 par value) | 4,391,920 shares |
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION | ||||||
Item 1. | Financial Statements |
|||||
Consolidated Statements of Financial Condition
as of March 31, 2008 and December 31, 2007 (Unaudited) |
3 | |||||
Consolidated Statements of Income for the Three
Months Ended March 31, 2008 and 2007 (Unaudited) |
4 | |||||
Consolidated Statements of Changes in Stockholders Equity
for the Three Months Ended March 31, 2008 and 2007 (Unaudited) |
5 | |||||
Consolidated Statements of Cash Flows for the Three
Months Ended March 31, 2008 and 2007 (Unaudited) |
6 | |||||
Notes to Consolidated Financial Statements |
7 | |||||
Item 2. | Managements Discussion and Analysis
of Financial Condition and Results of Operations |
12 | ||||
Item 3. | Quantitative and Qualitative Disclosures about Market Risk |
17 | ||||
Item 4. | Controls and Procedures |
19 | ||||
PART II OTHER INFORMATION | ||||||
Item 1. | Legal Proceedings |
20 | ||||
Item 1A. | Risk Factors |
20 | ||||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
20 | ||||
Item 3. | Defaults upon Senior Securities |
20 | ||||
Item 4. | Submission of Matters to a Vote of Security Holders |
20 | ||||
Item 5. | Other Information |
20 | ||||
Item 6. | Exhibits |
21 | ||||
Signatures |
21 |
2
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Juniata Valley Financial Corp. and Subsidiary
Consolidated Statements of Financial Condition
(Unaudited, Dollar amounts in thousands, except share data)
March 31, | December 31, | |||||||
2008 | 2007 | |||||||
ASSETS |
||||||||
Cash and due from banks |
$ | 12,149 | $ | 12,254 | ||||
Interest bearing deposits with banks |
6,371 | 770 | ||||||
Federal funds sold |
10,000 | 7,500 | ||||||
Cash and cash equivalents |
28,520 | 20,524 | ||||||
Interest bearing time deposits with banks |
5,525 | 5,525 | ||||||
Securities available for sale |
59,081 | 67,056 | ||||||
Restricted investment in Federal Home Loan Bank (FHLB) stock |
1,261 | 1,095 | ||||||
Investment in unconsolidated subsidiary |
3,027 | 2,972 | ||||||
Total loans, net of unearned interest |
300,764 | 298,000 | ||||||
Less: Allowance for loan losses |
(2,340 | ) | (2,322 | ) | ||||
Total loans, net of allowance for loan losses |
298,424 | 295,678 | ||||||
Premises and equipment, net |
7,486 | 7,272 | ||||||
Bank owned life insurance and annuities |
12,477 | 12,344 | ||||||
Core deposit intangible |
378 | 389 | ||||||
Goodwill |
2,046 | 2,046 | ||||||
Accrued interest receivable and other assets |
6,716 | 5,245 | ||||||
Total assets |
$ | 424,941 | $ | 420,146 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
Liabilities: |
||||||||
Deposits: |
||||||||
Non-interest bearing |
$ | 49,686 | $ | 48,755 | ||||
Interest bearing |
313,971 | 310,702 | ||||||
Total deposits |
363,657 | 359,457 | ||||||
Securities sold under agreements to repurchase |
5,296 | 5,431 | ||||||
Other interest bearing liabilities |
1,052 | 1,037 | ||||||
Accrued interest payable and other liabilities |
6,111 | 5,649 | ||||||
Total liabilities |
376,116 | 371,574 | ||||||
Stockholders Equity: |
||||||||
Preferred stock, no par value: |
||||||||
Authorized - 500,000 shares, none issued |
||||||||
Common stock, par value $1.00 per share: |
||||||||
Authorized - 20,000,000 shares
Issued - 4,745,826 shares
Outstanding -
4,394,920 shares at March 31, 2008;
4,409,445 shares at December 31, 2007 |
4,746 | 4,746 | ||||||
Surplus |
18,309 | 18,297 | ||||||
Retained earnings |
32,884 | 32,755 | ||||||
Accumulated other comprehensive loss |
(143 | ) | (557 | ) | ||||
Cost of common stock in Treasury: |
||||||||
350,906 shares at March 31, 2008; 336,381
shares at December 31, 2007 |
(6,971 | ) | (6,669 | ) | ||||
Total stockholders equity |
48,825 | 48,572 | ||||||
Total liabilities and stockholders equity |
$ | 424,941 | $ | 420,146 | ||||
See accompanying notes to consolidated financial statements.
3
Juniata Valley Financial Corp. and Subsidiary
Consolidated Statements of Income
(Unaudited)
(Dollar amounts in thousands, except share data)
Three Months Ended | ||||||||
March 31, | ||||||||
2008 | 2007 | |||||||
Interest income: |
||||||||
Loans, including fees |
$ | 5,526 | $ | 5,620 | ||||
Taxable securities |
446 | 506 | ||||||
Tax-exempt securities |
246 | 171 | ||||||
Federal funds sold |
70 | 88 | ||||||
Other interest income |
75 | 62 | ||||||
Total interest income |
6,363 | 6,447 | ||||||
Interest expense: |
||||||||
Deposits |
2,446 | 2,593 | ||||||
Securities sold under agreements to repurchase |
26 | 66 | ||||||
Other interest bearing liabilities |
9 | 9 | ||||||
Total interest expense |
2,481 | 2,668 | ||||||
Net interest income |
3,882 | 3,779 | ||||||
Provision for loan losses |
32 | 67 | ||||||
Net interest income after provision for loan losses |
3,850 | 3,712 | ||||||
Noninterest income: |
||||||||
Trust fees |
123 | 117 | ||||||
Customer service fees |
392 | 387 | ||||||
Earnings on bank-owned life insurance and annuities |
124 | 104 | ||||||
Commissions from sales of non-deposit products |
211 | 226 | ||||||
Income from unconsolidated subsidiary |
42 | 41 | ||||||
Gain on sale of securities |
13 | | ||||||
Loss on sales of other assets |
(6 | ) | | |||||
Other noninterest income |
233 | 163 | ||||||
Total noninterest income |
1,132 | 1,038 | ||||||
Noninterest expense: |
||||||||
Employee compensation expense |
1,255 | 1,187 | ||||||
Employee benefits |
437 | 404 | ||||||
Occupancy |
232 | 238 | ||||||
Equipment |
179 | 167 | ||||||
Data processing expense |
334 | 324 | ||||||
Director compensation |
114 | 119 | ||||||
Professional fees |
84 | 104 | ||||||
Taxes, other than income |
131 | 138 | ||||||
Amortization of intangibles |
11 | 11 | ||||||
Other noninterest expense |
264 | 276 | ||||||
Total noninterest expense |
3,041 | 2,968 | ||||||
Income before income taxes |
1,941 | 1,782 | ||||||
Provision for income taxes |
539 | 503 | ||||||
Net income |
$ | 1,402 | $ | 1,279 | ||||
Earnings per share |
||||||||
Basic |
$ | 0.32 | $ | 0.29 | ||||
Diluted |
$ | 0.32 | $ | 0.29 | ||||
Cash dividends declared per share |
$ | 0.18 | $ | 0.17 | ||||
Weighted average basic shares outstanding |
4,403,132 | 4,450,211 | ||||||
Weighted average diluted shares outstanding |
4,412,846 | 4,460,246 |
See accompanying notes to consolidated financial statements.
4
Juniata Valley Financial Corp. and Subsidiary
Consolidated Statements of Changes in Stockholders Equity
(Unaudited)
(Amounts in thousands, except share data)
Three Months Ended March 31, 2008 | ||||||||||||||||||||||||||||
Number | Accumulated | |||||||||||||||||||||||||||
of | Other | Total | ||||||||||||||||||||||||||
Shares | Common | Retained | Comprehensive | Treasury | Stockholders | |||||||||||||||||||||||
Outstanding | Stock | Surplus | Earnings | Loss | Stock | Equity | ||||||||||||||||||||||
Balance at December 31, 2007 |
4,409,445 | $ | 4,746 | $ | 18,297 | $ | 32,755 | $ | (557 | ) | $ | (6,669 | ) | $ | 48,572 | |||||||||||||
Comprehensive income: |
||||||||||||||||||||||||||||
Net income |
1,402 | 1,402 | ||||||||||||||||||||||||||
Change in unrealized losses on securities
available for sale, net of reclassifica-
tion adjustment and tax effects |
414 | 414 | ||||||||||||||||||||||||||
Total comprehensive income |
1,816 | |||||||||||||||||||||||||||
Implementation of EITF 06-4, Accounting
for Deferred Compensation and
Postretirement Benefit Aspects of
Endorsement Split-Dollar Life Insurance
Arrangements (Note B) |
(480 | ) | (480 | ) | ||||||||||||||||||||||||
Cash dividends at $0.18 per share |
(793 | ) | (793 | ) | ||||||||||||||||||||||||
Stock-based compensation activity |
12 | 12 | ||||||||||||||||||||||||||
Purchase of treasury stock, at cost |
(14,525 | ) | (302 | ) | (302 | ) | ||||||||||||||||||||||
Balance at March 31, 2008 |
4,394,920 | $ | 4,746 | $ | 18,309 | $ | 32,884 | $ | (143 | ) | $ | (6,971 | ) | $ | 48,825 | |||||||||||||
Three Months Ended March 31, 2007 | ||||||||||||||||||||||||||||
Number | Accumulated | |||||||||||||||||||||||||||
of | Other | Total | ||||||||||||||||||||||||||
Shares | Common | Retained | Comprehensive | Treasury | Stockholders | |||||||||||||||||||||||
Outstanding | Stock | Surplus | Earnings | Loss | Stock | Equity | ||||||||||||||||||||||
Balance at December 31, 2006 |
4,457,934 | $ | 4,746 | $ | 18,259 | $ | 31,531 | $ | (1,098 | ) | $ | (5,652 | ) | $ | 47,786 | |||||||||||||
Comprehensive income: |
||||||||||||||||||||||||||||
Net income |
1,279 | 1,279 | ||||||||||||||||||||||||||
Change in unrealized losses on securities
available for sale, net of reclassifica-
tion adjustment and tax effects |
43 | 43 | ||||||||||||||||||||||||||
Total comprehensive income |
1,322 | |||||||||||||||||||||||||||
Cash dividends at $0.17 per share |
(757 | ) | (757 | ) | ||||||||||||||||||||||||
Stock-based compensation activity |
10 | 10 | ||||||||||||||||||||||||||
Purchase of treasury stock, at cost |
(17,200 | ) | (364 | ) | (364 | ) | ||||||||||||||||||||||
Treasury stock issued for
stock option plan |
1,522 | (5 | ) | 30 | 25 | |||||||||||||||||||||||
Balance at March 31, 2007 |
4,442,256 | $ | 4,746 | $ | 18,264 | $ | 32,053 | $ | (1,055 | ) | $ | (5,986 | ) | $ | 48,022 | |||||||||||||
See accompanying notes to consolidated financial statements.
5
Juniata Valley Financial Corp. and Subsidiary
Consolidated Statements of Cash Flows
(Unaudited)
(Amounts in thousands)
Three Months Ended March 31, | ||||||||
2008 | 2007 | |||||||
Operating activities: |
||||||||
Net income |
$ | 1,402 | $ | 1,279 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
Provision for loan losses |
32 | 67 | ||||||
Provision for depreciation |
170 | 160 | ||||||
Net (accretion) amortization of securities premiums (discounts) |
(18 | ) | 23 | |||||
Amortization of core deposit intangible |
11 | 11 | ||||||
Net realized gains on sales of securities |
(13 | ) | | |||||
Losses (gains) on sales of other assets |
6 | (12 | ) | |||||
Earnings on bank owned life insurance and annuities |
(124 | ) | (104 | ) | ||||
Deferred income tax expense (benefit) |
3 | (4 | ) | |||||
Equity in earnings of unconsolidated subsidiary, net of dividends of $0 and $48 |
(42 | ) | 7 | |||||
Stock-based compensation expense |
12 | 10 | ||||||
(Increase) decrease in accrued interest receivable and other assets |
(891 | ) | 34 | |||||
(Decrease) increase in accrued interest payable and other liabilities |
(3 | ) | 527 | |||||
Net cash provided by operating activities |
545 | 1,998 | ||||||
Investing activities: |
||||||||
Purchases of: |
||||||||
Securities available for sale |
(10,176 | ) | (14,582 | ) | ||||
Securities held to maturity |
| (3,955 | ) | |||||
FHLB stock |
(166 | ) | | |||||
Premises and equipment |
(384 | ) | (58 | ) | ||||
Bank owned life insurance and annuities |
(28 | ) | (29 | ) | ||||
Proceeds from: |
||||||||
Maturities of and principal repayments on
securities available for sale |
17,949 | 9,547 | ||||||
Redemption of FHLB stock |
| 82 | ||||||
Bank owned life insurance and annuities |
19 | 20 | ||||||
Sale of other real estate owned |
45 | 157 | ||||||
Net (increase) decrease in loans receivable |
(2,778 | ) | 5,614 | |||||
Net cash provided by (used in) investing activities |
4,481 | (3,204 | ) | |||||
Financing activities: |
||||||||
Net increase in deposits |
4,200 | 6,479 | ||||||
Net decrease in short-term borrowings and securities
sold under agreements to repurchase |
(135 | ) | (587 | ) | ||||
Cash dividends |
(793 | ) | (757 | ) | ||||
Purchase of treasury stock |
(302 | ) | (290 | ) | ||||
Treasury stock issued for dividend reinvestment
and employee stock purchase plan |
| 25 | ||||||
Net cash provided by financing activities |
2,970 | 4,870 | ||||||
Net increase in cash and cash equivalents |
7,996 | 3,664 | ||||||
Cash and cash equivalents at beginning of period |
20,524 | 17,778 | ||||||
Cash and cash equivalents at end of period |
$ | 28,520 | $ | 21,442 | ||||
Supplemental information: |
||||||||
Interest paid |
$ | 2,531 | $ | 2,702 | ||||
Income taxes paid |
$ | 75 | $ | | ||||
Supplemental schedule of noncash investing and financing activities: |
||||||||
Transfer of loans to other real estate owned |
$ | | $ | 52 |
See accompanying notes to consolidated financial statements.
6
Juniata Valley Financial Corp. and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A Basis of Presentation and Accounting Policies
The financial information includes the accounts of Juniata Valley Financial Corp. (the
Corporation) and its wholly owned subsidiary, The Juniata Valley Bank (the Bank). All
significant intercompany accounts and transactions have been eliminated.
The accompanying unaudited consolidated financial statements have been prepared in accordance with
U.S. generally accepted accounting principles for interim financial information. Accordingly, they
do not include all of the information and footnotes required by U.S. 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, 2008, are not necessarily indicative of the results for the year
ended December 31, 2008. For further information, refer to the consolidated financial statements
and footnotes thereto included in Juniata Valley Financial Corp.s Annual Report on Form 10-K for
the year ended December 31, 2007.
NOTE B Recent Accounting Pronouncements
On January 1, 2008, the Corporation adopted the provisions of Emerging Issues Task Force (EITF) No.
06-4, Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement
Split-Dollar Life Insurance Arrangements (EITF 06-4). EITF 06-4 requires employers who have
entered into a split-dollar life insurance arrangement with an employee that extends to
post-retirement periods, to recognize a liability and related compensation costs in accordance with
FAS No. 106, Accounting for Post Retirement Benefit Obligations or Accounting Principles Board
Opinion No. 12, Omnibus Opinion. EITF 06-4 was adopted through a cumulative effect adjustment to
retained earnings on January 1, 2008. The Company recognized its liability and related compensation
costs in accordance with APB Opinion No. 12. The cumulative effect reduction to retained earnings
was $480,000. The impact to earnings for the full year in 2008 is expected to be a decrease of
approximately $93,000.
FASB Statement No. 141 (R) Business Combinations was issued in December of 2007. This Statement
establishes principles and requirements for how the acquirer of a business recognizes and measures
in its financial statements the identifiable assets acquired, the liabilities assumed, and any
noncontrolling interest in the acquiree. The Statement also provides guidance for recognizing and
measuring the goodwill acquired in the business combination and determines what information to
disclose to enable users of the financial statements to evaluate the nature and financial effects
of the business combination. The guidance will become effective as of the beginning of a companys
fiscal year beginning after December 15, 2008. This new pronouncement will impact the Companys
accounting for business combinations beginning January 1, 2009.
FASB Statement No. 160 Noncontrolling Interests in Consolidated Financial Statementsan amendment
of ARB No. 51 was issued in December of 2007. This Statement establishes accounting and reporting
standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. The guidance will become effective
as of the beginning of a companys fiscal year beginning after December 15, 2008. The Company
believes that this new pronouncement will not have a material impact on the Companys consolidated
financial statements in future periods.
In March 2008, the FASB issued Statement No. 161, Disclosures about Derivative Instruments and
Hedging Activitiesan amendment of Statement No. 133 (Statement 161). Statement 161 requires
entities that utilize derivative instruments to provide qualitative disclosures about their
objectives and strategies for using such instruments, as well as any details of credit-risk-related
contingent features contained within derivatives. Statement 161 also requires entities to disclose
additional information about the amounts and location of derivatives located within the financial
statements, how the provisions of SFAS 133 have been applied, and the impact that hedges have on an
entitys financial position, financial performance, and cash flows. Statement 161 is effective for
fiscal years and interim periods beginning after November 15, 2008, with early application
encouraged. The Company is currently not
7
using derivative instruments and does not engage in
hedging activities, but is evaluating the potential impact the new pronouncement will have on its
consolidated financial statements.
In February 2008, the FASB issued a FASB Staff Position (FSP) FAS 140-3, Accounting for Transfers
of Financial Assets and Repurchase Financing Transactions. This FSP addresses the issue of whether
or not these transactions should be viewed as two separate transactions or as one linked
transaction. The FSP includes a rebuttable presumption that presumes linkage of the two
transactions unless the presumption can be overcome by meeting certain criteria. The FSP will be
effective for fiscal years beginning after November 15, 2008 and will apply only to original
transfers made after that date; early adoption will not be allowed. The Company does not believe
that there will be an impact of the new pronouncement on its consolidated financial statements.
NOTE C Comprehensive Income
U.S. generally accepted accounting principles 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 consolidated balance sheets, such items, along with net income, are
components of comprehensive income.
The components of comprehensive income and related tax effects are as follows (in thousands):
Three Months Ended March 31, 2008 | Three Months Ended March 31, 2007 | |||||||||||||||||||||||
Before | Tax Expense | Before | Tax Expense | |||||||||||||||||||||
Tax | or | Net-of-Tax | Tax | or | Net-of-Tax | |||||||||||||||||||
Amount | (Benefit) | Amount | Amount | (Benefit) | Amount | |||||||||||||||||||
Net income |
$ | 1,941 | $ | 539 | $ | 1,402 | $ | 1,782 | $ | 503 | $ | 1,279 | ||||||||||||
Other comprehensive income: |
||||||||||||||||||||||||
Unrealized gains on available for sale securities: |
||||||||||||||||||||||||
Unrealized gains arising during the period |
621 | 211 | 410 | 64 | 21 | 43 | ||||||||||||||||||
Unrealized gains from unconsolidated subsidiary |
13 | 13 | | |||||||||||||||||||||
Less reclassification adjustment for: |
||||||||||||||||||||||||
gains included in net income |
(13 | ) | (4 | ) | (9 | ) | | | | |||||||||||||||
Other comprehensive income |
621 | 207 | 414 | 64 | 21 | 43 | ||||||||||||||||||
Total comprehensive income |
$ | 2,562 | $ | 746 | $ | 1,816 | $ | 1,846 | $ | 524 | $ | 1,322 | ||||||||||||
NOTE D Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share:
(Amounts, except earnings per share, in thousands) | ||||||||
Three Months | Three Months | |||||||
Ended | Ended | |||||||
March 31, 2008 | March 31, 2007 | |||||||
Net income |
$ | 1,402 | $ | 1,279 | ||||
Weighted-average common shares outstanding |
4,403 | 4,450 | ||||||
Basic earnings per share |
$ | 0.32 | $ | 0.29 | ||||
Weighted-average common shares outstanding |
4,403 | 4,450 | ||||||
Common stock equivalents due to effect of stock options |
10 | 10 | ||||||
Total weighted-average common shares and equivalents |
4,413 | 4,460 | ||||||
Diluted earnings per share |
$ | 0.32 | $ | 0.29 | ||||
8
NOTE E Commitments, Contingent Liabilities and Guarantees
In the ordinary course of business, the Corporation makes commitments to extend credit to its
customers through letters of credit, loan commitments and lines of credit. At March 31, 2008, the
Corporation had $53,006,000 outstanding in loan commitments and other unused lines of credit
extended to its customers as compared to $51,371,000 at December 31, 2007.
The Corporation does not issue any guarantees that would require liability recognition or
disclosure, other than its letters of credit. Letters of credit are conditional commitments issued
by the Corporation to guarantee the performance of a customer to a third party. Generally, all
letters of credit have expiration dates within one year of issuance. 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 $684,000 and $718,000 of letters of credit
commitments as of March 31, 2008 and December 31, 2007, respectively. Management believes that the
proceeds obtained through a liquidation of collateral and the enforcement of guarantees would be
sufficient to cover the potential amount of future payments required under the corresponding
guarantees. The current amount of the liability as of March 31, 2008 for payments under letters of
credit issued was not material.
NOTE F 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 Corporations
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. The Corporation has contributed
$50,000 in the first three months of 2007 and expects to contribute a total of $200,000 to the
defined benefit plan in 2008.
Pension expense included the following components for the three month periods ended March 31, 2008
and 2007:
Three Months Ended | ||||||||
March 31, | ||||||||
(Dollar amounts in thousands) | 2008 | 2007 | ||||||
Components of net periodic
pension cost |
||||||||
Service cost |
$ | 45 | $ | 74 | ||||
Interest cost |
110 | 99 | ||||||
Expected return on plan assets |
(106 | ) | (90 | ) | ||||
Additional recognized amounts |
9 | 13 | ||||||
Net periodic pension cost |
$ | 58 | $ | 96 | ||||
On August 21, 2007, the Board of Directors of the Corporation (Board) approved a proposal to close
the defined benefit retirement plan to new entrants as of January 1, 2008. The Board also approved
changes to the Corporations defined contribution plan as of January 1, 2008 that allow for
employer contributions. In the first three months of 2008, the Corporation recorded an expense of
$38,000 as an accrual for such employer contributions.
NOTE G- Acquisition
In 2006, the Corporation acquired a branch office in Richfield, PA. The acquisition included real
estate, deposits and loans. The assets and liabilities of the acquired business were recorded on
the consolidated balance sheet at their estimated fair values as of September 8, 2006, and their
results of operations have been included in the consolidated statements of income since such date.
9
Included in the purchase price of the branch was goodwill and core deposit intangible of $2,046,000
and $449,000, respectively. The core deposit intangible is being amortized over a ten-year period
on a straight line basis. During the first three months of 2008 and 2007, amortization expense was
$11,000. Accumulated amortization of core deposit intangible through March 31, 2008 was $71,000.
The goodwill is not amortized, but is measured annually for impairment.
NOTE H Investment in Unconsolidated Subsidiary
The Corporation owns 39.16% of the outstanding common stock of The First National Bank of Liverpool
(FNBL), Liverpool, PA. This investment is accounted for under the equity method of accounting, as
defined in Accounting Principles Board Opinion No. 18. The investment is being carried at
$3,027,000 as of March 31, 2008, of which $2,018,000 represents the underlying equity in net assets
of FNBL. The difference between the investment carrying amount and the amount of the underlying
equity, $1,009,000, is considered to be goodwill and is being evaluated quarterly for impairment. A
loss in value of the investment which is other than a temporary decline will be recognized.
Evidence of a loss in value might include, but would not necessarily be limited to, absence of an
ability to recover the carrying amount of the investment or inability of FNBL to sustain an
earnings capacity which would justify the carrying amount of the investment.
NOTE I Fair Value Measurements
Effective January 1, 2008, the Corporation adopted the provisions of SFAS No 157, Fair Value
Measurements for financial assets and financial liabilities. In accordance with FASB Staff
Position (FSP) No. 157-2, Effective Date of FASB Statement No. 157, the Corporation will delay
application of SFAS 157 for non-financial assets and non-financial liabilities until January 1,
2009. SFAS 157 defines fair value, establishes a framework for measuring fair value in generally
accepted accounting principles and expands disclosures about fair value measurements.
SFAS 157 defines fair value as the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants. A fair value
measurement assumes that the transaction to sell the asset or transfer the liability occurs in the
principal market for the asset or liability or, in the absence of a principal market, the most
advantageous market for the asset or liability. The price in the principal (or most advantageous)
market used to measure the fair value of the asset or liability shall not be adjusted for
transaction costs. An orderly transaction is a transaction that assumes exposure to the market for
a period prior to the measurement date to allow for marketing activities that are usual and
customary for transactions involving such assets and liabilities; it is not a forced transaction.
Market participants are buyers and sellers in the principal market that are (i) independent, (ii)
knowledgeable, (iii) able to transact and (iv) willing to transact.
SFAS 157 requires the use of valuation techniques that are consistent with the market approach, the
income approach and/or the cost approach. The market approach uses prices and other relevant
information generated by market transactions involving identical or comparable assets and
liabilities. The income approach uses valuation techniques to convert future amounts, such as cash
flows or earnings, to a single present amount on a discounted basis. The cost approach is based on
the amount that currently would be required to replace the service capacity of an asset
(replacement cost). Valuation techniques should be consistently applied. Inputs to valuation
techniques refer to the assumptions that market participants would use in pricing the asset or
liability. Inputs may be observable, meaning those that reflect the assumptions market participants
would use in pricing the asset or liability developed based on market data obtained from
independent sources, or unobservable, meaning those that reflect the reporting entitys own
assumptions about the assumptions market participants would use in pricing the asset or liability
developed based on the best information available in the circumstances. In that regard, SFAS 157
establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted
prices in active markets for identical assets or liabilities and the lowest priority to
unobservable inputs. The fair value hierarchy is as follows:
Level 1 Inputs Unadjusted quoted prices in active markets for identical assets or
liabilities that the reporting entity has the ability to access at the measurement date.
Level 2 Inputs Inputs other than quoted prices included in Level 1 that are observable for
the asset or liability, either directly or indirectly. These might include quoted prices for
similar assets or liabilities in active markets, quoted prices for identical or similar
assets or liabilities in markets that are not active, inputs other than quoted prices that
are observable for the asset or liability (such as interest rates, volatilities,
10
prepayment
speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by
market data by correlation or other means.
Level 3 Inputs Unobservable inputs for determining the fair values of assets or
liabilities that reflect on entitys own assumptions about the assumptions that market
participants would use in pricing the assets or liabilities.
A description of the valuation methodologies used for instruments measured at fair value, as well
as the general classification of such instruments pursuant to the valuation hierarchy, is set forth
below. These valuation methodologies were applied to all of the Corporations financial assets and
financial liabilities carried at fair value effective January 1, 2008.
In general, fair value is based upon quoted market prices, where available. If such quoted market
prices are not available, fair value is based upon internally developed models that primarily use,
as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that
financial instruments are recorded at fair value. These adjustments may include amounts to reflect
counterparty credit quality, the Corporations creditworthiness, among other things, as well as
unobservable parameters. Any such valuation adjustments are applied consistently over time. The
Corporations valuation methodologies may produce a fair value calculation that may not be
indicative of net realizable value or reflective of future fair values. While management believes
the Corporations valuation methodologies are appropriate and consistent with other market
participants, the use of different methodologies or assumptions to determine the fair value of
certain financial instruments could result in a different estimate of fair value at the reporting
date.
Securities Available for Sale. Securities classified as available for sale are reported at fair
value utilizing Level 2 inputs. For these securities, the Corporation obtains fair value
measurement from an independent pricing service. The fair value measurements consider observable
data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve,
live trading levels, trade execution data , market consensus prepayment speeds, credit information
and the bonds terms and conditions, among other things.
Impaired Loans. Certain impaired loans are reported at the fair value of the underlying collateral
if repayment is expected solely from the collateral. Collateral values are estimated using Level 3
inputs based on customized discounting criteria.
The following table summarizes financial assets and financial liabilities measured at fair value on
a recurring basis as of March 31, 2008, segregated by the level of the valuation inputs within the
fair value hierarchy utilized to measure fair value (in thousands).
Level 1 | Level 2 | Level 3 | Total Fair | |||||||||||||
Inputs | Inputs | Inputs | Value | |||||||||||||
Securities available for sale |
| $ | 59,081 | | $ | 59,081 |
Certain financial assets and financial liabilities are measured at fair value on a nonrecurring
basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject
to fair value adjustments in certain circumstances (for example, when there is evidence of
impairment). Financial assets and liabilities measured at fair value on a non-recurring basis were
not significant at March 31, 2008.
Certain non-financial assets and non-financial liabilities measured at fair value on a recurring
basis include reporting units measured at fair value in the first step of a goodwill impairment
test. Certain non-financial assets measured at fair value on a non-recurring basis include
non-financial assets and non-financial liabilities measured at fair value in the second step of a
goodwill impairment test, as well as intangible assets and other non-financial long-lived assets
measured at fair value for impairment assessment. As stated above, SFAS 157 will be applicable to
these fair value measurements beginning January 1, 2009.
Effective January 1, 2008, the Corporation adopted the provisions of SFAS No. 159, The Fair Value
Option for Financial Assets and Financial Liabilities Including an amendment of FASB Statement
No. 115. SFAS 159 permits the Corporation to choose to measure eligible items at fair value at
specified election dates. Unrealized gains and
11
losses on items for which the fair value measurement
option has been elected are reported in earnings at each subsequent reporting date. The fair value
option (i) may be applied instrument by instrument, with certain exceptions, thus the Corporation
may record identical financial assets and liabilities at fair value or by another measurement basis
permitted under generally accepted accounting principles, (ii) is irrevocable (unless a new
election date occurs) and (iii) is applied only to entire instruments and not to portions of
instruments. Adoption of SFAS 159 on January 1, 2008 did not have a significant impact on the
Corporations financial statements.
NOTE J Subsequent Events
On April 15, 2008, the Board of Directors declared a regular cash dividend for the second quarter
of 2008 of $0.18 per share to shareholders of record on May 15, 2008, payable on June 1, 2008.
Item 2. Managements 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, performance or achievements expressed or implied by such forward-looking statements to
differ materially from those projected. Those risks and uncertainties include changes in interest
rates and their impact on the level of deposits, loan demand and value of loan collateral,
increased competition from other financial institutions, governmental monetary policy, legislation
and changes in banking regulations, 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 update such forward-looking statements to reflect events or circumstances after
the date hereof or to reflect the occurrence of unanticipated events.
Critical Accounting Policies:
Disclosure of the Corporations significant accounting policies is included in the notes to the
consolidated financial statements of the Corporations Annual Report on Form 10-K for the year
ended December 31, 2007. Some of these policies require 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, as well as
managements evaluation of the investment portfolio for other-than-temporary impairment.
General:
The following discusses the consolidated financial condition of the Corporation as of March 31,
2008, as compared to December 31, 2007, and the consolidated results of operations for the three
months ended March 31, 2008, compared to the same period in 2007. This discussion should be read in
conjunction with the interim consolidated financial statements and related footnotes included
herein.
Introduction:
Juniata Valley Financial Corp. is a Pennsylvania corporation organized in 1983 to become the
holding company of The Juniata Valley Bank (Bank). The Bank is a state-chartered bank
headquartered in Mifflintown, Pennsylvania. Juniata Valley Financial Corp. and its subsidiary bank
derive substantially all of their income from banking and bank-related services, including interest
earned on residential real estate, commercial mortgage, commercial and consumer loans, interest
earned on investment securities and fee income from deposit services and other financial services
to its customers through 12 locations in central Pennsylvania. Juniata Valley Financial Corp. also
owns 39.16% of the First National Bank of Liverpool, located in Liverpool, Pennsylvania. Juniata
accounts for Liverpool as an unconsolidated subsidiary using the equity method of accounting.
12
Financial Condition:
As of March 31, 2008, total assets increased by $4,795,000, or 1.1%, as compared to December 31,
2007. The increase was primarily funded by a $4.2 million increase in deposits. Of the increase in
deposits, 78% was interest-bearing in nature. The deposit increases were primarily used to fund
loan growth, with the excess invested in federal funds.
The table below shows changes in deposit volumes by type of deposit (in thousands of dollars)
between December 31, 2007 and March 31, 2008. Only the category of NOW and money market accounts
had a decrease, and we believe that, in the recent declining rate environment, some of our customer
base has chosen to lock in rates in savings and time deposit instruments to protect their yield.
March 31, | December 31, | Change | ||||||||||||||
2008 | 2007 | $ | % | |||||||||||||
Deposits: |
||||||||||||||||
Demand, non-interest bearing |
$ | 49,686 | $ | 48,755 | $ | 931 | 1.9 | % | ||||||||
NOW and money market |
70,202 | 74,821 | (4,619 | ) | (6.2 | %) | ||||||||||
Savings |
36,154 | 33,877 | 2,277 | 6.7 | % | |||||||||||
Time deposits, $100,000 and more |
39,158 | 36,308 | 2,850 | 7.8 | % | |||||||||||
Other time deposits |
168,457 | 165,696 | 2,761 | 1.7 | % | |||||||||||
Total deposits |
$ | 363,657 | $ | 359,457 | $ | 4,200 | 1.2 | % | ||||||||
Overall, loans, net of unearned interest, increased by $2,764,000, or 0.9%, between December 31,
2007 and March 31, 2008. As shown in the table below, the increase in outstanding loans since
December 31, 2007 has been related to mortgage activity, supplemented by increases in loans made to
local municipalities (in thousands of dollars).
March 31, | December 31, | Change | ||||||||||||||
2008 | 2007 | $ | % | |||||||||||||
Loans: |
||||||||||||||||
Commercial |
$ | 92,511 | $ | 91,679 | $ | 832 | 0.9 | % | ||||||||
Mortgage |
129,268 | 127,324 | 1,944 | 1.5 | % | |||||||||||
Home Equity , net of unearned |
63,601 | 63,678 | (77 | ) | (0.1 | %) | ||||||||||
Installment |
15,384 | 15,319 | 65 | 0.4 | % | |||||||||||
Total loans |
$ | 300,764 | $ | 298,000 | $ | 2,764 | 0.9 | % | ||||||||
A summary of the transactions in the allowance for loan losses for each of the three months ended
March 31, 2008 and 2007 (in thousands) are presented below.
Periods Ended March 31, | ||||||||
2008 | 2007 | |||||||
Balance of allowance January 1 |
$ | 2,322 | $ | 2,572 | ||||
Loans charged off |
(25 | ) | (56 | ) | ||||
Recoveries of loans previously charged off |
11 | 15 | ||||||
Net charge-offs |
(14 | ) | (41 | ) | ||||
Provision for loan losses |
32 | 67 | ||||||
Balance of allowance end of period |
$ | 2,340 | $ | 2,598 | ||||
Ratio of net charge-offs during period to
average loans outstanding |
0.00 | % | 0.01 | % | ||||
As of March 31, 2008, the Corporation had one large loan relationship, with a carrying balance of
$341,000, considered to be impaired for which there is a specific allocation of $36,000 within the
loan loss reserve; management believes that the reserve is adequate to cover potential future
losses related to this relationship. There are two other
13
significant loan relationships considered
to be impaired, totaling $1,111,000, but for which there is no specific allocation within the
allowance for loan losses. Otherwise, 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. Following is a
summary of the Banks non-performing loans on March 31, 2008 as compared to December 31, 2007.
(Dollar amounts in thousands) | March 31, 2008 | December 31, 2007 | ||||||
Non-performing loans |
||||||||
Nonaccrual loans |
$ | 766 | $ | | ||||
Accruing loans past due 90 days or more |
659 | 837 | ||||||
Restructured loans |
| | ||||||
Total |
$ | 1,425 | $ | 837 | ||||
Average loans outstanding |
$ | 298,944 | $ | 300,607 | ||||
Ratio of non-performing loans to average loans outstanding |
0.48 | % | 0.28 | % |
Stockholders equity increased by $253,000, or 0.5%, from December 31, 2007 to March 31, 2008. Net
income of $1,402,000 was offset by dividends of $793,000 and net purchases of treasury stock of
$302,000. The Corporation repurchased stock into treasury pursuant to its stock repurchase program.
During the first three months of 2008, the Corporation purchased 14,525 shares. Securities
available for sale increased in market value, representing an increase to equity of $414,000, net
of taxes, during the period, which was offset by a reduction in equity of $480,000 as a result of
the adoption of the post-retirement split-dollar accounting treatment prescribed under EITF 06-4.
Management is not aware of any current recommendations of applicable regulatory authorities that,
if implemented, would have a material effect on the Corporations liquidity, capital resources, or
operations.
Subsequent to March 31, 2008, the following events took place:
On April 15, 2008, the Board of Directors declared a regular cash dividend for the second quarter
of 2008 of $0.18 per share to shareholders of record on May 15, 2008, payable on June 2, 2008.
Comparison of the Three Months Ended March 31, 2008 and 2007
Operations Overview:
Net income for the first quarter of 2008 was $1,402,000, an increase of $123,000, or 9.6%, compared
to the first quarter of 2007. Basic and diluted earnings per share increased 10.3% over the 2007
quarter, from $0.29 to $0.32. Annualized return on average equity for the first quarter in 2008 was
11.60%, comparing favorably to the prior years ratio for the same period of 10.64%, an increase of
9.0%. For the quarter ended March 31, annualized return on average assets was 1.34% in 2008, versus
1.23% in 2007, reflecting an increase of 8.9%. The increase in net income was primarily a result of
higher net interest income and non-interest income, partially offset by an increase in non-interest
expense.
14
Presented below are selected key ratios for the two periods:
Three Months Ended | ||||||||
March 31 | ||||||||
2008 | 2007 | |||||||
Return on average assets (annualized) |
1.34 | % | 1.23 | % | ||||
Return on average equity (annualized) |
11.60 | % | 10.64 | % | ||||
Average equity to average assets |
11.52 | % | 11.53 | % | ||||
Non-interest income, excluding securities gains, as a percentage of average assets (annualized) |
1.07 | % | 0.99 | % | ||||
Non-interest expense as a percentage of average assets (annualized) |
2.90 | % | 2.85 | % |
The discussion that follows further explains changes in the components of net income when comparing
the first quarter of 2008 with the first quarter of 2007.
Net Interest Income:
Net interest income was $3,882,000 for the first quarter of 2008, as compared to $3,779,000 in the
same quarter in 2007. Levels of average earning assets were similar in both quarters, but the 300
basis point reduction in the prime and federal funds rates between March 31, 2007 and March 31,
2008, affected the cost of funding to a greater extent than the yield on earning assets in the
quarter to quarter comparison.
Interest on loans decreased $94,000, or 1.7%, in the first quarter of 2008 as compared to the same
period in 2007. An average weighted interest rate decrease of 8 basis points, in conjunction with a
decrease of $3.2 million in the average balance of the loan portfolio, was responsible for lower
interest income in comparison to the 2007 period.
Interest earned on investment securities and money market investments increased $15,000 in the
first quarter of 2008 as compared to 2007, with average balances increasing $2.7 million during the
period. The yield on money market investments (federal funds and interest bearing deposits)
decreased by 132 basis points in the first quarter of 2008 as compared to the first quarter of
2009, due to the reduction in the federal funds target rate from 5.25% in the first quarter of 2007
to 2.25% as of March 31, 2008. However, the overall pre-tax yield on the investment securities
portfolio increased during that same timeframe by 19 basis points, as a result of maturities during
2007 being reinvested at more favorable rates.
Average interest-bearing deposits and securities sold under agreements to repurchase declined by
$1,700,000, while average non-interest bearing deposits grew by $3,483,000. This change in the mix
of deposits, in addition to the lower general rate environment, contributed to the reduction in the
cost to fund earning assets, which was reduced by 21 basis points to 2.62% in the first quarter of
2008.
Total average earning assets during the first quarter of 2008 were $381,477,000, compared to
$381,956,000 during the first quarter of 2007, yielding 6.69% in 2008 versus 6.80% in 2007. Funding
costs for the earning assets were 2.62% and 2.83%, for the first quarters of 2008 and 2007,
respectively. Net interest margin on a fully tax-equivalent basis for the first quarter of 2008 was
4.25%. For the same period in 2007, the fully-tax equivalent net interest margin was 4.09%.
Provision for Loan Losses:
In the first quarter of 2008, the provision for loan losses was $32,000. Management regularly
reviews the adequacy of the loan loss reserve and makes assessments as to specific loan impairment,
historical charge-off expectations, general economic conditions in the Banks market area, specific
loan quality and other factors. In the first quarter of 2007, the recorded loan loss provision was
$67,000.
15
Non-interest Income:
Non-interest income in the first quarter of 2008, exclusive of gains recorded on securities,
exceeded non-interest income in the previous years first quarter by $81,000, or 7.8%. Fees for
customer service on deposit accounts in the first quarter of 2008 increased compared to the same
period in 2007 by $5,000, or 1.3%, due in part to the increased demand deposit activity. Fee income
from the Banks alternative investment program decreased by $15,000, or 6.6%, due to slightly lower
sales levels in the early part of 2008. Income from bank owned life insurance and annuities
increased in the first quarter of 2008 compared to the first quarter of 2007 by $20,000, or 19.2%,
as a result of additional insurance policies and higher earning rates. Income from trust services
increased by $6,000, or 5.1%, in the first quarter of 2008 from the first quarter of 2007, due to
higher fees from estate settlements. Income from our unconsolidated subsidiary was $42,000,
representing earnings recorded under the equity method of accounting for the ownership of 39.16% of
the First National Bank of Liverpool during the first quarter of 2008, maintaining essentially the
same level of income as in the previous years first quarter. Other non-interest income increased
by $70,000 in the first quarter of 2008 compared to the same period in 2007. Several factors were
responsible for the increase, including increased debit card activity and increased fees from the
sale of title insurance. In addition, the Corporation is a VISA member bank that received funds
from VISA for the partial redemption of Class B shares that were created as a result of VISAs IPO.
The redemption amount was $38,000 and was recorded as other non-interest income. The Corporation
holds the remaining Class B shares that are restricted from sale for three years. During that time,
VISA may redeem some or all of the remaining shares from the member banks. We believe that, if the
remaining shares are not redeemed by the end of the three year period, the Class B shares will all
be converted into Class A common shares that are publicly traded.
The Corporation recognized a gain of $13,000 on securities transactions in the first quarter of
2008 as compared to no gains in the same quarter of 2007.
As a percentage of average assets, annualized non-interest income, exclusive of net gains on the
sale of securities, was 1.07% in the first quarter of 2008 as compared to 0.99% in the same period
of 2007.
Non-interest Expense:
Total non-interest expense increased $73,000, or 2.5%, in the first quarter of 2008 as compared to
2007. Employee compensation and benefits costs increased by $101,000, or 6.3%, in the first quarter
of 2008 compared to the first quarter of 2007 due to a slight staffing increase and the addition of
expense associated with post-retirement benefits in the form of split-dollar insurance.
Professional fees in the first quarter of 2008 were $20,000, or 19.2% lower than in the first
quarter of 2007, due to fewer consulting fees.
As a percentage of average assets, annualized noninterest expense was 2.90% in the first quarter of
2008 as compared to 2.85% in the same period of 2007.
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 is a member of the Federal Home Loan Bank of Pittsburgh for the purpose of providing
short-term liquidity when other sources are unable to fill these needs. During the first three
months of 2008, there were no short-term borrowings from the Federal Home Loan Bank. As of March
31, 2008, the Corporation had no long-term debt and had unused borrowing capacity with the Federal
Home Loan Bank of $194 million.
Funding derived from securities sold under agreements to repurchase is available through corporate
cash management accounts for business customers. This product gives the Corporation the ability to
pay interest on corporate checking accounts.
16
In view of the sources previously mentioned, management believes that the Corporations liquidity
is capable of providing the funds needed to meet loan demand.
Off-Balance Sheet Arrangements:
The Corporations consolidated 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 issued using the same credit 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 and letters of credit at March 31, 2008, were $53,006,000 and
$684,000, respectively. 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.
Traditional gap analysis identifies the maturity and re-pricing terms of all assets and
liabilities. A simulation analysis is used to assess earnings and capital at risk from movements in
interest rates. See Item 3 for a description of the complete simulation process and results.
Capital Adequacy:
Bank regulatory authorities in the United States issue risk-based capital standards. These capital
standards relate a banking companys capital to the risk profile of its assets and provide the
basis by which all banking companies and banks are evaluated in terms of capital adequacy. The
risk-based capital standards require all banks to have Tier 1 capital of at least 4% and total
capital, including Tier 1 capital, of at least 8% of risk-adjusted assets. Tier 1 capital includes
common stockholders equity and qualifying perpetual preferred stock together with related
surpluses and retained earnings. Total capital is comprised of Tier 1 capital, limited life
preferred stock, qualifying debt instruments, and the reserves for possible loan losses. Banking
regulators have also issued leverage ratio requirements. The leverage ratio requirement is measured
as the ratio of Tier 1 capital to adjusted average assets.
At March 31, 2008, the Bank exceeded the regulatory requirements to be considered a well
capitalized financial institution, i.e., a leverage ratio exceeding 5%, Tier 1 capital exceeding
6% and total capital exceeding 10%.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market risk is the exposure to economic loss that arises from changes in the values of certain
financial instruments. The types of market risk exposures generally faced by financial institutions
include equity market price risk, interest rate risk, foreign currency risk and commodity price
risk. Due to the nature of its operations, only equity market price risk and interest rate risk are
significant to the Corporation.
Equity market price risk is the risk that changes in the values of equity investments could have a
material impact on the financial position or results of operations of the Corporation. The
Corporations equity investments consist of common stocks of publicly traded financial
institutions. The equity investments had a cost basis of approximately $1,891,000 and a fair value
of $1,598,000 at March 31, 2008. Gross unrealized gains and losses in this portfolio were
approximately $100,000 and $393,000 at March 31, 2008, respectively.
Recent declines in the values of financial institution stocks have significantly reduced the
likelihood of realizing significant gains in the near-term. However, although the Corporation has
realized occasional gains from this portfolio in the past, the primary objective of the portfolio
is to achieve value appreciation in the long term while earning
17
consistent attractive after-tax
yields from dividends. The carrying value of the financial institutions stocks accounted for only
0.4% of the Corporations total assets. As of March 31, 2008, the Corporation has not concluded
that the declines in market value of the portfolio are other-than-temporary, but if values
continue to decline and there is an indication that the declines are other-than-temporary, the
Corporation may be required to write-down the values of financial institution stocks in the future,
depending on facts and circumstances surrounding the decrease in the fair value of each individual
financial institutions stock.
In addition to its equity portfolio, the Corporations investment management and trust services
revenue could be impacted by fluctuations in the securities markets. A portion of the Corporations
trust revenue is based on the value of the underlying investment portfolios. If securities values
decline, the Corporations revenue could be negatively impacted.
Interest rate risk creates exposure in two primary areas. First, changes in rates have an impact on
the Corporations liquidity position and could affect its ability to meet obligations and continue
to grow. Second, movements in interest rates can create fluctuations in the Corporations net
interest income and changes in the economic value of equity.
The primary objective of the Corporations asset-liability management process is to maximize
current and future net interest income within acceptable levels of interest rate risk while
satisfying liquidity and capital requirements. Management recognizes that a certain amount of
interest rate risk is inherent, appropriate and necessary to ensure profitability. A simulation
analysis is used to assess earnings and capital at risk from movements in interest rates. The model
considers three major factors of (1) volume differences, (2) repricing differences, and (3) timing
in its income simulation. As of December 31, 2007, the model disseminated data into appropriate
repricing buckets, based upon the static position at that time. The interest-earning assets and
interest-bearing liabilities were assigned a multiplier to simulate how much that particular
balance sheet item would re-price when interest rates change. Finally, the estimated timing effect
of rate changes is applied, and the net interest income effect is determined on a static basis (as
if no other factors were present). As the table below indicates, based upon rate shock simulations
on a static basis, the Company appears to be in a neutral position, which is slightly asset
sensitive. Over a one-year period, the effect of a 100 and 200 basis point rate increase would add
about $15,000 and $29,000, respectively, to net interest income. Conversely, the effect of a 100
and 200 basis point decline would result in lower net interest income by approximately the same
amounts. The modeling process is continued by further estimating the impact that imbedded options
and probable internal strategies may have in the changing-rate environment. Examples of imbedded
options are floor and ceiling features in adjustable rate mortgages and call features on securities
in the investment portfolio. Probable internal strategies would include loan and deposit pricing
methodologies employed to mitigate the negative effects that certain rate environments could have
on the net interest margin. For example, rate changes on certain core transaction deposits may be
more likely to occur in a declining rate environment than in a rising rate environment. Applying
the likely results of all known imbedded options and likely internal pricing strategies to the
simulation produces quite different results from the static position assumptions. The Company
becomes liability sensitive in a declining rate environment and asset sensitive in the rising rate
scenario. Over a one-year period, a 100 and 200 basis point rate increase would add about $52,000
and $134,000, respectively, to net interest income. The effect of a 100 and 200 basis point decline
would likewise result in higher net interest income by approximately $262,000 and $556,000,
respectively. Juniatas rate risk policies provide for maximum limits on net interest income that
can be at risk for 100 through 200 basis point changes in interest rates.
18
Effect of Interest Rate Risk on Net Interest Income
(Dollars in thousands)
(Dollars in thousands)
Change in Net | Change in Net | |||||||||||||||
Interest Income | Interest Income | |||||||||||||||
Change in | Due to Interest | Due to | Total Change in | |||||||||||||
Interest Rates | Rate Risk | Imbedded | Net Interest | |||||||||||||
(Basis Points) | (Static) | Options | Income | |||||||||||||
200 | $ | 29 | $ | 105 | $ | 134 | ||||||||||
100 | 15 | 37 | 52 | |||||||||||||
0 | | | | |||||||||||||
-100 | (15 | ) | 277 | 262 | ||||||||||||
-200 | (29 | ) | 585 | 556 |
The net interest income at risk position remained within the guidelines established by the
Corporations asset/liability policy.
No material change has been noted in the Banks equity value at risk. Please refer to the Annual
Report on Form 10-K as of December 31, 2007 for further discussion of this matter.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
As of March 31, 2008, the Corporation carried out an evaluation, under the supervision and with the
participation of the Corporations management, including the Corporations Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures pursuant to the Securities Exchange Act of 1934 (Exchange Act), Rule
13a-15(e). Disclosure controls and procedures are controls and procedures that are designed to
ensure that information required to be disclosed in Corporation reports filed or submitted under
the Exchange Act is recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commissions rules and forms. These controls and procedures include,
without limitation, controls and procedures designed to ensure that information required to be
disclosed by an issuer in the reports that it files under the Exchange Act is accumulated and
communicated to the issuers management, including its principal executive and principal financial
officers, or persons performing similar functions, as appropriate to allow timely decisions
regarding required disclosure. Based upon that evaluation, the Corporations Chief Executive
Officer and Chief Financial Officer concluded that the Corporations disclosure controls and
procedures were effective as of the end of the period covered by this quarterly report.
It should be noted that any system of controls, however well designed and operated, can provide
only reasonable, and not absolute, assurance that the objectives of the system are met. In
addition, the design of any control system is based in part upon certain assumptions about the
likelihood of future events. Because of these and other inherent limitations of control systems,
there can be no assurance that any design will succeed in achieving its stated goals under all
potential conditions, regardless of how remote.
Attached as Exhibits 31 and 32 to this quarterly report are certifications of the Chief Executive
Officer and the Chief Financial Officer required in accordance with Rule 13a-14(a) of the Exchange
Act. This portion of the Corporations quarterly report includes the information concerning the
controls evaluation referred to in the certifications and should be read in conjunction with the
certifications for a more complete understanding of the topics presented.
Changes in Internal Control Over Financial Reporting
There were no significant changes in the Corporations internal control over financial reporting
since December 31, 2007.
19
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 is 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 Corporations or its subsidiarys 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 1A.
|
RISK FACTORS | |
There have been no material changes in risk factors that were disclosed in the Annual Report on Form 10-K as of December 31, 2007. |
Item 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | |
The following table provides information on repurchases by the Corporation of its common stock in each month of the quarter ended March 31, 2008: |
Total Number of | ||||||||||||||||
Shares Purchased as | Maximum Number of | |||||||||||||||
Total Number | Average | Part of Publicly | Shares that May Yet Be | |||||||||||||
of Shares | Price Paid | Announced Plans or | Purchased Under the | |||||||||||||
Period | Purchased | per Share | Programs | Plans or Programs (1) | ||||||||||||
January 1-31, 2008 |
5,200 | $ | 20.60 | 5,200 | 86,291 | |||||||||||
February 1-29,2008 |
3,100 | 20.85 | 3,100 | 83,191 | ||||||||||||
March 1-31, 2008 |
6,225 | 20.90 | 6,225 | 76,966 | ||||||||||||
Totals |
14,525 | $ | 20.78 | 14,525 | 76,966 | |||||||||||
(1) | On March 23, 2001, the Corporation announced plans to buy back 100,000 (200,000 on a post-split basis) shares of its common stock. There is no expiration date to this buyback plan, but subsequent to the initial plan, the repurchase of 400,000 additional shares were authorized by the Board of Directors. As of May 5, 2008, the number of shares that may yet be purchased under the program was 76,966. No repurchase plan or program expired during the period covered by the table. The Corporation has no stock repurchase plan or program that it has determined to terminate prior to expiration or under which it does not intend to make further purchases. |
Item 3.
|
DEFAULTS UPON SENIOR SECURITIES | |
Not applicable |
Item 4.
|
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS | |
None |
Item 5.
|
OTHER INFORMATION | |
None |
20
Item 6.
|
EXHIBITS | |
3.1 Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 4.1 to the Companys Form S-3 Registration Statement No. 333-129023 filed with the SEC on October 14, 2005) | ||
3.2 Bylaws (incorporated by reference to Exhibit 3.2 to the Companys report on Form 8-K filed with the SEC on December 21, 2007) | ||
31.1 Rule 13a 14(a)/15d 14(a) Certification of President and Chief Executive Officer | ||
31.2 Rule 13a 14(a)/15d 14(a) Certification of Chief Financial Officer | ||
32.1 Section 1350 Certification of President and Chief Executive Officer (furnished, not filed) | ||
32.2 Section 1350 Certification of Chief Financial Officer (furnished, not filed) |
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 05-09-2008 | By | /s/ Francis J.Evanitsky | ||
Francis J. Evanitsky, President | ||||
and Chief Executive Officer | ||||
Date 05-09-2008 | By | /s/ JoAnn N. McMinn | ||
JoAnn N. McMinn, Chief Financial | ||||
Officer | ||||
21