Form 10-Q
Table of Contents

 
 
UNITED STATES
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 June 30, 2010
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
incorporation or organization)
  (I.R.S. Employer
Identification No.)
     
Bridge and Main Streets, Mifflintown, Pennsylvania   17059
     
(Address of principal executive offices)   (Zip Code)
(717) 436-8211
 
(Registrant’s telephone number, including area code)
     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
þ Yes     o No
     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). .
o 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.
Large accelerated filer o Accelerated filer þ  Non-accelerated filer o
(Do not check if a smaller reporting company)
Smaller reporting company o
     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 issuer’s classes of common stock, as of the latest practicable date.
     
Class   Outstanding as of August 9, 2010
Common Stock ($1.00 par value)   4,283,565 shares
 
 

 

 


 

TABLE OF CONTENTS
             
PART I — FINANCIAL INFORMATION
  Financial Statements        
 
           
 
  Consolidated Statements of Financial Condition as of June 30, 2010 and December 31, 2009 (Unaudited)     3  
 
           
 
  Consolidated Statements of Income for the Three and Six Months Ended June 30, 2010 and 2009 (Unaudited)     4  
 
           
 
  Consolidated Statements of Changes in Stockholders’ Equity for the Six Months Ended June 30, 2010 and 2009 (Unaudited)     5  
 
           
 
  Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2010 and 2009 (Unaudited)     6  
 
           
 
  Notes to Consolidated Financial Statements     7  
 
           
  Management’s Discussion and Analysis of Financial Condition and Results of Operations     19  
 
           
  Quantitative and Qualitative Disclosures about Market Risk     27  
 
           
  Controls and Procedures     28  
 
           
PART II — OTHER INFORMATION
 
           
  Legal Proceedings     29  
 
           
  Risk Factors     29  
 
           
  Unregistered Sales of Equity Securities and Use of Proceeds     30  
 
           
  Defaults upon Senior Securities     30  
 
           
  (Removed and Reserved)     30  
 
           
  Other Information     30  
 
           
  Exhibits     30  
 
           
 
  Signatures     31  
 
           
 Exhibit 31.1
 Exhibit 31.2
 Exhibit 32.1
 Exhibit 32.2

 

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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)
                 
    June 30,     December 31,  
    2010     2009  
ASSETS
               
Cash and due from banks
  $ 10,405     $ 18,613  
Interest bearing deposits with banks
    1,860       82  
Federal funds sold
    9,250       1,200  
 
           
Cash and cash equivalents
    21,515       19,895  
Interest bearing time deposits with banks
    1,345       1,420  
Securities available for sale
    81,062       77,356  
Restricted investment in Federal Home Loan Bank (FHLB) stock
    2,197       2,197  
Investment in unconsolidated subsidiary
    3,452       3,338  
 
               
Total loans, net of unearned interest
    308,075       311,630  
Less: Allowance for loan losses
    (2,980 )     (2,719 )
 
           
Total loans, net of allowance for loan losses
    305,095       308,911  
Premises and equipment, net
    6,785       6,878  
Other real estate owned
    296       476  
Bank owned life insurance and annuities
    13,327       13,066  
Core deposit intangible
    276       299  
Goodwill
    2,046       2,046  
Accrued interest receivable and other assets
    6,550       6,227  
 
           
Total assets
  $ 443,946     $ 442,109  
 
           
 
               
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Liabilities:
               
Deposits:
               
Non-interest bearing
  $ 55,091     $ 55,030  
Interest bearing
    324,471       322,367  
 
           
Total deposits
    379,562       377,397  
Securities sold under agreements to repurchase
    3,168       3,207  
Long-term debt
    5,000       5,000  
Other interest bearing liabilities
    1,158       1,146  
Accrued interest payable and other liabilities
    4,585       4,756  
 
           
Total liabilities
    393,473       391,506  
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 —
               
4,283,565 shares at June 30, 2010;
               
4,337,587 shares at December 31, 2009
    4,746       4,746  
Surplus
    18,320       18,315  
Retained earnings
    37,077       36,478  
Accumulated other comprehensive loss
    (593 )     (805 )
Cost of common stock in Treasury:
               
462,261 shares at June 30, 2010;
               
408,239 shares at December 31, 2009
    (9,077 )     (8,131 )
 
           
Total stockholders’ equity
    50,473       50,603  
 
           
Total liabilities and stockholders’ equity
  $ 443,946     $ 442,109  
 
           
See accompanying notes to consolidated financial statements.

 

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Juniata Valley Financial Corp. and Subsidiary
Consolidated Statements of Income

(Unaudited)
(Dollar amounts in thousands, except share data)
                                 
    Three Months Ended     Six Months Ended  
    June 30,     June 30,  
    2010     2009     2010     2009  
Interest income:
                               
Loans, including fees
  $ 4,896     $ 5,256     $ 9,932     $ 10,545  
Taxable securities
    263       320       496       628  
Tax-exempt securities
    264       278       539       559  
Federal funds sold
    3       58       4       114  
Other interest income
    10       3       19       5  
 
                       
Total interest income
    5,436       5,915       10,990       11,851  
 
                       
Interest expense:
                               
Deposits
    1,347       1,821       2,866       3,699  
Securities sold under agreements to repurchase
                1       1  
Short-term borrowings
                1       1  
Long-term debt
    36       35       70       69  
Other interest bearing liabilities
    4       6       7       11  
 
                       
Total interest expense
    1,387       1,862       2,945       3,781  
 
                       
Net interest income
    4,049       4,053       8,045       8,070  
Provision for loan losses
    282       77       567       212  
 
                       
Net interest income after provision for loan losses
    3,767       3,976       7,478       7,858  
 
                       
Noninterest income:
                               
Trust fees
    90       86       210       170  
Customer service fees
    387       426       769       798  
Earnings on bank-owned life insurance and annuities
    138       112       260       218  
Commissions from sales of non-deposit products
    125       150       221       258  
Income from unconsolidated subsidiary
    63       48       119       96  
Securities impairment charge
          (226 )           (226 )
Gain on sale or call of securities
    15             27        
Gain on sales of other assets
    7       27       6       33  
Prior period income from insurance sales
                      323  
Other noninterest income
    199       286       435       481  
 
                       
Total noninterest income
    1,024       909       2,047       2,151  
 
                       
Noninterest expense:
                               
Employee compensation expense
    1,308       1,214       2,594       2,500  
Employee benefits
    403       411       819       855  
Occupancy
    216       236       449       475  
Equipment
    136       162       255       324  
Data processing expense
    346       337       711       670  
Director compensation
    86       108       173       218  
Professional fees
    136       90       229       211  
Taxes, other than income
    125       127       255       255  
FDIC Insurance premiums
    150       317       297       405  
Amortization of intangibles
    12       12       23       23  
Other noninterest expense
    381       301       639       570  
 
                       
Total noninterest expense
    3,299       3,315       6,444       6,506  
 
                       
Income before income taxes
    1,492       1,570       3,081       3,503  
Provision for income taxes
    354       405       755       928  
 
                       
Net income
  $ 1,138     $ 1,165     $ 2,326     $ 2,575  
 
                       
Earnings per share
                               
Basic
  $ 0.26     $ 0.27     $ 0.54     $ 0.59  
Diluted
  $ 0.26     $ 0.27     $ 0.54     $ 0.59  
Cash dividends declared per share
  $ 0.20     $ 0.19     $ 0.40     $ 0.38  
Weighted average basic shares outstanding
    4,309,610       4,338,545       4,319,816       4,339,583  
Weighted average diluted shares outstanding
    4,312,778       4,342,086       4,323,423       4,343,850  
See accompanying notes to consolidated financial statements.

 

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Juniata Valley Financial Corp. and Subsidiary
Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited)
(Dollars in thousands, except share data)
Six Months Ended June 30, 2010
                                                         
    Number                             Accumulated                
    of                             Other             Total  
    Shares     Common             Retained     Comprehensive     Treasury     Stockholders’  
    Outstanding     Stock     Surplus     Earnings     Loss     Stock     Equity  
Balance at December 31, 2009
    4,337,587     $ 4,746     $ 18,315     $ 36,478     $ (805 )   $ (8,131 )   $ 50,603  
Comprehensive income:
                                                       
Net income
                            2,326                       2,326  
Change in unrealized gains on securities available for sale, net of reclassification adjustment and tax effects
                                    170               170  
Defined benefit retirement plan adjustments, net of tax effects
                                    42               42  
 
                                                     
Total comprehensive income
                                                    2,538  
Cash dividends at $0.40 per share
                            (1,727 )                     (1,727 )
Stock-based compensation activity
                    24                               24  
Purchase of treasury stock, at cost
    (58,100 )                                     (1,026 )     (1,026 )
Treasury stock issued for stock option and stock purchase plans
    4,078               (19 )                     80       61  
 
                                               
Balance at June 30, 2010
    4,283,565     $ 4,746     $ 18,320     $ 37,077     $ (593 )   $ (9,077 )   $ 50,473  
 
                                         
Six Months Ended June 30, 2009
                                                         
    Number                             Accumulated                
    of                             Other             Total  
    Shares     Common             Retained     Comprehensive     Treasury     Stockholders’  
    Outstanding     Stock     Surplus     Earnings     Loss     Stock     Equity  
Balance at December 31, 2008
    4,341,055     $ 4,746     $ 18,324     $ 34,758     $ (1,247 )   $ (8,096 )   $ 48,485  
Comprehensive income:
                                                       
Net income
                            2,575                       2,575  
Change in unrealized losses on securities available for sale, net of reclassification adjustment and tax effects
                                    (17 )             (17 )
 
                                                     
Total comprehensive income
                                                    2,558  
Cash dividends at $0.38 per share
                            (1,649 )                     (1,649 )
Stock-based compensation activity
                    19                               19  
Purchase of treasury stock, at cost
    (7,600 )                                     (128 )     (128 )
Treasury stock issued for stock option and stock purchase plans
    9,132               (49 )                     182       133  
 
                                               
Balance at June 30, 2009
    4,342,587     $ 4,746     $ 18,294     $ 35,684     $ (1,264 )   $ (8,042 )   $ 49,418  
 
                                         
See accompanying notes to consolidated financial statements.

 

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Juniata Valley Financial Corp. and Subsidiary
Consolidated Statements of Cash Flows

(Unaudited)
(Dollars in thousands)
                 
    Six Months Ended  
    June 30,  
    2010     2009  
Operating activities:
               
Net income
  $ 2,326     $ 2,575  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Provision for loan losses
    567       212  
Depreciation
    256       309  
Net amortization of securities premiums
    143       97  
Amortization of core deposit intangible
    23       23  
Amortization of deferred net loan costs
    11       18  
Deferral of net loan costs (fees)
    8       (9 )
Securities impairment charge
          226  
Net realized gains on sales or calls of securities
    (27 )      
Net gains on sales of other assets
    (6 )     (33 )
Earnings on bank owned life insurance and annuities
    (260 )     (218 )
Deferred income tax expense (credit)
    2       (54 )
Equity in earnings of unconsolidated subsidiary, net of dividends of $19 and $17
    (100 )     (79 )
Stock-based compensation expense
    24       19  
Increase in accrued interest receivable and other assets
    (375 )     (163 )
(Decrease) increase in accrued interest payable and other liabilities
    (149 )     552  
 
           
Net cash provided by operating activities
    2,443       3,475  
 
               
Investing activities:
               
Purchases of:
               
Securities available for sale
    (26,286 )     (31,937 )
Premises and equipment
    (163 )     (86 )
Bank owned life insurance and annuities
    (44 )     (68 )
Proceeds from:
               
Maturities of and principal repayments on securities available for sale
    22,701       21,568  
Bank owned life insurance and annuities
    33       35  
Sale of other real estate owned
    570       228  
Sale of other assets
    11       113  
Net decrease in interest-bearing time deposits
    75        
Net decrease in loans receivable
    2,846       6,528  
 
           
Net cash used in investing activities
    (257 )     (3,619 )
 
               
Financing activities:
               
Net increase in deposits
    2,165       15,226  
Net decrease in short-term borrowings and securities sold under agreements to repurchase
    (39 )     (8,861 )
Cash dividends
    (1,727 )     (1,649 )
Purchase of treasury stock
    (1,026 )     (128 )
Treasury stock issued for employee stock plans
    61       133  
 
           
Net cash (used in) provided by financing activities
    (566 )     4,721  
 
           
 
               
Net increase in cash and cash equivalents
    1,620       4,577  
Cash and cash equivalents at beginning of period
    19,895       12,457  
 
           
Cash and cash equivalents at end of period
  $ 21,515     $ 17,034  
 
           
 
               
Supplemental information:
               
Interest paid
  $ 3,044     $ 3,841  
Income taxes paid
  $ 770     $ 700  
Supplemental schedule of noncash investing and financing activities:
               
Transfer of loans to other real estate owned and repossessed assets
  $ 384     $ 524  
See accompanying notes to consolidated financial statements.

 

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Juniata Valley Financial Corp. and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 — 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 (U.S. GAAP) for complete financial statements. In the opinion of management, all adjustments considered necessary for fair presentation have been included. Operating results for the six-month period ended June 30, 2010, are not necessarily indicative of the results for the year ended December 31, 2010. 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, 2009.
The Corporation has evaluated events and transactions occurring subsequent to the balance sheet date of June 30, 2010 for items that should potentially be recognized or disclosed in these consolidated financial statements. The evaluation was conducted through the date these consolidated financial statements were issued.
NOTE 2 — Recent Accounting Pronouncements
ASU 2010-09
The Financial Accounting Standards Board (FASB) has issued Accounting Standards Update (ASU) 2010-09, Subsequent Events (Topic 855): Amendments to Certain Recognition and Disclosure Requirements. The amendments in the ASU remove the requirement for a Securities Exchange Commission (SEC) filer to disclose a date through which subsequent events have been evaluated in both issued and revised financial statements. Revised financial statements include financial statements revised as a result of either correction of an error or retrospective application of U.S. GAAP. The FASB also clarified that if the financial statements have been revised, then an entity that is not an SEC filer should disclose both the date that the financial statements were issued or available to be issued and the date the revised financial statements were issued or available to be issued. The FASB believes these amendments remove potential conflicts with the SEC’s literature.
In addition, the amendments in the ASU require an entity that is a conduit bond obligor for conduit debt securities that are traded in a public market to evaluate subsequent events through the date of issuance of its financial statements and must disclose such date.
All of the amendments in the ASU were effective upon issuance (February 24, 2010) except for the use of the issued date for conduit debt obligors. That amendment was effective for interim or annual periods ending after June 15, 2010.
This guidance did not have an impact on the Corporation’s financial position or results of operations.
ASU 2010-13
The FASB issued ASU 2010-13, Compensation—Stock Compensation (Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades. The ASU codifies the consensus reached in Emerging Issues Task Force (EITF) Issue No. 09-J. The amendments to the codification clarify that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity shares trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity.

 

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The amendments in the ASU are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. Earlier adoption is permitted. The amendments are to be applied by recording a cumulative-effect adjustment to beginning retained earnings. The amendments will not have an impact on the Corporation’s financial position or results of operations.
ASU 2010-18
ASU 2010-18, Receivables (Topic 310): Effect of a Loan Modification When the Loan Is Part of a Pool That Is Accounted for as a Single Asset, codifies the consensus reached in EITF Issue No. 09-I, “Effect of a Loan Modification When the Loan Is Part of a Pool That Is Accounted for as a Single Asset.” The amendments to the Codification provide that modifications of loans that are accounted for within a pool under Subtopic 310-30 do not result in the removal of those loans from the pool even if the modification of those loans would otherwise be considered a troubled debt restructuring. An entity will continue to be required to consider whether the pool of assets in which the loan is included is impaired if expected cash flows for the pool change. ASU 2010-18 does not affect the accounting for loans under the scope of Subtopic 310-30 that are not accounted for within pools. Loans accounted for individually under Subtopic 310-30 continue to be subject to the troubled debt restructuring accounting provisions within Subtopic 310-40.
ASU 2010-18 is effective prospectively for modifications of loans accounted for within pools under Subtopic 310-30 occurring in the first interim or annual period ending on or after July 15, 2010. Early application is permitted. Upon initial adoption of ASU 2010-18, an entity may make a one-time election to terminate accounting for loans as a pool under Subtopic 310-30. This election may be applied on a pool-by-pool basis and does not preclude an entity from applying pool accounting to subsequent acquisitions of loans with credit deterioration. The Corporation does not expect the adoption of this standard will have a significant impact on the Corporation’s financial condition or results of operations.
ASU 2010-20
ASU 2010-20, Receivables (Topic 310): Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses, will help investors assess the credit risk of a company’s receivables portfolio and the adequacy of its allowance for credit losses held against the portfolios by expanding credit risk disclosures.
This ASU requires more information about the credit quality of financing receivables in the disclosures to financial statements, such as aging information and credit quality indicators. Both new and existing disclosures must be disaggregated by portfolio segment or class. The disaggregation of information is based on how a company develops its allowance for credit losses and how it manages its credit exposure.
The amendments in this Update apply to all public and nonpublic entities with financing receivables. Financing receivables include loans and trade accounts receivable. However, short-term trade accounts receivable, receivables measured at fair value or lower of cost or fair value, and debt securities are exempt from these disclosure amendments.
The effective date of ASU 2010-20 differs for public and nonpublic companies. For public companies, the amendments that require disclosures as of the end of a reporting period are effective for periods ending on or after December 15, 2010. The amendments that require disclosures about activity that occurs during a reporting period are effective for periods beginning on or after December 15, 2010. The Corporation does not expect the adoption of this standard will have a significant impact on the Corporation’s financial condition or results of operations.

 

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NOTE 3 — Comprehensive Income
U.S. GAAP requires 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 and the liability associated with defined benefit plans, are reported as a separate component of the equity section of the consolidated statements of financial condition, 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 June 30, 2010     Three Months Ended June 30, 2009  
    Before     Tax Expense             Before     Tax Expense        
    Tax     or     Net-of-Tax     Tax     or     Net-of-Tax  
    Amount     (Benefit)     Amount     Amount     (Benefit)     Amount  
Net income
  $ 1,492     $ 354     $ 1,138     $ 1,570     $ 405     $ 1,165  
Other comprehensive income:
                                               
Unrealized gains (losses) on available for sale securities:
                                               
Unrealized gains (losses) arising during the period
    49       17       32       (33 )     (11 )     (22 )
Unrealized gains from unconsolidated subsidiary
    8             8       7             7  
Less reclassification adjustment for:
                                               
gains included in net income
    (15 )     (5 )     (10 )                  
securities impairment charge
                      226       77       149  
Change in pension liability
    32       11       21                    
 
                                   
Other comprehensive income
    74       23       51       200       66       134  
 
                                   
Total comprehensive income
  $ 1,566     $ 377     $ 1,189     $ 1,770     $ 471     $ 1,299  
 
                                   
                                                 
    Six Months Ended June 30, 2010     Six Months Ended June 30, 2009  
    Before     Tax Expense             Before     Tax Expense        
    Tax     or     Net-of-Tax     Tax     or     Net-of-Tax  
    Amount     (Benefit)     Amount     Amount     (Benefit)     Amount  
Net income
  $ 3,081     $ 755     $ 2,326     $ 3,503     $ 928     $ 2,575  
Other comprehensive income (loss):
                                               
Unrealized gains (losses) on available for sale securities:
                                               
Unrealized gains (losses) arising during the period
    264       90       174       (262 )     (89 )     (173 )
Unrealized gains from unconsolidated subsidiary
    14             14       7             7  
Less reclassification adjustment for:
                                               
gains included in net income
    (27 )     (9 )     (18 )                  
securities impairment charge
                      226       77       149  
Change in pension liability
    64       22       42                    
 
                                   
Other comprehensive income (loss)
    315       103       212       (29 )     (12 )     (17 )
 
                                   
Total comprehensive income
  $ 3,396     $ 858     $ 2,538     $ 3,474     $ 916     $ 2,558  
 
                                   
Components of accumulated other comprehensive loss, net of tax consist of the following (in thousands):
                 
    6/30/2010     12/31/2009  
Unrealized gains on available for sale securities
  $ 946     $ 776  
Unrecognized expense for defined benefit pension
    (1,539 )     (1,581 )
 
           
Accumulated other comprehensive loss
  $ (593 )   $ (805 )
 
           

 

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NOTE 4 — Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share:
                 
    Three Months     Three Months  
    Ended     Ended  
(Amounts, except earnings per share, in thousands)    June 30, 2010     June 30, 2009  
Net income
  $ 1,138     $ 1,165  
Weighted-average common shares outstanding
    4,310       4,338  
 
           
Basic earnings per share
  $ 0.26     $ 0.27  
 
           
 
               
Weighted-average common shares outstanding
    4,310       4,338  
Common stock equivalents due to effect of stock options
    3       4  
 
           
Total weighted-average common shares and equivalents
    4,313       4,342  
 
           
Diluted earnings per share
  $ 0.26     $ 0.27  
 
           
                 
    Six Months     Six Months  
    Ended     Ended  
    June 30, 2010     June 30, 2009  
Net income
  $ 2,326     $ 2,575  
Weighted-average common shares outstanding
    4,320       4,340  
 
           
Basic earnings per share
  $ 0.54     $ 0.59  
 
           
 
               
Weighted-average common shares outstanding
    4,320       4,340  
Common stock equivalents due to effect of stock options
    4       4  
 
           
Total weighted-average common shares and equivalents
    4,324       4,344  
 
           
Diluted earnings per share
  $ 0.54     $ 0.59  
 
           
NOTE 5 — 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 June 30, 2010, the Corporation had $38,781,000 outstanding in loan commitments and other unused lines of credit extended to its customers as compared to $46,589,000 at December 31, 2009.
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 the risks that are involved in extending loan facilities to customers. The Corporation generally holds collateral and/or personal guarantees supporting these commitments. The Corporation had outstanding $903,000 and $974,000 of letters of credit commitments as of June 30, 2010 and December 31, 2009, 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 June 30, 2010 for payments under letters of credit issued was not material. 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.

 

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NOTE 6 — Defined Benefit Retirement Plan
The Corporation had a defined benefit retirement plan covering substantially all of its employees, prior to January 1, 2008. Effective January 1, 2008, the plan was amended to close the plan to new entrants. 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. The Corporation has made no contributions in the first six months of 2010 and does not expect to contribute to the defined benefit plan in the remainder of 2010. Pension expense included the following components for the three and six month periods ended June 30, 2010 and 2009:
                                 
    Three Months Ended     Year-to-Date Through  
    June 30,     June 30,  
(Dollars in thousands)   2010     2009     2010     2009  
 
                               
Components of net periodic pension cost
                               
Service cost
  $ 47     $ 47     $ 93     $ 94  
Interest cost
    118       112       236       224  
Expected return on plan assets
    (144 )     (115 )     (287 )     (230 )
Additional recognized amounts
    32       39       64       79  
 
                       
Net periodic pension cost
  $ 53     $ 83     $ 106     $ 167  
 
                       
NOTE 7 — 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 statement of financial condition 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.
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 six months of 2010 and 2009, amortization expense was $23,000. Accumulated amortization of core deposit intangible through June 30, 2010 was $173,000. The goodwill is not amortized, but is measured annually for impairment.
NOTE 8 — 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. The investment is being carried at $3,452,000 as of June 30, 2010. The Corporation increases its investment in FNBL for its share of earnings and decreases its investment by any dividends received from FNBL. 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 9 — Securities
Accounting Standards Codification (ASC) Topic 320, Investments — Debt and Equity Securities, clarifies the interaction of the factors that should be considered when determining whether a debt security is other-than-temporarily impaired. For debt securities, management must assess whether (a) it has the intent to sell the security and (b) it is more likely than not that it will be required to sell the security prior to its anticipated recovery. These steps are done before assessing whether the entity will recover the cost basis of the investment. Previously, this assessment required management to assert it has both the intent and the ability to hold a security for a period of time sufficient to allow for an anticipated recovery in fair value to avoid recognizing an other-than-temporary impairment. This change does not affect the need to forecast recovery of the value of the security through either cash flows or market price.

 

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In instances when a determination is made that an other-than-temporary impairment exists but the investor does not intend to sell the debt security and it is not more likely than not that it will be required to sell the debt security prior to its anticipated recovery, this guidance changes the presentation and amount of the other-than-temporary impairment recognized in the income statement. The other-than-temporary impairment is separated into (a) the amount of the total other-than-temporary impairment related to a decrease in cash flows expected to be collected from the debt security (the credit loss) and (b) the amount of the total other-than-temporary impairment related to all other factors. The amount of the total other-than-temporary impairment related to the credit loss is recognized in earnings. The amount of the total other-than-temporary impairment related to all other factors is recognized in other comprehensive income.
The amortized cost and fair value of securities as of June 30, 2010 and December 31, 2009, by contractual maturity, are shown below (in thousands). Expected maturities may differ from contractual maturities because the securities may be called or prepaid with or without prepayment penalties.
Securities Available for Sale
                                 
    June 30, 2010  
                  Gross     Gross  
    Amortized     Fair     Unrealized     Unrealized  
Type and maturity   Cost     Value     Gains     Losses  
U.S. Treasury securities and obligations of U.S. Government agencies and corporations
                               
After one year but within five years
  $ 32,035     $ 32,471     $ 436     $  
After five years but within ten years
    5,499       5,524       25        
 
                       
 
    37,534       37,995       461        
 
                               
Obligations of state and political subdivisions
                               
Within one year
    6,402       6,450       48          
After one year but within five years
    30,289       31,159       897       (27 )
After five years but within ten years
    2,116       2,141       36       (11 )
 
                       
 
    38,807       39,750       981       (38 )
 
                               
Corporate notes
                               
After one year but within five years
    1,000       1,030       30        
 
                       
 
    1,000       1,030       30        
 
                               
Mortgage-backed securities
    1,337       1,429       92        
Equity securities
    975       858       67       (184 )
 
                       
Total
  $ 79,653     $ 81,062     $ 1,631     $ (222 )
 
                       
Securities Available for Sale
                                 
    December 31, 2009  
                  Gross     Gross  
    Amortized     Fair     Unrealized     Unrealized  
Type and maturity   Cost     Value     Gains     Losses  
U.S. Treasury securities and obligations of U.S. Government agencies and corporations
                               
After one year but within five years
  $ 32,503     $ 32,620     $ 194     $ (77 )
After five years but within ten years
    940       933             (7 )
 
                       
 
    33,443       33,553       194       (84 )
 
                               
Obligations of state and political subdivisions
                               
Within one year
    6,775       6,863       88        
After one year but within five years
    32,022       32,972       958       (8 )
After five years but within ten years
    544       562       18        
 
                       
 
    39,341       40,397       1,064       (8 )
 
                               
Corporate notes
                               
After one year but within five years
    1,000       1,026       26        
 
                       
 
    1,000       1,026       26        
 
                               
Mortgage-backed securities
    1,425       1,515       90        
Equity securities
    975       865       58       (168 )
 
                       
Total
  $ 76,184     $ 77,356     $ 1,432     $ (260 )
 
                       

 

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The following table shows gross unrealized losses and fair value, aggregated by category and length of time that individual securities have been in a continuous unrealized loss position, at June 30, 2010 and December 31, 2009 (in thousands):
                                                 
    Unrealized Losses at June 30, 2010  
    Less Than 12 Months     12 Months or More     Total  
    Fair     Unrealized     Fair     Unrealized     Fair     Unrealized  
    Value     Losses     Value     Losses     Value     Losses  
Obligations of state and political subdivisions
  $ 3,498     $ (38 )   $     $     $ 3,498     $ (38 )
 
                                   
Debt securities
    3,498       (38 )                 3,498       (38 )
 
                                               
Equity securities
    363       (45 )     256       (139 )     619       (184 )
 
                                   
Total temporarily impaired securities
  $ 3,861     $ (83 )   $ 256     $ (139 )   $ 4,117     $ (222 )
 
                                   
                                                 
    Unrealized Losses at December 31, 2009  
    Less Than 12 Months     12 Months or More     Total  
    Fair     Unrealized     Fair     Unrealized     Fair     Unrealized  
    Value     Losses     Value     Losses     Value     Losses  
U.S. Treasury securities and obligations of U.S. Government agencies and corporations
  $ 10,897     $ (84 )   $     $     $ 10,897     $ (84 )
Obligations of state and political subdivisions
    2,532       (8 )                 2,532       (8 )
 
                                   
Debt securities
    13,429       (92 )                 13,429       (92 )
 
                                               
Equity securities
    140       (23 )     496       (145 )     636       (168 )
 
                                   
Total temporarily impaired securities
  $ 13,569     $ (115 )   $ 496     $ (145 )   $ 14,065     $ (260 )
 
                                   
The unrealized losses noted above are considered to be temporary impairments. Decline in the value of our debt securities is due only to interest rate fluctuations, rather than erosion of quality. As a result, we believe that the payment of contractual cash flows, including principal repayment, is not at risk. As management does not intend to sell the securities, does not believe the Corporation will be required to sell the securities before recovery and expects to recover the entire amortized cost basis, none of the debt securities are deemed to be other-than-temporarily impaired. There are no debt securities that have had unrealized losses for more than 12 months.
Equity securities owned by the Corporation consist of common stock of various financial services providers (“Bank Stocks”) that have traditionally been high-performing stocks prior to 2008. During 2008 and into 2009, market values of most of the Bank Stocks materially declined. Considerations used to determine other-than-temporary impairment status for individual holdings include the length of time the stock has remained in an unrealized loss position, the percentage of unrealized loss compared to the carrying cost of the stock, dividend reduction or suspension, market analyst reviews and expectations, and other pertinent developments that would affect expectations for recovery or further decline. There are seven equity securities that comprise a group of securities with unrealized losses for 12 months or more at June 30, 2010 and December 31, 2009. In the aggregate, the unrealized loss on this group of securities increased very slightly from period to period; however, some individual securities within this group declined in value more than others. Of the two securities in the group that experienced the greatest decline in value, one has declined to 78% of cost and continues to pay full dividends. The other has sustained unrealized losses, but of an immaterial nature. Therefore, based on the quarterly analysis performed as of June 30, 2010 to assess impairment of the investment portfolio, management has determined that none of the unrealized losses in the Bank stock portfolio are “other than temporary”.
We understand that stocks can be cyclical and will experience some down periods. Historically, bank stocks have sustained cyclical losses, followed by periods of substantial gains. When market values of the bank stocks recover, accounting standards do not allow reversal of any previous other-than-temporary impairment charge until the security is sold, at which time any proceeds above the carrying value will be recognized as gains on the sale of investment securities.

 

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Certain obligations of the U.S. Government and state and political subdivisions are pledged to secure public deposits, securities sold under agreements to repurchase and for other purposes as required or permitted by law. The fair value of the pledged assets amounted to $29,416,000 and $30,403,000 at June 30, 2010 and December 31, 2009, respectively.
In addition to cash received from the scheduled maturities of securities, some investment securities available for sale are sold at current market values during the course of normal operations. Following is a summary of proceeds received from all investment securities transactions, and the resulting realized gains and losses (in thousands):
                                 
    Three Months Ended     Six Months Ended  
    June 30,     June 30,  
    2010     2009     2010     2009  
Gross proceeds from sales of securities
  $     $     $     $  
Securities available for sale:
                               
Gross realized gains
  $ 15     $     $ 27     $  
Gross realized losses
                       
NOTE 10 — Fair Value Measurements
ASC Topic 820, Fair Value Measurements and Disclosures, is effective January 1, 2008, for financial assets and financial liabilities and on January 1, 2009, for non-financial assets and non-financial liabilities. This guidance defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and expands disclosures about fair value measurements.
Fair value measurement and disclosure guidance defines fair value as the price that would be received to sell the asset or transfer the liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. Additional guidance is provided on determining when the volume and level of activity for the asset or liability has significantly decreased. The guidance also includes guidance on identifying circumstances when a transaction may not be considered orderly.
Fair value measurement and disclosure guidance provides a list of factors that a reporting entity should evaluate to determine whether there has been a significant decrease in the volume and level of activity for the asset or liability in relation to normal market activity for the asset or liability. When the reporting entity concludes there has been a significant decrease in the volume and level of activity for the asset or liability, further analysis of the information from that market is needed, and significant adjustments to the related prices may be necessary to estimate fair value in accordance with fair value measurement and disclosure guidance.
This guidance clarifies that, when there has been a significant decrease in the volume and level of activity for the asset or liability, some transactions may not be orderly. In those situations, the entity must evaluate the weight of the evidence to determine whether the transaction is orderly. The guidance provides a list of circumstances that may indicate that a transaction is not orderly. A transaction price that is not associated with an orderly transaction is given little, if any, weight when estimating fair value.
Fair value measurement and disclosure guidance 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 is not to 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.

 

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Fair value measurement and disclosure guidance 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 entity’s 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, the guidance 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, 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 an entity’s 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.
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 Corporation’s creditworthiness, among other things, as well as unobservable parameters. Any such valuation adjustments are applied consistently over time. The Corporation’s 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 Corporation’s 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. Debt 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 bond’s terms and conditions, among other things. Equity securities classified as available for sale are reported at fair value using Level 1 inputs.
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.
Other Real Estate Owned. Assets included in other real estate owned are reported at fair value on a non-recurring basis. Values are estimated using Level 3 inputs, based on appraisals that consider the sales prices of similar properties in the proximate vicinity.

 

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The following table summarizes financial assets and financial liabilities measured at fair value as of June 30, 2010 and December 31, 2009, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (in thousands). There were no transfers of assets between fair value Level 1 and Level 2 for the quarter ended June 30, 2010.
                                 
            (Level 1)     (Level 2)     (Level 3)  
                  Significant        
            Quoted Prices in     Other     Significant Other  
            Active Markets for     Observable     Unobservable  
    June 30, 2010     Identical Assets     Inputs     Inputs  
Measured at fair value on a recurring basis:
                               
Equity securities available-for-sale
  $ 858     $ 858     $     $  
Debt securities available-for-sale
    80,204               80,204        
Measured at fair value on a non-recurring basis:
                               
Impaired loans
    1,805                   1,805  
Other real estate owned
    296                   296  
                                 
            (Level 1)     (Level 2)     (Level 3)  
                  Significant        
            Quoted Prices in     Other     Significant Other  
    December 31,     Active Markets for     Observable     Unobservable  
    2009     Identical Assets     Inputs     Inputs  
Measured at fair value on a recurring basis:
                               
Equity securities available-for-sale
  $ 865     $ 865     $     $  
Debt securities available-for-sale
    76,491               76,491        
Measured at fair value on a non-recurring basis:
                               
Impaired loans
    1,167                   1,167  
Other real estate owned
    476                   476  
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, this guidance was applicable to these fair value measurements beginning January 1, 2009 and were not significant at June 30, 2010.
Fair Value of Financial Instruments
ASC Topic 825, Financial Instruments, requires disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements.
The estimated fair values of the Corporation’s financial instruments are as follows (in thousands):

 

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Financial Instruments
(in thousands)
                                 
    June 30, 2010     December 31, 2009  
    Carrying     Fair     Carrying     Fair  
    Value     Value     Value     Value  
Financial assets:
                               
Cash and due from banks
  $ 10,405     $ 10,405     $ 18,613     $ 18,613  
Interest bearing deposits with banks
    1,860       1,860       82       82  
Federal funds sold
    9,250       9,250       1,200       1,200  
Interest bearing time deposits with banks
    1,345       1,404       1,420       1,447  
Securities
    81,062       81,062       77,356       77,356  
Restricted investment in FHLB stock
    2,197       2,197       2,197       2,197  
Total loans, net of unearned interest
    308,075       325,297       311,630       324,061  
Accrued interest receivable
    2,171       2,171       2,284       2,284  
 
                               
Financial liabilities:
                               
Non-interest bearing deposits
    55,091       55,091       55,030       55,030  
Interest bearing deposits
    324,471       330,984       322,367       327,724  
Securities sold under agreements to repurchase
    3,168       3,168       3,207       3,207  
Long-term debt
    5,000       5,030       5,000       5,077  
Other interest bearing liabilities
    1,158       1,160       1,146       1,148  
Accrued interest payable
    582       582       681       681  
 
                               
Off-balance sheet financial instruments:
                               
Commitments to extend credit
                       
Letters of credit
                       
Management uses its best judgment in estimating the fair value of the Corporation’s financial instruments; however, there are inherent weaknesses in any estimation technique. Therefore, the fair value estimates herein are not necessarily indicative of the amounts the Corporation could have realized in sales transactions on the dates indicated. The estimated fair value amounts have been measured as of their respective quarter ends and have not been re-evaluated or updated for purposes of these consolidated financial statements subsequent to those respective dates. As such, the estimated fair values of these financial instruments subsequent to the respective reporting dates may be different than the amounts reported at each quarter end.
The information presented above should not be interpreted as an estimate of the fair value of the entire Corporation since a fair value calculation is provided only for a limited portion of the Corporation’s assets and liabilities. Due to a wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Corporation’s disclosures and those of other companies may not be meaningful.
The following describes the estimated fair value of the Corporation’s financial instruments as well as the significant methods and assumptions used to determine these estimated fair values.
Carrying values approximate fair value for cash and due from banks, interest-bearing demand deposits with other banks, federal funds sold, restricted stock in the Federal Home Loan Bank, interest receivable, non-interest bearing demand deposits, securities sold under agreements to repurchase, and interest payable.
Interest bearing time deposits with banks — The estimated fair value is determined by discounting the contractual future cash flows, using the rates currently offered for deposits of similar remaining maturities.
Securities Available for Sale — Debt 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 bond’s terms and conditions, among other things. Equity securities classified as available for sale are reported at fair value using Level 1 inputs.

 

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Loans — For variable-rate loans that reprice frequently and which entail no significant changes in credit risk, carrying values approximated fair value. Substantially all commercial loans and real estate mortgages are variable rate loans. The fair value of other loans (i.e. consumer loans and fixed-rate real estate mortgages) are estimated by calculating the present value of the cash flow difference between the current rate and the market rate, for the average maturity, discounted quarterly at the market rate.
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.
Fixed rate time deposits — The estimated fair value is determined by discounting the contractual future cash flows, using the rates currently offered for deposits of similar remaining maturities.
Long-term debt and other interest bearing liabilities — The fair values of long-term debt and other interest bearing liabilities are estimated using discounted cash flow analysis, based on incremental borrowing rates for similar types of borrowing arrangements.
Commitments to extend credit and letters of credit — The fair value of commitments to extend credit is estimated using the fees currently charged to enter into similar agreements, taking into account market interest rates, the remaining terms and present credit worthiness of the counterparties. The fair value of guarantees and letters of credit is based on fees currently charged for similar agreements.
NOTE 11 — Subsequent Events
On July 20, 2010, the Board of Directors declared a regular cash dividend for the third quarter of 2010 of $0.21 per share to shareholders of record on August 13, 2010, payable on September 1, 2010.

 

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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, 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, changes in the market value of the securities portfolio, increased competition from other financial institutions, governmental monetary policy, legislation and changes in banking regulations, changes in levels of FDIC deposit insurance premiums and assessments, 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 Corporation’s significant accounting policies is included in the notes to the consolidated financial statements of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2009. 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 management’s evaluation of the investment portfolio for other-than-temporary impairment.
General:
The following discusses the consolidated financial condition of the Corporation as of June 30, 2010, as compared to December 31, 2009, and the consolidated results of operations for the three and six months ended June 30, 2010, compared to the same periods in 2009. 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. 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 (“Liverpool”), located in Liverpool, Pennsylvania. The Corporation accounts for Liverpool as an unconsolidated subsidiary using the equity method of accounting.
Financial Condition:
As of June 30, 2010, total assets increased by $1,837,000, or 0.4%, as compared to December 31, 2009. Deposits increased by $2.2 million, with interest-bearing deposits increasing by $2.1 million, and non-interest bearing deposits increasing by $0.1 million.

 

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The table below shows changes in deposit volumes by type of deposit (in thousands of dollars) between December 31, 2009 and June 30, 2010.
                                 
    June 30,     December 31,     Change  
    2010     2009     $     %  
Deposits:
                               
Demand, non-interest bearing
  $ 55,091     $ 55,030     $ 61       0.1 %
NOW and money market
    80,343       75,766       4,577       6.0 %
Savings
    47,797       42,536       5,261       12.4 %
Time deposits, $100,000 and more
    38,510       38,453       57       0.1 %
Other time deposits
    157,821       165,612       (7,791 )     (4.7 %)
 
                       
Total deposits
  $ 379,562     $ 377,397     $ 2,165       0.6 %
 
                       
Overall, loans, net of unearned interest decreased by $3.6 million, between December 31, 2009 and June 30, 2010. As shown in the table below (in thousands of dollars), the net decrease in outstanding loans since December 31, 2009 has been related primarily to decreases in most loan categories, partially offset by an increase in real estate mortgage loans.
                                 
    June 30,     December 31,     Change  
    2010     2009     $     %  
Loans:
                               
Commercial, financial and agricultural
  $ 20,911     $ 33,783     $ (12,872 )     (38.1 %)
Real estate — commercial
    34,242       39,299       (5,057 )     (12.9 %)
Real estate — construction
    23,546       24,578       (1,032 )     (4.2 %)
Real estate — mortgage
    157,062       135,854       21,208       15.6 %
Home equity
    53,010       52,893       117       0.2 %
Obligations of states and political subdivisions
    9,653       13,553       (3,900 )     (28.8 %)
Personal
    9,651       11,670       (2,019 )     (17.3 %)
 
                       
Total loans
  $ 308,075     $ 311,630       ($3,555 )     (1.1 %)
 
                       
A summary of the transactions in the allowance for loan losses for each of the six months ended June 30, 2010 and 2009 (in thousands) are presented below.
                 
    Periods Ended June 30,  
    2010     2009  
Balance of allowance — January 1
  $ 2,719     $ 2,610  
Loans charged off
    (312 )     (331 )
Recoveries of loans previously charged off
    6       5  
 
           
Net charge-offs
    (306 )     (326 )
Provision for loan losses
    567       212  
 
           
Balance of allowance — end of period
  $ 2,980     $ 2,496  
 
           
 
Ratio of net charge-offs during period to average loans outstanding
    0.10 %     0.11 %
 
           
As of June 30, 2010, the Corporation has evaluated large commercial loan relationships and other significant loans for impairment. Of the loans that were evaluated, there are three loan relationships, on which a determination has been made that it is probable that principal and interest will not be collected in full. These three loan relationships have an aggregate outstanding balance of $2,561,000. The amount of impairment estimated for these collateral-dependent loans is $756,000. Specific allocations totaling $756,000 have been included within the loan loss reserve for these loans, adjusting the carrying value of these loans to the fair value of $1,805,000. Other loans evaluated for impairment have an aggregate outstanding balance of $4,788,000, but it has been determined that there is sufficient collateral to expect full repayment, and no impairment charge has been recorded. Management believes that the specific reserve is adequate to cover potential future losses related to these relationships. 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 Bank’s non-performing loans on June 30, 2010 as compared to December 31, 2009.

 

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(Dollar amounts in thousands)   June 30, 2010     December 31, 2009  
Non-performing loans
               
Nonaccrual loans
  $ 5,117     $ 2,629  
Accruing loans past due 90 days or more
    923       1,369  
Restructured loans
           
 
           
Total
  $ 6,040     $ 3,998  
 
           
 
               
Average loans outstanding
  $ 311,526     $ 310,813  
 
               
Ratio of non-performing loans to average loans outstanding
    1.94 %     1.29 %
Stockholders’ equity decreased by $130,000, or 0.3%, from December 31, 2009 to June 30, 2010. Net income of $2,326,000 increased stockholders’ equity, while dividends paid of $1,727,000 and cash used to purchase Corporation stock into treasury of $1,026,000 reduced the Corporation’s capital position. The Corporation repurchased stock into treasury pursuant to its stock repurchase program. During the first six months of 2010, the Corporation purchased 58,100 shares. Securities available for sale increased in market value, representing an increase to equity of $170,000, net of taxes while accounting for stock-based compensation activity increased equity by $24,000. An adjustment of $42,000 was made to equity to record the amortization of net periodic pension costs of the Corporation’s defined benefit retirement plan.
Management is not aware of any current recommendations of applicable regulatory authorities that, if implemented, would have a material effect on the Corporation’s liquidity, capital resources, or operations.
Subsequent to June 30, 2010, the following events took place:
On July 20, 2010, the Board of Directors declared a regular cash dividend for the third quarter of 2010 of $0.21 per share to shareholders of record on August 13, 2010, payable on September 1, 2010.
Comparison of the Three Months Ended June 30, 2010 and 2009
Operations Overview:
Net income for the second quarter of 2010 was $1,138,000, a decrease of $27,000, or 2.3%, compared to the second quarter of 2009. Basic and diluted earnings per share were $0.26 in the second quarter of 2010, compared to $0.27 in the second quarter in 2009. Annualized return on average equity for the second quarter in 2010 was 9.01%, compared to the prior year’s ratio for the same period of 9.47%. For the quarter ended June 30, annualized return on average assets was 1.03% in 2010, versus 1.07% in 2009. The decrease in net income was primarily a result of the increase in the provision for loan losses during the second quarter of 2010.

 

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Presented below are selected key ratios for the two periods:
                 
    Three Months Ended  
    June 30,  
    2010     2009  
Return on average assets (annualized)
    1.03 %     1.07 %
Return on average equity (annualized)
    9.01 %     9.47 %
Average equity to average assets
    11.42 %     11.26 %
 
               
Non-interest income, excluding securities gains and impairment charges, as a percentage of average assets (annualized)
    0.91 %     1.04 %
Non-interest expense as a percentage of average assets (annualized)
    2.98 %     3.03 %
There were items that impact comparability when making comparisons of the second quarters of 2010 and 2009. Charges to earnings for equity securities deemed to be other-than-temporarily impaired occurred in the second quarter of 2009. Also in the second quarter of 2009, a special deposit insurance assessment was charged to banks by the FDIC, and a refund was received from the Commonwealth of Pennsylvania for sales tax overpaid in prior years. During the second quarter of 2010, the Corporation recorded small gains from the call of certain securities in the investment portfolio and from the sale of property carried as other real estate owned.
The discussion that follows further explains changes in the components of net income when comparing the second quarter of 2010 with the second quarter of 2009.
Net Interest Income:
Net interest income was $4,049,000 for the second quarter of 2010, as compared to $4,053,000 in the same quarter in 2009. Average earning assets grew by 0.8%, while the net interest margin on a fully tax equivalent basis decreased by 16 basis points.
Interest on loans decreased $360,000, or 6.8%, in the second quarter of 2010 as compared to the same period in 2009. The average weighted interest rate decrease of 67 basis points lowered interest income by approximately $274,000, with the remaining decrease attributable to a lower volume of loans.
Interest earned on investment securities and money market investments decreased $119,000 in the second quarter of 2010 as compared to 2009, with average balances increasing $2.5 million during the period. The yield on money market investments (federal funds and interest bearing deposits) decreased by 110 basis points in the second quarter of 2010 as compared to the second quarter of 2009, due to the reduction in interest bearing balances with other financial institutions. Likewise, the overall pre-tax yield on the investment securities portfolio decreased during that same timeframe by 65 basis points.
Average interest-bearing deposits and securities sold under agreements to repurchase increased by $916,000, while average non-interest bearing deposits grew by $4,470,000. 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 49 basis points, to 1.39%, in the second quarter of 2010.
Total average earning assets during the second quarter of 2010 were $400,901,000, compared to $397,760,000 during the second quarter of 2009, yielding 5.28% in 2010 versus 5.96% in 2009. Funding costs for the earning assets were 1.39% and 1.88% for the second quarters of 2010 and 2009, respectively. Net interest margin on a fully tax-equivalent basis for the second quarter of 2010 was 4.10%. For the same period in 2009, the fully-tax equivalent net interest margin was 4.26%.

 

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Provision for Loan Losses:
In the second quarter of 2010, the provision for loan losses was $282,000, as compared to a provision of $77,000 in the second quarter of 2009. 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 Bank’s market area, specific loan quality and other factors. The increased provision was primarily the result of the decrease in value of the collateral supporting one impaired loan relationship.
Non-interest Income:
Non-interest income in the second quarter of 2010 was $1,024,000, compared to $909,000 in the second quarter of 2009, an increase of $115,000. As mentioned in the overview above, there were items that impact comparability of non-interest income when making comparisons of the two quarters. The following table quantifies the impact of these items.
                 
    Year-to-date through June 30,  
Non-interest income (in thousands)   2010     2009  
Securities other-than-temporary impairment charge
  $     $ (226 )
Gains on the sale or call of securities
    27        
Gains on the sale of former branch locations
          14  
Net gains on sale of OREO
    6       19  
Refund of overcharged PA sales tax from years 2004-2006
          40  
Prior period income from credit-life insurance sales
          323  
 
           
Total positive impact on non-interest income
  $ 33     $ 170  
 
           
In the second quarter of 2009, management identified other-than-temporary impairment on two equities in the Corporation’s common stock portfolio and accordingly, an impairment charge to earnings of $226,000 was recorded. The same type of analysis in the second quarter of 2010 resulted in no other-than-temporary impairment charge in the quarter. As seen in the table above, while net gains on the disposition of property were recorded from different events, the result was similar in each of the two periods, $22,000 in 2010 versus $27,000 in 2009. As a result of petitions to the state of Pennsylvania disputing certain charges for state sales tax over the periods of 2004 through 2006, the Corporation received a refund of $40,000 in the second quarter of 2009. These types of transactions generally do not occur on a regular basis as part of recurring operating income. In the aggregate, the positive impact of these items on non-interest income was $137,000 greater in the second quarter of 2010 than in the same period in 2009. Thus, adjusting for those items that impacted comparability, non-interest income would have been $22,000 lower for the 2010 period in comparison to the 2009 period.
Trust fee income was $4,000 or 4.7% higher in the second quarter of 2010 as compared to the second quarter of 2009, while commissions from sales of non-deposit products in the second quarter of 2010 were 16.7%, or $25,000, lower than in the same quarter of the previous year.
As a percentage of average assets, annualized non-interest income, exclusive of net gains on the sale of securities and impairment charge, was 0.91% in the second quarter of 2010 as compared to 1.04% in the same period of 2009. If all items impacting comparability were excluded from the computation, the ratios would be 0.91% in 2010 compared to 0.99% in 2009.
Non-interest Expense:
Total non-interest expense decreased $16,000, or 0.5%, in the second quarter of 2010 as compared to 2009. In June of 2009, a one-time special deposit insurance assessment by the FDIC of $194,000 was recorded. All financial institutions insured by the FDIC incurred the cost of a special assessment at that time based upon each bank’s insurance risk. In addition to the special assessment, the calculation of the regular deposit insurance premium was revised and the rate was increased, creating a negative variance of $27,000 in the second quarter of 2010 versus the second quarter of 2009.
Employee compensation and benefits costs increased by $86,000, or 5.3%, in the second quarter of 2010 compared to the second quarter of 2009, primarily due to an increase in part time salaries and medical insurance costs.

 

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As a percentage of average assets, annualized non-interest expense was 2.98% in the second quarter of 2010 as compared to 3.03% in the same period of 2009. If the special FDIC assessment in 2009 were excluded from the computation, the ratio would be 2.85% in 2009.
Provision for income taxes:
Income tax expense in the second quarter of 2010 was $354,000, or 12.6%, less than in the same time period in 2009. The effective tax rate in the second quarter of 2010 was 23.7% versus 25.8% in 2009. The ratio of tax-free interest-earning assets to total assets increased in 2010, providing for a greater amount of non-taxable interest income.
Comparison of the Six Months Ended June 30, 2010 and 2009
Operations Overview:
Net income for the first six months of 2010 was $2,326,000, a decrease of $249,000, or 9.7%, compared to the same period in 2009. Basic and diluted earnings per share were $0.54 in the first half of 2010, compared to $0.59 in the first half of 2009. Annualized return on average equity for the first six months of 2010 was 9.18%, compared to the prior year’s ratio for the same period of 10.52%. For the year-to-date period ended June 30, annualized return on average assets was 1.06% in 2010, versus 1.19% in 2009. The decrease in net income was primarily a result of the increase in the provision for loan losses, and the net effect of the valuation of certain assets in 2009.
Presented below are selected key ratios for the two periods:
                 
    Six Months Ended  
    June 30,  
    2010     2009  
Return on average assets (annualized)
    1.06 %     1.19 %
Return on average equity (annualized)
    9.18 %     10.52 %
Average equity to average assets
    11.53 %     11.34 %
 
               
Non-interest income, excluding securities gains and impairment charges, as a percentage of average assets (annualized)
    0.92 %     1.10 %
Non-interest expense as a percentage of average assets (annualized)
    2.93 %     3.01 %
There were several items that impact comparability when making comparisons of the two periods. Charges to earnings for equity securities deemed to be other-than-temporarily impaired and gains on the sale of properties occurred in the first six months of 2009. Additionally in 2009, noninterest income was recorded for Pennsylvania sales tax refunds and for deferred fees earned on the sale of credit life insurance. In the area of non-interest expense, in 2009, a special assessment was charged to banks by the FDIC.
The discussion that follows further explains these and other changes in the components of net income when comparing the year-to-date results of operations for 2010 and 2009.
Net Interest Income:
Net interest income was $8,045,000 for the first six months of 2010, as compared to $8,070,000 in the same period in 2009.
Interest on loans decreased $613,000, or 5.8%, in the first six months of 2010 as compared to the same period in 2009. An average weighted interest rate decrease of 42 basis points, partially offset by an increase of $1,144,000 in the average balance of the loan portfolio, was responsible for lower interest income in comparison to the 2009 period.
Interest earned on investment securities and money market investments decreased $248,000 in the first six months of 2010 as compared to 2009, with average balances increasing $4,499,000 during the period. The yield on money market investments (federal funds and interest bearing deposits) decreased by 32 basis points in the first half of 2010 as compared to the first half of 2009, due to the reduction in balances and rates in interest bearing deposits. Likewise, the overall pre-tax yield on the investment securities portfolio decreased during that same timeframe by 78 basis points.

 

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Average interest-bearing deposits and securities sold under agreements to repurchase increased by $3,943,000, while average non-interest bearing deposits grew by $3,284,000, when comparing the first half of 2010 to the same period in 2009. This change in the mix of deposits, in addition to the sustained low rate environment, contributed to the reduction in the cost to fund earning assets, which was reduced by 45 basis points, to 1.49%, in the first half of 2010.
Total average earning assets during the first half of 2010 were $398,078,000, compared to $392,435,000 during the first half of 2009, yielding 5.54% in 2010 versus 6.06% in 2009. Funding costs for the earning assets were 1.49% and 1.94% for the six months ended June 30, 2010 and 2009, respectively. Net interest margin on a fully tax-equivalent basis for the first half of 2010 was 4.26%. For the same period in 2009, the fully-tax equivalent net interest margin was 4.31%.
Provision for Loan Losses:
In the first six months of 2010, the provision made for loan losses was $567,000. 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 Bank’s market area, specific loan quality and other factors. In the first six months of 2009, a loan loss provision of $212,000 was recorded. The increase in the provision in the 2010 period resulted from the reduction in the value of collateral supporting several impaired loans.
Non-interest income:
Non-interest income in the first six months of 2010 was $2,047,000, compared to $2,151,000 in the first six months of 2009, a decrease of $104,000. As mentioned in the overview above, there were several items that impact comparability on non-interest income when making comparisons of the two periods. The following table quantifies the impact of these items.
                 
    Year-to-date through June 30,  
Non-interest income (in thousands)   2010     2009  
Securities other-than-temporary impairment charge
  $     $ (226 )
Gains on the sale or call of securities
    27        
Gains on the sale of former branch locations
          14  
Net gains on sale of OREO
    6       19  
Refund of overcharged PA sales tax from years 2004-2006
          40  
Prior period income from credit-life insurance sales
          323  
 
           
Total positive impact on non-interest income
  $ 33     $ 170  
 
           
In the first six months of 2009, management identified other-than-temporary impairment on two equities in the Corporation’s common stock portfolio and, accordingly, an impairment charge to earnings of $226,000 was recorded. The Corporation recognized no gains from the sales or calls of securities during the first half of 2009, while a gain of $27,000 was recorded in the first half of 2010. Property used formerly as a branch location was sold during 2009, yielding a gain of $14,000 in 2009. As a result of petitions to the state of Pennsylvania disputing certain charges for state sales tax over the periods of 2004 through 2006, the Corporation received a refund of $40,000 in the first half of 2009. Included also in non-interest income in the first half of 2009 was an adjustment of $323,000, representing previously unrecorded fees earned in prior periods from the sales of insurance policies on loans. The adjustment was deemed by management to be immaterial to the consolidated financial statements in all prior periods and therefore required no prior period restatement of earnings. These types of transactions generally do not occur on a regular basis as part of recurring operating income. In the aggregate, the positive impact of these transactions on non-interest income was $137,000 greater in the first half of 2009 than in the same period in 2010.
Trust fees earned in the first six months of 2010 were $40,000 higher than those earned in the first six months of 2009, primarily due to estate fees earned. Fees for customer service on deposit accounts in the first half of 2010 decreased slightly compared to the same period in 2009 by $29,000, or 3.6%, due to reduced activity in the overdraft protection product. At $221,000, commissions from the sale of non-deposit products were 14.3% less than the $258,000 in commissions earned in 2009. Income from bank owned life insurance and annuities increased in the first half of 2010 compared to the first half of 2009 by $42,000, or 19.3%, as a result of carrier diversification. Income from our unconsolidated subsidiary was $119,000, 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 six months of 2010, a 24.0% increase over the previous year’s same period.

 

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As a percentage of average assets, annualized non-interest income, exclusive of net gains on the sale of securities and impairment charge, was 0.92% in the first six months of 2010 as compared to 1.10% in the same period of 2009. If the items impacting comparability were excluded from the computation, the ratios would be 0.92% in 2010 and 0.93% in 2009.
Noninterest expense:
Total non-interest expense decreased $62,000, or 1.0%, in the first six months of 2010 as compared to 2009. In June of 2009, a one-time special deposit insurance assessment by the FDIC of $194,000 was recorded. All financial institutions insured by the FDIC incurred the cost of a special assessment at that time based upon each banks insurance risk. In addition to the special assessment, the calculation of the regular deposit insurance premium was revised and the rate was increased, creating a negative variance of $86,000 in the first half of 2010 versus the first half of 2009.
Employee compensation and benefits costs increased by $58,000, or 1.7%, in first half of 2010 compared to the first half of 2009, primarily due to an increase in part time salaries and medical insurance costs. Other changes in noninterest expense in the comparable periods included an increase of $22,000 in costs to maintain foreclosed assets.
As a percentage of average assets, annualized noninterest expense was 2.93% in the first six months of 2010 as compared to 3.01% in the same period of 2009. If the items that affected comparability were excluded from the computation, the ratios would be 2.93% in both periods.
Provision for income taxes:
Income tax expense in the first six months of 2010 was $173,000, or 18.6%, less than in the same time period in 2009. The effective tax rate in 2010 was 24.5% versus 26.5% in 2009. The ratio of tax-free interest-earning assets to total assets increased in 2010, providing for a lesser amount of non-taxable interest income.
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 six months of 2010, the average balance of short-term borrowings from the Federal Home Loan Bank was $313,000, with none outstanding on June 30, 2010. As of June 30, 2010, the Corporation had long-term debt of $5,000,000 and had unused borrowing capacity with the Federal Home Loan Bank of $150 million.
Funding derived from securities sold under agreements to repurchase (accounted for as collateralized financing transactions) is available through corporate cash management accounts for business customers. This product gives the Corporation the ability to pay interest on corporate checking accounts.
In view of the 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 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.

 

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Unused commitments and letters of credit at June 30, 2010, were $38,781,000 and $903,000, 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 Corporation’s 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 June 30, 2010, 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 Corporation’s equity investments consist of common stocks of publicly traded financial institutions.
Recent declines and volatility in the values of financial institution stocks have significantly reduced the likelihood of realizing significant gains in the near-term. 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 consistent attractive after-tax yields from dividends. The carrying value of the financial institutions stocks accounted for 0.2% of the Corporation’s total assets as of June 30, 2010. Management performs an impairment analysis on the entire investment portfolio, including the financial institutions stocks on a quarterly basis. As of June 30, 2010, no “other-than-temporary” impairment was identified. There is no assurance that further declines in market values of the common stock portfolio in the future will not result in “other-than-temporary” impairment charges, depending upon facts and circumstances present.
The equity investments in the Corporation’s portfolio had an adjusted cost basis of approximately $975,000 and a fair value of $858,000 at June 30, 2010. Net unrealized losses in this portfolio were approximately $117,000 at June 30, 2010.
In addition to its equity portfolio, the Corporation’s investment management and trust services revenue could be impacted by fluctuations in the securities markets. A portion of the Corporation’s trust revenue is based on the value of the underlying investment portfolios. If securities values decline, the Corporation’s trust revenue could be negatively impacted.

 

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Interest rate risk creates exposure in two primary areas. First, changes in rates have an impact on the Corporation’s liquidity position and could affect its ability to meet obligations and continue to grow. Second, movements in interest rates can create fluctuations in the Corporation’s net interest income and changes in the economic value of equity.
The primary objective of the Corporation’s 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 the most recent model run, data was disseminated 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 Corporation’s balance sheet is relatively rate-neutral as rates would change downward. Each 100 basis point increase results in approximately $119,000 decline in net interest income in the static environment. This negative effect of rising rates is offset to a large degree by the positive effect of imbedded options that include loans floating off their floors and likely internal deposit pricing strategies. Over a one-year period, the net effect of an immediate 100, 200, 300 and 400 basis point rate increase would change net interest income by $(77,000), $(78,000), $(50,000) and $(19,000), respectively. Rate shock modeling was done for a declining rate of 25 basis points only, as the federal funds target rate currently is between zero and 0.25%. As the table below indicates, the net effect of interest rate risk on net interest income is positive in a rising rate environment. Juniata’s rate risk policies provide for maximum limits on net interest income that can be at risk for 100 through 400 basis point changes in interest rates.
Effect of Interest Rate Risk on Net Interest Income
(Dollars in thousands)
                         
    Change in Net     Change in Net        
Change in   Interest Income     Interest Income     Total Change in  
Interest Rates   Due to Interest     Due to Imbedded     Net Interest  
(Basis Points)   Rate Risk (Static)     Options     Income  
400
  $ (473 )   $ 454     $ (19 )
300
    (355 )     305       (50 )
200
    (236 )     158       (78 )
100
    (119 )     42       (77 )
0
                 
-25
    29       (35 )     (6 )
The net interest income at risk position remained within the guidelines established by the Corporation’s asset/liability policy.
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, 2009 for further discussion of this matter.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
As of June 30, 2010, the Corporation carried out an evaluation, under the supervision and with the participation of the Corporation’s management, including the Corporation’s 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 Commission’s rules and forms. These controls and procedures include, without

 

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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 issuer’s 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 Corporation’s Chief Executive Officer and Chief Financial Officer concluded that the Corporation’s 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 Corporation’s 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 Corporation’s internal control over financial reporting since December 31, 2009.
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 Corporation’s or its subsidiary’s 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
In addition to the risk factors that were disclosed in the Annual Report on Form 10-K as of December 31, 2009, the Corporation has added the following.
Recently enacted financial reform legislation may have a significant impact on the Corporation and results of its Operation.
On July 21, 2010, the President of the United States signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”). The goals of the new legislation include restoring public confidence in the financial system following the 2007-2008 financial and credit crises, preventing another financial crisis and allowing regulators to identify failings in the system before another crisis can occur. Among other things, the Act creates the Financial Stability Oversight Council, with oversight authority for monitoring and regulating systemic risk, and the Bureau of Consumer Financial Protection, which will have broad regulatory and enforcement powers over consumer financial products and services. The Act also changes the responsibilities of the current federal banking regulators, imposes additional corporate governance and disclosure requirements in areas such as executive compensation and proxy access, and limits or prohibits proprietary trading and hedge fund and private equity activities of banks. The scope of the Act impacts many aspects of the financial services industry, and it requires the development and adoption of many implementing regulations over the next several months and years; thus, the effects of the Act on the financial

 

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services industry will depend, in large part, upon the extent to which regulators exercise the authority granted to them under the Act and the approaches taken in implementing regulations. The Corporation and the entire financial services industry have begun to assess the potential impact of the Act on business and operations, but at this early stage, the likely impact cannot be ascertained with any degree of certainty. However, it would appear that the Corporation is likely to be impacted by the Act in the areas of corporate governance, deposit insurance assessments, capital requirements and restrictions on fees charges that may be charged to consumers.
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 June 30, 2010:
                                 
                    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)  
 
April 1-30, 2010
        $             205,936  
May 1-31, 2010
    20,000       17.40       20,000       185,936  
June 1-30, 2010
    22,000       17.92       22,000       163,936  
 
                       
 
Totals
    42,000               42,000       163,936  
 
                       
     
(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 Board of Directors authorized the repurchase of 400,000 additional shares in 2005 and then authorized 200,000 additional shares in September of 2008. As of August 9, 2010, the number of shares that may yet be purchased under the program was 163,936. 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.  
(Removed and Reserved)
Item 5.  
OTHER INFORMATION
None
Item 6.  
EXHIBITS
  3.1 — 
Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 4.1 to the Corporation’s 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 Corporation’s report on Form 8-K filed with the SEC on December 21, 2007)
 
  10.1 — 
2004 Executive Annual Incentive Plan (incorporated by reference to Exhibit 10.15 to the Corporation’s report on Form 10-K filed with the SEC on March 16, 2005)
 
  10.2 — 
Exhibits A-B to 2004 Executive Annual Incentive Plan (incorporated by reference to Exhibit 10.1 to the Corporation’s report on Form 8-K filed with the SEC on March 19, 2010)

 

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  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
 
  32.2 — 
Section 1350 Certification of Chief Financial Officer
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 08-09-2010  By  /s/ Marcie A. Barber    
    Marcie A. Barber, President and   
    Chief Executive Officer   
 
     
Date 08-09-2010  By  /s/ JoAnn N. McMinn    
    JoAnn N. McMinn, Chief Financial   
    Officer, Principal Accounting Officer and Principal Financial Officer   
 

 

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