UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Fiscal Year ended
December 31, 2010
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
to
Commission File No.
0-13232
Juniata Valley Financial Corp.
(Exact name of registrant as specified in its charter)
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Pennsylvania
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23-2235254
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(State or other jurisdiction of
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(IRS Employer Identification No.)
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incorporation or organization)
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Bridge and Main Streets, PO Box 66
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Mifflintown, PA
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17059-0066
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
(717) 436-8211
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $1.00
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act. Yes
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No
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act. Yes
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No
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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 such
shorter period that the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes
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No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.
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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).
Yes
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No
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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 definition of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act)
Yes
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No
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The aggregate market value of the voting and non-voting common equity held by non-affiliates
computed by reference to the price at which the common equity was last sold, or the average bid and
asked price of such common equity, as of the last business day of the registrants most recently
completed second fiscal quarter was $74,962,388.
(1)
There were 4,254,765 shares of the registrants common stock outstanding as of March 4, 2011.
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(1)
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The aggregate dollar amount of the voting stock set forth equals the number of shares of the
Companys Common Stock outstanding, reduced by the amount of Common Stock held by officers,
directors, shareholders owning in excess of 10% of the Companys Common Stock and the Companys
employee benefit plans multiplied by the last reported sale price for the Companys Common Stock on
June 30, 2010, the last business day of the registrants most recently completed second fiscal
quarter. The information provided shall not be construed as an admission that any officer,
director or 10% shareholder of the Company, or any employee benefit plan, may be deemed an
affiliate of the Company or that such person or entity is the beneficial owner of the shares
reported as being held by such person or entity, and any such inference is hereby disclaimed.
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DOCUMENTS INCORPORATED BY REFERENCE
(Specific sections incorporated are identified under applicable items herein)
Certain portions of the Companys Annual Report to Shareholders for the year ended December
31, 2010 are incorporated by reference in Parts I and II of this Report.
With the exception of the information incorporated by reference in Parts I and II of this
Report, the Companys Annual Report to Shareholders for the year ended December 31, 2010 is not to
be deemed filed with the Securities and Exchange Commission for any purpose.
Certain portions of the Companys Proxy Statement to be filed in connection with its 2011
Annual Meeting of Shareholders are incorporated by reference in Part III of this Report; provided,
however, that any information in such Proxy Statement that is not required to be included in this
Annual Report on Form 10-K shall not be deemed to be incorporated herein or filed for the purposes
of the Securities Act of 1933 or the Securities Exchange Act of 1934.
Other documents incorporated by reference are listed in the Exhibit Index.
TABLE OF CONTENTS
PART I
ITEM 1. BUSINESS
Overview
Juniata Valley Financial Corp. (the Company or Juniata) is a Pennsylvania corporation that was
formed in 1983 as a result of a plan of merger and reorganization of The Juniata Valley Bank (the
Bank). The plan was approved by the various regulatory agencies on June 7, 1983, and Juniata, a
one-bank holding company, registered under the Bank Holding Company Act of 1956. The Bank is the
oldest independent commercial bank in Juniata and Mifflin Counties, having originated under a state
bank charter in 1867. The Company has one reportable segment, consisting of the Bank, as described
in Note 1 of Notes to Consolidated Financial Statements contained in the Companys 2010 Annual
Report to Shareholders (2010 Annual Report).
Nature of Operations
Juniata operates primarily in central Pennsylvania with the purpose of delivering financial
services within its local market. The Company provides retail and commercial banking services
through 12 offices in the following locations: five community offices in Juniata County; five
community offices in Mifflin County, as well as a financial services office; one community office
in each of Perry and Huntingdon Counties; and a loan production office in Centre County. The
Company offers a full range of consumer and commercial banking services. Consumer banking services
include: Internet banking; telephone banking; ten automated teller machines; personal checking
accounts; club accounts; checking overdraft privileges; money market deposit accounts; savings
accounts; debit cards; certificates of deposit; individual retirement accounts; secured and
unsecured lines of credit; construction and mortgage loans; and safe deposit boxes. Commercial
banking services include: low and high-volume business checking accounts; Internet account
management services; ACH origination; payroll direct deposit; commercial lines of credit;
commercial letters of credit; and commercial term and demand loans. Comprehensive trust, asset
management and estate services are provided, and the Company has a contractual arrangement with a
broker-dealer to offer a full range of financial services, including annuities, mutual funds, stock
and bond brokerage services and long-term care insurance to the Banks customers. Management
believes the Bank has a relatively stable deposit base with no major seasonal depositor or group of
depositors. Most of the Companys commercial customers are small and mid-sized businesses in
central Pennsylvania.
Juniatas loan policies are updated periodically and are presented for approval to the Board of
Directors of the Bank. The purpose of the policies is to grant loans on a sound and collectible
basis, to invest available funds in a safe, profitable manner, to serve the credit needs of the
communities in Juniatas primary market area and to ensure that all loan applicants receive fair
and equal treatment in the lending process. It is the intent of the underwriting policies to seek
to minimize loan losses by requiring careful investigation of the credit history of each applicant,
verifying the source of repayment and the ability of the applicant to repay, securing those loans
in which collateral is deemed to be required, exercising care in the documentation of the
application, review, approval and origination process and administering a comprehensive loan
collection program.
The major types of investments held by Juniata consist of obligations and securities issued by U.S.
Treasury or other government agencies or corporations, obligations of state and local political
subdivisions, mortgage-backed securities and common stock. Juniatas investment policy directs that
investments be managed in a way that provides necessary funding for the Companys liquidity needs,
provides adequate collateral to pledge for public funds held and, as directed by the Asset
Liability Committee, is managed to control interest rate risk. The investment policy provides
limits on types of investments owned, credit quality of investments and limitations by investment
types and issuer.
The Companys primary source of funds is deposits, consisting of transaction type accounts, such as
demand deposits and savings accounts, and time deposits, such as certificates of deposits. The
majority of deposits have been made by customers residing or located in Juniatas market area. No
material portion of the deposits has been obtained from a single or small group of customers, and
the Company believes that
the loss of any customers deposits or a small group of customers deposits would not have a
material adverse effect on the Company.
Other sources of funds used by the Company include retail repurchase agreements, borrowings from
the Federal Home Loan Bank of Pittsburgh, and lines of credit established with various
correspondent banks for overnight funding.
Competition
The Banks service area is characterized by a high level of competition for banking business among
commercial banks, savings and loan associations and other financial institutions located inside and
outside the Banks market area. The Bank actively competes with dozens of such banks and
institutions for local consumer and commercial deposit accounts, loans and other types of banking
business. Many competitors have substantially greater financial resources and larger branch systems
than those of the Bank.
In commercial transactions, the Company believes that the Banks legal lending limit to a single
borrower (approximately $6,626,000 as of December 31, 2010) enables it to compete effectively for
the business of small and mid-sized businesses. However, this legal lending limit is considerably
lower than that of various competing institutions and thus may act as a constraint on the Banks
effectiveness in competing for financings in excess of the limit.
In consumer transactions, the Bank believes that it is able to compete on a substantially equal
basis with larger financial institutions because it offers competitive interest rates on savings
and time deposits and on loans.
In competing with other banks, savings and loan associations and financial institutions, the Bank
seeks to provide personalized services through managements knowledge and awareness of its service
areas, customers and borrowers. In managements opinion, larger institutions often do not provide
sufficient attention to the retail depositors and the relatively small commercial borrowers that
comprise the Banks customer base.
Other competitors, including credit unions, consumer finance companies, insurance companies and
money market mutual funds, compete with certain lending and deposit services offered by the Bank.
The Bank also competes with insurance companies, investment counseling firms, mutual funds and
other business firms and individuals in corporate and trust investment management services.
Supervision and Regulation
The Company operates in a highly regulated industry, and thus may be affected by changes in state
and federal regulations and legislation. As a registered bank holding company under the Bank
Holding Company Act of 1956, as amended, the Company is subject to supervision and examination by
the Board of Governors of the Federal Reserve System and is required to file with the Federal
Reserve Board periodic reports and information regarding its business operations and those of the
Bank. In addition, under the Pennsylvania Banking Code of 1965, the Pennsylvania Department of
Banking has the authority to examine the books, records and affairs of the Company and to require
any documentation deemed necessary to ensure compliance with the Pennsylvania Banking Code.
The Bank Holding Company Act requires the Company to obtain Federal Reserve Board approval before:
acquiring more than five percent ownership interest in any class of the voting securities of any
bank; acquiring all or substantially all of the assets of a bank; or merging or consolidating with
another bank holding company. In addition, the Act prohibits a bank holding company from acquiring
the assets, or more than five percent of the voting securities, of a bank located in another state,
unless such acquisition is specifically authorized by the statutes of the state in which the bank
is located.
The Company is generally prohibited under the Act from engaging in, or acquiring direct or indirect
ownership or control of more than five percent of the voting shares of any company engaged in,
nonbanking activities unless the Federal Reserve Board, by order or regulation, has found such
activities to
be so closely related to banking or managing or controlling banks as to be a proper incident
thereto. In making such determination, the Federal Reserve Board considers whether the performance
of these activities by a bank holding company can reasonably be expected to produce benefits to the
public that outweigh the possible adverse effects.
A satisfactory safety and soundness rating, particularly with regard to capital adequacy, and a
satisfactory Community Reinvestment Act rating, are generally prerequisites to obtaining federal
regulatory approval to make acquisitions and open branch offices. As of December 31, 2010, the Bank
was rated outstanding under the Community Reinvestment Act and was a well capitalized bank. An
institutions Community Reinvestment Act rating is considered in determining whether to grant
approvals relating to charters, branches and other deposit facilities, relocations, mergers,
consolidations and acquisitions. Less than satisfactory performance may be the basis for denying an
application.
As a public company, the Company is subject to the Securities and Exchange Commissions rules and
regulations relating to periodic reporting, proxy solicitation and insider trading.
There are various legal restrictions on the extent to which the Company and its non-bank
subsidiaries can borrow or otherwise obtain credit from the Bank. In general, these restrictions
require that any such extensions of credit must be secured by designated amounts of specified
collateral and are limited, as to any one of the Company or such non-bank subsidiaries, to ten
percent of the lending banks capital stock and surplus, and as to the Company and all such
non-bank subsidiaries in the aggregate, to 20 percent of the Banks capital stock and surplus.
Further, the Company and the Bank are prohibited from engaging in certain tie-in arrangements in
connection with any extension of credit, lease or sale of property or furnishing of services.
As a bank chartered under the laws of Pennsylvania, the Bank is subject to the regulations and
supervision of the FDIC and the Pennsylvania Department of Banking. These government agencies
conduct regular safety and soundness and compliance reviews that have resulted in satisfactory
evaluations to date. Some of the aspects of the lending and deposit business of the Bank that are
regulated by these agencies include personal lending, mortgage lending and reserve requirements.
FDIC Insurance
The Federal Deposit Insurance Corporation (FDIC) is an independent federal agency that insures
the deposits, up to prescribed statutory limits, of federally insured banks and savings
institutions and safeguards the safety and soundness of the banking and savings industries. The
FDIC previously administered two separate insurance funds, the Bank Insurance Fund (BIF), which
generally insured commercial bank and state savings bank deposits, and the Savings Association
Insurance Fund (SAIF), which generally insured savings association deposits.
Under the Federal Deposit Insurance Reform Act of 2005 (the Reform Act), (i) the BIF and the SAIF
were merged into a new combined fund, called the Deposit Insurance Fund, effective March 31, 2006,
(ii) the then-current $100,000 deposit insurance coverage was indexed for inflation (with
adjustments every five years, commencing January 1, 2011); and (iii) deposit insurance coverage for
retirement accounts was increased to $250,000 per participant subject to adjustment for inflation.
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act)
permanently raised the standard maximum deposit insurance coverage amount to $250,000 and made the
increase retroactive to January 1, 2008. This was effective immediately upon the Presidents
signature on July 21, 2010. The FDIC deposit insurance coverage limit applies per depositor, per
insurance depository institution for each account ownership category. The FDIC has been given
greater latitude in setting the assessment rates for insured depository institutions which could be
used to impose minimum assessments.
The FDIC is authorized to set the reserve ratios for the Deposit Insurance Fund annually at between
1.15% and 1.5% of estimated insured deposits. Insured depository institutions that were in
existence on December 31, 1996 and paid assessments prior to that date (or their successors) are
entitled to a one-time credit against future assessments based on their past contributions to the
BIF or SAIF. The Bank was able to
offset the majority of its deposit insurance premium for 2008 with the special assessment credit,
and used the remainder of the credit in the first quarter of 2009.
Recent bank failures significantly increased the Deposit Insurance Funds losses. As a result of a
decline in the reserve ratio of the Deposit Insurance Fund, the FDIC Board adopted a restoration
plan and also raised assessment rates. Other changes included in the Reform Act are primarily
intended to ensure that riskier institutions will bear a greater share of the proposed increase in
assessments. The FDICs final rule raised the prior assessment rates uniformly by 7 basis points
for the first quarter 2009 assessment period, and rates now range from 12 to 50 basis points.
Institutions in the lowest risk category, Risk Category I, pay between 12 and 14 basis points.
Effective April 1, 2009, the rule widened the range of rates overall and within Risk Category I.
Initial base assessment rates range between 12 and 45 basis points 12 -16 basis points for
Category I. The initial base rates for risk categories II, III and IV were 20, 30 and 45 basis
points, respectively. For institutions in any risk category, assessment rates rose above initial
rates for institutions relying significantly on secured liabilities. Assessment rates increased for
institutions with a ratio of secured liabilities (repurchase agreements, Federal Home Loan Bank
advances, secured Federal Funds purchased and other secured borrowings) to domestic deposits of
greater than 15%, with a maximum of 50% above the rate before such adjustment.
On February 27, 2009, the FDIC also adopted an interim rule that imposed a 20 basis point special
emergency assessment as of June 30, 2009, payable on September 30, 2009. The interim rule also
permits the Board to impose an emergency special assessment after June 30, 2009, of up to 10 basis
points, if necessary to maintain public confidence in federal deposit insurance. The Company paid
the emergency assessment of $194,000 on September 30, 2009 as well as increased regular quarterly
assessments, based upon the rates in the lowest risk category. In addition, the FDIC required all
insured institutions to prepay three years of assessments on December 30, 2009, which required the
Company to prepay approximately $1.8 million of projected fees for 2010, 2011 and 2012.
Under the Reform Act, the FDIC may terminate the insurance of an institutions deposits upon
finding that the institution has engaged in unsafe and unsound practices, is in an unsafe and
unsound condition to continue operations or has violated any applicable law, regulation, rule,
order or condition imposed by the FDIC. The Company does not know of any practice, condition or
violation that might lead to termination of its deposit insurance.
In addition, all insured institutions of the FDIC are required to pay assessments to fund interest
payments on bonds issued by the Financing Corporation, an agency of the Federal government
established to finance resolutions of insolvent thrifts. These assessments, the current quarterly
rate of which is approximately .0154 of insured deposits, will continue until the Financing
Corporation bonds mature in 2017.
Community Reinvestment Act
Under the Community Reinvestment Act, the Bank has a continuing and affirmative obligation,
consistent with its safe and sound operation, to help meet the credit needs of its entire
community, including low and moderate income neighborhoods. However, the Community Reinvestment Act
does not establish specific lending requirements or programs for financial institutions nor does it
limit an institutions discretion to develop the types of products and services that it believes
are best suited to its particular community. The Community Reinvestment Act also requires;
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the applicable regulatory agency to assess an institutions record of meeting the
credit needs of its community;
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public disclosure of an institutions CRA rating; and
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that the applicable regulatory agency provides a written evaluation of an institutions
CRA performance utilizing a four-tiered descriptive rating system.
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The operations of the Bank are also subject to numerous Federal, state and local laws and
regulations which set forth specific restrictions and procedural requirements with respect to
interest rates on loans, the extension of credit, credit practices, the disclosure of credit terms
and discrimination in credit transactions. The Bank also is subject to certain limitations on the
amount of cash dividends that it can pay. See Note 15
of Notes to Consolidated Financial Statements, contained in the 2010 Annual Report, which is
included in Exhibit 13 to this report and incorporated by reference in this Item 1.
Capital Regulation
The Company and the Bank are subject to risk-based and leverage capital standards by which all bank
holding companies and banks are evaluated in terms of capital adequacy. The risk-based capital
standards relate a banking companys capital to the risk profile of its assets and require that
bank holding companies and banks must have Tier 1 capital of at least 4% of its total risk-adjusted
assets, and total capital, including Tier 1 capital, equal to at least 8% of its total
risk-adjusted assets. Tier 1 capital includes common stockholders equity and qualifying perpetual
preferred stock together with related surpluses and retained earnings. The remaining portion of
this capital standard, known as Tier 2 capital, may be comprised of limited life preferred stock,
qualifying subordinated debt instruments and the reserves for possible loan losses.
Additionally, banking organizations must maintain a minimum leverage ratio of 3%, measured as the
ratio of Tier 1 capital to adjusted average assets. This 3% leverage ratio is a minimum for the
most highly rated banking organizations without any supervisory, financial or operational
weaknesses or deficiencies. Other banking organizations are expected to maintain leverage capital
ratios 100 to 200 basis points above such minimum, depending on their financial condition.
Under the Federal Deposit Insurance Corporation Improvement Act of 1991 (the 1991 Act), a bank
holding company is required to guarantee that any undercapitalized (as such term is defined in
the statute) insured depository institution subsidiary will comply with the terms of any capital
restoration plan filed by such subsidiary with its appropriate federal banking agency up to the
lesser of (i) an amount equal to 5% of the institutions total assets at the time the institution
became undercapitalized, or (ii) the amount which is necessary (or would have been necessary) to
bring the institution into compliance with all capital standards as of the time the institution
failed to comply with such capital restoration plan.
Under Federal Reserve Board policy, the Company is expected to act as a source of financial
strength to the Bank and the First National Bank of Liverpool (FNBL), of which the Company owns
39.16%, and to commit resources to support the Bank and FNBL, in circumstances where they might not
be in a financial position to support themselves. Consistent with the source of strength policy
for subsidiary banks, the Federal Reserve Board has stated that, as a matter of prudent banking, a
bank holding company generally should not maintain a rate of cash dividends unless its net income
available to common stockholders has been sufficient to fully fund the dividends and the
prospective rate of earnings retention appears to be consistent with the Companys capital needs,
asset quality and overall financial condition.
See Note 15 of Notes to Consolidated Financial Statements, contained in the 2010 Annual Report and
incorporated by reference in this Item 1, for a table that provides the Companys risk based
capital ratios and leverage ratio.
Federal banking agencies have broad powers to take corrective action to resolve problems of insured
depository institutions. The extent of these powers depends upon whether the institutions in
question are well capitalized, adequately capitalized, under capitalized, significantly
undercapitalized, or critically undercapitalized. As of December 31, 2010, the Bank was a
well-capitalized bank, as defined by the FDIC.
The FDIC has issued a rule that sets the capital level for each of the five capital categories by
which banks are evaluated. A bank is deemed to be well capitalized if the bank has a total
risk-based capital ratio of 10% or greater, has a Tier 1 risk-based capital ratio of 6% or greater,
has a leverage ratio of 5% or greater, and is not subject to any order or final capital directive
by the FDIC to meet and maintain a specific capital level for any capital measure. A bank may be
deemed to be in a capitalization category that is lower than is indicated by its actual capital
position if it received an unsatisfactory safety and soundness examination rating.
All of the bank regulatory agencies have issued rules that amend their capital guidelines for
interest rate risk and require such agencies to consider in their evaluation of a banks capital
adequacy the exposure of a banks capital and economic value to changes in interest rates. These
rules do not establish an explicit supervisory threshold. The agencies intend, at a subsequent
date, to incorporate explicit minimum requirements for interest rate risk into their risk based
capital standards and have proposed a supervisory model to be used together with bank internal
models to gather data and hopefully propose at a later date explicit minimum requirements.
The United States is a member of the Basel Committee on Banking Supervision (the Basel Committee)
that provides a forum for regular international cooperation on banking supervisory matters. The
Basel Committee develops guidelines and supervisory standards and is best known for its
international standards on capital adequacy; the Core Principles for Effective Banking Supervision
and the Concordat on cross-border banking supervision.
In December 2010, the Basel Committee released its new framework for strengthening international
capital and liquidity regulation, now officially identified as Basel III. Basel III, when
implemented by the U.S. banking agencies and fully phased-in, will require bank holding companies
and their bank subsidiaries to maintain substantially more capital, with a greater emphasis on
common equity.
Basel III requires or permits the Federal banking agencies to adopt regulations affecting banking
institutions capital requirements in a number of respects. The U.S. banking agencies have
indicated informally that they expect to propose regulations implementing Basel III in mid-2011
with final adoption of implementing regulations in mid-2012. Accordingly, the regulations
ultimately applicable to the Company and the Bank may be substantially different from the Basel III
final framework as published in December 2010. Requirements to maintain higher levels of capital or
to maintain higher levels of liquid assets could adversely impact the Companys operating results.
While uncertainty exists with regard to the final regulations, the Company is closely monitoring
their proposal, adoption and implementation.
Gramm-Leach-Bliley Act
On November 12, 1999, the Gramm-Leach-Bliley Act (GLB) was signed into law. GLB permits
commercial banks to affiliate with investment banks. It also permits bank holding companies which
elect financial holding company status to engage in any type of financial activity, including
securities, insurance, merchant banking/equity investment and other activities that are financial
in nature. The Company has not elected financial holding company status. The merchant banking
provisions allow a bank holding company to make a controlling investment in any kind of company,
financial or commercial. These new powers allow a bank to engage in virtually every type of
activity currently recognized as financial or incidental or complementary to a financial activity.
A commercial bank that wishes to engage in these activities is required to be well capitalized,
well managed and have a satisfactory or better Community Reinvestment Act rating. GLB also allows
subsidiaries of banks to engage in a broad range of financial activities that are not permitted for
banks themselves. Although the Company and the Bank have not commenced these types of activities
to date, GLB enables them to evaluate new financial activities that would complement the products
already offered to enhance non-interest income.
Financial Privacy
Federal banking regulators adopted rules that limit the ability of banks and other financial
institutions to disclose non-public information about consumers to nonaffiliated third parties.
These limitations require disclosure of privacy policies to consumers and, in some circumstances,
allow consumers to prevent disclosure of certain personal information to a nonaffiliated third
party. The privacy provisions of the GLB Act affect how consumer information is transmitted through
diversified financial companies and conveyed to outside vendors.
Anti-Money Laundering Initiatives and the USA Patriot Act
A major focus of governmental policy on financial institutions in recent years has been aimed at
combating money laundering and terrorist financing. The USA Patriot Act of 2001 (USA Patriot Act)
substantially broadened the scope of U.S. anti-money laundering laws and regulations by imposing
significant new compliance and due diligence obligations, creating new crimes and penalties and
expanding the extra-territorial jurisdiction of the U.S. The United States Treasury has issued a number of regulations
that apply various requirements of the USA Patriot Act to financial institutions. These regulations
require financial institutions to maintain appropriate policies, procedures and controls to detect,
prevent and report money laundering and terrorist financing and to verify the identity of their
customers. Failure of a financial institution to maintain and implement adequate programs to combat
money laundering and terrorist financing, or to comply with all of the relevant laws or
regulations, could have serious legal and reputational consequences for the institution.
Office of Foreign Assets Control Regulation
The U.S. has instituted economic sanctions which affect transactions with designated foreign
countries, nationals and others. These are typically known as the OFAC rules because they are
administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury
(OFAC). The OFAC-administered sanctions target countries in various ways. Generally, however,
they contain one or more of the following elements: (i) restrictions on trade with or investment in
a sanctioned country, including prohibitions against direct or indirect imports from and exports to
a sanctioned country, and prohibitions on U.S. persons engaging in financial transactions which
relate to investments in, or providing investment-related advice or assistance to, a sanctioned
country; and (ii) a blocking of assets in which the government or specially designated nationals of
the sanctioned country have an interest, by prohibiting transfers of property subject to U.S.
jurisdiction (including property in the possession or control of U.S. persons). Blocked assets
(e.g., property and bank deposits) cannot be paid out, withdrawn, set off or transferred in any
manner without a license from OFAC. Failure to comply with these sanctions could have serious legal
and reputational consequences for the institution.
Consumer Protection Statutes and Regulations
The Company is subject to many federal consumer protection statutes and regulations including the
Truth in Lending Act, Truth in Savings Act, Equal Credit Opportunity Act, Fair Housing Act, Real
Estate Settlement Procedures Act and Home Mortgage Disclosure Act. Among other things, these acts:
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require banks to disclose credit terms in meaningful and consistent ways;
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prohibit discrimination against an applicant in any consumer or business credit
transaction;
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prohibit discrimination in housing-related lending activities;
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require banks to collect and report applicant and borrower data regarding loans for
home purchases or improvement projects;
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require lenders to provide borrowers with information regarding the nature and cost of
real estate settlements;
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prohibit certain lending practices and limit escrow account amounts with respect to
real estate transactions, and;
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prescribe possible penalties for violations of the requirements of consumer protection
statutes and regulations.
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On November 17, 2009, the FRB published a final rule amending Regulation E, which implements the
Electronic Fund Transfer Act. The final rule limits the ability of a financial institution to
assess an overdraft fee for paying automated teller machine transactions and one-time debit card
transactions that overdraw a customers account, unless the customer affirmatively consents, or
opts in, to the institutions payment of overdrafts for these transactions.
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 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 Company 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 Company is likely to be impacted by the Act in the areas of corporate
governance, deposit insurance assessments, capital requirements and restrictions on fees that may
be charged to consumers.
Sarbanes-Oxley Act of 2002
The Sarbanes-Oxley Act of 2002 implemented a broad range of corporate governance, accounting and
reporting measures for companies, like Juniata, that have securities registered under the
Securities Exchange Act of 1934. Specifically, the Sarbanes-Oxley Act and the various regulations
promulgated under the Act, established, among other things: (i) new requirements for audit
committees, including independence, expertise, and responsibilities; (ii) additional
responsibilities regarding financial statements for the Chief Executive Officer and Chief Financial
Officer of reporting companies; (iii) new standards for auditors and regulation of audits,
including independence provisions that restrict non-audit services that accountants may provide to
their audit clients; (iv) increased disclosure and reporting obligations for reporting companies
and their directors and executive officers, including accelerated reporting of stock transactions
and a prohibition on trading during pension blackout periods; and (v) a range of new and increased
civil and criminal penalties for fraud and other violations of the securities laws. In addition,
Sarbanes-Oxley required stock exchanges, such as NASDAQ, to institute additional requirements
relating to corporate governance in their listing rules.
Section 404 of the Sarbanes-Oxley Act requires the Company to include in its Annual Report on Form
10-K a report by management and an attestation report by the Companys independent registered
public accounting firm on the adequacy of the Companys internal control over financial reporting.
Managements internal control report must, among other things, set forth managements assessment of
the effectiveness of the Companys internal control over financial reporting.
National Monetary Policy
In addition to being affected by general economic conditions, the earnings and growth of the Bank
and, therefore, the earnings and growth of the Company, are affected by the policies of regulatory
authorities, including the Federal Reserve and the FDIC. An important function of the Federal
Reserve is to regulate the money supply and credit conditions. Among the instruments used to
implement these objectives are open market operations in U.S. government securities, setting the
discount rate and changes in financial institution reserve requirements. These instruments are used
in varying combinations to influence overall growth and distribution of credit, bank loans,
investments and deposits, and their use may also affect interest rates charged on loans or paid on
deposits.
The monetary policies and regulations of the Federal Reserve have had a significant effect on the
operating results of commercial banks in the past and are expected to continue to do so in the
future. The effects of such policies upon the future businesses, earnings and growth of the
Company cannot be predicted with certainty.
Employees
As of December 31, 2010, the Company had a total of 119 full-time employees and 15 part-time
employees.
Additional Information
The Company files annual, quarterly and current reports, proxy statements and other information
with the Securities and Exchange Commission.
You may read and copy any reports, statements and other information we file at the SECs Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the operations of the Public Reference Room. Our SEC
filings are also available on the SECs Internet site (http://www.sec.gov).
The Companys common stock is quoted under the symbol JUVF on the OTC Bulletin Board, an
automated quotation service, made available through, and governed by, the NASDAQ system. You may
also read reports, proxy statements and other information we file at the offices of the National
Association of Securities Dealers, Inc., 1735 K Street, N.W., Washington, DC 20006.
The Companys Internet address is
www.JVBonline.com
. At that address, we make available, free of
charge, the Companys annual report on Form 10-K, quarterly reports on Form 10-Q, current reports
on Form 8-K, proxy statements and amendments to those reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Exchange Act (see Investor Information section of website), as soon
as reasonably practicable after we electronically file such material with, or furnish it to, the
SEC.
In addition, we will provide, at no cost, paper or electronic copies of our reports and other
filings made with the SEC (except for exhibits). Requests should be directed to JoAnn N. McMinn,
Chief Financial Officer, Juniata Valley Financial Corp., PO Box 66, Mifflintown, PA 17059.
The information on the websites listed above is not and should not be considered to be part of this
annual report on Form 10-K and is not incorporated by reference in this document.
ITEM 1A. RISK FACTORS
In analyzing whether to make or to continue an investment in the Company, investors should
consider, among other factors, the following:
Changes in economic conditions and the composition of the Companys loan portfolio could lead to an
increase in the allowance for loan losses, which could decrease earnings.
The Company has
established an allowance for loan losses which management believes to be adequate to offset
probable losses on the Companys existing loans. However, there is no precise method of estimating
loan losses. There can be no assurance that any future declines in real estate market conditions,
general economic conditions or changes in regulatory policies will not require the Company to
increase its allowance for loan losses, which could reduce earnings.
Lending money is an essential part of the banking business. Borrowers ability to repay loans
significantly impacts the loan loss provision charged to earnings to fund the allowance for loan
losses. The risk of non-payment is affected by credit risks of the borrower, changes in economic
and industry conditions, the duration of the loan and, in the case of a collateralized loan,
uncertainties as to the future value of the collateral supporting the loan. Historically,
commercial loans have presented a greater risk of non-payment than consumer loans, but recent
declines in home values and rising unemployment rates affecting consumers continuing financial
stability increase the risk for higher charge-offs of residential real estate loans. The
application of various federal and state laws, including bankruptcy and insolvency laws, may limit
the amount that can be recovered on these loans.
Declines in value may adversely impact the investment portfolio.
We reported non-cash, other-than-temporary impairment charges totaling $40,000 for the year ended
December 31, 2010, $226,000 for the year ended December 31, 2009 and $554,000 for the year ended
December 31, 2008, representing reductions in fair value below original cost of investments in
common stocks of 11 financial institutions. We may be required to record future impairment charges
on our investment securities if they suffer further declines in value that are considered
other-than-temporary. Considerations used to determine other-than-temporary impairment status to
individual holdings include the length of time the stock has remained in an unrealized loss
position, and 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 news
that would affect expectations for recovery or further decline.
Recently enacted financial reform legislation may have a significant impact on the Company and
results of its operations.
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 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 Company 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 Company is likely to be impacted by the
Act in the areas of corporate governance, deposit insurance assessments, capital requirements and
restrictions on fees that may be charged to consumers.
Our deposit insurance premium could be substantially higher in the future which would have an
adverse effect on our future earnings.
The Act revised the statutory authorities governing the FDICs management of the Deposit Insurance
Fund (the DIF). Key requirements from the Act have resulted in the FDICs adoption of the
following proposed amendments: (1) redefined the assessment base used to calculate deposit
insurance assessments to average consolidated total assets minus average tangible equity; (2)
raised the DIFs minimum reserve ratio to 1.35 percent and removed the upper limit on the reserve
ratio; (3) revised adjustments to the assessment rates by eliminating one adjustment and adding
another; and (4) revised the deposit insurance assessment rate schedules due to changes to the
assessment base. Revised rate schedules and other revisions to the deposit insurance assessment
rules would become effective April 1, 2011 and would be used to calculate the June 30, 2011
assessments which are due September 30, 2011. Though deposit insurance assessments maintain a
risk-based approach, the FDICs proposed changes effective April 1, 2011, impose a more extensive
risk-based assessment system on large insured depository institutions with at least $10 billion in
total assets since they are more complex in nature and could pose greater risk. Due to the changes
to the assessment base and assessment rates, as well as the DIF restoration time frame, the impact
on the Companys future deposit insurance assessments will likely result in decreased premiums in
future years.
Changes in interest rates may have an adverse effect on the Companys profitability.
The operations of financial institutions such as the Company are dependent to a large degree on net
interest income, which is the difference between interest income from loans and investments and
interest expense on deposits and borrowings. An institutions net interest income is significantly
affected by market rates of interest that in turn are affected by prevailing economic conditions,
by the fiscal and monetary policies of the federal government and by the policies of various
regulatory agencies. The Federal Reserve Board (FRB) regulates the national money supply in order
to manage recessionary and inflationary pressures. In doing so, the FRB may use techniques such as
engaging in open market transactions of U.S. Government securities, changing the discount rate and
changing reserve requirements against bank deposits. The use of these techniques may also affect
interest rates charged on loans and paid on deposits. The interest rate environment, which includes
both the level of interest rates and the shape of the U.S. Treasury yield curve, has a significant
impact on net interest income. See the section entitled Market / Interest Rate Risk and Table 5
Maturity Distribution in Managements Discussion and Analysis of Financial Condition in the
2010 Annual Report, incorporated by reference in this Item 1A for a discussion of the effects on
net interest income over a twelve month period beginning on December 31, 2010 of simulated interest
rate changes. Like all financial institutions, the Companys balance sheet is affected by
fluctuations in interest rates. Volatility in interest rates can also result in disintermediation,
which is the flow of deposits away from financial institutions into direct investments, such as US
Government and corporate securities and other investment vehicles, including mutual funds, which,
because of the absence of federal insurance premiums and reserve requirements, generally pay higher
rates of return than bank deposit products. See Item 7: Managements Discussion of Financial
Condition and Results of Operations and Item 7A: Quantitative and Qualitative Disclosure about
Market Risk.
Recent negative developments in the financial services industry and U.S. and global credit markets
may adversely impact our results of operations and our stock price.
The Companys results of operations and financial condition are affected by conditions in the
capital markets and the economy generally. The capital and credit markets have experienced extreme
volatility and disruption in recent years. The volatility and disruption in these markets have
produced downward pressure on the market value of financial institutions and limited credit
availability to certain companies without regard to those companies underlying financial strength.
Concerns over the availability and cost of credit and the decline in the U.S. real estate market
also contributed to increased volatility in the capital and credit markets and diminished
expectations for the economy. These factors precipitated the recent economic slowdown, and may have
an adverse effect on the Company.
Economic downturns can adversely affect the Company in a number of ways, including:
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Possibly reducing the Companys customer deposits and demand for financial products,
such as loans.
The Companys success depends significantly upon the growth in population,
unemployment and income levels, deposits and housing starts in its geographic markets.
Unlike large national institutions, the Company is not able to spread the risks of
unfavorable local economic conditions across a large number of diversified economies and
geographic locations. If the communities in which the Company operates do not grow, or if
prevailing economic conditions locally or nationally are unfavorable, its business could
be adversely affected.
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Potential for additional regulation
. Negative developments in the financial industry
and the domestic and international credit markets, and the impact of legislation in
response to those developments, may negatively impact the Companys operations and
financial performance. The Company and its subsidiaries are subject to regulation and
examinations by various regulatory authorities. New Federal or state laws and regulations
regarding lending and funding practices, capital requirements, deposit insurance premiums,
other bank-focused special assessments and liquidity standards may be enacted. Bank
regulatory agencies are expected to be active in responding to concerns and trends
identified in examinations, which may result in the issuance of formal enforcement orders.
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The heightened, industry-wide attention associated with the processing of residential mortgage
foreclosures may adversely affect the Companys business.
In late 2010, the media began reporting on possible processing errors and documentation problems in
mortgage foreclosures at several of the nations largest banks and mortgage servicing businesses.
As a result of the economic downturn which began in 2008 and which persists today, larger banks and
mortgage servicing companies have been challenged with processing tens of thousands of foreclosures
nationwide. It has been reported that, in some foreclosures, the required procedural steps (which
often vary by state and in some cases by local jurisdictions within a state) required to complete a
foreclosure have not been followed. As a result, there were questions concerning the validity of
some foreclosures. The foreclosure procedures used by banks and servicing companies have also come
under scrutiny by consumer advocates, attorneys representing borrowers, the Attorneys General in
each of the 50 states and banking regulators.
As a financial institution, the Company offers a variety of residential mortgage loan products.
Nearly all of the mortgage loans originated by the Company are made in Pennsylvania. The Company
also services loans owned by investors in accordance with the investors guidelines. A small
percentage of the Companys residential mortgage borrowers default on their mortgage loans. When
this occurs, the Company attempts to resolve the default in a way that provides the greatest return
to the Company or is in accordance with investor guidelines; typically, options are pursued that
allow the borrower to remain the owner of their home. However, when these efforts are not
successful, it becomes necessary for the Company to foreclose on the loan. The number of
residential foreclosures undertaken by the Company is not substantial.
Changes in economic conditions and related uncertainties may have an adverse affect on the
Companys profitability.
Commercial banking is affected, directly and indirectly, by local, domestic, and international
economic and political conditions, and by governmental monetary and fiscal policies. Conditions
such as inflation, recession, unemployment, volatile interest rates, tight money supply, real
estate values, international conflicts and other factors beyond the Companys control may adversely
affect the potential profitability of the Company. Any future rises in interest rates, while
increasing the income yield on the Companys earnings assets, may adversely affect loan demand and
the cost of funds and, consequently, the profitability of the Company. Any future decreases in
interest rates may adversely affect the Companys profitability because such decreases may reduce
the amounts that the Company may earn on its assets. A continued recessionary climate could result
in the delinquency of outstanding loans. Management does not expect any one particular factor to
have a material effect on the Companys results of operations. However, downtrends in several
areas, including real estate, construction and consumer spending, could have a material adverse
impact on the Companys profitability.
The supervision and regulation to which the Company is subject can be a competitive disadvantage.
The operations of the Company and the Bank are heavily regulated and will be affected by present
and future legislation and by the policies established from time to time by various federal and
state regulatory authorities. In particular, the monetary policies of the Federal Reserve have had
a significant effect on the operating results of banks in the past, and are expected to continue to
do so in the future. Among the instruments of monetary policy used by the Federal Reserve to
implement its objectives are changes in the discount rate charged on bank borrowings and changes in
the reserve requirements on bank deposits. It is not possible to predict what changes, if any, will
be made to the monetary polices of the Federal Reserve or to existing federal and state legislation
or the effect that such changes may have on the future business and earnings prospects of the
Company.
The Company is subject to changes in federal and state tax laws as well as changes in banking and
credit regulations, accounting principles and governmental economic and monetary policies.
During the past several years, significant legislative attention has been focused on the regulation
and deregulation of the financial services industry. Non-bank financial institutions, such as
securities brokerage firms, insurance companies and money market funds, have been permitted to
engage in activities that compete directly with traditional bank business.
The competition the Company faces is increasing and may reduce our customer base and negatively
impact the Companys results of operations.
There is significant competition among banks in the market areas served by the Company. In
addition, as a result of deregulation of the financial industry, the Bank also competes with other
providers of financial services such as savings and loan associations, credit unions, consumer
finance companies, securities firms, insurance companies, the mutual funds industry, full service
brokerage firms and discount brokerage firms, some of which are subject to less extensive
regulations than the Company with respect to the products and services they provide. Some of the
Companys competitors have greater resources than the Company and, as a result, may have higher
lending limits and may offer other services not offered by our Company. See Item 1: Business -
Competition.
Fluctuations in the stock market could negatively affect the value of the Companys common stock.
The Companys common stock is quoted under the symbol JUVF on the OTC Bulletin Board, an
automated quotation service, made available through, and governed by, the NASDAQ system. There can
be no assurance that a regular and active market for the Common Stock will develop in the
foreseeable future. See Item 5: Market for Registrants Common Equity and Related Stockholder
Matters and Issuer Purchases of Equity Securities. Investors in the shares of common stock may,
therefore, be required to assume the risk of their investment for an indefinite period of time.
Current lack of investor confidence in large banks may keep investors away from the banking sector
as a whole, causing unjustified deterioration in the trading prices of well-capitalized community
banks such as the Company.
Anti-takeover provisions may keep shareholders from receiving a premium for their shares.
The Articles of Incorporation of the Company presently contain certain provisions which may be
deemed to be anti-takeover in nature in that such provisions may deter, discourage or make more
difficult the assumption of control of the Company by another Company or person through a tender
offer, merger, proxy contest or similar transaction or series of transactions. In addition,
provisions of Pennsylvania law could similarly make it more difficult for a third party to acquire
control of the Company. The overall effects of the anti-takeover provisions may be to discourage,
make more costly or more difficult, or prevent a future takeover offer, thereby preventing
shareholders from receiving a premium for their securities in a takeover offer. These provisions
may also increase the possibility that a future bidder for control of the Company will be required
to act through arms-length negotiation with the Companys Board of Directors. Copies of the
Articles of Incorporation of the Company are on file with the Securities and Exchange Commission
and the Pennsylvania Secretary of State.
If the Company fails to maintain an effective system of internal controls, it may not be able to
accurately report its financial results or prevent fraud. As a result, current and potential
shareholders could lose confidence in the Companys financial reporting, which could harm its
business and the trading price of its common stock.
The Company has established a process to
document and evaluate its internal controls over financial reporting in order to satisfy the
requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the related regulations, which
require annual management assessments of the effectiveness of the Companys internal controls over
financial reporting and a report by the Companys independent auditors on the effectiveness of the
Companys internal control. In this regard, management has dedicated internal resources, engaged
outside consultants and adopted a detailed work plan to (i) assess and document the adequacy of
internal controls over financial reporting, (ii) take steps to improve control processes, where
appropriate, (iii) validate through testing that controls are functioning as documented and (iv)
implement a continuous reporting and improvement process for internal control over financial
reporting. The Companys efforts to comply with Section 404 of the Sarbanes-Oxley Act of 2002 and
the related regulations regarding the Companys assessment of its internal controls over financial
reporting and the Companys independent auditors audit of internal control are likely to continue
to result in increased expenses. The Companys management and audit committee have given the
Companys compliance with Section 404 a high priority. The Company cannot be certain that these
measures will ensure that the Company implements and maintains adequate controls over its financial
processes and reporting in the future. Any failure to implement required new or improved controls,
or difficulties encountered in their implementation, could harm the Companys operating results or
cause the Company to fail to meet its reporting obligations. If the Company fails to correct any
issues in the design or operating effectiveness of internal controls over financial reporting or
fails to prevent fraud, current and potential shareholders could lose confidence in the Companys
financial reporting, which could harm its business and the trading price of its common stock.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
The physical properties of the Company are all owned or leased by the Bank.
The Bank owns and operates exclusively for banking purposes, the buildings located at:
1 South Main Street, Mifflintown, Pennsylvania
218 Bridge Street, Mifflintown, Pennsylvania (its corporate headquarters)
1762 Butcher Shop Road, Mifflintown, Pennsylvania (operations center and Trust offices)
301 Market Street, Port Royal, Pennsylvania (branch office)
30580 Rt. 35, McAlisterville, Pennsylvania (branch office)
Four North Market Street, Millerstown, Pennsylvania (branch office)
17428 Tuscarora Creek Road, Blairs Mills, Pennsylvania (branch office)
One East Market Street, Lewistown, Pennsylvania (branch office)
20 Prince Street, Reedsville, Pennsylvania (branch office)
100 West Water Street, Lewistown, Pennsylvania (branch office)
320 South Logan Boulevard, Burnham, Pennsylvania (branch office)
571 Main Street, Richfield, Pennsylvania (branch office)
The Bank leases four offices:
Branch Offices
5924 River Road, Mifflintown, Pennsylvania (lease expires December 31, 2012)
Wal-Mart Supercenter, Route 522 South, Lewistown, Pennsylvania (lease expires October 2011)
Financial Services Office
129 South Main Street, Lewistown, Pennsylvania (lease expires November 2014)
Loan Production Office
1350 South Atherton Street, State College, Pennsylvania (lease renews monthly)
ITEM 3. LEGAL PROCEEDINGS
The nature of the Companys and Banks business, at times, generates litigation involving matters
arising in the ordinary course of business. However, in the opinion of management, there are no
proceedings pending to which the Company or the Bank is a party or to which its property is
subject, which, if adversely determined, would be material in relation to their financial
condition. In addition, no material proceedings are pending or are known to be threatened or
contemplated against the Company by government authorities or others.
ITEM 4.
Removed and Reserved
PART II
ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES
OF EQUITY SECURITIES
Market Information:
Information regarding the market for the Companys stock, the market price of the stock and
dividends that the Company has paid is included in the Companys Annual Report to Shareholders for
the year ended December 31, 2010, in the section entitled Common Stock Market Prices and
Dividends, and is incorporated by reference in this Item 5.
Holders:
As of March 4, 2011, there were approximately 1,790 registered holders of the Companys outstanding
common stock.
For information concerning the Companys Equity Compensation Plans, see Item 12: Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Recent Sales of Unregistered Securities:
None
Purchases of Equity Securities:
The Company periodically repurchases shares of its common stock under the share repurchase program
approved by the Board of Directors. In September of 2008, the Board of Directors authorized the
repurchase of an additional 200,000 shares of its common stock through its Share Repurchase
Program. The Program will remain authorized until all approved shares are repurchased, unless
terminated by the Board of Directors.
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Total Number of
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Shares Purchased as
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Maximum Number of
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Total Number
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Average
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Part of Publicly
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Shares that May Yet Be
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of Shares
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Price Paid
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Announced Plans or
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Purchased Under the
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Period
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Purchased
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per Share
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Programs
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Plans or Programs
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October 1-31, 2010
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$
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139,536
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November 1-30, 2010
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17,500
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17.44
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17,500
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122,036
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December 1-31, 2010
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122,036
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Totals
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17,500
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17,500
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122,036
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Performance Graph:
The following graph shows the yearly percentage change in the Companys cumulative total
shareholder return on its common stock from December 31, 2005 to December 31, 2010 compared with
the Russell 3000 Index and a peer group index (the Juniata Valley Custom Peer Group 2010),
consisting of seven bank holding companies that operate within our immediate market area. The bank
holding companies are First Community Financial Corporation, F.N.B. Corporation, Kish Bancorp,
Inc., Mifflinburg Bank & Trust Company, Mid Penn Bancorp, Inc., Northumberland Bancorp and Orrstown
Financial Services, Inc.
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Period Ending
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Index
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12/31/05
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12/31/06
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12/31/07
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12/31/08
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12/31/09
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12/31/10
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Juniata Valley Financial Corp.
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100.00
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90.33
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92.13
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88.51
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85.32
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86.88
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Russell 3000
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100.00
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115.71
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121.66
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76.27
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97.89
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114.46
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Juniata Valley Custom Peer Group 2010*
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100.00
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109.06
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95.72
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89.16
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60.16
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79.18
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*
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Juniata Valley Custom Peer Group 2010 consists of First Community Financial Corporation (FMFP), F.N.B. Corporation (FNB), Kish
Bancorp, Inc.(KISB), Mifflinburg Bank & Trust Company (MIFF), Mid Penn Bancorp, Inc. (MPB), Northumberland Bancorp (NUBC),
and Orrstown Financial Services, Inc (ORRF)
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ITEM 6. SELECTED FINANCIAL DATA
The section entitled Five Year Financial Summary Selected Financial Data in the Companys
Annual Report to Shareholders for the year ended December 31, 2010 is incorporated by reference in
this Item 6.
ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The section entitled Managements Discussion and Analysis of Financial Condition and Results of
Operations in the Companys Annual Report to Shareholders for the year ended December 31, 2010 is
incorporated by reference in this Item 7.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The section entitled Managements Discussion and Analysis Financial Condition Market /
Interest Rate Risk in the Companys Annual Report to Shareholders for the year ended December 31,
2010 is incorporated by reference in this Item 7A.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Companys Consolidated Financial Statements and the Notes to Consolidated Financial Statements
thereto included in the Companys Annual Report to Shareholders for the year ended December 31,
2010 is incorporated by reference in this Item 8.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
On October 1, 2009, the Company was notified that the audit practice of Beard Miller Company LLP
(Beard), an independent registered public accounting firm, was combined with ParenteBeard LLC
(ParenteBeard) in a transaction pursuant to which Beard combined its operations with
ParenteBeard, and certain of the professional staff and partners of Beard joined ParenteBeard
either as employees or partners of ParenteBeard. On October 1, 2009, Beard resigned as the auditors
of the Company and, with the approval of the Audit Committee of the Companys Board of Directors,
ParenteBeard was engaged as its independent registered public accounting firm.
Prior to engaging ParenteBeard, the Company did not consult with ParenteBeard regarding the
application of accounting principles to a specific completed or contemplated transaction or
regarding the type of audit opinions that might be rendered by ParenteBeard on the Companys
financial statements, and ParenteBeard did not provide any written or oral advice that was an
important factor considered by the Company in reaching a decision as to any such accounting,
auditing or financial reporting issue.
The report of independent registered public accounting firm of Beard regarding the Companys
financial statements for the fiscal years ended December 31, 2008 and 2007 did not contain any
adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles.
During the years ended December 31, 2008 and 2007, and during the interim period from the end of
the most recently completed fiscal year through October 1, 2009, the date of resignation, there
were no disagreements with Beard on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the
satisfaction of Beard would have caused it to make reference to such disagreement in its reports.
The Board of Directors has selected ParenteBeard as independent registered public accountants for
the examination of its financial statements for the fiscal year ending December 31, 2010. As
explained above, Beard and ParenteBeard served as the Companys independent certified public
accountants for the year ended December 31, 2009.
ITEM 9A. CONTROLS AND PROCEDURES
Attached as exhibits to this Form 10-K are certifications of the Companys Chief Executive Officer
(CEO) and Chief Financial Officer (CFO), which are required in accordance with Rule 13a-14 of the
Securities Exchange Act of 1934, as amended (the Exchange Act). This Controls and Procedures
section includes information concerning the controls and controls evaluation referred to in the
certifications.
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
The Companys management, with the participation of its CEO and CFO, conducted an evaluation, as of
December 31, 2010, of the effectiveness of the Companys disclosure controls and procedures (as
defined in Exchange Act Rule 13a-15(e)). Based on this evaluation, the Companys CEO and CFO
concluded that, as of the end of the period covered by this annual report, the Companys disclosure
controls and procedures were effective in reaching a reasonable level of assurance that management
is timely alerted to material events relating to the Company during the period when the Companys
periodic reports are being prepared.
Report on Managements Assessment of Internal Control over Financial Reporting
The management of the Company is responsible for establishing and maintaining effective disclosure
controls and procedures, as defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange
Act of 1934. As of December 31, 2010, an evaluation was performed under the supervision and with
the participation of Management, including the Chief Executive Officer and Chief Financial Officer,
of the effectiveness of the design and operation of the Companys disclosure controls and
procedures. Based on that evaluation, management concluded that disclosure controls and procedures
as of December 31, 2010 were effective in ensuring material information required to be disclosed in
this Annual Report on Form 10-K was recorded, processed, summarized and reported on a timely basis.
Additionally, there were no changes in the Companys internal control over financial reporting.
Managements responsibilities related to establishing and maintaining effective disclosure controls
and procedures include maintaining effective internal control over financial reporting that are
designed to produce reliable financial statements in accordance with accounting principles
generally accepted in the United States of America. As disclosed in the Report on Managements
Assessment of Internal Control Over Financial Reporting, Management assessed the Companys system
of internal control over financial reporting as of December 31, 2010, in relation to criteria for
effective internal control over financial reporting as described in
Internal Control Integrated
Framework
, issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Based on this assessment, Management believes that, as of December 31, 2010, its system of internal
control over financial reporting met those criteria and is effective.
The independent registered public accounting firm that audited the consolidated financial
statements included in the annual report has issued an attestation report on the registrants
internal control over financial reporting.
|
|
|
/s/ Marcie A. Barber
Marcie A. Barber, President and Chief Executive Officer
|
|
|
|
|
|
/s/ JoAnn N. McMinn
JoAnn N. McMinn, Chief Financial Officer
|
|
|
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the
quarter ended December 31, 2010 that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.
Report of Independent Registered Public Accounting Firm on Effectiveness of Internal Control over
Financial Reporting
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
Juniata Valley Financial Corp.
Mifflintown, Pennsylvania
We have audited Juniata Valley Financial Corp. and its wholly-owned subsidiarys The Juniata
Valley Bank, (the Company) internal control over financial reporting as of December 31, 2010,
based on criteria established in
Internal Control-Integrated Framework
issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). The Companys management is
responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting included in the
accompanying Report on Managements Assessment of Internal Control over Financial Reporting. Our
responsibility is to express an opinion on the Companys internal control over financial reporting
based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit of internal control over financial reporting
included obtaining an understanding of internal control over financial reporting, assessing the
risk that a material weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. Our audit also included performing
such other procedures as we considered necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinion.
A companys internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting
principles. A companys internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the companys assets that could have
a material effect on the consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent
or detect misstatements. Also, projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company, maintained, in all material respects, effective internal control
over financial reporting as of December 31, 2010, based on criteria established in
Internal
Control-Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO).
We have also audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the consolidated statements of financial condition of Juniata
Valley Financial Corp. and its wholly-owned subsidiary, The Juniata Valley Bank as of December 31,
2010 and 2009 and the related consolidated statements of income, stockholders equity and cash
flows for each of the years in the three-year period ended December 31, 2010, and our report dated
March 15, 2011 expressed an unqualified opinion.
ParenteBeard LLC
Lancaster, Pennsylvania
March 15, 2011
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Incorporated by reference herein is information appearing in the Proxy Statement for the Annual
Meeting of Shareholders to be held on May 17, 2011 (the Proxy Statement) under the captions
Directors of the Company, Executive Officers of the Company, Meetings and Committees of the
Board of Directors and Section 16(a) Beneficial Ownership Reporting Compliance. The Company has
adopted a Code of Ethics that is applicable to the Companys Chief Executive Officer, Chief
Financial Officer and Principal Accounting Officer and other designated senior officers, which can
be found in the Investor Information Governance Documents section of the Companys website at
www.JVBonline.com
. The Company will file its Proxy Statement on or before April 29, 2011.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated by reference herein is the information contained in the Proxy Statement under the
captions Compensation Discussion and Analysis, Directors Compensation and Compensation
Committee Interlocks and Insider Participation.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Incorporated by reference herein is the information contained in the Proxy Statement under the
caption Stock Ownership by Management and Beneficial Owners. Additionally, the following table
contains information regarding equity compensation plans approved by shareholders, which include a
stock option plan for the Companys employees and an employee stock purchase plan. The Company has
no equity compensation plans that were not approved by shareholders.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of securities
|
|
|
|
Number of
|
|
|
|
|
|
|
remaining available
|
|
|
|
securities to be
|
|
|
|
|
|
|
for future issuance
|
|
|
|
issued upon exercise
|
|
|
Weighted average
|
|
|
under equity
|
|
|
|
of outstanding
|
|
|
exercise price of
|
|
|
compensation plans
|
|
|
|
options, warrants
|
|
|
outstanding options,
|
|
|
(excluding securities
|
|
|
|
and rights
|
|
|
warrants and rights
|
|
|
reflected in column a)
|
|
Plan Category
|
|
a
|
|
|
b
|
|
|
c
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity compensation
plans approved by
security holders
|
|
|
92,953
|
|
|
$
|
18.83
|
|
|
|
195,522
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity compensation
plans not approved
by security holders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
92,953
|
|
|
$
|
18.83
|
|
|
|
195,522
|
|
|
|
|
|
|
|
|
|
|
|
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Incorporated by reference herein is the information contained in the Proxy Statement under the
caption Related Party Transactions and Corporate Governance and Board Matters.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Incorporated by reference herein is information contained in the Proxy Statement under the caption
Independent Registered Public Accounting Firm.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1) The following consolidated financial statements of the Company are filed as part of this Form 10-K:
|
(i)
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
(ii)
|
|
Consolidated Statements of Financial Condition as of December
31, 2010 and December 31, 2009
|
|
|
(iii)
|
|
Consolidated Statements of Income for the fiscal years ended
December 31, 2010, December 31, 2009 and December 31, 2008
|
|
|
(iv)
|
|
Consolidated Statements of Stockholders Equity for the fiscal
years ended December 31, 2010, December 31, 2009 and December
31, 2008
|
|
|
(v)
|
|
Consolidated Statements of Cash Flows for the fiscal years ended
December 31, 2010, December 31, 2009 and December 31, 2008
|
|
|
(vi)
|
|
Notes to Consolidated Financial Statements
|
(a)(2)
Financial Statements Schedules
. All financial statement schedules for which
provision is made in the applicable accounting regulations of the Securities and Exchange
Commission are not required under the related instructions or are inapplicable and have therefore
been omitted.
(a)(3)
Exhibits
.
|
|
|
|
|
|
3.1
|
|
|
Amended and Restated Articles of Incorporation (incorporated by
reference to Exhibit 4.1 to the Companys Form S-3 Registration
Statement No. 333-129023 filed with the SEC on October 14, 2005)
|
|
|
|
|
|
|
3.2
|
|
|
Bylaws (incorporated by reference to Exhibit 3.2 to the Companys
Current Report on Form 8-K filed with the SEC on December 21, 2007)
|
|
|
|
|
|
|
10.1
|
|
|
1982 Directors Deferred Compensation Agreement for A. Jerome Cook
(incorporated by reference to Exhibit 10.1 to the Companys Annual
Report on Form 10-K filed with the SEC on March 13, 2009)*
|
|
|
|
|
|
|
10.2
|
|
|
1986 Directors Deferred Compensation Agreement for A. Jerome Cook
(incorporated by reference to Exhibit 10.1 to the Companys Annual
Report on Form 10-K filed with the SEC on March 13, 2009) *
|
|
|
|
|
|
|
10.3
|
|
|
1988 Retirement Program for Directors (incorporated by reference to
Exhibit 10.1 to the Companys Annual Report on Form 10-K filed with
the SEC on March 13, 2009) *
|
|
|
|
|
|
|
10.4
|
|
|
1991 Directors Deferred Compensation Agreement for A. Jerome Cook
(incorporated by reference to Exhibit 10.1 to the Companys Annual
Report on Form 10-K filed with the SEC on March 13, 2009) *
|
|
|
|
|
|
|
10.5
|
|
|
1993 Directors Deferred Compensation Agreement for Dale G. Nace
(incorporated by reference to Exhibit 10.1 to the Companys Annual
Report on Form 10-K filed with the SEC on March 13, 2009) *
|
|
|
|
|
|
|
10.6
|
|
|
1999 Directors Deferred Compensation Agreement (incorporated by
reference to Exhibit 10.1 to the Companys Annual Report on Form
10-K filed with the SEC on March 13, 2009) *
|
|
|
|
|
|
|
10.7
|
|
|
Amendments to the 1999 Directors Deferred Compensation Agreement *
|
|
|
|
|
|
|
10.8
|
|
|
Director Supplemental Life Insurance/ Split Dollar Plan
(incorporated by reference to Exhibit 10.1 to the Companys Annual
Report on Form 10-K filed with the SEC on March 13, 2009) *
|
|
|
|
|
|
|
10.9
|
|
|
2004 Executive Annual Incentive Plan (incorporated by reference to
Exhibit 10.15 to the Companys report on Form 10-K filed with the
SEC on March 16, 2005)*
|
|
|
|
|
|
|
10.10
|
|
|
Exhibits A-B to 2004 Executive Annual Incentive Plan (incorporated
by reference to Exhibit 10.1 to the Corporations report on Form 8-K
filed with the SEC on March 9, 2011)*
|
|
|
|
|
|
|
10.11
|
|
|
Change of Control Severance Agreement with JoAnn N. McMinn
(incorporated by reference to Exhibit 10 to the Companys Quarterly
Report on Form 10-Q filed with the SEC on November 8, 2005).*
|
|
|
|
|
|
|
10.12
|
|
|
Salary Continuation Agreement with Francis J. Evanitsky
(incorporated by reference to Exhibit 10.18 to the Companys Annual
Report on Form 10-K filed with the SEC on March 16, 2006)*
|
|
|
|
|
|
|
10.13
|
|
|
Salary Continuation Agreement with JoAnn N. McMinn (incorporated by
reference to Exhibit 10.17 to the Companys Annual Report on Form
10-K filed with the SEC on March 14, 2008)*
|
|
|
|
|
|
|
10.14
|
|
|
Salary Continuation Agreement with Marcie A. Barber (incorporated by
reference to Exhibit 10.17 to the Companys Annual Report on Form
10-K filed with the SEC on March 14, 2008)*
|
|
|
|
|
|
|
10.15
|
|
|
Change of Control Severance Agreement with Marcie A. Barber
(incorporated by reference to Exhibit 10.19 to the Companys Current
Report on Form 8-K filed with the SEC on May 27, 2008).*
|
|
|
|
|
|
|
10.16
|
|
|
Juniata Valley Financial Corp. 2011 Stock Option Plan (incorporated
by reference to Exhibit 10.1 to the Companys Current Report on Form
8-K filed with the SEC on March 15, 2011)*
|
|
|
|
|
|
|
10.17
|
|
|
Technology Outsourcing Agreement (incorporated by reference to
Exhibit 10.1 to the Companys Current Report on Form 8-K filed with
the SEC on January 22, 2010).
|
|
|
|
|
|
|
13.1
|
|
|
Excerpts from 2010 Annual Report to Shareholders
|
|
|
|
|
|
|
16.1
|
|
|
Letter from Beard Miller Company LLP to SEC (incorporated by
reference to Exhibit 16.1 to the Companys Current Report on Form
8-K filed with the SEC on October 2, 2009).
|
|
|
|
|
|
|
21.1
|
|
|
Subsidiaries of Juniata Valley Financial Corp.
|
|
|
|
|
|
|
23.1
|
|
|
Consent of ParenteBeard LLC
|
|
|
|
|
|
|
31.1
|
|
|
Rule 13a-4(d) Certification of Marcie A. Barber
|
|
|
|
|
|
|
31.2
|
|
|
Rule 13a-4(d) Certification of JoAnn N. McMinn
|
|
|
|
|
|
|
32.1
|
|
|
Section 1350 Certification of Marcie A. Barber
|
|
|
|
|
|
|
32.2
|
|
|
Section 1350 Certification of JoAnn N. McMinn
|
|
|
|
*
|
|
Denotes a compensatory plan.
|
(b)
Exhibits
. The exhibits required to be filed as part of this report are submitted as a
separate section of this report.
(c)
Financial Statements Schedules
. None Required.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and 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: March 15, 2011
|
|
|
|
|
/s/ Marcie A. Barber
|
|
|
By:
|
|
Marcie A. Barber
|
|
|
|
|
Director, President and Chief Executive Officer
|
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities and on the dates
indicated.
|
|
|
/s/ Philip E. Gingerich, Jr.
|
|
|
Philip E. Gingerich, Jr.
|
|
March 15, 2011
|
Chairman
|
|
|
|
|
|
/s/ Timothy I. Havice
|
|
|
Timothy I. Havice
|
|
March 15, 2011
|
Vice Chairman
|
|
|
|
|
|
/s/ Charles L. Hershberger
|
|
|
Charles L. Hershberger
|
|
March 15, 2011
|
Secretary
|
|
|
|
|
|
/s/ Marcie A. Barber
|
|
|
Marcie A. Barber
|
|
March 15, 2011
|
Director and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
/s/ A. Jerome Cook
|
|
|
A. Jerome Cook
|
|
March 15, 2011
|
Director
|
|
|
|
|
|
/s/ Martin L. Dreibelbis
|
|
|
Martin L. Dreibelbis
|
|
March 15, 2011
|
|
|
|
/s/ Jan G. Snedeker
|
|
|
Jan G. Snedeker
|
|
March 15, 2011
|
Director
|
|
|
|
|
|
/s/ Francis J. Evanitsky
|
|
|
Francis J. Evanitsky
|
|
March 15, 2011
|
Director
|
|
|
|
|
|
/s/ Dale G. Nace
|
|
|
Dale G. Nace
|
|
March 15, 2011
|
Director
|
|
|
|
|
|
/s/ Robert K. Metz, Jr.
|
|
|
Robert K. Metz, Jr.
|
|
March 15, 2011
|
Director
|
|
|
|
|
|
/s/ Richard M. Scanlon
|
|
|
Richard M. Scanlon, DMD
|
|
March 15, 2011
|
Director
|
|
|
|
|
|
/s/ JoAnn N. McMinn
|
|
|
JoAnn N. McMinn
|
|
March 15, 2011
|
Chief Financial Officer
|
|
|
(Principal Accounting and
Financial Officer)
|
|
|
Exhibit 13.1
Five-Year Financial Summary Selected Financial Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
(In thousands of dollars, except share and per share data)
|
|
BALANCE SHEET INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
at December 31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
$
|
435,753
|
|
|
$
|
442,109
|
|
|
$
|
428,084
|
|
|
$
|
420,146
|
|
|
$
|
415,931
|
|
Deposits
|
|
|
376,790
|
|
|
|
377,397
|
|
|
|
357,031
|
|
|
|
359,457
|
|
|
|
355,169
|
|
Loans, net of allowance for loan losses
|
|
|
295,278
|
|
|
|
308,911
|
|
|
|
312,522
|
|
|
|
295,678
|
|
|
|
303,246
|
|
Investments
|
|
|
83,356
|
|
|
|
80,973
|
|
|
|
71,843
|
|
|
|
73,676
|
|
|
|
65,619
|
|
Intangible assets
|
|
|
254
|
|
|
|
299
|
|
|
|
344
|
|
|
|
389
|
|
|
|
434
|
|
Goodwill
|
|
|
2,046
|
|
|
|
2,046
|
|
|
|
2,046
|
|
|
|
2,046
|
|
|
|
2,046
|
|
Short-term borrowings
|
|
|
3,314
|
|
|
|
3,207
|
|
|
|
10,579
|
|
|
|
5,431
|
|
|
|
6,112
|
|
Long-term debt
|
|
|
|
|
|
|
5,000
|
|
|
|
5,000
|
|
|
|
|
|
|
|
|
|
Stockholders equity
|
|
|
49,976
|
|
|
|
50,603
|
|
|
|
48,485
|
|
|
|
48,572
|
|
|
|
47,786
|
|
Number of shares outstanding
|
|
|
4,257,765
|
|
|
|
4,337,587
|
|
|
|
4,341,055
|
|
|
|
4,409,445
|
|
|
|
4,457,934
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
439,130
|
|
|
|
435,285
|
|
|
|
428,744
|
|
|
|
424,847
|
|
|
|
414,048
|
|
Stockholders equity
|
|
|
50,654
|
|
|
|
49,514
|
|
|
|
48,674
|
|
|
|
47,635
|
|
|
|
47,503
|
|
Weighted average shares outstanding
|
|
|
4,297,443
|
|
|
|
4,341,097
|
|
|
|
4,376,077
|
|
|
|
4,434,859
|
|
|
|
4,480,245
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME STATEMENT INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest income
|
|
$
|
21,574
|
|
|
$
|
23,268
|
|
|
$
|
25,230
|
|
|
$
|
26,723
|
|
|
$
|
24,663
|
|
Total interest expense
|
|
|
5,502
|
|
|
|
7,279
|
|
|
|
9,057
|
|
|
|
11,060
|
|
|
|
10,111
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
|
16,072
|
|
|
|
15,989
|
|
|
|
16,173
|
|
|
|
15,663
|
|
|
|
14,552
|
|
Provision for loan losses
|
|
|
741
|
|
|
|
627
|
|
|
|
421
|
|
|
|
120
|
|
|
|
54
|
|
Other income
|
|
|
3,934
|
|
|
|
4,171
|
|
|
|
4,037
|
|
|
|
4,199
|
|
|
|
3,830
|
|
Other expenses
|
|
|
12,720
|
|
|
|
12,619
|
|
|
|
12,008
|
|
|
|
12,209
|
|
|
|
11,245
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
6,545
|
|
|
|
6,914
|
|
|
|
7,781
|
|
|
|
7,533
|
|
|
|
7,083
|
|
Federal income tax expense
|
|
|
1,630
|
|
|
|
1,808
|
|
|
|
2,057
|
|
|
|
2,099
|
|
|
|
2,081
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
4,915
|
|
|
$
|
5,106
|
|
|
$
|
5,724
|
|
|
$
|
5,434
|
|
|
$
|
5,002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PER SHARE DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share basic
|
|
$
|
1.14
|
|
|
$
|
1.18
|
|
|
$
|
1.31
|
|
|
$
|
1.23
|
|
|
$
|
1.12
|
|
Earnings per share diluted
|
|
|
1.14
|
|
|
|
1.18
|
|
|
|
1.31
|
|
|
|
1.22
|
|
|
|
1.11
|
|
Cash dividends
|
|
|
0.82
|
|
|
|
0.78
|
|
|
|
0.74
|
|
|
|
0.95
|
|
|
|
0.66
|
|
Book value
|
|
|
11.74
|
|
|
|
11.67
|
|
|
|
11.17
|
|
|
|
11.02
|
|
|
|
10.72
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FINANCIAL RATIOS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return on average assets
|
|
|
1.12
|
%
|
|
|
1.17
|
%
|
|
|
1.34
|
%
|
|
|
1.28
|
%
|
|
|
1.21
|
%
|
Return on average equity
|
|
|
9.70
|
|
|
|
10.31
|
|
|
|
11.76
|
|
|
|
11.41
|
|
|
|
10.53
|
|
Dividend payout
|
|
|
71.72
|
|
|
|
66.31
|
|
|
|
56.62
|
|
|
|
77.48
|
|
|
|
59.12
|
|
Average equity to average assets
|
|
|
11.54
|
|
|
|
11.38
|
|
|
|
11.35
|
|
|
|
11.21
|
|
|
|
11.47
|
|
Loans to deposits (year end)
|
|
|
78.37
|
|
|
|
81.85
|
|
|
|
87.53
|
|
|
|
82.26
|
|
|
|
85.38
|
|
MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
This discussion concerns Juniata Valley Financial Corp. (Company or Juniata) and its wholly
owned subsidiary, The Juniata Valley Bank (Bank). The overview is intended to provide a context
for the following Managements Discussion and Analysis of Financial Condition and Results of
Operations. Managements Discussion and Analysis of Financial Condition and Results of Operations
should be read in conjunction with our consolidated financial statements, including the notes
thereto, included in this annual report. We have attempted to identify the most important matters
on which our management focuses in evaluating our financial condition and operating performance and
the short-term and long-term opportunities, challenges and risks (including material trends and
uncertainties) which we face. We also discuss the actions we are taking to address these
opportunities, challenges and risks. The Overview is not intended as a summary of, or a substitute
for review of, Managements Discussion and Analysis of Financial Condition and Results of
Operations.
FORWARD LOOKING STATEMENTS
The information contained in this Annual Report contains forward looking statements (as such term
is defined in the Securities Exchange Act of 1934 and the regulations thereunder) including,
without limitation, statements as to future loan and deposit volumes, the allowance and provision
for possible loan losses, future interest rates and their effect on the Companys financial
condition or results of operations, the classification of the Companys investment portfolio and
other statements which are not historical facts or as to trends or managements intentions, plans,
beliefs, expectations or opinions. Such forward looking statements are subject to risks and
uncertainties and may be affected by various factors which may cause actual results to differ
materially from those in the forward looking statements including, without limitation, the effect
of economic conditions and related uncertainties, the effect of interest rates on the Company,
federal and state government regulation and competition. Certain of these risks, uncertainties and
other factors are discussed in this Annual Report or in the Companys Annual Report on Form 10-K
for the year ended December 31, 2010, a copy of which may be obtained from the Company upon request
and without charge (except for the exhibits thereto).
Nature of Operations
Juniata is a bank holding company that delivers financial services within its market, primarily
central Pennsylvania. The Company owns one bank, the Bank, which provides retail and commercial
banking services through 12 offices in Juniata, Mifflin, Perry, Huntingdon and Centre counties.
Additionally, Juniata owns 39.16% of The First National Bank of Liverpool, carried as an
unconsolidated subsidiary and accounted for under the equity method of accounting.
The Bank provides a full range of consumer and commercial services. Consumer services include
Internet and telephone banking, an automated teller machine network, personal checking accounts,
interest checking accounts, savings accounts, insured money market accounts, debit cards, fixed and
variable rate certificates of deposit, club accounts, secured and unsecured installment loans,
construction and mortgage loans, safe deposit facilities, credit lines with overdraft checking
protection, individual retirement accounts, health savings accounts, on-line bill payment and other
on-line services. Commercial banking services include small and high-volume business checking
accounts, on-line account management services, ACH origination, payroll direct deposit, commercial
lines and letters of credit, commercial term and demand loans and repurchase agreements. The Bank
also provides a variety of trust, asset management and estate services. The Bank offers annuities,
mutual funds, stock and bond brokerage services and long-term care insurance products through an
arrangement with a broker-dealer and insurance brokers. Management believes the Company has a
relatively stable deposit base with no major seasonal depositor or group of depositors. Most of the
Companys commercial customers are small and mid-sized businesses in central Pennsylvania.
Economic and Industry-Wide Factors Relevant to Juniata
As a financial services organization, Juniatas core business is most influenced by the movement of
interest rates. Lending and investing is done daily, using funding from deposits and borrowings,
resulting in net interest income, the most significant portion of operating results. Through the
use of asset/liability management tools, the Company continually evaluates the effects that
possible changes in interest rates could have on operating results and balance sheet growth. Using
this information, along with analysis of competitive factors, management designs and prices its
products and services.
General economic conditions are relevant to Juniatas business. In addition, economic factors
impact customers need for financing, thus affecting loan growth. Additionally, changes in the
economy can directly impact the credit strength of existing and potential borrowers.
Focus of Management
The management of Juniata believes that it is important to know who and what we are in order to be
successful. We must be aligned in our efforts to achieve goals. Weve identified the four
characteristics that define the Company and the personnel that support it. We are
Committed,
Capable, Caring
and
Connected
. Management seeks to be the preeminent financial institution in its
market area and measures its success by five key elements.
Shareholder Satisfaction
Above all else, management is
committed
to maximizing the value of our shareholders investment,
through both stock value appreciation and dividend returns. Remaining
connected
to our communities
will allow us to identify the financial needs of our market and to deliver those products and
services
capably
. In doing so, we will profitably grow the balance sheet and enhance core earnings,
while maintaining capital and liquidity levels well exceeding all regulatory guidelines.
Customer Relationships
We are
committed
to maximizing customer satisfaction. We are sensitive to the expanding array of
financial services and financial service providers available to our customers, both locally and
globally. We are
committed
to fostering a complete customer relationship by helping clients
identify their current and future financial needs and offering practical and affordable solutions
to both. As our customers lifestyles change, the channels through which we deliver our services
must change as well. One element of the Companys strategic plan is to provide
connection
through
every means available, wherever we are needed: stand-alone branch, in-store boutique, ATM or via
on-line and mobile banking anywhere internet or cell phone signals can be received.
Balance Sheet Growth
We are
capable
of profitable balance sheet growth. The industry has fallen prey to the mistaken
belief that rapid growth is a substitute for careful fiscal and strategic management. It is our
goal to continue quality growth despite intense competition by paying
careful
attention to the
needs of our customers. We will continue to maintain the high credit standards that may have
resulted in negative growth in 2010, knowing that lending under the right circumstances is the
proper way to maintain soundness and profitability. We believe we consistently pay fair market
rates on all deposits, and have invested wisely and conservatively in compliance with self-imposed
standards, minimizing risk of asset impairment. We aspire to increase our market share within the
current communities that we serve, and to expand in contiguous areas through acquisition and
investment. As part of our strategic plan for growth, we continue to actively seek opportunities
for acquisitions of branches or stakes in other financial institutions, similar to those that have
occurred in recent years.
Operating Results
We are
capable
of producing profitability ratios that exceed those of many of our peers.
Recognizing that net interest margins have narrowed for banks in general and that they may not
return to the ranges experienced in the past, we also focus on the importance of providing
fee-generating services in which customers find value. Offering a broad array of services prevents
us from becoming too reliant on one form of revenue. It has also been our philosophy to spend
conservatively and to implement operating efficiencies where possible to keep noninterest expense
from escalating in areas that can be controlled. In 2010, we made a comprehensive upgrade to
virtually
every aspect of our data processing core system. The success of this major undertaking required the
commitment
of every employee in the organization. The changes placed more data in the hands of our
front line and back room support personnel to more effectively service our customers, streamlined
many formerly burdensome activities and added new technology that reduces paper production and
physical storage space and makes us more
capable
. On-line banking was further enhanced by making
on-line statements an option for our customers. We were able to achieve our goal of adding
efficiencies and services without adding costs. We have again achieved impressive performance
ratios exceeding most of our peers in many, maintaining our status as a high-performing financial
institution.
Connection to the Community
We are active corporate citizens of the communities we serve. Although the world of banking has
transitioned to global availability through electronics, we believe that our community banking
philosophy is still valid. Despite technological advances, banking is still a personal business,
particularly in the rural areas we serve. We believe that our customers shop for services and value
a relationship with an institution involved in the same community, with the same interests in its
prosperity. We have a foundation and a history in each of the communities we serve. Management
takes an active role in local business and industry development organizations to help attract and
retain commerce in our market area. We provide businesses, large and small, with financial tools
and financing needed to grow and prosper. We have always been
committed
to responsible lending
practices. We invest locally by including local municipal bonds in our investment portfolio and
participating in funding for such projects as low income and elderly housing. We support charitable
programs that benefit the local communities, not only with monetary contributions, but also through
the personal involvement of our
caring
employees.
Juniatas Opportunities
Soundness and stability
Our balance sheet is strong. We enjoy strong capital and liquidity ratios. We did not seek a
capital infusion from the U.S. Treasury through its Troubled Assets Relief Program (TARP) and
consider ourselves to have an advantage over banks that applied for and accepted those funds.
Because we did not need the aid offered by our government, we do not have the cost and burden of
compliance with the guidelines associated with acceptance of this form of capital, as is the case
with some of our counterparts. Because the U.S. Treasury is not one of our stockholders, the
possibility of political intervention in the management of our business is less likely. Our
business model includes a plan for growth without sacrificing profitability or integrity. We
believe an opportunity exists for banks such as ours to offer the trusted, personal service of a
locally managed institution that has roots in the community reaching back more than 140 years.
Expansion of customer base
Through market analysis, we believe that there are opportunities to expand our sales efforts in
order to increase deposit market share in rural central Pennsylvania. Our strategic focus is based
on leveraging our collective knowledge of the Companys primary and contiguous markets to identify
lending or fee-based opportunities consistent with our risk parameters and profitability targets.
We continue to develop our sales team through mentoring and by making employee education paramount.
We will capitalize on back-room efficiencies created through the implementation of new processes.
We understand the changes taking place in a world where convenience and mobility are priorities in
deciding with whom one will do business. We have positioned ourselves to increase market share by
offering full featured mobile banking that will be appealing to an increasing number of customers
now and in the future.
Delivery system enhancements
We seek to continually enhance our customer delivery system, both through technology and physical
facilities. We actively seek opportunities to expand our branch network through acquisitions. To
cater to our customers needs and to increase operational efficiency we upgraded our core
processing system in 2010. This technology upgrade involved significant changes in how we deliver
support to our front line and our back-room operation. Our objective was to enhance both the
customers and our employees experience through process simplification and operating
efficiencies. We believe that it is imperative that our customers have convenient and easy access
to personal financial services that match their particular lifestyle, whether it is through
electronic or personal delivery. It is with this in mind that we have announced our entrance into
the mobile banking arena beginning in the first quarter of 2011.
Juniatas Challenges
Economic recession
We are experiencing a serious sustained recession, the duration of which remains unknown.
Unemployment has risen, home values have declined, earnings rates on investments are historically
low and government actions to intervene in the markets continue to result in large increases in the
national debt. All these factors are affecting the behavior of consumers and businesses and the way
in which money is spent, saved, borrowed and invested.
Competition
Each year, competition becomes more fierce and global in nature. To meet this challenge, we attempt
to stay in close contact with our customers, monitoring their satisfaction with our services
through surveys, personal visits and networking in the communities we serve. We strive to meet or
exceed our customers expectations and deliver consistent high-quality service. We believe that our
customers have become acutely aware of the value of local service, and we strive to maintain their
confidence.
Rate environment
We intend to continue making what we believe to be rational pricing decisions for loans, deposits
and non-deposit products. This strategy can be difficult to maintain, as many of our peers appear
to continue pricing for growth, rather than long-term profitability and stability. We believe that
a strategy of growth for the sake of growth results in lower profitability, and such actions by
large groups of banks have had an adverse impact on the entire financial services industry. We
intend to maintain our core pricing principles, which we believe protect and preserve our future as
a sound community financial services provider, proven by results.
Regulated Company
The Company is subject to banking regulation, as well as regulation by the Securities and Exchange
Commission (SEC) and, as such, must comply with many laws, including the USA Patriot Act, the
Sarbanes-Oxley Act of 2002 and the new Dodd-Frank Wall Street Reform and Consumer Protection Act
(the Dodd-Frank Act). Management has established a Disclosure Committee for Financial Reporting,
an internal group at Juniata that seeks to ensure that current and potential investors in the
Company receive full and complete information concerning our financial condition. Juniata has
incurred direct and indirect costs associated with compliance with the SECs filing and reporting
requirements imposed on public companies by Sarbanes-Oxley, as well as adherence to new and
existing banking regulations and stronger corporate governance requirements. Regulatory burdens
continue to increase as evidenced by the provisions in the Dodd-Frank Act that impact the Company
in the areas of corporate governance, capital requirements and restrictions on fees that may be
charged to consumers.
APPLICATION OF CRITICAL ACCOUNTING POLICIES
The Companys consolidated financial statements are prepared based upon the application of U.S.
generally accepted accounting principles (GAAP), the most significant of which are described in
Note 1 to our consolidated financial statements Summary of Significant Accounting Policies.
Certain of these policies require numerous estimates and economic assumptions, based upon
information available as of the date of the consolidated financial statements. As such, over time,
they may prove inaccurate or vary and may significantly affect the Companys reported results and
financial position in future periods. The accounting policy for establishing the allowance for loan
losses relies to a greater extent on the use of estimates than other areas and, as such, has a
greater possibility of producing results that could be different than originally reported. Changes
in underlying factors, assumptions or estimates in the allowance for loan losses could have a
material impact on the Companys future financial condition and results of operations.
The section of this Annual Report to Shareholders entitled Allowance for Loan Losses provides
managements analysis of the Companys allowance for loan losses and related provision expense. The
allowance for loan losses is maintained at a level believed adequate by management to absorb
probable losses in the loan portfolio. Managements determination of the adequacy of the allowance
for loan losses is based upon an evaluation of
individual credits in the loan portfolio, historical loan loss experience, current economic
conditions and other relevant factors. This determination is inherently subjective, as it requires
material estimates, including the amounts and timing of future cash flows expected to be received
on impaired loans that may be susceptible to significant change.
Considerations used by management to determine other-than-temporary impairment status of individual
holdings within the investment portfolio are based partially upon estimations of fair value and
potential for recovery. As market conditions and perception can unpredictably affect the value of
individual investments in the future, these determinations could have a material impact on the
Companys future financial condition and results in operations.
RESULTS OF OPERATIONS
2010
Financial Performance Overview
Net income for Juniata in 2010 was $4,915,000, representing a 3.7% decrease as compared to net
income for 2009. Earnings per share on a fully diluted basis decreased from $1.18 in 2009 to $1.14
in 2010. The net interest margin, on a fully tax-equivalent basis, increased by one basis point,
from 4.23% in 2009 to 4.24%, in 2010. The ratio of noninterest income (excluding gains on sales of
securities and securities impairment charges) to average assets was decreased by 11 basis points,
while the ratio of noninterest expense to average assets remained unchanged at 2.90%. Five-year
historical ratios are presented below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return on average assets
|
|
|
1.12
|
%
|
|
|
1.17
|
%
|
|
|
1.34
|
%
|
|
|
1.28
|
%
|
|
|
1.21
|
%
|
Return on average equity
|
|
|
9.70
|
|
|
|
10.31
|
|
|
|
11.76
|
|
|
|
11.41
|
|
|
|
10.53
|
|
Yield on earning assets
|
|
|
5.42
|
|
|
|
5.88
|
|
|
|
6.48
|
|
|
|
6.88
|
|
|
|
6.43
|
|
Cost to fund earning assets
|
|
|
1.38
|
|
|
|
1.84
|
|
|
|
2.33
|
|
|
|
2.85
|
|
|
|
2.63
|
|
Net interest margin (fully tax equivalent)
|
|
|
4.24
|
|
|
|
4.23
|
|
|
|
4.34
|
|
|
|
4.17
|
|
|
|
3.91
|
|
Noninterest income (excluding gains on
sales or calls of securities and securities
impairment charges) to average assets
|
|
|
0.90
|
|
|
|
1.01
|
|
|
|
1.06
|
|
|
|
0.99
|
|
|
|
0.88
|
|
Noninterest expense to average assets
|
|
|
2.90
|
|
|
|
2.90
|
|
|
|
2.80
|
|
|
|
2.87
|
|
|
|
2.72
|
|
Net noninterest expense to average assets
|
|
|
2.00
|
|
|
|
1.89
|
|
|
|
1.74
|
|
|
|
1.88
|
|
|
|
1.84
|
|
While most of the key ratios presented above declined in 2010 as compared to 2009, we note that
these results should be considered in context with what is a new normal in the financial services
industry, at least during the recent economic climate. Therefore, it is important to understand the
degree of change and how it compares to similar companies in our competitive market. We chose a
group of six local competitors as a peer group to compare total stock return (see Form 10-K) and
the analysis below compares our financial performance to the peer groups financial performance for
the nine months ended September 30, 2010, the most recent year-to-date period that is publicly
available. As noted below, Juniatas return on average assets and net interest margin significantly
exceeded the averages of the peer group.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the nine months ended September 30, 2010
|
|
|
|
|
|
|
|
|
|
|
|
Net Interest
|
|
|
|
ROA
|
|
|
ROE
|
|
|
Margin
|
|
Juniata Valley Financial Corp
|
|
|
1.10
|
%
|
|
|
9.50
|
%
|
|
|
4.22
|
%
|
Peer Group Average
|
|
|
0.89
|
%
|
|
|
9.93
|
%
|
|
|
3.48
|
%
|
Juniata strives to attain consistently high earnings levels each year by protecting the core
(repeatable) earnings base through conservative growth strategies that minimize stockholder and
balance-sheet risk, while serving its rural Pennsylvania customer base. This approach has helped
achieve solid performances year after year. The Company considers the ROA ratio to be a key
indicator of its success and constantly scrutinizes the broad categories of the income statement
that impact this profitability indicator. Summarized below are the components of net income (in
thousands of dollars) and the contribution of each to ROA for 2010 and 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
% of Average
|
|
|
|
|
|
|
% of Average
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
Assets
|
|
Net interest income
|
|
$
|
16,072
|
|
|
|
3.66
|
%
|
|
$
|
15,989
|
|
|
|
3.67
|
%
|
Provision for loan losses
|
|
|
(741
|
)
|
|
|
(0.17
|
)
|
|
|
(627
|
)
|
|
|
(0.14
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trust fees
|
|
|
378
|
|
|
|
0.09
|
|
|
|
361
|
|
|
|
0.08
|
|
Deposit service fees
|
|
|
1,428
|
|
|
|
0.33
|
|
|
|
1,673
|
|
|
|
0.38
|
|
BOLI
|
|
|
510
|
|
|
|
0.12
|
|
|
|
444
|
|
|
|
0.10
|
|
Commissions from sales of non-deposit products
|
|
|
358
|
|
|
|
0.08
|
|
|
|
446
|
|
|
|
0.10
|
|
Income from unconsolidated subsidiary
|
|
|
250
|
|
|
|
0.06
|
|
|
|
217
|
|
|
|
0.05
|
|
Other fees
|
|
|
940
|
|
|
|
0.21
|
|
|
|
935
|
|
|
|
0.21
|
|
Insurance-related income
|
|
|
|
|
|
|
0.00
|
|
|
|
323
|
|
|
|
0.07
|
|
Security gains and impairment charges
|
|
|
(9
|
)
|
|
|
(0.00
|
)
|
|
|
(209
|
)
|
|
|
(0.05
|
)
|
Gains (losses) on sale of other assets
|
|
|
79
|
|
|
|
0.02
|
|
|
|
(19
|
)
|
|
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total noninterest income
|
|
|
3,934
|
|
|
|
0.90
|
|
|
|
4,171
|
|
|
|
0.96
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee expense
|
|
|
(6,617
|
)
|
|
|
(1.51
|
)
|
|
|
(6,625
|
)
|
|
|
(1.52
|
)
|
Occupancy and equipment
|
|
|
(1,504
|
)
|
|
|
(0.34
|
)
|
|
|
(1,552
|
)
|
|
|
(0.36
|
)
|
Data processing expense
|
|
|
(1,397
|
)
|
|
|
(0.32
|
)
|
|
|
(1,325
|
)
|
|
|
(0.30
|
)
|
Director compensation
|
|
|
(335
|
)
|
|
|
(0.08
|
)
|
|
|
(416
|
)
|
|
|
(0.10
|
)
|
Professional fees
|
|
|
(515
|
)
|
|
|
(0.12
|
)
|
|
|
(392
|
)
|
|
|
(0.09
|
)
|
Taxes, other than income
|
|
|
(469
|
)
|
|
|
(0.11
|
)
|
|
|
(476
|
)
|
|
|
(0.11
|
)
|
FDIC insurance premiums
|
|
|
(534
|
)
|
|
|
(0.12
|
)
|
|
|
(634
|
)
|
|
|
(0.15
|
)
|
Intangible amortization
|
|
|
(45
|
)
|
|
|
(0.01
|
)
|
|
|
(45
|
)
|
|
|
(0.01
|
)
|
Other noninterest expense
|
|
|
(1,304
|
)
|
|
|
(0.30
|
)
|
|
|
(1,154
|
)
|
|
|
(0.27
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total noninterest expense
|
|
|
(12,720
|
)
|
|
|
(2.90
|
)
|
|
|
(12,619
|
)
|
|
|
(2.90
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
|
|
|
(1,630
|
)
|
|
|
(0.37
|
)
|
|
|
(1,808
|
)
|
|
|
(0.42
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
4,915
|
|
|
|
1.12
|
%
|
|
$
|
5,106
|
|
|
|
1.17
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average assets
|
|
$
|
439,130
|
|
|
|
|
|
|
$
|
435,285
|
|
|
|
|
|
Net Interest Income
Net interest income is the amount by which interest income on earning assets exceeds interest
expense on interest bearing liabilities. Net interest income is the most significant component of
revenue, comprising approximately 80% of total revenues (the total of net interest income and
noninterest income, exclusive of security gains and impairment charges) for 2010. Interest spread
measures the absolute difference between average rates earned and average rates paid. Because some
interest earning assets are tax-exempt, an adjustment is made for analytical purposes to place all
assets on a fully tax-equivalent basis. Net interest margin is the percentage of net return on
average earning assets on a fully tax-equivalent basis and provides a measure of comparability of a
financial institutions performance.
Both net interest income and net interest margin are impacted by interest rate changes, changes in
the relationships between various rates and changes in the composition of the average balance
sheet. Additionally, product pricing, product mix and customer preferences dictate the composition
of the balance sheet and the resulting net interest
income. Table 1 shows average asset and liability balances, average interest rates and interest
income and expense for the years 2010, 2009 and 2008. Table 2 further shows changes attributable to
the volume and rate components of net interest income.
Table 1
AVERAGE BALANCE SHEETS AND NET INTEREST INCOME ANALYSIS
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
|
Average
|
|
|
|
|
|
|
Yield/
|
|
|
Average
|
|
|
|
|
|
|
Yield/
|
|
|
Average
|
|
|
|
|
|
|
Yield/
|
|
|
|
Balance (1)
|
|
|
Interest
|
|
|
Rate
|
|
|
Balance (1)
|
|
|
Interest
|
|
|
Rate
|
|
|
Balance (1)
|
|
|
Interest
|
|
|
Rate
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable loans (5)
|
|
$
|
292,748
|
|
|
$
|
19,003
|
|
|
|
6.49
|
%
|
|
$
|
300,913
|
|
|
$
|
20,429
|
|
|
|
6.79
|
%
|
|
$
|
298,947
|
|
|
$
|
21,774
|
|
|
|
7.28
|
%
|
Tax-exempt loans
|
|
|
14,480
|
|
|
|
534
|
|
|
|
3.69
|
|
|
|
9,900
|
|
|
|
358
|
|
|
|
3.62
|
|
|
|
8,659
|
|
|
|
326
|
|
|
|
3.76
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans (8)
|
|
|
307,228
|
|
|
|
19,537
|
|
|
|
6.36
|
|
|
|
310,813
|
|
|
|
20,787
|
|
|
|
6.69
|
|
|
|
307,606
|
|
|
|
22,100
|
|
|
|
7.18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable investment securities
|
|
|
44,456
|
|
|
|
973
|
|
|
|
2.19
|
|
|
|
39,571
|
|
|
|
1,163
|
|
|
|
2.94
|
|
|
|
38,646
|
|
|
|
1,666
|
|
|
|
4.31
|
|
Tax-exempt investment securities
|
|
|
33,558
|
|
|
|
1,016
|
|
|
|
3.03
|
|
|
|
34,793
|
|
|
|
1,152
|
|
|
|
3.31
|
|
|
|
31,999
|
|
|
|
1,082
|
|
|
|
3.38
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment securities
|
|
|
78,014
|
|
|
|
1,989
|
|
|
|
2.55
|
|
|
|
74,364
|
|
|
|
2,315
|
|
|
|
3.11
|
|
|
|
70,645
|
|
|
|
2,748
|
|
|
|
3.89
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest bearing deposits
|
|
|
3,596
|
|
|
|
38
|
|
|
|
1.06
|
|
|
|
4,402
|
|
|
|
158
|
|
|
|
3.59
|
|
|
|
6,389
|
|
|
|
258
|
|
|
|
4.04
|
|
Federal funds sold
|
|
|
9,166
|
|
|
|
10
|
|
|
|
0.11
|
|
|
|
6,422
|
|
|
|
8
|
|
|
|
0.12
|
|
|
|
4,846
|
|
|
|
124
|
|
|
|
2.56
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest earning assets
|
|
|
398,004
|
|
|
|
21,574
|
|
|
|
5.42
|
|
|
|
396,001
|
|
|
|
23,268
|
|
|
|
5.88
|
|
|
|
389,486
|
|
|
|
25,230
|
|
|
|
6.48
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from banks
|
|
|
10,109
|
|
|
|
|
|
|
|
|
|
|
|
9,791
|
|
|
|
|
|
|
|
|
|
|
|
10,167
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses
|
|
|
(2,799
|
)
|
|
|
|
|
|
|
|
|
|
|
(2,524
|
)
|
|
|
|
|
|
|
|
|
|
|
(2,391
|
)
|
|
|
|
|
|
|
|
|
Premises and equipment
|
|
|
6,981
|
|
|
|
|
|
|
|
|
|
|
|
7,148
|
|
|
|
|
|
|
|
|
|
|
|
5,968
|
|
|
|
|
|
|
|
|
|
Other assets (7)
|
|
|
26,835
|
|
|
|
|
|
|
|
|
|
|
|
24,869
|
|
|
|
|
|
|
|
|
|
|
|
25,514
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
439,130
|
|
|
|
|
|
|
|
|
|
|
$
|
435,285
|
|
|
|
|
|
|
|
|
|
|
$
|
428,744
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest bearing demand deposits (2)
|
|
$
|
75,991
|
|
|
|
347
|
|
|
|
0.46
|
|
|
$
|
68,847
|
|
|
|
309
|
|
|
|
0.45
|
|
|
$
|
72,051
|
|
|
|
541
|
|
|
|
0.75
|
|
Savings deposits
|
|
|
46,833
|
|
|
|
230
|
|
|
|
0.49
|
|
|
|
40,705
|
|
|
|
212
|
|
|
|
0.52
|
|
|
|
37,248
|
|
|
|
362
|
|
|
|
0.97
|
|
Time deposits
|
|
|
197,182
|
|
|
|
4,810
|
|
|
|
2.44
|
|
|
|
209,779
|
|
|
|
6,595
|
|
|
|
3.14
|
|
|
|
204,809
|
|
|
|
7,992
|
|
|
|
3.90
|
|
Other, including short-term borrowings,
long-term debt and other
interest bearing liabilities
|
|
|
7,914
|
|
|
|
115
|
|
|
|
1.45
|
|
|
|
8,679
|
|
|
|
163
|
|
|
|
1.88
|
|
|
|
10,253
|
|
|
|
162
|
|
|
|
1.58
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest bearing liabilities
|
|
|
327,920
|
|
|
|
5,502
|
|
|
|
1.68
|
|
|
|
328,010
|
|
|
|
7,279
|
|
|
|
2.22
|
|
|
|
324,361
|
|
|
|
9,057
|
|
|
|
2.79
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand deposits
|
|
|
55,656
|
|
|
|
|
|
|
|
|
|
|
|
51,337
|
|
|
|
|
|
|
|
|
|
|
|
49,137
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
4,900
|
|
|
|
|
|
|
|
|
|
|
|
6,424
|
|
|
|
|
|
|
|
|
|
|
|
6,572
|
|
|
|
|
|
|
|
|
|
Stockholders equity
|
|
|
50,654
|
|
|
|
|
|
|
|
|
|
|
|
49,514
|
|
|
|
|
|
|
|
|
|
|
|
48,674
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
and stockholders equity
|
|
$
|
439,130
|
|
|
|
|
|
|
|
|
|
|
$
|
435,285
|
|
|
|
|
|
|
|
|
|
|
$
|
428,744
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
|
|
|
|
$
|
16,072
|
|
|
|
|
|
|
|
|
|
|
$
|
15,989
|
|
|
|
|
|
|
|
|
|
|
$
|
16,173
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net margin on interest earning assets (3)
|
|
|
|
|
|
|
|
|
|
|
4.04
|
%
|
|
|
|
|
|
|
|
|
|
|
4.04
|
%
|
|
|
|
|
|
|
|
|
|
|
4.15
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income and margin -
Tax equivalent basis (4)
|
|
|
|
|
|
$
|
16,870
|
|
|
|
4.24
|
%
|
|
|
|
|
|
$
|
16,767
|
|
|
|
4.23
|
%
|
|
|
|
|
|
$
|
16,898
|
|
|
|
4.34
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes:
|
|
|
(1)
|
|
Average balances were calculated using a daily average.
|
|
(2)
|
|
Includes Super Now and money market accounts.
|
|
(3)
|
|
Net margin on interest earning assets is net interest income divided by average interest
earning assets.
|
|
(4)
|
|
Interest on obligations of states and municipalities is not subject to federal income tax. In
order to make the net yield comparable on a fully taxable basis, a tax equivalent adjustment
is applied against the tax-exempt income utilizing a federal tax rate of 34%.
|
Table 2
RATE VOLUME ANALYSIS OF NET INTEREST INCOME
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 Compared to 2009
|
|
|
2009 Compared to 2008
|
|
|
|
Increase (Decrease) Due To (6)
|
|
|
Increase (Decrease) Due To (6)
|
|
|
|
Volume
|
|
|
Rate
|
|
|
Total
|
|
|
Volume
|
|
|
Rate
|
|
|
Total
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable loans (5)
|
|
$
|
(542
|
)
|
|
$
|
(884
|
)
|
|
$
|
(1,426
|
)
|
|
$
|
141
|
|
|
$
|
(1,486
|
)
|
|
$
|
(1,345
|
)
|
Tax-exempt loans
|
|
|
169
|
|
|
|
7
|
|
|
|
176
|
|
|
|
45
|
|
|
|
(13
|
)
|
|
|
32
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans
|
|
|
(373
|
)
|
|
|
(877
|
)
|
|
|
(1,250
|
)
|
|
|
186
|
|
|
|
(1,499
|
)
|
|
|
(1,313
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable investment securities
|
|
|
132
|
|
|
|
(322
|
)
|
|
|
(190
|
)
|
|
|
39
|
|
|
|
(542
|
)
|
|
|
(503
|
)
|
Tax-exempt investment securities
|
|
|
(40
|
)
|
|
|
(96
|
)
|
|
|
(136
|
)
|
|
|
92
|
|
|
|
(22
|
)
|
|
|
70
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment securities
|
|
|
92
|
|
|
|
(418
|
)
|
|
|
(326
|
)
|
|
|
131
|
|
|
|
(564
|
)
|
|
|
(433
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest bearing deposits
|
|
|
(25
|
)
|
|
|
(95
|
)
|
|
|
(120
|
)
|
|
|
(73
|
)
|
|
|
(27
|
)
|
|
|
(100
|
)
|
Federal funds sold
|
|
|
3
|
|
|
|
(1
|
)
|
|
|
2
|
|
|
|
30
|
|
|
|
(146
|
)
|
|
|
(116
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest earning assets
|
|
|
(303
|
)
|
|
|
(1,391
|
)
|
|
|
(1,694
|
)
|
|
|
274
|
|
|
|
(2,236
|
)
|
|
|
(1,962
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest bearing demand deposits (2)
|
|
|
31
|
|
|
|
7
|
|
|
|
38
|
|
|
|
(23
|
)
|
|
|
(209
|
)
|
|
|
(232
|
)
|
Savings deposits
|
|
|
31
|
|
|
|
(13
|
)
|
|
|
18
|
|
|
|
31
|
|
|
|
(181
|
)
|
|
|
(150
|
)
|
Time deposits
|
|
|
(379
|
)
|
|
|
(1,406
|
)
|
|
|
(1,785
|
)
|
|
|
190
|
|
|
|
(1,587
|
)
|
|
|
(1,397
|
)
|
Other, including short-term borrowings,
long-term debt and other
interest bearing liabilities
|
|
|
(13
|
)
|
|
|
(35
|
)
|
|
|
(48
|
)
|
|
|
(27
|
)
|
|
|
28
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest bearing liabilities
|
|
|
(330
|
)
|
|
|
(1,447
|
)
|
|
|
(1,777
|
)
|
|
|
171
|
|
|
|
(1,949
|
)
|
|
|
(1,778
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
$
|
27
|
|
|
$
|
56
|
|
|
$
|
83
|
|
|
$
|
103
|
|
|
$
|
(287
|
)
|
|
$
|
(184
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5)
|
|
Non-accruing loans are included in the above table until they are charged off.
|
|
(6)
|
|
The change in interest due to rate and volume has been allocated to volume and rate changes
in proportion to the relationship of the absolute dollar amounts of the change in each.
|
|
(7)
|
|
Includes gross unrealized gains on securities available for sale: $1,429 in 2010, $1,118 in
2009 and $436 in 2008.
|
|
(8)
|
|
Interest income includes loan fees of $223, $202 and $347, in 2010, 2009 and 2008,
respectively.
|
On average, total loans outstanding in 2010 decreased from 2009 by 1.2%, to $307,228,000. Average
yields on loans decreased by 33 basis points in 2010 when compared to 2009. As shown in the
preceding Rate Volume Analysis of Net Interest Income Table 2, the decrease in yield reduced
interest income by approximately $877,000, and the decrease in volume further reduced interest
income by $373,000, resulting in an aggregate decrease in interest recorded on loans of $1,250,000.
While the prime rate remained unchanged at 3.25% throughout 2009 and 2010, adjustable rate
mortgages scheduled to reprice during 2010 that had not already reached a floor, did so at rates
below their previous rates, effectively decreasing the overall yield to the Bank. Likewise, new and
refinanced loans at lower rates during 2010 also contributed to the decrease in overall yield.
During 2010, 62% of the investment portfolio, or $49,754,000, matured or was prepaid. All proceeds
from these events and other funds available through deposit growth, a total of $53,198,000, were
reinvested in the investment portfolio in the lower rate environment, which explains the decrease
in overall yield of the investment securities by 56 basis points. Yields on the investment
securities portfolio decreased to 2.55% in 2010, as compared to 3.11% in 2009. Yield declines
decreased net interest income by $418,000 when compared to 2009. Average balances of investment
securities increased by $3,650,000, and this volume increase accounted for a $92,000 increase in
interest income as compared to 2009.
In total, yield on earning assets in 2010 was 5.42% as compared to 5.88% in 2009, a decrease of 46
basis points. On a fully tax equivalent basis, yield on earning assets decreased from 6.07% in
2009 to 5.62% in 2010.
Average interest bearing liabilities decreased by $90,000 in 2010 as compared to 2009. Within the
categories of interest bearing liabilities, deposits increased on average by $675,000, and
borrowings decreased by $765,000 on average. While interest-bearing deposits increased in total,
there was a shift in types of interest-bearing deposits. During 2010, time deposit balances
decreased on average by $12,597,000 while interest-bearing demand and savings accounts increased on
average by $13,272,000. Changes in these balances reduced interest expense by $330,000 in 2010 as
compared to 2009, while decreases in interest rates further reduced interest expense by $1,447,000.
Noninterest bearing liabilities used to fund earning assets included demand deposits, which
increased $4,319,000 on average. The percentage of interest earning assets funded by noninterest
bearing liabilities was approximately 17.6% in 2010 versus 17.3% in 2009. The total cost to fund
earning assets (computed by dividing the total interest expense by the total average earning
assets) in 2010 was 1.38%, as compared to 1.84% in 2009.
Net interest income was $16,072,000 for 2010, an increase of $83,000 when compared to 2009, with
$56,000 due to rate differences and $27,000 attributed to volume changes.
Provision for Loan Losses
Juniatas provision for loan losses is determined as a result of an analysis of the adequacy level
of the allowance for loan losses. In order to closely reflect the potential losses within the
current loan portfolio based upon current information known, the Company carries no unsupported
allowance. An analysis was performed following the process described in Application of Critical
Accounting Policies earlier in this discussion, and it was determined that a provision of $741,000
was appropriate for 2010, an increase of $114,000 when compared to 2009 when the total loan loss
provision was $627,000. In 2010, the provision exceeded net charge-offs by $105,000. The recession
caused a number of our borrowers to develop financial problems that have resulted in a higher loan
loss provision and an increase in net charge-offs. See the discussion on Loans and Allowance for
Loan Losses in the section below titled Financial Condition.
Noninterest Income
The Company remains committed to providing comprehensive services and products to meet the current
and future financial needs of our customers. We believe that our responsiveness to customers needs
surpasses that of our competitors and we measure our success by the customer acceptance of
fee-based services. We provide alternative investment opportunities through an arrangement with a
broker dealer and have integrated the delivery of nontraditional products with our Trust and
Wealth Management Division. This arrangement enables us to meet the investment needs of a varied
customer base and to better identify our clients needs for traditional trust services.
Fee-generated noninterest revenues consist of customer service fees derived from deposit accounts,
trust relationships and sales of non-deposit products. In 2010, revenues from these services
totaled $2,164,000, representing a decrease of $316,000, or 12.7%, from 2009 revenues. Customer
service fees derived from deposit accounts were $245,000 less in 2010 than in 2009. The decrease
was a result of a reduction in overdraft and non-sufficient fund charges to customers. Total fees
for trust services increased by $17,000, or 4.7%, as fees from estate settlements increased by
$23,000 in 2010 as compared to 2009, and non-estate fees decreased by $6,000. Variance in fees from
estate settlements occurs because estate settlements occur sporadically and are not necessarily
consistent year to year. Non-estate fees are repeatable revenues that generally increase and
decrease in relation to movements in interest rates as market values of trust assets under
management increase and as new relationships are established. Similarly, sales of non-deposit
products declined in 2010 due to continued investor concerns during the economic downturn,
resulting in an $88,000 reduction in related fee income.
The Company owns 39.16% of the stock of The First National Bank of Liverpool (FNBL) and accounts
for its ownership through the equity method. As such, 39.16% of the income of FNBL is recorded by
Juniata as noninterest income. As a result of this investment, $250,000 was recorded as income in
2010, compared to $217,000 in 2009. Earnings on bank-owned life insurance and annuities increased
in 2010 by $66,000, or 14.9%, when compared to the previous year, following a restructuring and
diversification of policy carriers.
Beyond the noninterest income sources discussed in the preceding paragraphs, other sources of
noninterest revenues were recorded in both years, some of which impact comparability between the
two periods. For example, in 2009, non-interest income included $323,000 that represents deferred
fees earned on the sale of credit life insurance. No such event was recorded in 2010. Gains from
the sale of properties held as other real estate totaled $79,000 in 2010, while a net loss of
$19,000 occurred in 2009 from similar activity.
In 2010, net gains from the sale of investment securities were $31,000, an increase of $14,000 in
comparison to 2009. Management considers multiple factors when selling investment securities;
therefore, income from this activity can fluctuate from year to year, and may not be consistent in
the future. Juniata generally only sells equity securities that have appreciated in value since
their purchase or when an equity security is in danger of impairment or is considered to be
other-than-temporarily impaired. Equity securities are considered for sale primarily when there is
market appreciation available or when there is no longer a business reason to hold the stock. A
loss is recognized on debt and equity securities if permanent or other-than-temporary impairment is
deemed to have occurred. In 2010, we recorded an impairment charge of $40,000 relating to
investments in the common stock of certain financial services companies. In 2009, we recorded an
impairment charge of $226,000.
As a percentage of average assets, non-interest income (excluding securities gains and impairment
charges) was 0.90% in 2010 as compared to 1.01% in 2009.
Noninterest Expense
Management strives to control noninterest expense where possible in order to achieve maximum
operating results.
In 2010, total non-interest expense increased by $101,000, or 0.8%, when compared to 2009. One item
impacted comparability in the non-interest expense category, increasing non-interest expense in the
2009 period. In 2009s second quarter, banks were charged a special assessment by the FDIC, which
was intended to replenish the Bank Insurance Fund. In Juniatas case, the assessment resulted in
non-interest expense of $194,000. Offsetting the positive variance between years for the special
assessment is the negative variance resulting from the significant increase in regular, recurring
FDIC deposit insurance premiums. The normal deposit insurance premium expense (exclusive of the
special premium) for the year 2009 was $440,000 as compared to $534,000 in 2010, representing an
increase of $94,000, or 21.4%. Director compensation costs were $81,000, or 19.4%, lower in 2010 as
compared to 2009, as a result of retirements of board and advisory board members. Professional fees
increased by $123,000 in 2010 over 2009 due to the increased use of various consultants during
2010. Other noninterest expense categories that increased in 2010 included delinquent and
foreclosed loan costs, provision for unfunded commitments, charitable donations and supply expense,
which in the aggregate exceeded 2009 by $140,000.
As a percentage of average assets, noninterest expense was 2.90% in both 2010 and in 2009.
Income Taxes
Income tax expense for 2010 amounted to $1,630,000 compared to $1,808,000 in 2009. The effective
tax rate was 24.9% in 2010 versus 26.1% in 2009, due to Juniatas tax favored income being higher
in 2010 as compared to 2009. Average tax-exempt investments and loans as a percentage of average
assets were 10.9%, 10.3% and 9.5% in 2010, 2009 and 2008, respectively. Tax-exempt income as a
percentage of income before tax was 23.7%, 21.0% and 18.1% in 2010, 2009 and 2008, respectively.
See Note 14 of Notes to Consolidated Financial Statements for further information on income taxes.
Net Income
For comparative purposes, the following table sets forth earnings, in thousands of dollars, and
selected earnings ratios for the past three years.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
Net income
|
|
$
|
4,915
|
|
|
$
|
5,106
|
|
|
$
|
5,724
|
|
Return on average assets
|
|
|
1.12
|
%
|
|
|
1.17
|
%
|
|
|
1.34
|
%
|
Return on average equity
|
|
|
9.70
|
%
|
|
|
10.31
|
%
|
|
|
11.76
|
%
|
Outlook for 2011
While many changes have occurred within banking since 2008, interest rates have not been among
those changes. Since December of 2008, the national prime rate has remained at 3.25% and the
federal funds rate has remained at exceptionally historically low level. This period is the longest
period of unchanged rates in recent history. Still, we expect, and are prepared for the interest
rate environment to remain relatively unchanged again throughout 2011. But, because experience also
tells us that rate movement can occur quickly and significantly, we are managing our interest
sensitive assets and liabilities with an understanding of the rate risk involved with rapidly
rising rates. Our net interest margin remains a primary component of profitability; however we will
seek to increase our focus on fee services and attempt to regain income lost to consumer regulation
in order to augment revenues. We will maintain the conservative lending and investing philosophies
and responsible deposit pricing that have resulted in our strong net interest margin and solid
balance sheet.
Paramount also to our success is the satisfaction level of our customers, clients and employees.
Following 2010, a year in which we implemented a major upgrade to our core processing system, 2011
promises more significant announcements in the area of technology. Taking the step beyond on-line
banking, we are entering the mobile banking arena beginning in the first quarter of 2011. We
believe that it is imperative that our customers have convenient and easy access to personal
financial services that complement their changing lifestyles, whether through electronic or
personal delivery. Convenience and mobility have become priorities for a large segment of the
population in deciding with whom one will do business, and thus we have made one of our priorities
to offer full-featured mobile banking to that segment.
Additionally, in 2011, our business development plan continues to expand and will include more
horizontal integration, extending the opportunities for cross selling across departmental lines. We
strive to be the financial services provider of choice to those within our market area.
We do not take our historical success for granted. Management is aware of the challenges facing us
in the coming year. We are positioned to reward our stockholders with a good return on their
investment in our Company while maintaining strong capital and liquidity levels, and intend to
remain in that position. The confidence of our stockholders and the trust of our community are
vital to our ongoing success.
2009
Financial Performance Overview
Net income for Juniata in 2009 was $5,106,000, representing a 10.8% decrease as compared to net
income for 2008. Earnings per share on a fully diluted basis decreased from $1.31 in 2008 to $1.18
in 2009. The net interest margin, on a fully tax-equivalent basis, decreased by 11 basis points,
from 4.34% in 2008 to 4.23%, in 2009. The ratio of noninterest income (excluding gains on sales or
calls of securities and securities impairment charges) to average assets decreased by 5 basis
points, and the ratio of noninterest expense to average assets increased by 10 basis points.
Summarized below are the components of net income (in thousands of dollars) and the contribution of
each to ROA for 2009 and 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
% of Average
|
|
|
|
|
|
|
% of Average
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
Assets
|
|
Net interest income
|
|
$
|
15,989
|
|
|
|
3.67
|
%
|
|
$
|
16,173
|
|
|
|
3.77
|
%
|
Provision for loan losses
|
|
|
(627
|
)
|
|
|
(0.14
|
)
|
|
|
(421
|
)
|
|
|
(0.10
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trust fees
|
|
|
361
|
|
|
|
0.08
|
|
|
|
389
|
|
|
|
0.09
|
|
Deposit service fees
|
|
|
1,673
|
|
|
|
0.38
|
|
|
|
1,660
|
|
|
|
0.39
|
|
BOLI
|
|
|
444
|
|
|
|
0.10
|
|
|
|
486
|
|
|
|
0.11
|
|
Commissions from sales of non-deposit products
|
|
|
446
|
|
|
|
0.10
|
|
|
|
704
|
|
|
|
0.16
|
|
Income from unconsolidated subsidiary
|
|
|
217
|
|
|
|
0.05
|
|
|
|
207
|
|
|
|
0.05
|
|
Other fees
|
|
|
935
|
|
|
|
0.21
|
|
|
|
875
|
|
|
|
0.20
|
|
Insurance-related income
|
|
|
323
|
|
|
|
0.07
|
|
|
|
179
|
|
|
|
0.04
|
|
Security gains and impairment charges
|
|
|
(209
|
)
|
|
|
(0.05
|
)
|
|
|
(521
|
)
|
|
|
(0.12
|
)
|
Gains (losses) on sale of other assets
|
|
|
(19
|
)
|
|
|
(0.00
|
)
|
|
|
58
|
|
|
|
0.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total noninterest income
|
|
|
4,171
|
|
|
|
0.96
|
|
|
|
4,037
|
|
|
|
0.94
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee expense
|
|
|
(6,625
|
)
|
|
|
(1.52
|
)
|
|
|
(6,451
|
)
|
|
|
(1.50
|
)
|
Occupancy and equipment
|
|
|
(1,552
|
)
|
|
|
(0.36
|
)
|
|
|
(1,638
|
)
|
|
|
(0.38
|
)
|
Data processing expense
|
|
|
(1,325
|
)
|
|
|
(0.30
|
)
|
|
|
(1,375
|
)
|
|
|
(0.32
|
)
|
Director compensation
|
|
|
(416
|
)
|
|
|
(0.10
|
)
|
|
|
(417
|
)
|
|
|
(0.10
|
)
|
Professional fees
|
|
|
(392
|
)
|
|
|
(0.09
|
)
|
|
|
(379
|
)
|
|
|
(0.09
|
)
|
Taxes, other than income
|
|
|
(476
|
)
|
|
|
(0.11
|
)
|
|
|
(500
|
)
|
|
|
(0.12
|
)
|
FDIC insurance premiums
|
|
|
(634
|
)
|
|
|
(0.15
|
)
|
|
|
(59
|
)
|
|
|
(0.01
|
)
|
Intangible amortization
|
|
|
(45
|
)
|
|
|
(0.01
|
)
|
|
|
(45
|
)
|
|
|
(0.01
|
)
|
Other noninterest expense
|
|
|
(1,154
|
)
|
|
|
(0.27
|
)
|
|
|
(1,144
|
)
|
|
|
(0.27
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total noninterest expense
|
|
|
(12,619
|
)
|
|
|
(2.90
|
)
|
|
|
(12,008
|
)
|
|
|
(2.80
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
|
|
|
(1,808
|
)
|
|
|
(0.42
|
)
|
|
|
(2,057
|
)
|
|
|
(0.48
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
5,106
|
|
|
|
1.17
|
%
|
|
$
|
5,724
|
|
|
|
1.34
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average assets
|
|
$
|
435,285
|
|
|
|
|
|
|
$
|
428,744
|
|
|
|
|
|
Net Interest Income
On average, total loans outstanding in 2009 increased from 2008 by 1.0%, to $310,813,000. Average
yields on loans decreased by 49 basis points in 2009 when compared to 2008. As shown in the
preceding Rate Volume Analysis of Net Interest Income Table 2, the decrease in yield reduced
interest income by approximately $1,499,000, and the increase in volume added $186,000, resulting
in an aggregate decrease in interest recorded on loans of $1,313,000. The yield decrease was
largely due to the difference in market rates between the two years. The prime rate decreased from
January 1, 2008 to December 31, 2008 by 400 basis points, from 7.25% to 3.25%, and remained at
3.25% for the entire year in 2009. On average, the prime rate was 5.21% during 2008 and 3.25%
during 2009.
During 2009, 67% of the investment portfolio, or $42,912,000, matured or was prepaid. All proceeds
from these events and other funds available through deposit growth, a total of $56,245,000, was
reinvested in the investment portfolio in the lower rate environment, which explains the decrease
in overall yield of the investment securities by 78 basis points. Yields on the investment
securities portfolio decreased to 3.11% in 2009, as compared to 3.89% in 2008. Yield declines
accounted for a $564,000 decrease in interest income when compared to 2008. Average balances of
investment securities increased by $3,719,000, and this volume increase accounted for a $131,000
increase in interest income as compared to 2008.
In total, yield on earning assets in 2009 was 5.88% as compared to 6.48% in 2008, a decrease of 60
basis points. On a fully tax equivalent basis, yield decreased from 6.67% in 2008 to 6.07% in
2009.
Average interest bearing liabilities increased by $3,649,000, or 1.1%, in 2009 as compared to 2008.
Within the categories of interest bearing liabilities, deposits increased on average by $5,223,000,
and borrowings decreased by $1,574,000 on average. Changes in these balances resulted in $171,000
in additional interest expense in 2009 as compared to 2008, while decreases in interest rates
accounted for $1,949,000 in reduced interest expense. Noninterest bearing liabilities used to fund
earning assets included demand deposits, which increased $2,200,000 on average. The percentage of
interest earning assets funded by noninterest bearing liabilities was approximately 17.3% in 2009
versus 16.7% in 2008. The total cost to fund earning assets (computed by dividing the total
interest expense by the total average earning assets) in 2009 was 1.84%, as compared to 2.33% in
2008.
Net interest income was $15,989,000 for 2009, a decrease of $184,000 when compared to 2008. The
overall decrease in net interest income was the net result of a decrease due to rate changes of
$287,000, partially offset by the increase due to volume changes of $103,000.
Provision for Loan Losses
An analysis was performed following the process described in Application of Critical Accounting
Policies earlier in this discussion, and it was determined that a provision of $627,000 was
appropriate for 2009, an increase of $206,000 when compared to 2008 when the total loan loss
provision was $421,000. In 2009, the provision exceeded net charge-offs by $109,000. Net
charge-offs were significantly higher in 2009 than in the four immediately preceding years,
reflecting an increase in the levels of non-performing loans.
Noninterest Income
In 2009, revenues derived from deposit accounts, trust relationships and sales of non-deposit
products totaled $2,480,000, representing a decrease of $273,000, or 9.9%, from 2008 revenues.
Customer service fees derived from deposit accounts were similar to those in 2008, varying by only
$13,000 in the aggregate; these fees accounted for approximately 67% of all fee-generated
noninterest revenues. Total fees for trust services decreased by $28,000, or 7.2%, as fees from
estate settlements decreased by $6,000 in 2009 as compared to 2008, and non-estate fees decreased
by $22,000. Variance in fees from estate settlements occurs because estate settlements occur
sporadically and are not necessarily consistent year to year. Non-estate fees are repeatable
revenues that generally increase and decrease in relation to movements in interest rates as market
values of trust assets under management increase and as new relationships are established.
Similarly, sales of non-deposit products declined in 2009 due to investor concerns during the
economic downturn, resulting in a $258,000 reduction in related fee income.
As a result of the Companys investment in FNBL, $217,000 was recorded as income in 2009, compared
to $207,000 in 2008. Earnings on bank-owned life insurance and annuities decreased in 2009 by
$42,000, or 8.6%, when compared to the previous year, as a result of lower earnings rates.
Beyond the noninterest income sources discussed in the preceding paragraphs, other sources of
noninterest revenues were recorded in both years, some of which impact comparability between the
two periods. For example, in 2009, non-interest income included $323,000 that represents deferred
fees earned on the sale of credit life insurance while, in 2008, the Company received proceeds from
a claim on a life insurance policy in excess of the cash surrender value recorded, resulting in a
gain of $179,000. Gains from the sale of property formerly used as branch locations occurred in
both years and yielded gains of $14,000 and $58,000, respectively, in 2009 and 2008. Offsetting the
$14,000 gain in 2009 was a $33,000 loss from the disposal of properties held as other real estate.
In 2009, net gains from the sale of investment securities were $17,000, a decrease of $16,000 in
comparison to 2008. In 2009, an other-than-temporary impairment charge of $226,000 relating to
investments in the common stock of certain financial services companies was recorded. In 2008, we
recorded an impairment charge of $554,000.
As a percentage of average assets, non-interest income (excluding securities gains and impairment
charges) was 1.01% in 2009 as compared to 1.06% in 2008.
Noninterest Expense
In 2009, total non-interest expense increased by $611,000, or 5.1%, when compared to 2008. Two
items impacted comparability in the non-interest expense category, one decreasing non-interest
expense in the 2008 period and the other increasing non-interest expense in the 2009 period. In
2008, certain unvested benefits were forfeited, resulting in an adjustment to the accrued liability
for post-retirement benefits, and a decrease in employee benefits expense, of $106,000. In 2009s
second quarter, banks were charged a special assessment by the FDIC, which is intended to replenish
the Bank Insurance Fund. In Juniatas case, the assessment resulted in non-interest expense of
$194,000. These two items resulted in a $300,000 increase in non-interest expense from 2008 to
2009. The remaining variance was primarily due to the significant increase in regular, recurring
FDIC deposit insurance premiums. The normal deposit insurance premium expense (exclusive of the
special premium) for the year 2009 was $381,000 higher than the premium expense in the year 2008.
Excluding the adjustment for post-retirement benefits and the total impact of FDIC deposit
insurance premiums and assessments, non-interest expense was $70,000 less in 2009 year than in
2008.
As a percentage of average assets, noninterest expense was 2.90% in 2009 as compared to 2.80% in
2008, an increase of 10 basis points. The increased FDIC assessments added 14 basis points to the
2009 ratio.
Income Taxes
Income tax expense for 2009 amounted to $1,808,000 compared to $2,057,000 in 2008. The effective
tax rate was 26.1% in 2009 versus 26.4% in 2008, due to Juniatas tax favored income being higher
in 2009 as compared to 2008. Average tax-exempt investments and loans as a percentage of average
assets were 10.3%, 9.5% and 7.0% in 2009, 2008 and 2007, respectively. Tax-exempt income as a
percentage of income before tax was 21.0%, 18.1% and 14.2% in 2009, 2008 and 2007, respectively.
See Note 14 of Notes to Consolidated Financial Statements for further information on income taxes.
Net Income
For comparative purposes, the following table sets forth earnings, in thousands of dollars, and
selected earnings ratios for the past three years.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
Net income
|
|
$
|
5,106
|
|
|
$
|
5,724
|
|
|
$
|
5,434
|
|
Return on average assets
|
|
|
1.17
|
%
|
|
|
1.34
|
%
|
|
|
1.28
|
%
|
Return on average equity
|
|
|
10.31
|
%
|
|
|
11.76
|
%
|
|
|
11.41
|
%
|
FINANCIAL CONDITION
Balance Sheet Summary
Juniata functions as a financial intermediary and, as such, its financial condition is best
analyzed in terms of changes in its uses and sources of funds, and is most meaningful when analyzed
in terms of changes in daily average balances. The table below sets forth average daily balances
for the last three years and the dollar change and percentage change for the past two years.
Table 3
Changes in Uses and Sources of Funds
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
|
Average
|
|
|
Increase(Decrease)
|
|
|
Average
|
|
|
Increase(Decrease)
|
|
|
Average
|
|
|
|
Balance
|
|
|
Amount
|
|
|
%
|
|
|
Balance
|
|
|
Amount
|
|
|
%
|
|
|
Balance
|
|
Funding Uses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
$
|
81,172
|
|
|
$
|
(4,573
|
)
|
|
|
(5.3
|
%)
|
|
$
|
85,745
|
|
|
$
|
4,454
|
|
|
|
5.5
|
%
|
|
$
|
81,291
|
|
Tax-exempt loans
|
|
|
14,480
|
|
|
|
4,580
|
|
|
|
46.3
|
|
|
|
9,900
|
|
|
|
1,241
|
|
|
|
14.3
|
|
|
|
8,659
|
|
Mortgage
|
|
|
152,963
|
|
|
|
3,383
|
|
|
|
2.3
|
|
|
|
149,580
|
|
|
|
5,552
|
|
|
|
3.9
|
|
|
|
144,028
|
|
Consumer, including Home Equity
|
|
|
58,613
|
|
|
|
(6,975
|
)
|
|
|
(10.6
|
)
|
|
|
65,588
|
|
|
|
(8,040
|
)
|
|
|
(10.9
|
)
|
|
|
73,628
|
|
Securities
|
|
|
44,456
|
|
|
|
4,885
|
|
|
|
12.3
|
|
|
|
39,571
|
|
|
|
925
|
|
|
|
2.4
|
|
|
|
38,646
|
|
Tax-exempt securities
|
|
|
33,558
|
|
|
|
(1,235
|
)
|
|
|
(3.5
|
)
|
|
|
34,793
|
|
|
|
2,794
|
|
|
|
8.7
|
|
|
|
31,999
|
|
Interest bearing deposits
|
|
|
3,596
|
|
|
|
(806
|
)
|
|
|
(18.3
|
)
|
|
|
4,402
|
|
|
|
(1,987
|
)
|
|
|
(31.1
|
)
|
|
|
6,389
|
|
Federal funds sold
|
|
|
9,166
|
|
|
|
2,744
|
|
|
|
42.7
|
|
|
|
6,422
|
|
|
|
1,576
|
|
|
|
32.5
|
|
|
|
4,846
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest earning assets
|
|
|
398,004
|
|
|
|
2,003
|
|
|
|
0.5
|
|
|
|
396,001
|
|
|
|
6,515
|
|
|
|
1.7
|
|
|
|
389,486
|
|
Investment in unconsolidated subsidiary
|
|
|
3,443
|
|
|
|
185
|
|
|
|
5.7
|
|
|
|
3,258
|
|
|
|
181
|
|
|
|
5.9
|
|
|
|
3,077
|
|
Bank-owned life insurance and annuities
|
|
|
12,997
|
|
|
|
182
|
|
|
|
1.4
|
|
|
|
12,815
|
|
|
|
373
|
|
|
|
3.0
|
|
|
|
12,442
|
|
Goodwill and intangible assets
|
|
|
2,324
|
|
|
|
(45
|
)
|
|
|
(1.9
|
)
|
|
|
2,369
|
|
|
|
(45
|
)
|
|
|
(1.9
|
)
|
|
|
2,414
|
|
Other non-interest earning assets
|
|
|
23,732
|
|
|
|
1,484
|
|
|
|
6.7
|
|
|
|
22,248
|
|
|
|
(1,032
|
)
|
|
|
(4.4
|
)
|
|
|
23,280
|
|
Unrealized gains on securities
|
|
|
1,429
|
|
|
|
311
|
|
|
|
27.8
|
|
|
|
1,118
|
|
|
|
682
|
|
|
|
156.4
|
|
|
|
436
|
|
Less: Allowance for loan losses
|
|
|
(2,799
|
)
|
|
|
(275
|
)
|
|
|
(10.9
|
)
|
|
|
(2,524
|
)
|
|
|
(133
|
)
|
|
|
(5.6
|
)
|
|
|
(2,391
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total uses
|
|
$
|
439,130
|
|
|
$
|
3,845
|
|
|
|
0.9
|
%
|
|
$
|
435,285
|
|
|
$
|
6,541
|
|
|
|
1.5
|
%
|
|
$
|
428,744
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funding Sources:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest bearing demand deposits
|
|
$
|
75,991
|
|
|
$
|
7,144
|
|
|
|
10.4
|
%
|
|
$
|
68,847
|
|
|
$
|
(3,204
|
)
|
|
|
(4.4
|
%)
|
|
$
|
72,051
|
|
Savings deposits
|
|
|
46,833
|
|
|
|
6,128
|
|
|
|
15.1
|
|
|
|
40,705
|
|
|
|
3,457
|
|
|
|
9.3
|
|
|
|
37,248
|
|
Time deposits under $100,000
|
|
|
158,951
|
|
|
|
(10,460
|
)
|
|
|
(6.2
|
)
|
|
|
169,411
|
|
|
|
3,132
|
|
|
|
1.9
|
|
|
|
166,279
|
|
Time deposits over $100,000
|
|
|
38,257
|
|
|
|
(2,111
|
)
|
|
|
(5.2
|
)
|
|
|
40,368
|
|
|
|
1,838
|
|
|
|
4.8
|
|
|
|
38,530
|
|
Repurchase agreements
|
|
|
3,051
|
|
|
|
682
|
|
|
|
28.8
|
|
|
|
2,369
|
|
|
|
(2,999
|
)
|
|
|
(55.9
|
)
|
|
|
5,368
|
|
Short-term borrowings
|
|
|
155
|
|
|
|
(45
|
)
|
|
|
(22.5
|
)
|
|
|
200
|
|
|
|
(2,179
|
)
|
|
|
(91.6
|
)
|
|
|
2,379
|
|
Long-term debt
|
|
|
3,548
|
|
|
|
(1,452
|
)
|
|
|
(29.0
|
)
|
|
|
5,000
|
|
|
|
3,552
|
|
|
|
245.3
|
|
|
|
1,448
|
|
Other interest bearing liabilities
|
|
|
1,160
|
|
|
|
50
|
|
|
|
4.5
|
|
|
|
1,110
|
|
|
|
52
|
|
|
|
4.9
|
|
|
|
1,058
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest bearing liabilities
|
|
|
327,946
|
|
|
|
(64
|
)
|
|
|
(0.0
|
)
|
|
|
328,010
|
|
|
|
3,649
|
|
|
|
1.1
|
|
|
|
324,361
|
|
Demand deposits
|
|
|
55,656
|
|
|
|
4,319
|
|
|
|
8.4
|
|
|
|
51,337
|
|
|
|
2,200
|
|
|
|
4.5
|
|
|
|
49,137
|
|
Other liabilities
|
|
|
4,874
|
|
|
|
(1,550
|
)
|
|
|
(24.1
|
)
|
|
|
6,424
|
|
|
|
(148
|
)
|
|
|
(2.3
|
)
|
|
|
6,572
|
|
Stockholders equity
|
|
|
50,654
|
|
|
|
1,140
|
|
|
|
2.3
|
|
|
|
49,514
|
|
|
|
840
|
|
|
|
1.7
|
|
|
|
48,674
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total sources
|
|
$
|
439,130
|
|
|
$
|
3,845
|
|
|
|
0.9
|
%
|
|
$
|
435,285
|
|
|
$
|
6,541
|
|
|
|
1.5
|
%
|
|
$
|
428,744
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Overall, total assets increased by $3,845,000, or 0.9%, on average, for the year 2010 compared to
2009, following an increase of $6,541,000, or 1.5%, in 2009 over average assets in 2008. The ratio
of average earning assets to total assets was 91% in each of the last two years, while the ratio of
average interest-bearing liabilities to total assets was 75% in both 2010 and 2009. Although
Juniatas investment in its unconsolidated subsidiary and its bank owned life insurance and
annuities are not classified as interest-earning assets, income is derived directly from those
assets. These instruments have represented 3.7% of total average assets in both 2010 and 2009. More
detailed discussion of
Juniatas earning assets and interest bearing liabilities will follow in sections titled Loans,
Investments, Deposits and Market/Interest Rate Risk.
Loans
Loans outstanding at the end of each year consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
Commercial, financial and agricultural
|
|
$
|
32,841
|
|
|
$
|
33,783
|
|
|
$
|
38,755
|
|
|
$
|
28,842
|
|
|
$
|
23,341
|
|
Real estate commercial
|
|
|
44,185
|
|
|
|
39,299
|
|
|
|
32,171
|
|
|
|
29,021
|
|
|
|
29,492
|
|
Real estate construction
|
|
|
11,028
|
|
|
|
24,578
|
|
|
|
22,144
|
|
|
|
27,223
|
|
|
|
29,489
|
|
Real estate mortgage
|
|
|
142,608
|
|
|
|
135,854
|
|
|
|
140,016
|
|
|
|
127,324
|
|
|
|
132,572
|
|
Home equity
|
|
|
46,352
|
|
|
|
52,957
|
|
|
|
61,094
|
|
|
|
63,960
|
|
|
|
67,842
|
|
Obligations of states and political
subdivisions
|
|
|
10,960
|
|
|
|
13,553
|
|
|
|
7,177
|
|
|
|
6,593
|
|
|
|
5,129
|
|
Personal
|
|
|
10,155
|
|
|
|
11,670
|
|
|
|
13,920
|
|
|
|
15,319
|
|
|
|
18,545
|
|
Unearned interest
|
|
|
(27
|
)
|
|
|
(64
|
)
|
|
|
(145
|
)
|
|
|
(282
|
)
|
|
|
(592
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
298,102
|
|
|
$
|
311,630
|
|
|
$
|
315,132
|
|
|
$
|
298,000
|
|
|
$
|
305,818
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From year-end 2009 to year-end 2010, total loans outstanding, net of unearned interest, decreased
by $13,528,000, following a decrease of $3,502,000 in 2009 when compared to year-end 2008. The
following table summarizes how the ending balances (in thousands) changed annually in each of the
last three years.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
Beginning balance
|
|
$
|
311,630
|
|
|
$
|
315,132
|
|
|
$
|
298,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New loans, net of repayments
|
|
|
(12,063
|
)
|
|
|
(2,049
|
)
|
|
|
17,595
|
|
Loans charged off
|
|
|
(654
|
)
|
|
|
(529
|
)
|
|
|
(156
|
)
|
Loans transferred to other real estate owned and
other adjustments to carrying value
|
|
|
(811
|
)
|
|
|
(924
|
)
|
|
|
(307
|
)
|
|
|
|
|
|
|
|
|
|
|
Net change
|
|
|
(13,528
|
)
|
|
|
(3,502
|
)
|
|
|
17,132
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance
|
|
$
|
298,102
|
|
|
$
|
311,630
|
|
|
$
|
315,132
|
|
|
|
|
|
|
|
|
|
|
|
The loan portfolio was comprised of approximately 67% consumer loans and 33% commercial loans
(including construction) on December 31, 2010 as compared to 64% consumer loans and 36% commercial
loans on December 31, 2009. Management believes that diversification in the loan portfolio is
important and performs a loan concentration analysis on a quarterly basis. The highest loan
concentration by activity type was commercial acquisition, development and construction (ADC)
loans, followed by commercial real estate loans, each accounting for less than 5.8% of the loan
portfolio. Additionally, there are no concentrations that exceed 25% of capital, and management
believes that these small concentrations pose no significant risk. See Note 5 of Notes to
Consolidated Financial Statements.
As can be seen in Table 3, the primary source of growth of the loan portfolio came from mortgage
and tax-exempt commercial loans, which increased on average by 4.7% in 2010 as compared to 2009.
Consumer loans, primarily home equity loans, decreased on average as consumer loan demand lessened.
Commercial loans on average decreased as well, by 5.3%, during 2010 as compared to the prior year.
Although Juniata is willing, able and continues to lend to qualifying businesses and individuals,
management believes that the recessionary climate impeded loan growth in 2010, and was the primary
reason for increases in non-performing loans. Management further believes that we may continue to
experience low growth and sustain current levels of non-performing loans into 2011, if unemployment
remains elevated. During 2010 a dedicated credit administration division was established within the
Company, in response to the need for heightened credit review, both in the loan origination process
and in the ongoing risk assessment process. With stringent credit standards in place, our business
model closely aligns lenders and community office managers efforts to effectively develop referrals and
existing customer relationships. Continued emphasis will be placed on responsiveness and personal
attention given to customers, which we believe differentiates the Bank from its competition. Nearly
all commercial loans and most residential mortgage loans are either variable or adjustable rate
loans, while other consumer loans generally have fixed rates for the duration of the loan.
Juniatas lending strategy stresses quality growth, diversified by product. A standardized credit
policy is in place throughout the Company, and the credit committee of the Board of Directors
reviews and approves all loan requests for amounts that exceed managements approval levels. The
Company makes credit judgments based on a customers existing debt obligations, collateral, ability
to pay and general economic trends. See Note 1 of Notes to Consolidated Financial Statements.
Juniata strives to offer fair, competitive rates and to provide optimal service in order to attract
loan growth. Emphasis will continue to be placed upon attracting the entire customer relationship
of our borrowers.
The loan portfolio carries the potential risk of past due, non-performing or, ultimately,
charged-off loans. The Bank attempts to manage this risk through credit approval standards and
aggressive monitoring and collection efforts. Where prudent, the Bank secures commercial loans with
collateral consisting of real and/or tangible personal property.
The allowance for loan losses has been established in order to absorb probable losses on existing
loans. An annual provision or credit is charged to earnings to maintain the allowance at adequate
levels. Charge-offs and recoveries are recorded as adjustments to the allowance. The allowance for
loan losses at December 31, 2010 was 0.95% of total loans, net of unearned interest, as compared to
0.87% of total loans, net of unearned interest, at the end of 2009. The allowance increased
$105,000 when compared to December 31, 2009. Net charge-offs for 2010 and 2009 were 0.21% and 0.17%
of average loans, respectively.
At December 31, 2010, non-performing loans (as defined in Table 4 below), as a percentage of the
allowance for loan losses, were 246.8% as compared to 147.0% at December 31, 2009. Non-performing
loans were 2.34% of loans as of December 31, 2010, and 1.28% of loans as of December 31, 2009.
Management believes that the increase in nonperforming loans in 2010 is directly related to
economic conditions leading to an increased number of borrowers being unable to repay debt
according to terms of the agreements. Of the $6,971,000 of non-performing loans at December 31,
2010, $6,895,000, or 99%, was collateralized with real estate and $76,000 with other assets.
Table 4
Non-Performing Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
(In thousands)
|
|
Nonaccrual loans
|
|
$
|
5,964
|
|
|
$
|
2,629
|
|
|
$
|
1,255
|
|
|
$
|
|
|
|
$
|
1,240
|
|
Accruing loans past due 90 days or more
|
|
|
1,007
|
|
|
|
1,369
|
|
|
|
664
|
|
|
|
837
|
|
|
|
214
|
|
Restructured loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-performing loans
|
|
$
|
6,971
|
|
|
$
|
3,998
|
|
|
$
|
1,919
|
|
|
$
|
837
|
|
|
$
|
1,454
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans on which the accrual of interest has been discontinued are designated as non-accrual loans.
Accrual of interest on loans is discontinued when the contractual payment of principal or interest
has become 90 days past due or reasonable doubt exists as to the full, timely collection of
principal or interest. However, it is the Companys policy to continue to accrue interest on loans
over 90 days past due as long as they are (1) guaranteed or well secured and (2) there is an
effective means of collection. When a loan is placed on non-accrual status, all unpaid interest
credited to income in the current year is reversed against current period income and unpaid
interest accrued in prior years is charged against the allowance for loan losses. Interest received
on nonaccrual loans generally is either applied against principal or reported as interest income,
according to managements judgment as to the collectability of principal. Generally, accruals are
resumed on loans only when the obligation is brought fully current with respect to interest and
principal, has performed in accordance with the contractual terms for a reasonable period of time
and the ultimate collectability of the total contractual principal and interest is no longer in
doubt. The Companys
nonaccrual and charge-off policies are the same, regardless of loan type. During 2010, gross
interest income that would have been recorded if loans in nonaccrual status had been current was
$418,000, of which $138,000 was collected and included in net income.
Allowance for Loan Losses
The amount of allowance for loan losses is determined through a critical quantitative and
qualitative analysis performed by management that includes significant assumptions and estimates.
It is maintained at a level deemed sufficient to absorb probable estimated losses within the loan
portfolio, and supported by detailed documentation. Critical to this analysis is any change in
observable trends that may be occurring, to assess potential credit weaknesses.
Management systematically monitors the loan portfolio and the adequacy of the allowance for loan
losses on a quarterly basis to provide for probable losses inherent in the portfolio. The Banks
methodology for maintaining the allowance is highly structured and contains two components; a
component for loans that are deemed to be impaired and a component for contingencies.
Component for impaired loans:
A large commercial loan is considered impaired when, based on current information and events, it is
probable that the Bank will be unable to collect the scheduled payments of principal or interest
when due according to the contractual terms of the loan agreement. (A large loan (or group of
like-loans within one relationship) is defined as a commercial/business loan, with an aggregate
outstanding balance in excess of $150,000, or any other loan that management deems of similar
characteristics inherent to the deficiencies of an impaired large loan by definition.) Factors
considered by management in determining impairment include payment status, collateral value and the
probability of collecting scheduled principal and interest payments when due. Loans that experience
insignificant payment delays and payment shortfalls generally are not classified as impaired.
Management determines the significance of payment delays and payment shortfalls on a case-by-case
basis, taking into consideration all of the circumstances surrounding the loans and the borrower,
including the length of the delay, the reasons for the delay, the borrowers prior payment record
and the amount of the shortfall in relation to the principal and interest owed. Impairment is
measured on a loan by loan basis for commercial and construction loans by either the present value
of expected future cash flows discounted at the loans effective interest rate, the loans
obtainable market price or the fair value of the collateral if the loan is collateral dependent.
For such loans that are classified as impaired, an allowance is established when the discounted
cash flows (or collateral value or observable market price) of the impaired loan is lower than the
carrying value of that loan. The Bank does not separately identify individual consumer and
residential loans for impairment disclosures, unless such loans are subject to a restructuring
agreement.
As of December 31, 2010, 20 loans, with aggregate outstanding balances of $7,743,000, were
evaluated for impairment. A collateral analysis was performed on each of these 20 loans in order to
establish a portion of the reserve needed to carry impaired loans at no higher than fair value. As
a result, six loans were determined to have insufficient collateral and specific reserves were
established for each of the six impaired loans, totaling $570,000. The six loans requiring fair
value adjustment comprise one single loan relationship.
Component for contingencies:
A contingency is an existing condition, or set of circumstances, involving uncertainty as to
possible gain or loss to the Company that will ultimately be resolved when one or more future
events occur or fail to occur. These conditions may be considered in relation to individual loans
or in relation to groups of similar types of loans. If the conditions are met, a provision is made
even though the particular loans that are uncollectible may not be identifiable.
Initially, the loan portfolio is segmented into pools of loans with similar characteristics. In our
portfolio, pools are established based upon the application system through which they are
maintained: Commercial/Business, Mortgage and Installment Loans. Loss rates for each of these
portfolio segments are developed and applied to groups of homogeneous loans within the segments.
Individual loans that have been risk-rated as special mention and above are reviewed individually
for determination of the need for specific provision based upon unique and identifiable
circumstances. If an individual loan (not considered to be a large impaired loan) is assigned a
specific provision,
that loan balance is excluded from the computation of the general provision for contingencies. Also
excluded from the contingency provision calculation are loans identified as large impaired loans.
Contingency allowance evaluation consists of several key elements:
|
|
|
Historical trends: Historical net charge-offs are computed as a percentage of average
loans, by loan type. This percentage is applied to the ending period balance of the loan
type to determine the amount to be included in the allowance to cover charge-off
probability. This factor is computed on an annual basis, by major type of loan. It is a ten
year average of actual losses as a percentage of outstanding loan balances within the
groupings of homogeneous loans. This timeframe is used in order to include periods of
economic downturns and upturns;
|
|
|
|
Individual loan performance: Management identifies a list of loans which are
individually assigned a risk rating grade because the loan has not performed according to
payment terms and there is reason to believe that repayment of the loan principal, in whole
or part, is unlikely. The specific portion of the allowance for these loans is the total
amount of potential losses for these individual loans which has not previously been charged
off;
|
|
|
|
General economic environment: Current economic indicators are reviewed to assess the
level of change in risk in the loan portfolio due to possible changes in our customers
ability to repay debt. These indicators generally include:
|
|
|
|
State and National unemployment rates, as well as local counties;
|
|
|
|
Managements knowledge of the local economy, i.e. businesses moving in or closing down.
|
|
|
|
Managements knowledge of other local events that could have an impact
on our borrowers ability to pay.
|
Generally, the local unemployment rate consistently slightly exceeds the national and state
statistics. Additionally, some of the larger employers in the local market area are
experiencing some financial stress that has resulted in loss of jobs in recent years. Fuel
cost escalation has put profit pressure on trucking firms, and increased cost of
employer-provided medical insurance has added to the profit pressures of employers in
general. Because of the extended recessionary climate, and the related increase in
non-performing loans, management increased the factor used to compute the reserve for
economic environment in the fourth quarter of 2009 and maintained that factor through 2010.
|
|
|
Other relevant factors: Certain specific risks inherent in the loan portfolio are
identified and examined to determine if an additional allowance is warranted and, if so,
management assigns a percentage to the loan category. Such factors consist of:
|
|
|
|
Credit concentration: Juniatas loans are classified in pre-defined
groups. Any groups total that exceeds 25% of the Banks total capital is
considered to be a credit concentration and as such, is determined to have an
additional level of associated risk. Any group that exceeds 15% of capital may be
assigned a factor, based upon managements assessment;
|
|
|
|
Changes in loan volumes;
|
|
|
|
Changes in experience, ability and depth of management; and
|
|
|
|
External influences, such as competition, legal and regulatory requirements.
|
Determination of the allowance for loan losses is subjective in nature and requires management to
periodically reassess the validity of its assumptions. Differences between net charge-offs and
estimated losses are assessed such that management can modify its evaluation model on a timely
basis to ensure that adequate provision has been made for risk in the total loan portfolio.
A summary of the transactions in the allowance for loan losses for the last five years (in
thousands) is shown below. At $636,000, the level of net charge-offs in 2010 was the highest in the
five year period presented. The increase in non-performing loans indicated the need for a provision
for loan losses in 2010 at a level of $741,000, an 18% increase over the provision recorded in
2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
Balance of allowance beginning of period
|
|
$
|
2,719
|
|
|
$
|
2,610
|
|
|
$
|
2,322
|
|
|
$
|
2,572
|
|
|
$
|
2,763
|
|
Loans charged off:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial, financial and agricultural
|
|
|
134
|
|
|
|
47
|
|
|
|
43
|
|
|
|
291
|
|
|
|
159
|
|
Real estate commercial
|
|
|
|
|
|
|
32
|
|
|
|
36
|
|
|
|
|
|
|
|
|
|
Real estate mortgage
|
|
|
482
|
|
|
|
343
|
|
|
|
15
|
|
|
|
66
|
|
|
|
19
|
|
Personal
|
|
|
38
|
|
|
|
107
|
|
|
|
62
|
|
|
|
61
|
|
|
|
129
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total charge-offs
|
|
|
654
|
|
|
|
529
|
|
|
|
156
|
|
|
|
418
|
|
|
|
307
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recoveries of loans previously charged off:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial, financial and agricultural
|
|
|
|
|
|
|
|
|
|
|
5
|
|
|
|
8
|
|
|
|
5
|
|
Real estate mortgage
|
|
|
|
|
|
|
|
|
|
|
5
|
|
|
|
8
|
|
|
|
|
|
Personal
|
|
|
18
|
|
|
|
11
|
|
|
|
13
|
|
|
|
32
|
|
|
|
25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total recoveries
|
|
|
18
|
|
|
|
11
|
|
|
|
23
|
|
|
|
48
|
|
|
|
30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net charge-offs
|
|
|
636
|
|
|
|
518
|
|
|
|
133
|
|
|
|
370
|
|
|
|
277
|
|
Provision for loan losses
|
|
|
741
|
|
|
|
627
|
|
|
|
421
|
|
|
|
120
|
|
|
|
54
|
|
Branch acquisition loan loss reserve
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance of allowance end of period
|
|
$
|
2,824
|
|
|
$
|
2,719
|
|
|
$
|
2,610
|
|
|
$
|
2,322
|
|
|
$
|
2,572
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of net charge-offs during period to
average loans outstanding
|
|
|
0.21
|
%
|
|
|
0.17
|
%
|
|
|
0.04
|
%
|
|
|
0.12
|
%
|
|
|
0.09
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following tables show how the allowance for loan losses is allocated among the various types of
outstanding loans and the percent of loans by type to total loans.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allocation of the Allowance for Loan Losses (in thousands)
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
Commercial
|
|
$
|
1,026
|
|
|
$
|
993
|
|
|
$
|
707
|
|
|
$
|
660
|
|
|
$
|
864
|
|
Real estate
|
|
|
1,336
|
|
|
|
1,146
|
|
|
|
1,202
|
|
|
|
933
|
|
|
|
1,011
|
|
Consumer
|
|
|
462
|
|
|
|
580
|
|
|
|
701
|
|
|
|
729
|
|
|
|
697
|
|
Unallocated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total allowance for loan losses
|
|
$
|
2,824
|
|
|
$
|
2,719
|
|
|
$
|
2,610
|
|
|
$
|
2,322
|
|
|
$
|
2,572
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent of Loan Type to Total Loans
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
Commercial (non-real estate)
|
|
|
14.7
|
%
|
|
|
15.2
|
%
|
|
|
14.6
|
%
|
|
|
11.9
|
%
|
|
|
9.3
|
%
|
Real estate
|
|
|
81.9
|
%
|
|
|
81.1
|
%
|
|
|
81.0
|
%
|
|
|
83.0
|
%
|
|
|
84.6
|
%
|
Consumer
|
|
|
3.4
|
%
|
|
|
3.7
|
%
|
|
|
4.4
|
%
|
|
|
5.1
|
%
|
|
|
6.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments
Total investments, defined to include all interest earning assets except loans (i.e. investment
securities available for sale (at market value), federal funds sold, interest bearing deposits,
Federal Home Loan Bank stock and other interest-earning assets), totaled $95,874,000 on December
31, 2010, representing an increase of $13,619,000 when compared to year-end 2009. The following
table summarizes how the ending balances (in thousands) changed annually in each of the last three
years.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Beginning balance
|
|
$
|
82,255
|
|
|
$
|
72,036
|
|
|
$
|
81,946
|
|
Purchases of investment securities
|
|
|
53,198
|
|
|
|
56,245
|
|
|
|
36,063
|
|
Sales and maturities of investment securities
|
|
|
(49,754
|
)
|
|
|
(42,895
|
)
|
|
|
(38,996
|
)
|
Impairment charge
|
|
|
(40
|
)
|
|
|
(226
|
)
|
|
|
(554
|
)
|
Adjustment in market value of AFS securities
|
|
|
(544
|
)
|
|
|
131
|
|
|
|
878
|
|
Amortization/Accretion
|
|
|
(293
|
)
|
|
|
(220
|
)
|
|
|
(126
|
)
|
Federal Home Loan Bank stock, net change
|
|
|
(109
|
)
|
|
|
|
|
|
|
1,102
|
|
Federal funds sold, net change
|
|
|
11,100
|
|
|
|
1,200
|
|
|
|
(7,500
|
)
|
Interest bearing deposits with others, net change
|
|
|
61
|
|
|
|
(4,016
|
)
|
|
|
(777
|
)
|
|
|
|
|
|
|
|
|
|
|
Net change
|
|
|
13,619
|
|
|
|
10,219
|
|
|
|
(9,910
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance
|
|
$
|
95,874
|
|
|
$
|
82,255
|
|
|
$
|
72,036
|
|
|
|
|
|
|
|
|
|
|
|
On average, investments increased by $5,899,000, or 6.8%, during 2010, following an increase of
$3,990,000, or 4.8%, during 2009. The increase in both years was due to deposit growth outpacing
loan growth with the excess funding invested in short-term debt securities.
The investment area is managed according to internally established guidelines and quality
standards. Juniata segregates its investment securities portfolio into two classifications: those
held to maturity and those available for sale. Juniata classifies all new marketable investment
securities as available for sale, and currently holds no securities in the held to maturity
classification. At December 31, 2010, the market value of the entire securities portfolio was
greater than amortized cost by $597,000 as compared to December 31, 2009, when market value was
greater than amortized cost by $1,172,000. The weighted average maturity of the investment
portfolio was 2 years and 10 months as of both December 31, 2010 and December 31, 2009. The
weighted average maturity has remained short in order to achieve a desired level of liquidity.
Table 5, Maturity Distribution, in this Managements Discussion and Analysis of Financial
Condition shows the remaining maturity or earliest possible repricing for investment securities.
The following table sets forth the maturities of securities (in thousands) and the weighted average
yields of such securities by contractual maturities or call dates. Yields on obligations of states
and public subdivisions are presented on a tax-equivalent basis.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010
|
|
|
December 31, 2009
|
|
|
December 31, 2008
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
Weighted
|
|
Securities
|
|
Fair
|
|
|
Average
|
|
|
Fair
|
|
|
Average
|
|
|
Fair
|
|
|
Average
|
|
Type and maturity
|
|
Value
|
|
|
Yield
|
|
|
Value
|
|
|
Yield
|
|
|
Value
|
|
|
Yield
|
|
U.S. Treasury securities and obligations of U.S.
Government agencies and corporations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Within one year
|
|
$
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
$
|
21,851
|
|
|
|
3.92
|
%
|
After one year but within five years
|
|
|
34,783
|
|
|
|
1.68
|
%
|
|
|
32,620
|
|
|
|
2.31
|
%
|
|
|
3,117
|
|
|
|
4.68
|
%
|
After five years but within ten years
|
|
|
2,913
|
|
|
|
1.72
|
%
|
|
|
933
|
|
|
|
1.99
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,696
|
|
|
|
1.68
|
%
|
|
|
33,553
|
|
|
|
2.30
|
%
|
|
|
24,968
|
|
|
|
4.01
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligations of state and political subdivisions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Within one year
|
|
|
12,390
|
|
|
|
4.21
|
%
|
|
|
6,863
|
|
|
|
3.06
|
%
|
|
|
9,727
|
|
|
|
4.98
|
%
|
After one year but within five years
|
|
|
24,877
|
|
|
|
3.57
|
%
|
|
|
32,972
|
|
|
|
3.12
|
%
|
|
|
24,735
|
|
|
|
4.72
|
%
|
After five years but within ten years
|
|
|
1,626
|
|
|
|
4.04
|
%
|
|
|
562
|
|
|
|
3.23
|
%
|
|
|
1,053
|
|
|
|
5.23
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38,893
|
|
|
|
3.79
|
%
|
|
|
40,397
|
|
|
|
3.11
|
%
|
|
|
35,515
|
|
|
|
4.81
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate Notes and Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
After one year but within five years
|
|
|
1,028
|
|
|
|
4.00
|
%
|
|
|
1,026
|
|
|
|
4.00
|
%
|
|
|
957
|
|
|
|
4.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,028
|
|
|
|
4.00
|
%
|
|
|
1,026
|
|
|
|
4.00
|
%
|
|
|
957
|
|
|
|
4.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-backed securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
210
|
|
|
|
4.58
|
%
|
After five years but within ten years
|
|
|
1,345
|
|
|
|
5.51
|
%
|
|
|
1,515
|
|
|
|
5.43
|
%
|
|
|
1,657
|
|
|
|
5.48
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,345
|
|
|
|
5.51
|
%
|
|
|
1,515
|
|
|
|
5.43
|
%
|
|
|
1,867
|
|
|
|
5.38
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities
|
|
|
961
|
|
|
|
|
|
|
|
865
|
|
|
|
|
|
|
|
1,014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
79,923
|
|
|
|
|
|
|
$
|
77,356
|
|
|
|
|
|
|
$
|
64,321
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank Owned Life Insurance and Annuities
The Company periodically insures the lives of certain bank officers in order to provide
split-dollar life insurance benefits to some key officers and to offset the cost of providing
post-retirement benefits through non-qualified plans. Some annuities are also owned to provide cash
streams that match certain post-retirement liabilities. During 2008, a claim was submitted on one
of the life insurance policies that resulted in the receipt of $437,000, of which $258,000
represented recorded cash surrender value. See Note 7 of Notes to Consolidated Financial
Statements. The following table summarizes how the ending balances (in thousands) changed annually
in each of the last three years.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
Beginning balance
|
|
$
|
13,066
|
|
|
$
|
12,582
|
|
|
$
|
12,344
|
|
Bank-owned life insurance
|
|
|
531
|
|
|
|
530
|
|
|
|
282
|
|
Annuities
|
|
|
(29
|
)
|
|
|
(46
|
)
|
|
|
(44
|
)
|
|
|
|
|
|
|
|
|
|
|
Net change
|
|
|
502
|
|
|
|
484
|
|
|
|
238
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance
|
|
$
|
13,568
|
|
|
$
|
13,066
|
|
|
$
|
12,582
|
|
|
|
|
|
|
|
|
|
|
|
Investment in Unconsolidated Subsidiary
The Company 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, and
was carried at $3,550,000 as of December 31, 2010, of which $2,541,000 represents the underlying
equity in net assets of FNBL. The difference between the investment carrying amount and the amount
of the underlying equity, $1,009,000, is considered to be goodwill and is evaluated quarterly for
impairment. Any loss in value of the investment that is other than a temporary decline would 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 that would justify the carrying amount of the investment. The carrying
amount at December 31, 2010 represented an increase of $212,000 when compared to December 31, 2009.
In connection with this investment, two representatives of Juniata serve on the Board of Directors
of FNBL.
Goodwill and Intangible Assets
In 2006, the Company acquired a branch office in Richfield, PA. Completing this purchase was in
line with a strategic goal of the Company to expand its base into contiguous market areas within
rural Pennsylvania. Included in the purchase price of the branch was goodwill of $2,046,000.
Additionally, core deposit intangible was acquired and had carrying values of $254,000 and
$299,000, as of December 31, 2010 and December 31, 2009, respectively. The core deposit intangible
is being amortized over a ten-year period on a straight-line basis. Goodwill is not being
amortized, but is measured annually for impairment.
Deferred Taxes
The Company accounts for income taxes under the asset/liability method. Deferred tax assets and
liabilities are recognized for the future consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and their respective tax
bases, as well as operating loss and tax credit carry-forwards, if applicable. A valuation
allowance is established against deferred tax assets when, in the judgment of management, it is
more likely than not that such deferred tax assets will not become realizable. Management has
determined that there was no need for a valuation allowance for deferred taxes as of December 31,
2010 and 2009. As of December 31, 2010 and 2009, the Company recorded a net deferred tax asset of
$1,292,000 and $1,060,000, respectively, which was carried as a non-interest earning asset. The
decrease of $232,000 was primarily the result of the reduction of the gross unrealized gains in the
investment portfolio, reducing the deferred tax asset by $195,000. The remainder of the difference
was due to the various other changes in gross temporary tax differences. See Note 14 of Notes to
Consolidated Financial Statements.
Other Non-Interest Earning Assets
Other non-interest earning assets on average increased $1,484,000, or 6.7%, in 2010, after a
decrease of $1,032,000, or 4.4%, in 2009. The following table summarizes the components of the
non-interest earning asset category, and how the ending balances (in thousands) changed annually in
each of the last three years.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
Beginning balance
|
|
$
|
32,194
|
|
|
$
|
25,378
|
|
|
$
|
24,771
|
|
Cash and due from banks
|
|
|
(5,855
|
)
|
|
|
6,349
|
|
|
|
10
|
|
Premises and equipment, net
|
|
|
189
|
|
|
|
(496
|
)
|
|
|
102
|
|
Other real estate owned
|
|
|
(64
|
)
|
|
|
171
|
|
|
|
(6
|
)
|
Other receivables and prepaid expenses
|
|
|
(1,281
|
)
|
|
|
792
|
|
|
|
501
|
|
|
|
|
|
|
|
|
|
|
|
Net change
|
|
|
(7,011
|
)
|
|
|
6,816
|
|
|
|
607
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance
|
|
$
|
25,183
|
|
|
$
|
32,194
|
|
|
$
|
25,378
|
|
|
|
|
|
|
|
|
|
|
|
Deposits
For the year 2010, total deposits decreased $607,000. From year-end 2008 to year-end 2009, total
deposits increased by $20,366,000. The following table summarizes how the ending balances (in
thousands) changed annually in each of the last three years.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
Beginning balance
|
|
$
|
377,397
|
|
|
$
|
357,031
|
|
|
$
|
359,457
|
|
|
Demand deposits
|
|
|
5,666
|
|
|
|
830
|
|
|
|
5,445
|
|
Interest bearing demand deposits
|
|
|
5,612
|
|
|
|
13,667
|
|
|
|
(12,722
|
)
|
Savings deposits
|
|
|
4,576
|
|
|
|
5,422
|
|
|
|
3,237
|
|
Time deposits, $100,000 and greater
|
|
|
(4,354
|
)
|
|
|
(606
|
)
|
|
|
2,751
|
|
Time deposits, other
|
|
|
(12,107
|
)
|
|
|
1,053
|
|
|
|
(1,137
|
)
|
|
|
|
|
|
|
|
|
|
|
Net change
|
|
|
(607
|
)
|
|
|
20,366
|
|
|
|
(2,426
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance
|
|
$
|
376,790
|
|
|
$
|
377,397
|
|
|
$
|
357,031
|
|
|
|
|
|
|
|
|
|
|
|
The following table shows (in thousands of dollars) the comparison of average core deposits and
average time deposits as a percentage of total deposits for each of the last three years.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
|
Average
|
|
|
Increase(Decrease)
|
|
|
Average
|
|
|
Increase(Decrease)
|
|
|
Average
|
|
|
|
Balance
|
|
|
Amount
|
|
|
%
|
|
|
Balance
|
|
|
Amount
|
|
|
%
|
|
|
Balance
|
|
Indexed money market deposits
|
|
$
|
29,137
|
|
|
$
|
6,700
|
|
|
|
29.9
|
%
|
|
$
|
22,437
|
|
|
$
|
(4,957
|
)
|
|
|
(18.1
|
)%
|
|
$
|
27,394
|
|
Interest bearing demand deposits
|
|
|
46,854
|
|
|
|
444
|
|
|
|
1.0
|
|
|
|
46,410
|
|
|
|
1,753
|
|
|
|
3.9
|
|
|
|
44,657
|
|
Savings deposits
|
|
|
46,833
|
|
|
|
6,128
|
|
|
|
15.1
|
|
|
|
40,705
|
|
|
|
3,457
|
|
|
|
9.3
|
|
|
|
37,248
|
|
Demand deposits
|
|
|
55,656
|
|
|
|
4,319
|
|
|
|
8.4
|
|
|
|
51,337
|
|
|
|
2,200
|
|
|
|
4.5
|
|
|
|
49,137
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total core (transaction) accounts
|
|
|
178,480
|
|
|
|
17,591
|
|
|
|
10.9
|
|
|
|
160,889
|
|
|
|
2,453
|
|
|
|
1.5
|
|
|
|
158,436
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Time deposits, $100,000 and greater
|
|
|
38,257
|
|
|
|
(2,111
|
)
|
|
|
(5.2
|
)
|
|
|
40,368
|
|
|
|
1,838
|
|
|
|
4.8
|
|
|
|
38,530
|
|
Time deposits, other
|
|
|
158,951
|
|
|
|
(10,460
|
)
|
|
|
(6.2
|
)
|
|
|
169,411
|
|
|
|
3,132
|
|
|
|
1.9
|
|
|
|
166,279
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total time deposits
|
|
|
197,208
|
|
|
|
(12,571
|
)
|
|
|
(6.0
|
)
|
|
|
209,779
|
|
|
|
4,970
|
|
|
|
2.4
|
|
|
|
204,809
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deposits
|
|
$
|
375,688
|
|
|
$
|
5,020
|
|
|
|
1.4
|
%
|
|
$
|
370,668
|
|
|
$
|
7,423
|
|
|
|
2.0
|
%
|
|
$
|
363,245
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average deposits increased $5,020,000, or 1.4%, to $375,688,000 in 2010 following an increase in
2009 of $7,423,000, or 2.0%, to $370,668,000. In the latter part of 2008, consumer confidence in
banks in general declined, as concerns about a deepening recession and bank failures heightened.
Although our Companys lending practices, deposit-gathering strategies and business models for
growth bear little resemblance to those banks that failed or sought help from the government, we
believe that the medias negative portrayal of all banks created some fear that deposits were not
safe in any bank. In response to this concern, FDIC insurance protection was increased for all
banks temporarily, and Juniata opted to purchase the higher level of protection for our customers
for as long as it is available. It is obvious that customers continue to value the safety of
insured deposits and, we believe, the local familiarity that the Bank continues to offer; these
factors appear to be primary considerations for the majority of our customers. Responding to the
increased level of FDIC insurance and the soundness and stability of our Company, all types of
deposits, except indexed money market accounts, increased on average in 2009, by $12,380,000, or
3.7%, despite the reduction in general deposit rates that began when the Prime Rate and Federal
Funds Rate dropped to 3.25% and 0 25 basis points, respectively, in December 2008. During 2009
and 2010, prime and fed funds rates remained unchanged. In 2010, our interest-bearing depositors
tended to prefer shorter term, more liquid types of deposits, as we saw a decline of $12,571,000 on
average in time deposits and a
$13,272,000 increase in interest-bearing core transaction accounts. At the same time, average
balances of non-interest bearing demand deposits grew by 8.4%, or $4,319,000.
In 2009 and 2010, the federal funds target rate remained unchanged, at between zero and 0.25%. Not
only did many of our time depositors shift some of their funds to more liquid transaction accounts
during 2010, we also saw more time deposit customers opt for longer-term certificates of deposit
contracts, presumably to commit to longer terms in order to increase their yield. Of the
$204,065,000 in time deposits at December 31, 2009, 66% were scheduled to mature within one year.
As of December 31, 2010, 47% of the $187,604,000 of time deposits were scheduled to mature within
one year.
The consumer continues to have a need for transaction accounts, and the Bank is continuing to focus
on that need in order to build deposit relationships. Our products are geared toward low-cost
convenience and ease for the customer. The Companys strategy is to aggressively seek to grow
customer relationships by staying in touch with changing needs and new methods of connectivity,
resulting in attracting more of the deposit (and loan) market share.
Traditional banks such as ours have competition in the marketplace from many sources that directly
compete with traditional banking products. In keeping with our desire to provide our customers a
full array of financial services, we supplement the services traditionally offered by our Trust
Department by staffing our community offices with wealth management consultants that are licensed
and trained to sell variable and fixed rate annuities, mutual funds, stock brokerage services and
long-term care insurance. Although the sale of these products can reduce the Banks deposit levels,
these products offer solutions for our customers that traditional bank products cannot and allow us
to more completely service our community. Fee income from the sale of non-deposit products
(primarily annuities and mutual funds) was $358,000 and $446,000 in 2010 and 2009, respectively,
representing approximately 6% and 7%, respectively, of total pre-tax income.
Other Interest Bearing Liabilities
Because Juniata funds primarily with local deposits, high levels of debt are not necessary, as can
be seen in the table below. Occasionally, there is a need for short term, overnight borrowings that
are temporary in nature, and there are instances where long-term debt may be used in
matched-funding arrangements for particular loans. Juniatas average balances for all borrowings
decreased in each of the past two years and as of December 31, 2010, total borrowings were
$4,514,000.
Changes in Borrowings
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
|
Average
|
|
|
Increase(Decrease)
|
|
|
Average
|
|
|
Increase(Decrease)
|
|
|
Average
|
|
|
|
Balance
|
|
|
Amount
|
|
|
%
|
|
|
Balance
|
|
|
Amount
|
|
|
%
|
|
|
Balance
|
|
Repurchase agreements
|
|
$
|
3,051
|
|
|
$
|
682
|
|
|
|
28.8
|
%
|
|
$
|
2,369
|
|
|
$
|
(2,999
|
)
|
|
|
(55.9
|
)%
|
|
$
|
5,368
|
|
Short-term borrowings
|
|
|
155
|
|
|
|
(45
|
)
|
|
|
(22.5
|
)
|
|
|
200
|
|
|
|
(2,179
|
)
|
|
|
(91.6
|
)
|
|
|
2,379
|
|
Long-term debt
|
|
|
3,548
|
|
|
|
(1,452
|
)
|
|
|
(29.0
|
)
|
|
|
5,000
|
|
|
|
3,552
|
|
|
|
245.3
|
|
|
|
1,448
|
|
Other interest bearing liabilities
|
|
|
1,160
|
|
|
|
50
|
|
|
|
4.5
|
|
|
|
1,110
|
|
|
|
52
|
|
|
|
4.9
|
|
|
|
1,058
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
7,914
|
|
|
$
|
(765
|
)
|
|
|
(8.8
|
)%
|
|
$
|
8,679
|
|
|
$
|
(1,574
|
)
|
|
|
(15.4
|
)%
|
|
$
|
10,253
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Plans
Through its noncontributory pension plan, the Company provides pension benefits to substantially
all of its employees that were employed as of December 31, 2007. Benefits are provided based upon
an employees years of service and compensation. ASC Topic 715 gives guidance on the allowable
pension expense that is
recognized in any given year. Management must make subjective assumptions relating to amounts and
rates that are inherently uncertain. Please refer to Note 19 of Notes to Consolidated Financial
Statements.
Stockholders Equity
Total stockholders equity decreased by $627,000 in 2009, or 1.2%, while net income decreased by
3.7%. The decrease in stockholders equity resulted primarily from the repurchase of stock into
treasury, the reduction in the level of unrealized security gains and the increase in unamortized
expense related to the defined benefit retirement plan, aggregating a reduction of $2,075,000.
These reductions were partially offset by adding $1,390,000 in undistributed earnings. The
following table summarizes how the components of equity (in thousands) changed annually in each of
the last three years.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
Beginning balance
|
|
$
|
50,603
|
|
|
$
|
48,485
|
|
|
$
|
48,572
|
|
Net income
|
|
|
4,915
|
|
|
|
5,106
|
|
|
|
5,724
|
|
Dividends
|
|
|
(3,525
|
)
|
|
|
(3,386
|
)
|
|
|
(3,241
|
)
|
Stock-based compensation
|
|
|
58
|
|
|
|
40
|
|
|
|
40
|
|
Repurchase of stock, net of re-issuance
|
|
|
(1,415
|
)
|
|
|
(84
|
)
|
|
|
(1,440
|
)
|
Net change in unrealized security gains
|
|
|
(377
|
)
|
|
|
69
|
|
|
|
563
|
|
Defined benefit retirement plan adjustments net of tax
|
|
|
(283
|
)
|
|
|
373
|
|
|
|
(1,253
|
)
|
Effect of implementation of ASC Topic 715
|
|
|
|
|
|
|
|
|
|
|
(480
|
)
|
|
|
|
|
|
|
|
|
|
|
Net change
|
|
|
(627
|
)
|
|
|
2,118
|
|
|
|
(87
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance
|
|
$
|
49,976
|
|
|
$
|
50,603
|
|
|
$
|
48,485
|
|
|
|
|
|
|
|
|
|
|
|
On average, stockholders equity in 2010 was $50,654,000, as compared to $49,514,000 in 2009. At
December 31, 2010, Juniata held 488,061 shares of stock in treasury at a cost of $9,527,000 as
compared to 408,239 in 2009 at a cost of $8,131,000. These increases are a result of the stock
repurchase program in effect (see Note 15 of Notes to Consolidated Financial Statements). Although
managements goal was to increase return on average equity, it became more important to maintain
high levels of liquidity and capital adequacy. Return on average equity decreased to 9.70% in 2010
from 10.31% in 2009.
The Company periodically repurchases shares of its common stock under the share repurchase program
approved by the Board of Directors. In September of 2008, the Board of Directors authorized the
repurchase of an additional 200,000 shares of its common stock through its share repurchase
program. The program will remain authorized until all approved shares are repurchased, unless
terminated by the Board of Directors. Repurchases have typically been through open market
transactions and have complied with all regulatory restrictions on the timing and amount of such
repurchases. Shares repurchased have been added to treasury stock and accounted for at cost. These
shares may be periodically reissued for stock option exercises, employee stock purchase plan
purchases and to fulfill dividend reinvestment program needs. During 2010, 83,900 shares were
repurchased in conjunction with the current program. Remaining shares authorized for repurchase
were 122,036 as of December 31, 2010.
In 2010, Juniata increased its regular dividend by 5.1%, to $0.82 per common share. Per share
common regular dividends in prior years were $0.78 and $0.74 in 2009 and 2008, respectively. (See
Note 15 of Notes to Consolidated Financial Statements regarding restrictions on dividends from the
Bank to the Company.) In January 2011, the Board of Directors declared a dividend of $0.21 per
share for the first quarter of 2011 to stockholders of record on February 15, 2011, payable on
March 1, 2011.
Juniatas book value per share at December 31, 2010 was $11.74, as compared to $11.67 and $11.17 at
December 31, 2009 and 2008, respectively. Juniatas average equity to assets ratio for 2010, 2009
and 2008 was 11.54%, 11.38% and 11.35%, respectively. Refer also to the Capital Risk section in the
Asset / Liability management discussion that follows.
Asset / Liability Management Objectives
Management believes that optimal performance is achieved by maintaining overall risks at a low
level. Therefore, the objective of asset/liability management is to control risk and produce
consistent, high quality earnings independent of changing interest rates. The Company has
identified five major risk areas discussed below:
|
|
|
Liquidity Risk
|
|
|
|
|
Capital Risk
|
|
|
|
|
Market / Interest Rate Risk
|
|
|
|
|
Investment Portfolio Risk
|
|
|
|
|
Economic Risk
|
Liquidity Risk
Through liquidity risk management, we seek to maintain our ability to readily meet commitments to
fund loans, purchase assets and other securities and repay deposits and other liabilities. This
area also includes the ability to manage unplanned changes in funding sources and recognize and
address changes in market conditions that affect the quality of liquid assets. Juniata has
developed a methodology for assessing its liquidity risk through an analysis of its primary and
total liquidity sources. Three types of liquidity sources are (1) asset liquidity, (2) liability
liquidity and (3) off-balance sheet liquidity.
Asset liquidity refers to assets that we are quickly able to convert into cash, consisting of cash,
federal funds sold and securities. Short-term liquid assets generally consist of federal funds sold
and securities maturing over the next twelve months. The quality of our short-term liquidity is
very good: as federal funds are unimpaired by market risk and as bonds approach maturity, their
value moves closer to par value. Liquid assets tend to reduce earnings when there is not an
immediate use for such funds, since normally these assets generate income at a lower rate than
loans or other longer-term investments.
Liability liquidity refers to funding obtained through deposits. The largest challenge associated
with liability liquidity is cost. Juniatas ability to attract deposits depends primarily on
several factors, including sales effort, competitive interest rates and other conditions that help
maintain consumer confidence in the stability of the financial institution. Large certificates of
deposit, public funds and brokered deposits are all acceptable means of generating and providing
funding. If the cost is favorable or fits the overall cost structure of the Bank, then these
sources have many benefits. They are readily available, come in large block size, have
investor-defined maturities and are generally low maintenance.
Off-balance sheet liquidity is closely tied to liability liquidity. Sources of off-balance sheet
liquidity include Federal Home Loan Bank borrowings, repurchase agreements and federal funds lines
with correspondent banks. These sources provide immediate liquidity to the Bank. They are available
to be deployed when a need arises. These instruments also come in large block sizes, have
investor-defined maturities and generally require low maintenance.
Available liquidity encompasses all three sources of liquidity when determining liquidity
adequacy. It results from the Banks access to short-term funding sources for immediate needs and
long-term funding sources when the need is determined to be permanent. Management uses both
on-balance sheet liquidity and off-balance sheet liquidity to manage its liquidity position. The
Companys liquidity strategy is to maintain an adequate volume of high quality liquid instruments
to facilitate customer liquidity demands. Management also maintains sufficient capital, which
provides access to the liability and off-balance sheet sides of the balance sheet for funding. An
active knowledge of debt funding sources is important to liquidity adequacy.
Contingency funding management involves maintaining contingent sources of immediate liquidity.
Management believes that it must consider an array of available sources in terms of volume,
maturity, cash flows and pricing. To meet demands in the normal course of business or for
contingency, secondary sources of funding such as public funds deposits, collateralized loans,
sales of investment securities or sales of loan receivables are considered.
It is the Companys policy to maintain both a primary liquidity ratio and a total liquidity ratio
of at least 10% of total assets. The primary liquidity ratio equals liquid assets divided by total
assets, where liquid assets equal the sum of cash and due from banks, federal funds sold,
interest-bearing deposits with other banks and available for sale securities. Total liquidity is
comprised of all components noted in primary liquidity plus securities classified as
held-to-maturity, if any. If either of these liquidity ratios falls below 10%, it is the Companys
policy to increase liquidity in a timely manner to achieve the required ratio.
It is the Companys policy to maintain available liquidity at a minimum of 15% of total assets and
contingency liquidity at a minimum of 20% of total assets.
Juniata is a member of the Federal Home Loan Bank (FHLB) of Pittsburgh, which provides short-term
liquidity. The Bank uses this vehicle to satisfy temporary funding needs throughout the year. The
Company had no overnight advances on December 31, 2010 or on December 31, 2009.
The Banks maximum borrowing capacity with the FHLB is $163,767,000, with no balance outstanding as
of December 31, 2010. In order to borrow an amount in excess of $29,011,000, the FHLB would require
the Bank to purchase additional FHLB Stock. The FHLB is a source of both short-term and long-term
funding. The Bank must maintain sufficient qualifying collateral, as defined, to secure all
outstanding advances.
The Bank was party to an agreement with the FHLB for long-term debt through their Convertible
Select Loan product. The principal amount of the loan was $5,000,000 and had a two-year term,
maturing on September 17, 2010. The interest rate of 2.75% was fixed for the first year. The loan,
at the option of the FHLB, became convertible to an adjustable-rate loan or a fixed rate loan,
beginning on September 17, 2009 and quarterly thereafter. The debt was used by the Bank to
match-fund a specific commercial loan with similar balance and term.
Juniata needs liquid resources available to fulfill contractual obligations that require future
cash payments. The table below summarizes significant obligations to third parties, by type, that
are fixed and determined at December 31, 2010.
Presented below are the significant contractual obligations of the Company as of December 31, 2010
(in thousands of dollars). Further discussion of the nature of each obligation is included in the
referenced note to the consolidated financial statements.
Contractual Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One to
|
|
|
Three to
|
|
|
More than
|
|
|
|
Note
|
|
|
|
|
|
|
One Year
|
|
|
Three
|
|
|
Five
|
|
|
Five
|
|
|
|
Reference
|
|
|
Total
|
|
|
or Less
|
|
|
Years
|
|
|
Years
|
|
|
Years
|
|
Certificates of deposits
|
|
|
11
|
|
|
$
|
187,604
|
|
|
$
|
87,523
|
|
|
$
|
47,172
|
|
|
$
|
52,909
|
|
|
$
|
|
|
Federal Funds borrowed and
security repurchase agreements
|
|
|
12
|
|
|
|
3,314
|
|
|
|
3,314
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating lease obligations
|
|
|
13
|
|
|
|
241
|
|
|
|
97
|
|
|
|
78
|
|
|
|
44
|
|
|
|
22
|
|
Other long-term liabilities
3rd party data processor contract
|
|
|
22
|
|
|
|
3,960
|
|
|
|
528
|
|
|
|
1,056
|
|
|
|
1,056
|
|
|
|
1,320
|
|
Supplemental retirement and
deferred compensation
|
|
|
19
|
|
|
|
3,861
|
|
|
|
445
|
|
|
|
789
|
|
|
|
589
|
|
|
|
2,038
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
198,980
|
|
|
$
|
91,907
|
|
|
$
|
49,095
|
|
|
$
|
54,598
|
|
|
$
|
3,380
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The schedule of contractual obligations (above) excludes expected defined benefit retirement
payments that will be paid from the plan assets, as referenced in Note 19 of Notes to Consolidated
Financial Statements.
Capital Risk
The Company maintains sufficient core capital to protect depositors and stockholders and to take
advantage of business opportunities while ensuring that it has resources to absorb the risks
inherent in the business. Federal banking regulators have established capital adequacy requirements
for banks and bank holding companies based on risk factors, which require more capital backing for
assets with higher potential credit risk than assets with lower credit risk. All banks and bank
holding companies are required to have a minimum of 4% of risk adjusted assets in Tier I capital
and 8% of risk adjusted assets in Total capital (Tier I and Tier II capital). As of December 31,
2010 and 2009, Juniatas Tier I capital ratio was 18.29% and 17.52%, respectively, and its Total
capital ratio was 19.35% and 18.49%, respectively. Additionally, banking organizations must
maintain a minimum Tier I capital to total average asset (leverage) ratio of 3%. This 3% leverage
ratio is a minimum for the top-rated banking organizations without any supervisory, financial or
operational weaknesses or deficiencies. Other banking organizations are required to maintain
leverage capital ratios 100 to 200 basis points above the minimum depending on their financial
condition. At December 31, 2010 and 2009, Juniatas leverage ratio was 11.25% and 11.33%,
respectively, with a required leverage ratio of 4% (see Note 15 of Notes to the Consolidated
Financial Statements).
Market / Interest Rate 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 Company.
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 Company. The Companys
equity investments consist of common stocks of publicly traded financial institutions.
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 Company 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
Companys total assets as of December 31, 2010. Management performs an impairment analysis on the
entire investment portfolio, including the financial institutions stocks on a quarterly basis.
During 2010, other-than-temporary impairment was identified and recorded on one stock. 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 Corporations portfolio had an adjusted cost basis of approximately
$935,000 and a fair value of $961,000 at December 31, 2010. Net unrealized gains in this portfolio
were $26,000 at December 31, 2010.
In addition to its equity portfolio, the Companys investment management and trust services revenue
could be impacted by fluctuations in the securities markets. A portion of the Companys trust
revenue is based on the value of the underlying investment portfolios. If securities values
decline, the Companys trust revenue could be negatively impacted.
Interest rate risk creates exposure in two primary areas. First, changes in rates have an impact on
the Companys liquidity position and could affect its ability to meet obligations and continue to
grow. Second,
movements in interest rates can create fluctuations in the Companys net interest income and
changes in the economic value of equity.
The primary objective of the Companys 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 Companys balance sheet is relatively rate-neutral as rates would change
downward. Each 100 basis point increase results in approximately $93,000 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 above their floors and
likely internal deposit pricing strategies. After applying the effects of options, 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 $(41,000), $4,000, $78,000 and $152,000, 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 neutral in a rising rate environment. Juniatas 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
|
|
$
|
(375
|
)
|
|
$
|
527
|
|
|
$
|
152
|
|
300
|
|
|
(281
|
)
|
|
|
359
|
|
|
|
78
|
|
200
|
|
|
(187
|
)
|
|
|
191
|
|
|
|
4
|
|
100
|
|
|
(93
|
)
|
|
|
52
|
|
|
|
(41
|
)
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
-25
|
|
|
23
|
|
|
|
(36
|
)
|
|
|
(13
|
)
|
The net interest income at risk position remained within the guidelines established by the
Companys asset/liability policy.
Table 5, presented below, illustrates the maturity distribution of the Companys interest-sensitive
assets and liabilities as of December 31, 2010. Earliest re-pricing opportunities for variable and
adjustable rate products and scheduled maturities for fixed rate products have been placed in the
appropriate column to compute the cumulative sensitivity ratio (ratio of interest-earning assets to
interest-bearing liabilities). Securities with call features are treated as though the call date is
the maturity date. Through one year, the cumulative sensitivity ratio is 1.03, indicating a
well-matched balance sheet, with a minor amount of risk when measured on a static basis.
Table 5
MATURITY DISTRIBUTION
AS OF DECEMBER 31, 2010
(Dollars in thousands)
Remaining Maturity / Earliest Possible Repricing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Over Three
|
|
|
Over Six
|
|
|
Over One
|
|
|
|
|
|
|
|
|
|
Three
|
|
|
Months But
|
|
|
Months But
|
|
|
Year But
|
|
|
Over
|
|
|
|
|
|
|
Months
|
|
|
Within Six
|
|
|
Within One
|
|
|
Within Five
|
|
|
Five
|
|
|
|
|
|
|
or Less
|
|
|
Months
|
|
|
Year
|
|
|
Years
|
|
|
Years
|
|
|
Total
|
|
Interest Earning Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest bearing deposits
|
|
$
|
218
|
|
|
$
|
|
|
|
$
|
498
|
|
|
$
|
847
|
|
|
$
|
|
|
|
$
|
1,563
|
|
Federal funds sold
|
|
|
12,300
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,300
|
|
Investment securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt securities taxable
|
|
|
3,009
|
|
|
|
1,503
|
|
|
|
4,172
|
|
|
|
32,932
|
|
|
|
3,997
|
|
|
|
45,613
|
|
Debt securities tax-exempt
|
|
|
|
|
|
|
2,277
|
|
|
|
10,961
|
|
|
|
18,225
|
|
|
|
541
|
|
|
|
32,004
|
|
Mortgage-backed securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,345
|
|
|
|
|
|
|
|
1,345
|
|
Stocks
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
961
|
|
|
|
961
|
|
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial, financial, and agricultural
|
|
|
18,515
|
|
|
|
21
|
|
|
|
464
|
|
|
|
8,930
|
|
|
|
4,911
|
|
|
|
32,841
|
|
Real estate construction
|
|
|
3,262
|
|
|
|
228
|
|
|
|
1,476
|
|
|
|
2,301
|
|
|
|
3,761
|
|
|
|
11,028
|
|
Other loans
|
|
|
45,891
|
|
|
|
9,916
|
|
|
|
27,302
|
|
|
|
41,583
|
|
|
|
129,541
|
|
|
|
254,233
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Interest Earning Assets
|
|
|
83,195
|
|
|
|
13,945
|
|
|
|
44,873
|
|
|
|
106,163
|
|
|
|
143,712
|
|
|
|
391,888
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Bearing Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand deposits
|
|
|
33,094
|
|
|
|
814
|
|
|
|
3,255
|
|
|
|
11,393
|
|
|
|
32,822
|
|
|
|
81,378
|
|
Savings deposits
|
|
|
2,569
|
|
|
|
3,041
|
|
|
|
3,239
|
|
|
|
6,596
|
|
|
|
31,667
|
|
|
|
47,112
|
|
Certificates of deposit over $100,000
|
|
|
4,587
|
|
|
|
3,737
|
|
|
|
6,362
|
|
|
|
19,413
|
|
|
|
|
|
|
|
34,099
|
|
Time deposits
|
|
|
24,403
|
|
|
|
20,274
|
|
|
|
28,160
|
|
|
|
80,668
|
|
|
|
|
|
|
|
153,505
|
|
Securities sold under agreements to repurchase
|
|
|
3,314
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,314
|
|
Other interest bearing liabilities
|
|
|
1,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Interest Bearing Liabilities
|
|
|
69,167
|
|
|
|
27,866
|
|
|
|
41,016
|
|
|
|
118,070
|
|
|
|
64,489
|
|
|
|
320,608
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gap
|
|
$
|
14,028
|
|
|
$
|
(13,921
|
)
|
|
$
|
3,857
|
|
|
$
|
(11,907
|
)
|
|
$
|
79,223
|
|
|
$
|
71,280
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative Gap
|
|
$
|
14,028
|
|
|
$
|
107
|
|
|
$
|
3,964
|
|
|
$
|
(7,943
|
)
|
|
$
|
71,280
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative sensitivity ratio
|
|
|
1.20
|
|
|
|
1.00
|
|
|
|
1.03
|
|
|
|
0.97
|
|
|
|
1.22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial, financial and agricultural
loans maturing after one year with:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed interest rates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
8,741
|
|
|
$
|
4,910
|
|
|
$
|
13,651
|
|
Variable interest rates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
177
|
|
|
|
753
|
|
|
|
930
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
8,918
|
|
|
$
|
5,663
|
|
|
$
|
14,581
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Portfolio Risk
Management considers its investment portfolio risk as the amount of appreciation or depreciation
the investment portfolio will sustain when interest rates change. The securities portfolio will
decline in value when interest rates rise and increase in value when interest rates decline.
Securities with long maturities, excessive optionality (as a result of call features) and unusual
indexes tend to produce the most market risk during interest rate movements. Rate shocks of minus
100 and plus 100, 200 and 300 basis points were applied to the securities portfolio to determine
how Tier 1 capital would be affected if the securities portfolio had to be liquidated and all gains
and losses were recognized. The test revealed that, as of December 31, 2011, the risk-based capital
ratio would remain adequate under these scenarios.
Economic Risk
Economic risk is the risk that the long-term or underlying value of the Company will change if
interest rates change. Economic value of equity (EVE) represents the present value of the balance
sheet without regard to business continuity. Economic value of equity methodology requires us to
calculate the present value of all interest bearing instruments. Generally banks are exposed to
rising interest rates on an economic value of equity basis because of the inherent mismatch between
longer duration assets compared to shorter duration liabilities. A plus 200 basis point shock was
applied, resulting in a minimal change to EVE, indicating a stable value.
Off-Balance Sheet Arrangements
The Company has numerous off-balance sheet loan obligations that exist in order to meet the
financing needs of its customers. These financial instruments include commitments to extend credit,
unused lines of credit and letters of credit. Because many commitments are expected to expire
without being drawn upon, the total commitment amounts do not necessarily represent future cash
requirements. These instruments involve, to varying degrees, elements of credit and interest rate
risk that are not recognized in the consolidated financial statements. The Company does not expect
that these commitments will have an adverse effect on its liquidity position.
Exposure to credit loss in the event of non-performance by the other party to the financial
instrument for commitments to extend credit and financial guarantees written is represented by the
contractual notional amount of those instruments. The Company uses the same credit policies in
making these commitments as it does for on-balance sheet instruments.
The Company had outstanding loan origination commitments aggregating $23,623,000 and $31,587,000 at
December 31, 2010 and 2009, respectively. In addition, the Company had $13,843,000 and $15,002,000
outstanding in unused lines of credit commitments extended to its customers at December 31, 2010
and 2009, respectively.
Letters of credit are instruments issued by the Company that guarantee the beneficiary payment by
the Bank in the event of default by the Companys customer in the non-performance of an obligation
or service. Most letters of credit are extended for one-year periods. The credit risk involved in
issuing letters of credit is essentially the same as that involved in extending loan facilities to
customers. The Company holds collateral supporting those commitments for which collateral is deemed
necessary. The amount of the liability as of December 31, 2010 and 2009 for guarantees under
letters of credit issued is not material.
The maximum undiscounted exposure related to these commitments at December 31, 2010 was $845,000,
and the approximate value of underlying collateral upon liquidation that would be expected to cover
this maximum potential exposure was $1,001,000.
In 2009, the Company executed an agreement to obtain technology outsourcing services through an
outside service bureau, and those services began in June 2010. The agreement provides for
termination fees if the
Company cancels the services prior to the end of the 8-year commitment period. The termination fee
would be an amount equal to one hundred percent of the estimated remaining value of the terminated
services if terminated in the first contract year, ninety percent of the estimated remaining value
of the terminated services if terminated in the second contract year, eighty percent and seventy
percent of the remaining value of the terminated services if terminated in the third and fourth
contract years, respectively, and sixty percent of the remaining value of the terminated services
if terminated in contract years five through eight. Termination fees are estimated to be
approximately $3,960,000 at December 31, 2010.
The Company 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.
Effects of Inflation
The performance of a bank is affected more by changes in interest rates than by inflation;
therefore, the effect of inflation is normally not as significant as it is on other businesses and
industries. During periods of high inflation, the money supply usually increases and banks normally
experience above average growth in assets, loans and deposits. A banks operating expenses may
increase during inflationary times as the price of goods and services increase.
A banks performance is also affected during recessionary periods. In times of recession, a bank
usually experiences a tightening on its earning assets and on its profits. A recession is usually
an indicator of higher unemployment rates, which could mean an increase in the number of
nonperforming loans because of continued layoffs and other deterioration of consumers financial
condition.
Report on Managements Assessment of Internal Control over Financial Reporting
The management of the Company is responsible for establishing and maintaining effective disclosure
controls and procedures, as defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange
Act of 1934. As of December 31, 2010, an evaluation was performed under the supervision and with
the participation of Management, including the Chief Executive Officer and Chief Financial Officer,
of the effectiveness of the design and operation of the Companys disclosure controls and
procedures. Based on that evaluation, management concluded that disclosure controls and procedures
as of December 31, 2010 were effective in ensuring material information required to be disclosed in
this Annual Report on Form 10-K was recorded, processed, summarized and reported on a timely basis.
Additionally, there were no changes in the Companys internal control over financial reporting.
Managements responsibilities related to establishing and maintaining effective disclosure controls
and procedures include maintaining effective internal control over financial reporting that are
designed to produce reliable financial statements in accordance with accounting principles
generally accepted in the United States of America. As disclosed in the Report on Managements
Assessment of Internal Control Over Financial Reporting, Management assessed the Companys system
of internal control over financial reporting as of December 31, 2010, in relation to criteria for
effective internal control over financial reporting as described in
Internal Control Integrated
Framework
, issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Based on this assessment, Management believes that, as of December 31, 2010, its system of internal
control over financial reporting met those criteria and is effective.
The independent registered public accounting firm that audited the consolidated financial
statements included in the annual report has issued an attestation report on the registrants
internal control over financial reporting.
Marcie A. Barber, President and Chief Executive Officer
JoAnn N. McMinn, Chief Financial Officer
Report of Independent Registered Public Accounting Firm on Effectiveness of Internal Control over
Financial Reporting
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
Juniata Valley Financial Corp.
Mifflintown, Pennsylvania
We have audited Juniata Valley Financial Corp. and its wholly-owned subsidiarys The Juniata
Valley Bank, (the Company) internal control over financial reporting as of December 31, 2010,
based on criteria established in
Internal Control-Integrated Framework
issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). The Companys management is
responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting included in the
accompanying Report on Managements Assessment of Internal Control over Financial Reporting. Our
responsibility is to express an opinion on the Companys internal control over financial reporting
based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit of internal control over financial reporting
included obtaining an understanding of internal control over financial reporting, assessing the
risk that a material weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. Our audit also included performing
such other procedures as we considered necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinion.
A companys internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting
principles. A companys internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the companys assets that could have
a material effect on the consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent
or detect misstatements. Also, projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company, maintained, in all material respects, effective internal control
over financial reporting as of December 31, 2010, based on criteria established in
Internal
Control-Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO).
We have also audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the consolidated statements of financial condition of Juniata
Valley Financial Corp. and its wholly-owned subsidiary, The Juniata Valley Bank as of December 31,
2010 and 2009 and the related consolidated statements of income, stockholders equity and cash
flows for each of the years in the three-year period ended December 31, 2010, and our report dated
March 15, 2011 expressed an unqualified opinion.
ParenteBeard LLC
Lancaster, Pennsylvania
March 15, 2011
Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
Juniata Valley Financial Corp.
Mifflintown, Pennsylvania
We have audited the accompanying consolidated statements of financial condition of Juniata
Valley Financial Corp. and its wholly-owned subsidiary, The Juniata Valley Bank, (the Company) as
of December 31, 2010 and 2009, and the related consolidated statements of income, stockholders
equity, and cash flows for each of the years in the three-year period ended December 31, 2010.
These consolidated financial statements are the responsibility of the Companys management. Our
responsibility is to express an opinion on these consolidated financial statements based on our
audits.
We conducted our audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the consolidated financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by management as well as evaluating
the overall financial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Juniata Valley Financial Corp. and its wholly-owned
subsidiary, The Juniata Valley Bank, as of December 31, 2010 and 2009 and the results of their
operations and their cash flows for each of the years in the three-year period ended December 31,
2010 in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the Companys internal control over financial reporting as of
December 31, 2010, based on criteria established in
Internal Control-Integrated Framework
issued by
the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated
March 15, 2011 expressed an unqualified opinion.
ParenteBeard LLC
Lancaster, Pennsylvania
March 15, 2011
Juniata Valley Financial Corp. and Subsidiary
Consolidated Statements of Financial Condition
(in thousands, except share data)
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Cash and due from banks
|
|
$
|
12,758
|
|
|
$
|
18,613
|
|
Interest bearing deposits with banks
|
|
|
218
|
|
|
|
82
|
|
Federal funds sold
|
|
|
12,300
|
|
|
|
1,200
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
25,276
|
|
|
|
19,895
|
|
|
|
|
|
|
|
|
|
|
Interest bearing time deposits with banks
|
|
|
1,345
|
|
|
|
1,420
|
|
Securities available for sale
|
|
|
79,923
|
|
|
|
77,356
|
|
Restricted investment in Federal Home Loan Bank (FHLB) stock
|
|
|
2,088
|
|
|
|
2,197
|
|
Investment in unconsolidated subsidiary
|
|
|
3,550
|
|
|
|
3,338
|
|
|
Total loans, net of unearned interest
|
|
|
298,102
|
|
|
|
311,630
|
|
Less: Allowance for loan losses
|
|
|
(2,824
|
)
|
|
|
(2,719
|
)
|
|
|
|
|
|
|
|
Total loans, net of allowance for loan losses
|
|
|
295,278
|
|
|
|
308,911
|
|
Premises and equipment, net
|
|
|
7,067
|
|
|
|
6,878
|
|
Other real estate owned
|
|
|
412
|
|
|
|
476
|
|
Bank owned life insurance and annuities
|
|
|
13,568
|
|
|
|
13,066
|
|
Core deposit intangible
|
|
|
254
|
|
|
|
299
|
|
Goodwill
|
|
|
2,046
|
|
|
|
2,046
|
|
Accrued interest receivable and other assets
|
|
|
4,946
|
|
|
|
6,227
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
435,753
|
|
|
$
|
442,109
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
Deposits:
|
|
|
|
|
|
|
|
|
Non-interest bearing
|
|
$
|
60,696
|
|
|
$
|
55,030
|
|
Interest bearing
|
|
|
316,094
|
|
|
|
322,367
|
|
|
|
|
|
|
|
|
Total deposits
|
|
|
376,790
|
|
|
|
377,397
|
|
|
|
|
|
|
|
|
|
|
Securities sold under agreements to repurchase
|
|
|
3,314
|
|
|
|
3,207
|
|
Long-term debt
|
|
|
|
|
|
|
5,000
|
|
Other interest bearing liabilities
|
|
|
1,200
|
|
|
|
1,146
|
|
Accrued interest payable and other liabilities
|
|
|
4,473
|
|
|
|
4,756
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
385,777
|
|
|
|
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 -
|
|
|
|
|
|
|
|
|
4,257,765 shares at December 31, 2010;
|
|
|
|
|
|
|
|
|
4,337,587 shares at December 31, 2009
|
|
|
4,746
|
|
|
|
4,746
|
|
Surplus
|
|
|
18,354
|
|
|
|
18,315
|
|
Retained earnings
|
|
|
37,868
|
|
|
|
36,478
|
|
Accumulated other comprehensive loss
|
|
|
(1,465
|
)
|
|
|
(805
|
)
|
Cost of common stock in Treasury:
|
|
|
|
|
|
|
|
|
488,061 shares at December 31, 2010;
|
|
|
|
|
|
|
|
|
408,239 shares at December 31, 2009
|
|
|
(9,527
|
)
|
|
|
(8,131
|
)
|
|
|
|
|
|
|
|
Total stockholders equity
|
|
|
49,976
|
|
|
|
50,603
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity
|
|
$
|
435,753
|
|
|
$
|
442,109
|
|
|
|
|
|
|
|
|
See Notes to Consolidated Financial Statements
Juniata Valley Financial Corp. and Subsidiary
Consolidated Statements of Income
(in thousands, except share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
Interest income:
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans, including fees
|
|
$
|
19,537
|
|
|
$
|
20,787
|
|
|
$
|
22,100
|
|
Taxable securities
|
|
|
973
|
|
|
|
1,163
|
|
|
|
1,666
|
|
Tax-exempt securities
|
|
|
1,016
|
|
|
|
1,152
|
|
|
|
1,082
|
|
Other interest income
|
|
|
48
|
|
|
|
166
|
|
|
|
382
|
|
|
|
|
|
|
|
|
|
|
|
Total interest income
|
|
|
21,574
|
|
|
|
23,268
|
|
|
|
25,230
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
|
5,387
|
|
|
|
7,116
|
|
|
|
8,895
|
|
Securities sold under agreements to repurchase
|
|
|
3
|
|
|
|
2
|
|
|
|
69
|
|
Short-term borrowings
|
|
|
1
|
|
|
|
1
|
|
|
|
21
|
|
Long-term debt
|
|
|
99
|
|
|
|
140
|
|
|
|
41
|
|
Other interest bearing liabilities
|
|
|
12
|
|
|
|
20
|
|
|
|
31
|
|
|
|
|
|
|
|
|
|
|
|
Total interest expense
|
|
|
5,502
|
|
|
|
7,279
|
|
|
|
9,057
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
|
16,072
|
|
|
|
15,989
|
|
|
|
16,173
|
|
Provision for loan losses
|
|
|
741
|
|
|
|
627
|
|
|
|
421
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income after provision for loan losses
|
|
|
15,331
|
|
|
|
15,362
|
|
|
|
15,752
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest income:
|
|
|
|
|
|
|
|
|
|
|
|
|
Trust fees
|
|
|
378
|
|
|
|
361
|
|
|
|
389
|
|
Customer service fees
|
|
|
1,428
|
|
|
|
1,673
|
|
|
|
1,660
|
|
Earnings on bank owned life insurance and annuities
|
|
|
510
|
|
|
|
444
|
|
|
|
486
|
|
Commissions from sales of non-deposit products
|
|
|
358
|
|
|
|
446
|
|
|
|
704
|
|
Income from unconsolidated subsidiary
|
|
|
250
|
|
|
|
217
|
|
|
|
207
|
|
Securities impairment charge
|
|
|
(40
|
)
|
|
|
(226
|
)
|
|
|
(554
|
)
|
Gain on sales or calls of securities
|
|
|
31
|
|
|
|
17
|
|
|
|
33
|
|
Gain (Loss) on sales of other assets
|
|
|
79
|
|
|
|
(19
|
)
|
|
|
58
|
|
Gain on life insurance proceeds
|
|
|
|
|
|
|
|
|
|
|
179
|
|
Prior period income from insurance sales
|
|
|
|
|
|
|
323
|
|
|
|
|
|
Other noninterest income
|
|
|
940
|
|
|
|
935
|
|
|
|
875
|
|
|
|
|
|
|
|
|
|
|
|
Total noninterest income
|
|
|
3,934
|
|
|
|
4,171
|
|
|
|
4,037
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee compensation expense
|
|
|
5,052
|
|
|
|
4,958
|
|
|
|
5,078
|
|
Employee benefits
|
|
|
1,565
|
|
|
|
1,667
|
|
|
|
1,373
|
|
Occupancy
|
|
|
939
|
|
|
|
940
|
|
|
|
928
|
|
Equipment
|
|
|
565
|
|
|
|
612
|
|
|
|
710
|
|
Data processing expense
|
|
|
1,397
|
|
|
|
1,325
|
|
|
|
1,375
|
|
Director compensation
|
|
|
335
|
|
|
|
416
|
|
|
|
417
|
|
Professional fees
|
|
|
515
|
|
|
|
392
|
|
|
|
379
|
|
Taxes, other than income
|
|
|
469
|
|
|
|
476
|
|
|
|
500
|
|
FDIC Insurance premiums
|
|
|
534
|
|
|
|
634
|
|
|
|
59
|
|
Intangible amortization
|
|
|
45
|
|
|
|
45
|
|
|
|
45
|
|
Other noninterest expense
|
|
|
1,304
|
|
|
|
1,154
|
|
|
|
1,144
|
|
|
|
|
|
|
|
|
|
|
|
Total noninterest expense
|
|
|
12,720
|
|
|
|
12,619
|
|
|
|
12,008
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
6,545
|
|
|
|
6,914
|
|
|
|
7,781
|
|
Provision for income taxes
|
|
|
1,630
|
|
|
|
1,808
|
|
|
|
2,057
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
4,915
|
|
|
$
|
5,106
|
|
|
$
|
5,724
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
1.14
|
|
|
$
|
1.18
|
|
|
$
|
1.31
|
|
Diluted
|
|
$
|
1.14
|
|
|
$
|
1.18
|
|
|
$
|
1.31
|
|
Cash dividends declared per share
|
|
$
|
0.82
|
|
|
$
|
0.78
|
|
|
$
|
0.74
|
|
Weighted average basic shares outstanding
|
|
|
4,297,443
|
|
|
|
4,341,097
|
|
|
|
4,376,077
|
|
Weighted average diluted shares outstanding
|
|
|
4,300,966
|
|
|
|
4,345,236
|
|
|
|
4,385,612
|
|
See Notes to Consolidated Financial Statements
Juniata Valley Financial Corp. and Subsidiary
Consolidated Statements of Stockholders Equity
(in thousands, except share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, 2010, 2009 and 2008
|
|
|
|
Number
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
Total
|
|
|
|
Shares
|
|
|
Common
|
|
|
|
|
|
|
Retained
|
|
|
Comprehensive
|
|
|
Treasury
|
|
|
Stockholders
|
|
|
|
Outstanding
|
|
|
Stock
|
|
|
Surplus
|
|
|
Earnings
|
|
|
Loss
|
|
|
Stock
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2007
|
|
|
4,409,445
|
|
|
$
|
4,746
|
|
|
$
|
18,297
|
|
|
$
|
32,755
|
|
|
$
|
(557
|
)
|
|
$
|
(6,669
|
)
|
|
$
|
48,572
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,724
|
|
|
|
|
|
|
|
|
|
|
|
5,724
|
|
Change in unrealized gains on securities
available for sale, net of reclassification adjustment and tax effects
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
563
|
|
|
|
|
|
|
|
563
|
|
Defined benefit retirement plan
adjustments, net of tax effects
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,253
|
)
|
|
|
|
|
|
|
(1,253
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,034
|
|
Implementation of ASC Topic 715
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(480
|
)
|
|
|
|
|
|
|
|
|
|
|
(480
|
)
|
Cash dividends at $0.74 per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,241
|
)
|
|
|
|
|
|
|
|
|
|
|
(3,241
|
)
|
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
40
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40
|
|
Purchase of treasury stock, at cost
|
|
|
(72,955
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,518
|
)
|
|
|
(1,518
|
)
|
Treasury stock issued for stock option
and stock purchase plans
|
|
|
4,565
|
|
|
|
|
|
|
|
(13
|
)
|
|
|
|
|
|
|
|
|
|
|
91
|
|
|
|
78
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2008
|
|
|
4,341,055
|
|
|
|
4,746
|
|
|
|
18,324
|
|
|
|
34,758
|
|
|
|
(1,247
|
)
|
|
|
(8,096
|
)
|
|
|
48,485
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,106
|
|
|
|
|
|
|
|
|
|
|
|
5,106
|
|
Change in unrealized gains on securities
available for sale, net of reclassification adjustment and tax effects
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
69
|
|
|
|
|
|
|
|
69
|
|
Defined benefit retirement plan
adjustments, net of tax effects
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
373
|
|
|
|
|
|
|
|
373
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,548
|
|
Cash dividends at $0.78 per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,386
|
)
|
|
|
|
|
|
|
|
|
|
|
(3,386
|
)
|
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
40
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40
|
|
Purchase of treasury stock, at cost
|
|
|
(12,600
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(217
|
)
|
|
|
(217
|
)
|
Treasury stock issued for stock option
and stock purchase plans
|
|
|
9,132
|
|
|
|
|
|
|
|
(49
|
)
|
|
|
|
|
|
|
|
|
|
|
182
|
|
|
|
133
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2009
|
|
|
4,337,587
|
|
|
|
4,746
|
|
|
|
18,315
|
|
|
|
36,478
|
|
|
|
(805
|
)
|
|
|
(8,131
|
)
|
|
|
50,603
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,915
|
|
|
|
|
|
|
|
|
|
|
|
4,915
|
|
Change in unrealized gains on securities
available for sale, net of reclassification adjustment and tax effects
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(377
|
)
|
|
|
|
|
|
|
(377
|
)
|
Defined benefit retirement plan
adjustments, net of tax effects
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(283
|
)
|
|
|
|
|
|
|
(283
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,255
|
|
Cash dividends at $0.82 per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,525
|
)
|
|
|
|
|
|
|
|
|
|
|
(3,525
|
)
|
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
58
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
58
|
|
Purchase of treasury stock, at cost
|
|
|
(83,900
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,476
|
)
|
|
|
(1,476
|
)
|
Treasury stock issued for stock option
and stock purchase plans
|
|
|
4,078
|
|
|
|
|
|
|
|
(19
|
)
|
|
|
|
|
|
|
|
|
|
|
80
|
|
|
|
61
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2010
|
|
|
4,257,765
|
|
|
$
|
4,746
|
|
|
$
|
18,354
|
|
|
$
|
37,868
|
|
|
$
|
(1,465
|
)
|
|
$
|
(9,527
|
)
|
|
$
|
49,976
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See Notes to Consolidated Financial Statements
Juniata Valley Financial Corp. and Subsidiary
Consolidated Statements of Cash Flows
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
Operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
4,915
|
|
|
$
|
5,106
|
|
|
$
|
5,724
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for loan losses
|
|
|
741
|
|
|
|
627
|
|
|
|
421
|
|
Depreciation
|
|
|
565
|
|
|
|
587
|
|
|
|
691
|
|
Net amortization of securities premiums
|
|
|
293
|
|
|
|
220
|
|
|
|
126
|
|
Net amortization of loan origination costs
|
|
|
28
|
|
|
|
45
|
|
|
|
25
|
|
Amortization of core deposit intangible
|
|
|
45
|
|
|
|
45
|
|
|
|
45
|
|
Securities impairment charge
|
|
|
40
|
|
|
|
226
|
|
|
|
554
|
|
Net realized gains on sales or calls of securities
|
|
|
(31
|
)
|
|
|
(17
|
)
|
|
|
(33
|
)
|
Net losses (gains) on sales of other assets
|
|
|
(79
|
)
|
|
|
19
|
|
|
|
(58
|
)
|
Earnings on bank owned life insurance and annuities
|
|
|
(510
|
)
|
|
|
(444
|
)
|
|
|
(486
|
)
|
Bank owned life insurance proceeds in excess of cash surrender value
|
|
|
|
|
|
|
|
|
|
|
(179
|
)
|
Deferred income tax expense
|
|
|
163
|
|
|
|
223
|
|
|
|
609
|
|
Equity in earnings of unconsolidated subsidiary, net of dividends of $40,
$46 and $0
|
|
|
(210
|
)
|
|
|
(171
|
)
|
|
|
(207
|
)
|
Stock-based compensation expense
|
|
|
58
|
|
|
|
40
|
|
|
|
40
|
|
Decrease (increase) in accrued interest receivable and other assets
|
|
|
1,064
|
|
|
|
(927
|
)
|
|
|
(962
|
)
|
Decrease in accrued interest payable and other liabilities
|
|
|
(208
|
)
|
|
|
(869
|
)
|
|
|
(2,066
|
)
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
6,874
|
|
|
|
4,710
|
|
|
|
4,244
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of:
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities available for sale
|
|
|
(53,198
|
)
|
|
|
(56,245
|
)
|
|
|
(36,063
|
)
|
FHLB stock
|
|
|
|
|
|
|
|
|
|
|
(1,419
|
)
|
Premises and equipment
|
|
|
(754
|
)
|
|
|
(128
|
)
|
|
|
(838
|
)
|
Bank owned life insurance and annuities
|
|
|
(70
|
)
|
|
|
(120
|
)
|
|
|
(94
|
)
|
Proceeds from:
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales of securities available for sale
|
|
|
|
|
|
|
5,004
|
|
|
|
9
|
|
Maturities of and principal repayments on:
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities available for sale
|
|
|
49,754
|
|
|
|
37,908
|
|
|
|
38,987
|
|
Redemption of FHLB stock
|
|
|
109
|
|
|
|
|
|
|
|
317
|
|
Bank owned life insurance and annuities
|
|
|
57
|
|
|
|
68
|
|
|
|
511
|
|
Sale of other real estate owned
|
|
|
911
|
|
|
|
603
|
|
|
|
311
|
|
Sale of property owned for investment and other assets
|
|
|
|
|
|
|
160
|
|
|
|
322
|
|
Net decrease in interest bearing time deposits
|
|
|
75
|
|
|
|
3,905
|
|
|
|
200
|
|
Net decrease (increase) in loans receivable
|
|
|
12,063
|
|
|
|
2,049
|
|
|
|
(17,595
|
)
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities
|
|
|
8,947
|
|
|
|
(6,796
|
)
|
|
|
(15,352
|
)
|
Financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (decrease) increase in deposits
|
|
|
(607
|
)
|
|
|
20,366
|
|
|
|
(2,426
|
)
|
Net increase (decrease) in short-term borrowings and securities
|
|
|
|
|
|
|
|
|
|
|
|
|
sold under agreements to repurchase
|
|
|
107
|
|
|
|
(7,372
|
)
|
|
|
5,148
|
|
Issuance of long-term debt
|
|
|
|
|
|
|
|
|
|
|
5,000
|
|
Repayment of long-term debt
|
|
|
(5,000
|
)
|
|
|
|
|
|
|
|
|
Cash dividends
|
|
|
(3,525
|
)
|
|
|
(3,386
|
)
|
|
|
(3,241
|
)
|
Purchase of treasury stock
|
|
|
(1,476
|
)
|
|
|
(217
|
)
|
|
|
(1,518
|
)
|
Treasury stock issued for employee stock plans
|
|
|
61
|
|
|
|
133
|
|
|
|
78
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by financing activities
|
|
|
(10,440
|
)
|
|
|
9,524
|
|
|
|
3,041
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
5,381
|
|
|
|
7,438
|
|
|
|
(8,067
|
)
|
Cash and cash equivalents at beginning of year
|
|
|
19,895
|
|
|
|
12,457
|
|
|
|
20,524
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of year
|
|
$
|
25,276
|
|
|
$
|
19,895
|
|
|
$
|
12,457
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental information:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest paid
|
|
$
|
5,684
|
|
|
$
|
7,399
|
|
|
$
|
9,255
|
|
Income taxes paid
|
|
|
1,305
|
|
|
|
1,340
|
|
|
|
2,100
|
|
Supplemental schedule of noncash investing and financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Transfer of loans to other real estate owned
|
|
$
|
758
|
|
|
$
|
814
|
|
|
$
|
305
|
|
Transfer of loans to other assets owned
|
|
|
1
|
|
|
|
74
|
|
|
|
|
|
Transfer of fixed asset to other assets
|
|
|
|
|
|
|
|
|
|
|
45
|
|
See Notes to Consolidated Financial Statements
JUNIATA VALLEY FINANCIAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008
Nature Of Operations
Juniata Valley Financial Corp. (Juniata or the Company) is a bank holding company operating in
central Pennsylvania, for the purpose of delivering financial services within its local market.
Through its wholly-owned banking subsidiary, The Juniata Valley Bank (the Bank), Juniata provides
retail and commercial banking and other financial services through 12 branch locations located in
Juniata, Mifflin, Perry and Huntingdon counties. Additionally, in Mifflin and Centre counties, the
Company maintains two offices for loan production and alternative investment sales. Each of the
Companys lines of business are part of the same reporting segment, whose operating results are
regularly reviewed and managed by a centralized executive management group. The Bank provides a
full range of banking services including on-line banking, an automatic teller machine network,
checking accounts, NOW accounts, savings accounts, money market accounts, fixed rate certificates
of deposit, club accounts, secured and unsecured commercial and consumer loans, construction and
mortgage loans, safe deposit facilities, credit loans with overdraft checking protection and
student loans. The Bank also provides a variety of trust services. The Company has a contractual
arrangement with a broker-dealer to allow the offering of annuities, mutual funds, stock and bond
brokerage services and long-term care insurance to its local market. Most of the Companys
commercial customers are small and mid-sized businesses operating in the Banks local service area.
The Bank operates under a state bank charter and is subject to regulation by the Pennsylvania
Department of Banking and the Federal Deposit Insurance Corporation. The bank holding company
(parent company) is subject to regulation of the Federal Reserve Bank of Philadelphia.
1. Summary of Significant Accounting Policies
The accounting policies of Juniata Valley Financial Corp. and its wholly owned subsidiary conform
to U.S. generally accepted accounting principles (GAAP) and to general financial services
industry practices. A summary of the more significant accounting policies applied in the
preparation of the accompanying consolidated financial statements follows.
Principles of consolidation
The consolidated financial statements include the accounts of Juniata Valley Financial Corp.
and its wholly owned subsidiary, The Juniata Valley Bank. All significant intercompany
transactions and balances have been eliminated.
Use of estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting
principles requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. Material estimates that
are particularly susceptible to significant change in the near term relate to the
determination of the allowance for loan losses, the valuation of deferred tax assets, core
deposit intangible and goodwill valuation, determination of the pension asset position,
determination of other-than-temporary impairment on securities and the potential impairment of
restricted stock.
Significant group concentrations of credit risk
Most of the Companys activities are with customers located within the Juniata Valley region.
Note 4 discusses the types of securities in which the Company invests. Note 5 discusses the
types of lending in which the Company engages.
As of December 31, 2010, there were no concentrations of credit to any particular industry
equaling 25% or more of total capital. The Banks business activities are geographically
concentrated in the counties of Juniata, Mifflin, Perry, Huntingdon, Centre, Franklin and
Snyder, Pennsylvania. The Bank has a diversified loan portfolio; however, a substantial
portion of its debtors ability to honor their obligations is dependent upon the economy in
central Pennsylvania.
Cash and cash equivalents
For purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts
due from banks, interest bearing demand deposits with banks and federal funds sold. Generally,
federal funds are sold for one-day periods.
Interest bearing time deposits with banks
Interest-bearing time deposits with banks consist of certificates of deposits in other banks
with maturities within one year to three years.
Securities
Securities classified as available for sale, which include marketable investment securities,
are stated at fair value, with the unrealized gains and losses, net of tax, reported as a
component of comprehensive income, until realized. Securities classified as available for sale
are those securities that the Company intends to hold for an indefinite period of time but not
necessarily to maturity. Any decision to sell a security classified as available for sale
would be based on various factors, including significant movement in interest rates, changes
in maturity mix of the Companys assets and liabilities, liquidity needs, regulatory capital
considerations and other similar factors. Investment securities for which management has the
positive intent and ability to hold the security to maturity regardless of changes in market
conditions, liquidity needs or changes in general economic conditions are classified as held
to maturity and are stated at cost, adjusted for amortization of premium and accretion of
discount computed by the interest method over their contractual lives. Interest and dividends
on investment securities available for sale and held to maturity are recognized as income when
earned. Premiums and discounts are recognized in interest income using the interest method
over the terms of the securities. Gains or losses on the disposition of securities available
for sale are based on the net proceeds and the adjusted carrying amount of the securities
sold, determined on a specific identification basis.
The Companys policy requires quarterly reviews of impaired securities. This review includes
analyzing the length of time and the extent to which the fair value has been less than cost
and the financial condition and near-term prospects of the issuer, including any specific
events which may influence the operations of the issuer. In addition, for debt securities, the
Company considers (a) whether management has the intent to sell the security, (b) it is more
likely than not that we will be required to sell the security prior to its anticipated
recovery and (c) whether management expects to recover the entire amortized cost basis. For
equity securities, management considers the intent and ability to hold securities until
recovery of unrealized losses. Declines in fair value of impaired securities below their cost
that are deemed to be other-than-temporary are reflected in earnings as realized losses.
Management determines the appropriate classification of debt securities at the time of
purchase and re-evaluates such designation as of each balance sheet date.
Restricted Investment in Federal Home Loan Bank Stock
The Bank owns restricted stock investments in the Federal Home Loan Bank. Federal law requires
a member institution of the Federal Home Loan Bank to hold stock according to a predetermined
formula. The stock is carried at cost. In December 2008, the FHLB of Pittsburgh notified
member banks that it was suspending dividend payments and the repurchase of capital stock.
However, in
2010, the FHLB of Pittsburgh repurchased portions of excess capital stock held by member banks
of the FHLB.
Management evaluates the restricted stock for impairment on an annual basis. Managements
determination of whether these investments are impaired is based on their assessment of the
ultimate recoverability of their cost rather than by recognizing temporary declines in value.
The determination of whether a decline affects the ultimate recoverability of their cost is
influenced by criteria such as (1) the significance of the decline in net assets of the FHLB
as compared to the capital stock amount for the FHLB and the length of time this situation has
persisted, (2) commitments by the FHLB to make payments required by law or regulation and the
level of such payments in relation to the operating performance of the FHLB, and (3) the
impact of legislative and regulatory changes on institutions and, accordingly, on the customer
base of the FHLB.
Management believes no impairment charge was necessary related to the FHLB restricted stock
during 2010, 2009 or 2008.
Loans
Loans that management has the intent and ability to hold for the foreseeable future or until
maturity or payoff are stated at the outstanding unpaid principal balances, net of any
deferred fees or costs, unearned income and the allowance for loan losses. Interest income on
all loans, other than nonaccrual loans, is accrued over the term of the loans based on the
amount of principal outstanding. Unearned income is amortized to income over the life of the
loans, using the interest method.
The loan portfolio is segmented into commercial and consumer loans. These broad categories are
further disaggregated into classes of loans used for analysis and reporting. Classes consist
of (1) commercial, financial and agricultural, (2) commercial real estate, (3) real estate
construction, (4) residential mortgage loans, (5) home equity loans, (6) obligations of states
and political subdivisions and (7) personal loans.
Loans on which the accrual of interest has been discontinued are designated as non-accrual
loans. Accrual of interest on loans is discontinued when the contractual payment of principal
or interest has become 90 days past due or reasonable doubt exists as to the full, timely
collection of principal or interest. However, it is the Companys policy to continue to accrue
interest on loans over 90 days past due as long as they are (1) guaranteed or well secured and
(2) there is an effective means of collection. When a loan is placed on non-accrual status,
all unpaid interest credited to income in the current year is reversed against current period
income and unpaid interest accrued in prior years is charged against the allowance for loan
losses. Interest received on nonaccrual loans generally is either applied against principal or
reported as interest income, according to managements judgment as to the collectability of
principal. Generally, accruals are resumed on loans only when the obligation is brought fully
current with respect to interest and principal, has performed in accordance with the
contractual terms for a reasonable period of time and the ultimate collectability of the total
contractual principal and interest is no longer in doubt.
The Companys intent is to hold loans in the portfolio until maturity. At the time the
Companys intent is no longer to hold loans to maturity based on asset/liability management
practices, the Company transfers loans from portfolio to held for sale at fair value. Any
write-down recorded upon transfer is charged against the allowance for loan losses. Any
write-downs recorded after the initial transfer are recorded as a charge to Other Non-Interest
Expense. Gains or losses recognized upon sale are recorded as Other Non-Interest
Income/Expense.
Loan origination fees and costs
Loan origination fees and related direct origination costs for a given loan are deferred and
amortized over the life of the loan on a level-yield basis as an adjustment to interest income
over the contractual life of the loan. As of December 31, 2010 and 2009, the amount of net
unamortized origination fees carried as an adjustment to outstanding loan balances is $30,000
and $66,000, respectively.
Allowance for loan losses
The allowance for loan losses consists of the allowance for loan losses and the reserve for
unfunded lending commitments. The allowance for loan losses represents managements estimate
of losses inherent in the loan portfolio as of the balance sheet date and is recorded as a
reduction to loans. The reserve for unfunded lending commitments represents managements
estimate of losses inherent in its unfunded lending commitments and is recorded in other
liabilities on the consolidated balance sheet. The allowance for loan losses is increased by
the provision for loan losses, and decreased by charge-offs, net of recoveries. Loans deemed
to be uncollectible are charged against the allowance for loan losses, and subsequent
recoveries, if any, are credited to the allowance.
For financial reporting purposes, the provision for loan losses charged to current operating
income is based on managements estimates, and actual losses may vary from estimates. These
estimates are reviewed and adjusted at least quarterly and are reported in earnings in the
periods in which they become known. The loan loss provision for federal income tax purposes is
based on current income tax regulations, which allow for deductions equal to net charge-offs.
Loans included in any class are considered for charge-off when:
|
(1)
|
|
principal or interest has been in default for 120 days or more and for which no
payment has been received during the previous four months,
|
|
(2)
|
|
all collateral securing the loan has been liquidated and a deficiency balance
remains,
|
|
(3)
|
|
a bankruptcy notice is received for an unsecured loan, or
|
|
(4)
|
|
the loan is deemed to be uncollectible for any other reason.
|
The allowance for loan losses is maintained at a level considered adequate to offset probable
losses on the Companys existing loans. Critical to this analysis is any change in observable
trends that may be occurring, to assess potential credit weaknesses. Managements periodic
evaluation of the adequacy of the allowance is based on the Banks past loan loss experience,
known and inherent risks in the portfolio, adverse situations that may affect the borrowers
ability to repay, the estimated value of any underlying collateral, composition of the loan
portfolio, current economic conditions and other relevant factors. This evaluation is
inherently subjective as it requires material estimates that may be susceptible to significant
revision as more information becomes available.
There are two components of the allowance; a component for loans that are deemed to be
impaired and a component for contingencies.
A large commercial loan is considered impaired when, based on current information and events,
it is probable that the Bank will be unable to collect the scheduled payments of principal or
interest when due according to the contractual terms of the loan agreement. (A large loan
(or group of like-loans within one relationship) is defined as a commercial/business loan,
with an aggregate outstanding balance in excess of $150,000, or any other loan that management
deems of similar characteristics inherent to the deficiencies of an impaired large loan by
definition.) Factors considered by management in determining impairment include payment
status, collateral value and the probability of collecting scheduled principal and interest
payments when due. Loans that experience insignificant payment delays and payment shortfalls
generally are not classified as impaired. Management determines the significance of payment
delays and payment shortfalls on a case-by-case basis, taking into consideration all of the
circumstances surrounding the loans and the borrower, including the length of the delay, the
reasons for the delay, the borrowers prior payment record and the amount of the shortfall in
relation to the principal and interest owed. Impairment is measured on a loan by loan basis
for commercial and construction loans by either the present value of expected future cash
flows discounted at the loans effective interest rate, the loans obtainable market price or
the fair value of the collateral if the loan is collateral dependent. The estimated fair
values of substantially all of the
Companys impaired loans are measured based on the estimated fair value of the loans
collateral. For commercial loans securied with real estate, estimated fair values are
determined primarily through third-party appraisals. When a real estate secured loan becomes
impaired, a decision is made regarding whether an updated certified appraisal of the real
estate is necessary. This decision is based on various considerations, including the age of
the most recent appraisal, the loan-to-value ratio based on the original appraisal and the
condition of the property. Appraised values are discounted to arrive at the estimated selling
price of the collateral, which is considered to be the estimated fair value. The discounts
also include the estimated costs to sell the property. For commercial loans secured by
non-real estate collateral, estimated fair values are determined based on the borrowers
financial statements, inventory reports, accounts receivable agings or equipment appraisals or
invoices. Indications of value from these sources are generally discounted based on the age of
the financial information or the quality of the assets. For such loans that are classified as
impaired, an allowance is established when the discounted cash flows (or collateral value or
observable market price) of the impaired loan is lower than the carrying value of that loan.
The Bank generally does not separately identify individual consumer and residential loans for
impairment disclosures, unless such loans are subject to a restructuring agreement.
Loans whose terms are modified are classified as troubled debt restructurings if the Company
grants such borrowers concessions and it is deemed that those borrowers are experiencing
financial difficulty. Concessions granted under a troubled debt restructuring generally
involve a temporary reduction in interest rate or an extension of a loans stated maturity
date. Nonaccrual troubled debt restructurings are restored to accrual status if principal and
interest payments, under the modified terms, are current for a period of time after
modification. Loans classified as troubled debt restructurings are designated as impaired.
The component for contingency relates to other loans that have been segmented into risk rated
categories. The borrowers overall financial condition, repayment sources, guarantors and
value of collateral, if appropriate, are evaluated quarterly or when credit deficiencies
arise, such as delinquent loan payments. Credit quality risk ratings include regulatory
classifications of special mention, substandard, doubtful and loss. Loans classified as
special mention have potential weaknesses that deserve managements close attention. If
uncorrected, the potential weaknesses may result in deterioration of the repayment prospects.
Loans classified substandard have a well-defined weakness or weaknesses that jeopardize the
liquidation of the debt. They include loans that are inadequately protected by the current
sound net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans
classified doubtful have all the weaknesses inherent in loans classified substandard with the
added characteristic that collection or liquidation in full, on the basis or current
conditions and facts, is highly improbable. Loans classified as a loss are considered
uncollectible and are charged to the allowance for loan losses. Loans not classified are rated
pass. Specific reserves may be established for larger, individual classified loans as a result
of this evaluation. Remaining loans are categorized into large groups of smaller balance
homogeneous loans and are collectively evaluated for impairment. This computation is generally
based on historical loss experience adjusted for qualitative factors. These qualitative risk
factors include:
|
1.
|
|
National, regional and local economic and business conditions as well as the
condition of various market segments, including the underlying collateral for
collateral dependent loans.
|
|
2.
|
|
Nature and volume of the portfolio and terms of loans.
|
|
3.
|
|
Experience, ability and depth of lending and credit management and staff.
|
|
4.
|
|
Volume and severity of past due, classified and nonaccrual loans as well as
other loan modifications.
|
|
5.
|
|
Existence and effect of any concentrations of credit and changes in the level
of such concentrations.
|
|
6.
|
|
Effect of external factors, including competition.
|
Each factor is assigned a value to reflect improving, stable or declining conditions based on
managements best judgment using relevant information available at the time of the evaluation.
Adjustments to the factors are supported through documentation of changes in conditions in a
narrative accompanying the allowance for loan loss calculation.
Commercial, Financial and Agricultural Lending
- The Company originates commercial, financial
and agricultural loans primarily to businesses located in its primary market area and
surrounding areas. These loans are used for various business purposes which include short-term
loans and lines of credit to finance machinery and equipment purchases, inventory and accounts
receivable. Generally, the maximum term for loans extended on machinery and equipment is
shorter or does not exceed the projected useful life of such machinery and equipment. Most
business lines of credit are written on demand and may be renewed annually.
Commercial loans are generally secured with short-term assets however, in many cases,
additional collateral such as real estate is provided as additional security for the loan.
Loan-to-value maximum values have been established by the Company and are specific to the type
of collateral. Collateral values may be determined using invoices, inventory reports, accounts
receivable aging reports, collateral appraisals, etc.
In underwriting commercial loans, an analysis of the borrowers character, capacity to repay
the loan, the adequacy of the borrowers capital and collateral as well as an evaluation of
conditions affecting the borrower is performed. Analysis of the borrowers past, present and
future cash flows is also an important aspect of the Companys analysis.
Concentration analysis assists in identifying industry specific risk inherent in commercial,
financial and agricultural lending. Mitigants include the identification of secondary and
tertiary sources of repayment and appropriate increases in oversight.
Commercial loans generally present a higher level of risk than other types of loans due
primarily to the effect of general economic conditions.
Commercial Real Estate Lending
- The Company engages in commercial real estate lending in its
primary market area and surrounding areas. The Companys commercial loan portfolio is secured
primarily by residential housing, raw land, and hotels. Generally, commercial real estate loans
have terms that do not exceed 20 years, have loan-to-value ratios of up to 80% of the appraised
value of the property and are typically secured by personal guarantees of the borrowers.
As economic conditions change, the Company reduces its exposure in real estate segments with
higher risk characteristics. In underwriting these loans, the Company performs a thorough
analysis of the financial condition of the borrower, the borrowers credit history, and the
reliability and predictability of the cash flow generated by the property securing the loan.
Appraisals on properties securing commercial real estate loans originated by the Company are
performed by independent appraisers.
Commercial real estate loans generally present a higher level of risk than other types of loans
due primarily to the effect of general economic conditions.
Real Estate Construction Lending
- The Company engages in real estate construction lending in
its primary market area and surrounding areas. The Companys real estate construction lending
consists of commercial and residential site development loans as well as commercial building
construction and residential housing construction loans.
The Companys commercial real estate construction loans are generally secured with the subject
property and advances are made in conformity with a pre-determined draw schedule supported by
independent inspections. Terms of construction loans depend on the specifics of the project
such as, estimated absorption rates, estimated time to complete, etc.
In underwriting commercial real estate construction loans, the Company performs a thorough
analysis of the financial condition of the borrower, the borrowers credit history, the
reliability and predictability of the cash flow generated by the project using feasibility
studies, market data, etc. Appraisals on properties securing commercial real estate loans
originated by the Company are performed by independent appraisers.
Real estate construction loans generally present a higher level of risk than other types of
loans due primarily to the effect of general economic conditions.
Residential Mortgage Lending
- One- to four-family residential mortgage loan originations are
generated by the Companys marketing efforts, its present customers, walk-in customers and
referrals. These loans originate primarily within the Companys market area or with customers
primarily from the market area.
The Company offers fixed-rate and adjustable rate mortgage loans with terms up to a maximum of
25-years for both permanent structures and those under construction. The Companys one- to
four-family residential mortgage originations are secured primarily by properties located in
its primary market area and surrounding areas. The majority of the Companys residential
mortgage loans originate with a loan-to-value of 80% or less.
In underwriting one-to-four family residential real estate loans, the Company evaluates the
borrowers ability to make monthly payments, the borrowers repayment history and the value of
the property securing the loan. Properties securing real estate loans made by the Company are
appraised by independent fee appraisers. The Company generally requires borrowers to obtain an
attorneys title opinion or title insurance, and fire and property insurance (including flood
insurance, if necessary) in an amount not less than the amount of the loan. The Company does
not engage in sub-prime residential mortgage originations.
Residential mortgage loans generally present a lower level of risk than other types of consumer
loans because they are secured by the borrowers primary residence.
Home Equity Installment and Line of Credit Lending
- The Company originates home equity
installment loans and home equity lines of credit primarily within the Companys market area or
with customers primarily from the market area.
Home equity installment loans are secured by the borrowers primary residence with a maximum
loan-to-value of 80% and a maximum term of 15 years.
Home equity lines of credit are secured by the borrowers primary residence with a maximum
loan-to-value of 90% and a maximum term of 20 years.
In underwriting home equity lines of credit, a thorough analysis of the borrowers willingness
and financial ability to repay the loan as agreed is performed. The ability to repay shall be
determined by the borrowers employment history, current financial conditions, and credit
background. The analysis is based primarily on the customers ability to repay and secondarily
on the collateral or security.
Home equity loans generally present a lower level of risk than other types of consumer loans
because they are secured by the borrowers primary residence.
Obligations of States and Political Subdivisions
- The Company lends to local municipalities
and other tax-exempt organizations. These loans are primarily tax-anticipation notes and as
such carry little risk. Historically, the Company has never had a loss on any loan of this
type.
Personal Lending
- The Company offers a variety of secured and unsecured personal loans,
including vehicle, mobile homes and loans secured by savings deposits as well as other types of
personal loans.
Personal loan terms vary according to the type and value of collateral and creditworthiness of
the borrower. In underwriting personal loans, a thorough analysis of the borrowers
willingness and financial ability to repay the loan as agreed is performed. The ability to
repay shall be determined by the borrowers employment history, current financial conditions,
and credit background.
Personal loans may entail greater credit risk than do residential mortgage loans, particularly
in the case of personal loans which are unsecured or are secured by rapidly depreciable
assets, such as automobiles or recreational equipment. In such cases, any repossessed
collateral for a defaulted personal loan may not provide an adequate source of repayment of
the outstanding loan balance as a result of the greater likelihood of damage, loss or
depreciation. In addition, personal loan collections are dependent on the borrowers
continuing financial stability, and thus are more likely to be affected by adverse personal
circumstances. Furthermore, the application of various federal and state laws, including
bankruptcy and insolvency laws, may limit the amount which can be recovered on such loans.
In addition, regulatory agencies, as an integral part of their examination process,
periodically review the Companys allowance for loan losses and may require the Company to
recognize additions to the allowance based on their judgements about information available to
them at the time of their examination, which may not be currently available to management.
Based on managements comprehensive analysis of the loan portfolio, management believes the
current level of the allowance for loan losses to be adequate.
Other real estate owned
Assets acquired in settlement of mortgage loan indebtedness are recorded as other real estate
owned (OREO) at fair value less estimated costs to sell. Costs to maintain the assets and
subsequent gains and losses attributable to their disposal are included in other income and
other expenses as realized. No depreciation or amortization expense is recognized. At December
31, 2010 and 2009, the carrying value of other real estate owned was $412,000 and $476,000,
respectively.
Business combinations
Business combinations are accounted for under the acquisition method of accounting. Under the
aquisition method, assets and liabilities of the business acquired are recorded at their
estimated fair values as of the date of the acquisition with any excess of the cost of the
acquisition over the fair value of the net tangible and intangible assets acquired recorded as
goodwill. Results of operations of the acquired business are included in the consolidated
statement of income from the date of acquisition.
Goodwill and other intangible assets
Goodwill represents the excess of the cost of an acquisition over the fair value of the net
assets acquired. Other intangible assets represent purchased assets that also lack physical
substance but can be separately distinguished from goodwill because of contractual or other
legal rights or because the asset is capable of being sold or exchanged either on its own or
in combination with a related contract, asset or liability. It is the Companys policy that
goodwill be tested at least annually for impairment.
Intangible assets with finite lives include core deposits. Core deposit intangible assets are
subject to impairment testing whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. Core deposit intangibles are amortized over a period
of time that represents their expected life using a method of amortization that reflects the
pattern of economic benefit.
Premises and equipment and depreciation
Premises and equipment are stated at cost less accumulated depreciation. Depreciation is
computed principally using the straight-line method over the estimated useful lives of the
related assets, which range from 3 to 10 years for furniture and equipment and 25 to 50 years
for buildings. Expenditures for maintenance and repairs are charged against income as
incurred. Costs of major additions and improvements are capitalized.
Trust assets and revenues
Assets held in a fiduciary capacity are not assets of the Bank or the Banks Trust Department
and are, therefore, not included in the consolidated financial statements. Trust revenues are
recorded on the accrual basis.
Bank owned life insurance and annuities
The cash surrender value of bank owned life insurance and annuities is carried as an asset,
and changes in cash surrender value are recorded as non-interest income.
GAAP requires split-dollar life insurance arrangements to have a liability recognized related
to the postretirement benefits covered by an endorsement split-dollar life insurance
arrangement, and a liability for the future death benefit. The accrued benefit liability was
$661,000 and $622,000 as of December 31, 2010 and 2009, respectively. The impact to pre-tax
earnings for the full years of 2010, 2009 and 2008 was a decrease of $39,000, $69,000 and
$74,000, respectively.
Income taxes
Juniata Valley Financial Corp. and its subsidiary file a consolidated federal income tax
return. The provision for income taxes is based upon the results of operations, adjusted
principally for tax-exempt income and earnings from bank owned life insurance. Certain items
of income or expense are reported in different periods for financial reporting and tax return
purposes. The tax effects of these temporary differences are recognized currently in the
deferred income tax provision or benefit.
Deferred income tax assets and liabilities are determined using the liability (or balance
sheet) method. Deferred tax assets or liabilities are computed based on the difference between
the financial statement and income tax bases of assets and liabilities using the applicable
enacted marginal tax rate. Deferred income tax expenses or benefits are based on the changes
in the deferred tax asset or liability from period to period.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion or all of the deferred tax assets will not be
realized. Deferred tax assets and liabilities are adjusted through the provision for income
taxes for the effects of changes in tax laws and rates on the date of enactment.
Advertising
The Company follows the policy of charging costs of advertising to expense as incurred.
Advertising expenses were $127,000, $125,000 and $156,000 in 2010, 2009 and 2008,
respectively.
Off-balance sheet financial instruments
In the ordinary course of business, the Bank has entered into off-balance sheet financial
instruments consisting of commitments to extend credit and letters of credit. Such financial
instruments are recorded on the consolidated balance sheet when they are funded.
Transfer of financial assets
Transfers of financial assets are accounted for as sales, when control over the assets has
been surrendered. Control over transferred assets is deemed to be surrendered when (1) the
assets have been isolated from the Company, (2) the transferee obtains the right (free of
conditions that constrain it from taking advantage of that right) to pledge or exchange the
transferred assets, and (3) the Company does not maintain effective control over the
transferred assets through an agreement to repurchase them before their maturity.
Stock-based compensation
The Company recognized $58,000, $40,000 and $40,000 of expense for the years ended December
31, 2010, 2009 and 2008, respectively, for stock-based compensation. The stock-based
compensation expense amounts were derived using the Black-Scholes option-pricing model. The
following weighted average assumptions were used to value options granted in prior periods
presented. There were no new options granted in 2010.
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
Expected life of options
|
|
7 years
|
|
|
7 years
|
|
Risk-free interest rate
|
|
|
2.93
|
%
|
|
|
3.08
|
%
|
Expected volatility
|
|
|
21.77
|
%
|
|
|
19.47
|
%
|
Expected dividend yield
|
|
|
3.68
|
%
|
|
|
3.20
|
%
|
The Black-Scholes option valuation model was developed for use in estimating the fair
value of traded options, which have no vesting restrictions and are fully transferable. In
addition, option valuation models require the input of highly subjective assumptions including
the expected stock price volatility. Because the Companys employee stock options have
characteristics significantly different
from those of traded options, and because changes in the subjective input assumptions can
materially affect the fair value estimate, in managements opinion, the existing models do not
necessarily provide a reliable single measure of the fair value of its employee stock options.
Segment reporting
The Company acts as an independent community financial services provider, and offers
traditional banking and related financial services to individual, business and government
customers. Through its branch and automated teller machine network, the Company offers a full
array of commercial and retail financial services, including the taking of time, savings and
demand deposits; the making of commercial, consumer and mortgage loans, trust services and the
providing of other financial services.
Management does not separately allocate expenses, including the cost of funding loan demand,
between the commercial, retail and trust operations of the Company. As such, discrete
financial information is not available and segment reporting would not be meaningful.
Subsequent events
The Company has evaluated events and transactions occurring subsequent to the balance sheet
date of December 31, 2010, for items that should potentially be recognized or disclosed in the
consolidated financial statements. The evaluation was conducted through the date these
consolidated financial statements were issued.
2. Recent Accounting Standard Updates (ASU)
ASU 2011-01
The amendments in this ASU temporarily delay the effective date of the disclosures about troubled
debt restructurings in ASU 2010-20 for public entities. Under the existing effective date in ASU
2010-20, public-entity creditors would have provided disclosures about troubled debt restructurings
for periods beginning on or after December 15, 2010. The delay is intended to allow the Board time
to complete its deliberations on what constitutes a troubled debt restructuring. The effective date
of the new disclosures about troubled debt restructurings for public entities and the guidance for
determining what constitutes a troubled debt restructuring will then be coordinated. Currently,
that guidance is anticipated to be effective for interim and annual periods ending after June 15,
2011.
The deferral in this amendment was effective upon issuance. This guidance will not have an impact
on the Companys financial position or results of operations.
ASU 2010-29
The objective of this ASU is to address diversity in practice about the interpretation of the pro
forma revenue and earnings disclosure requirements for business combinations.
Paragraph 805-10-50-2(h) requires a public entity to disclose pro forma information for business
combinations that occurred in the current reporting period. The disclosures include pro forma
revenue and earnings of the combined entity for the current reporting period as though the
acquisition date for all business combinations that occurred during the year had been as of the
beginning of the annual reporting period. If comparative financial statements are presented, the
pro forma revenue and earnings of the combined entity for the comparable prior reporting period
should be reported as though the acquisition date for all business combinations that occurred
during the current year had been as of the beginning of the comparable prior annual reporting
period.
In practice, some preparers have presented the pro forma information in their comparative financial
statements as if the business combination that occurred in the current reporting period had
occurred as of the beginning of each of the current and prior annual reporting periods. Other
preparers have disclosed the pro forma information as if the business combination occurred at the
beginning of the prior annual reporting period only, and carried forward the related adjustments,
if applicable, through the current reporting period.
The amendments in this ASU specify that if a public entity presents comparative financial
statements, the entity should disclose revenue and earnings of the combined entity as though the
business combination(s) that occurred during the current year had occurred as of the beginning of
the comparable prior annual reporting period only.
The amendments in this ASU also expand the supplemental pro forma disclosures under ASC Topic 805
to include a description of the nature and amount of material, nonrecurring pro forma adjustments
directly attributable to the business combination included in the reported pro forma revenue and
earnings.
The amendments in this ASU are effective prospectively for business combinations for which the
acquisition date is on or after the beginning of the first annual reporting period beginning on or
after December 15, 2010. Early adoption is permitted. This guidance will not have an impact on the
Companys financial position or results of operations.
ASU 2010-28
The amendments in this ASU modify Step 1 of the goodwill impairment test for reporting units with
zero or negative carrying amounts. For those reporting units, an entity is required to perform Step
2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists.
In determining whether it is more likely than not that a goodwill impairment exists, an entity
should consider whether there
are any adverse qualitative factors indicating that an impairment may exist. The qualitative
factors are consistent with the existing guidance and examples in paragraph 350-20-35-30, which
requires that goodwill of a reporting unit be tested for impairment between annual tests if an
event occurs or circumstances change that would more likely than not reduce the fair value of a
reporting unit below its carrying amount.
These amendments eliminate an entitys ability to assert that a reporting unit is not required to
perform Step 2 because the carrying amount of the reporting unit is zero or negative despite the
existence of qualitative factors that indicate the goodwill is more likely than not impaired. As a
result, goodwill impairments may be reported sooner than under current practice.
For public entities, the amendments in this ASU are effective for fiscal years, and interim periods
within those years, beginning after December 15, 2010. Early adoption is not permitted. For
nonpublic entities, the amendments are effective for fiscal years, and interim periods within those
years, beginning after December 15, 2011. Nonpublic entities may early adopt the amendments using
the effective date for public entities.
Upon adoption of the amendments, an entity with reporting units that have carrying amounts that are
zero or negative is required to assess whether it is more likely than not that the reporting units
goodwill is impaired. If the entity determines that it is more likely than not that the goodwill of
one or more of its reporting units is impaired, the entity should perform Step 2 of the goodwill
impairment test for those reporting unit(s). Any resulting goodwill impairment should be recorded
as a cumulative-effect adjustment to beginning retained earnings in the period of adoption. Any
goodwill impairments occurring after the initial adoption of the amendments should be included in
earnings as required by Section 350-20-35. This guidance will not have an impact on the Companys
financial position 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 companys
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 Company adopted the required provisions of ASU 2010-20, with no significant
impact on its financial condition 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 adoption of this standard did not
have a significant impact on the Companys financial condition or results of operations.
ASU 2010-13
The FASB issued ASU 2010-13, CompensationStock 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 entitys 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.
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 Companys financial position or results of
operations.
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 SECs 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 Companys financial position or results of operations.
3.
Restrictions on Cash and Due From Banks
The Companys banking subsidiary is required to maintain cash reserve balances with the Federal
Reserve Bank. The total required reserve balances were $1,059,000 and $1,061,000 as of December 31,
2010 and 2009, respectively.
4.
Securities
The amortized cost and fair value of securities as of December 31, 2010 and 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
Gross
|
|
|
Gross
|
|
Securities Available for Sale
|
|
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
|
|
$
|
34,607
|
|
|
$
|
34,783
|
|
|
$
|
348
|
|
|
$
|
(172
|
)
|
After five years but within ten years
|
|
|
3,000
|
|
|
|
2,913
|
|
|
|
|
|
|
|
(87
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,607
|
|
|
|
37,696
|
|
|
|
348
|
|
|
|
(259
|
)
|
Obligations of state and political subdivisions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Within one year
|
|
|
12,219
|
|
|
|
12,390
|
|
|
|
175
|
|
|
|
(4
|
)
|
After one year but within five years
|
|
|
24,493
|
|
|
|
24,877
|
|
|
|
488
|
|
|
|
(104
|
)
|
After five years but within ten years
|
|
|
1,826
|
|
|
|
1,626
|
|
|
|
|
|
|
|
(200
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38,538
|
|
|
|
38,893
|
|
|
|
663
|
|
|
|
(308
|
)
|
Corporate notes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
After one year but within five years
|
|
|
1,000
|
|
|
|
1,028
|
|
|
|
28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000
|
|
|
|
1,028
|
|
|
|
28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-backed securities
|
|
|
1,246
|
|
|
|
1,345
|
|
|
|
99
|
|
|
|
|
|
Equity securities
|
|
|
935
|
|
|
|
961
|
|
|
|
106
|
|
|
|
(80
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
79,326
|
|
|
$
|
79,923
|
|
|
$
|
1,244
|
|
|
$
|
(647
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
Gross
|
|
|
Gross
|
|
Securities Available for Sale
|
|
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
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 was $31,951,000 $30,403,000 and
$34,301,000 at December 31, 2010, 2009 and 2008, 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):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
Gross proceeds from sales of securities
|
|
$
|
|
|
|
$
|
5,004
|
|
|
$
|
9
|
|
Securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross realized gains
|
|
$
|
31
|
|
|
$
|
22
|
|
|
$
|
|
|
Gross realized losses
|
|
|
|
|
|
|
(5
|
)
|
|
|
(8
|
)
|
Gross gains from business combinations
|
|
|
|
|
|
|
|
|
|
|
41
|
|
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 December
31, 2010 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
$
|
17,859
|
|
|
$
|
(259
|
)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
17,859
|
|
|
$
|
(259
|
)
|
Obligations of state and political
subdivisions
|
|
|
9,719
|
|
|
|
(304
|
)
|
|
|
881
|
|
|
|
(4
|
)
|
|
|
10,600
|
|
|
|
(308
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt securities
|
|
|
27,578
|
|
|
|
(563
|
)
|
|
|
881
|
|
|
|
(4
|
)
|
|
|
28,459
|
|
|
|
(567
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities
|
|
|
389
|
|
|
|
(5
|
)
|
|
|
270
|
|
|
|
(75
|
)
|
|
|
659
|
|
|
|
(80
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total temporarily impaired securities
|
|
$
|
27,967
|
|
|
$
|
(568
|
)
|
|
$
|
1,151
|
|
|
$
|
(79
|
)
|
|
$
|
29,118
|
|
|
$
|
(647
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The unrealized losses noted above are considered to be temporary impairments. Decline in the
value of the debt securities is due only to interest rate fluctuations, rather than erosion of
quality. As a result, 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 Company 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 2
debt securities that have had unrealized losses for more than 12 months.
Equity securities owned by the Company consist of common stock of various financial services
providers (Bank stocks) that have traditionally been high-performing stocks. During 2008 and
2009, market values of most of the Bank stocks materially declined. This trend stabilized somewhat
in 2010. As part of the quarterly analysis performed to assess impairment of its investment
portfolio, management determined that some of the unrealized losses in the Bank stock portfolio
were other than temporary. Considerations used to determine other-than-temporary impairment
status to individual holdings include the length of time the stock has remained in an unrealized
loss position, and 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 news
that would affect expectations for recovery or further decline. There were six equity securities
that comprise a group of securities with unrealized losses for 12 months or more at December 31,
2010 carrying a total gross unrealized loss of $75,000. In the aggregate, the unrealized loss on
this group of securities decreased by $70,000 from December 31, 2009 to December 31, 2010,
indicating improvement. As part of the quarterly analysis as of September 30, 2010, there was one
security identified that had sustained unrealized losses in excess of 50%, with no prospects or
signs of improvement. Therefore, management determined that the unrealized loss in this one
investment was other than temporary and recorded a charge to earnings of $40,000 at that time. Of
the six equity securities that have sustained unrealized losses for more than 12 months, five have
increased in fair value during 2010, indicating the possibility of full recovery and therefore are
deemed to be temporarily impaired. The remaining stock that has experienced sustained unrealized
losses has declined to approximately 76% of its cost as of December 31, 2010. Management tracks
this local companys performance quite closely. Its stock is very thinly traded
and we believe the price reductions are a reflection of general economic concerns, as no dividend
reductions have been made, the companys capital is sufficient and its performance continues to be
stable, with a reported return on average equity of 10.31% for 2010. Therefore, because management
has the ability and intent to hold this equity security until recovery of unrealized losses, it has
not been deemed to be other-than-temporarily impaired as of December 31, 2010. In 2009 and 2008, a
total of $226,000 and $554,000, respectively, was recorded as an other-than-temporary impairment
charge on three and eight of the 17 Bank stocks held.
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 the 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.
There are 39 debt securities that had unrealized losses for less than 12 months. These securities
have maturity dates ranging from September 2011 to September 2020. These securities represent
approximately 35.9% of the total debt securities amortized cost as of December 31, 2010.
The following table shows gross unrealized losses and fair value, aggregated by category and length
of time that individual securities had been in a continuous unrealized loss position, at December
31, 2009 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.
Loans and Related Allowance for Loan Losses
Loans outstanding at the end of each year consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
Commercial, financial and agricultural
|
|
$
|
32,841
|
|
|
$
|
33,783
|
|
Real estate commercial
|
|
|
44,185
|
|
|
|
39,299
|
|
Real estate construction
|
|
|
11,028
|
|
|
|
24,578
|
|
Real estate mortgage
|
|
|
142,608
|
|
|
|
135,854
|
|
Home equity
|
|
|
46,352
|
|
|
|
52,957
|
|
Obligations of states and political subdivisions
|
|
|
10,960
|
|
|
|
13,553
|
|
Personal
|
|
|
10,155
|
|
|
|
11,670
|
|
Unearned interest
|
|
|
(27
|
)
|
|
|
(64
|
)
|
|
|
|
|
|
|
|
Total
|
|
$
|
298,102
|
|
|
$
|
311,630
|
|
|
|
|
|
|
|
|
The following table presents the classes of the loan portfolio summarized by the aggregate pass
rating and the classified ratings of special mention, substandard and doubtful within the Companys
internal risk rating system as of December 31, 2010 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Special
|
|
|
|
|
|
|
|
|
|
|
|
|
Pass
|
|
|
Mention
|
|
|
Substandard
|
|
|
Doubtful
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial financial and agricultural
|
|
$
|
24,594
|
|
|
$
|
6,387
|
|
|
$
|
1,554
|
|
|
$
|
306
|
|
|
$
|
32,841
|
|
Real estate commercial
|
|
|
33,437
|
|
|
|
6,059
|
|
|
|
4,089
|
|
|
|
600
|
|
|
|
44,185
|
|
Real estate construction
|
|
|
11,028
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,028
|
|
Real estate mortgage
|
|
|
127,944
|
|
|
|
8,069
|
|
|
|
5,180
|
|
|
|
1,415
|
|
|
|
142,608
|
|
Home equity
|
|
|
45,228
|
|
|
|
431
|
|
|
|
666
|
|
|
|
|
|
|
|
46,325
|
|
Obligations of states and political subdivisions
|
|
|
10,960
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,960
|
|
Personal
|
|
|
10,034
|
|
|
|
117
|
|
|
|
4
|
|
|
|
|
|
|
|
10,155
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
263,225
|
|
|
$
|
21,063
|
|
|
$
|
11,493
|
|
|
$
|
2,321
|
|
|
$
|
298,102
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The recorded investment in non-performing loans as of each year end follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
Nonaccrual loans
|
|
$
|
5,964
|
|
|
$
|
2,629
|
|
Accruing loans past due 90 days or more
|
|
|
1,007
|
|
|
|
1,369
|
|
Restructured loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-performing loans
|
|
$
|
6,971
|
|
|
$
|
3,998
|
|
|
|
|
|
|
|
|
Interest income not recorded on nonaccrual loans was $281,000, $143,000 and $94,000 in 2010, 2009
and 2008, respectively. The aggregate amount of demand deposits that have been reclassified as loan
balances at December 31, 2010 and 2009 are $42,000 and $28,000, respectively.
To provide for the risk of loss inherent in the process of extending credit, the Bank maintains an
allowance for loan losses and for lending-related commitments.
A summary of the transactions in the allowance for loan losses for the last three years (in
thousands) is shown below. Net charge-offs in 2010 and 2009 were significantly higher than in 2008.
The increase in non-performing loans indicated the need for a provision for loan losses in 2010 at
a level of $741,000, 18% higher than the provision deemed necessary in 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
Balance of allowance beginning of period
|
|
$
|
2,719
|
|
|
$
|
2,610
|
|
|
$
|
2,322
|
|
Loans charged off:
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial, financial and agricultural
|
|
|
134
|
|
|
|
47
|
|
|
|
43
|
|
Real estate commercial
|
|
|
|
|
|
|
32
|
|
|
|
36
|
|
Real estate mortgage
|
|
|
482
|
|
|
|
343
|
|
|
|
15
|
|
Personal
|
|
|
38
|
|
|
|
107
|
|
|
|
62
|
|
|
|
|
|
|
|
|
|
|
|
Total charge-offs
|
|
|
654
|
|
|
|
529
|
|
|
|
156
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recoveries of loans previously charged off:
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial, financial and agricultural
|
|
|
|
|
|
|
|
|
|
|
5
|
|
Real estate mortgage
|
|
|
|
|
|
|
|
|
|
|
5
|
|
Personal
|
|
|
18
|
|
|
|
11
|
|
|
|
13
|
|
|
|
|
|
|
|
|
|
|
|
Total recoveries
|
|
|
18
|
|
|
|
11
|
|
|
|
23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net charge-offs
|
|
|
636
|
|
|
|
518
|
|
|
|
133
|
|
Provision for loan losses
|
|
|
741
|
|
|
|
627
|
|
|
|
421
|
|
|
|
|
|
|
|
|
|
|
|
Balance of allowance end of period
|
|
$
|
2,824
|
|
|
$
|
2,719
|
|
|
$
|
2,610
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of net charge-offs during period to
average loans outstanding
|
|
|
0.21
|
%
|
|
|
0.17
|
%
|
|
|
0.04
|
%
|
|
|
|
|
|
|
|
|
|
|
The Bank has certain loans in its portfolio that are considered to be impaired. It is the policy of
the Company to recognize income on impaired loans that have been transferred to nonaccrual status
on a cash basis, only to the extent that it exceeds principal balance recovery. Until an impaired
loan is placed on nonaccrual status, income is recognized on the accrual basis. Following is a
summary of impaired loan data as of the date of each balance sheet presented (in thousands).
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
Impaired loans:
|
|
|
|
|
|
|
|
|
Recorded investment at period end
|
|
$
|
7,743
|
|
|
$
|
8,245
|
|
Impaired loan balance for which:
|
|
|
|
|
|
|
|
|
There is a related allowance
|
|
|
2,137
|
|
|
|
1,445
|
|
There is no related allowance
|
|
|
5,606
|
|
|
|
6,800
|
|
Related allowance on impaired loans
|
|
|
570
|
|
|
|
278
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
Average recorded investment in impaired loans
|
|
$
|
7,994
|
|
|
$
|
5,865
|
|
|
$
|
1,640
|
|
Interest income recognized (on a cash basis)
|
|
|
276
|
|
|
|
611
|
|
|
|
82
|
|
The following table summarizes information in regards to impaired loans by loan portfolio class as
of December 31, 2010 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unpaid
|
|
|
|
|
|
|
Average
|
|
|
Interest
|
|
|
|
Recorded
|
|
|
Principal
|
|
|
Related
|
|
|
Recorded
|
|
|
Income
|
|
|
|
Investment
|
|
|
Balance
|
|
|
Allowance
|
|
|
Investment
|
|
|
Recognized
|
|
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate commercial
|
|
$
|
5,606
|
|
|
$
|
5,606
|
|
|
$
|
|
|
|
$
|
6,203
|
|
|
$
|
260
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate commercial
|
|
|
2,137
|
|
|
|
2,137
|
|
|
|
570
|
|
|
|
1,791
|
|
|
|
16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate commercial
|
|
$
|
7,743
|
|
|
$
|
7,743
|
|
|
$
|
570
|
|
|
$
|
7,994
|
|
|
$
|
276
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table presents nonaccrual loans by classes of the loan portfolio as of December
31, 2010 (in thousands):
|
|
|
|
|
Nonaccrual loans
|
|
December 31, 2010
|
|
|
|
|
|
|
Commercial financial and agricultural
|
|
$
|
784
|
|
Real estate commercial
|
|
|
240
|
|
Real estate construction
|
|
|
850
|
|
Real estate mortgage
|
|
|
3,564
|
|
Home equity
|
|
|
524
|
|
Obligations of states and political subdivisions
|
|
|
|
|
Personal
|
|
|
2
|
|
|
|
|
|
Total
|
|
$
|
5,964
|
|
|
|
|
|
The performance and credit quality of the loan porfolio is also monitored by the analyzing the
age of the loans receivable as determined by the length of time a recorded payment is past due.
The following table presents the classes of the loan portfolio summarized by the past due status as
of December 31, 2010 in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans Past
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due greater
|
|
|
|
30-59 Days
|
|
|
60-89 Days
|
|
|
Greater than
|
|
|
Total Past
|
|
|
|
|
|
|
Total
|
|
|
than 90 Days
|
|
|
|
Past Due
|
|
|
Past Due
|
|
|
90 Days
|
|
|
Due
|
|
|
Current
|
|
|
Loans
|
|
|
And Accruing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial financial and agricultural
|
|
$
|
159
|
|
|
$
|
352
|
|
|
$
|
878
|
|
|
$
|
1,389
|
|
|
$
|
31,452
|
|
|
$
|
32,841
|
|
|
$
|
113
|
|
Real estate commercial
|
|
|
1,106
|
|
|
|
547
|
|
|
|
404
|
|
|
|
2,057
|
|
|
|
42,128
|
|
|
|
44,185
|
|
|
|
164
|
|
Real estate construction
|
|
|
|
|
|
|
270
|
|
|
|
850
|
|
|
|
1,120
|
|
|
|
9,908
|
|
|
|
11,028
|
|
|
|
|
|
Real estate mortgage
|
|
|
260
|
|
|
|
4,769
|
|
|
|
3,431
|
|
|
|
8,460
|
|
|
|
134,148
|
|
|
|
142,608
|
|
|
|
555
|
|
Home equity
|
|
|
737
|
|
|
|
318
|
|
|
|
466
|
|
|
|
1,521
|
|
|
|
44,804
|
|
|
|
46,325
|
|
|
|
167
|
|
Obligations of states and political subdivisions
|
|
|
243
|
|
|
|
|
|
|
|
|
|
|
|
243
|
|
|
|
10,717
|
|
|
|
10,960
|
|
|
|
|
|
Personal
|
|
|
110
|
|
|
|
15
|
|
|
|
10
|
|
|
|
135
|
|
|
|
10,020
|
|
|
|
10,155
|
|
|
|
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
2,615
|
|
|
$
|
6,271
|
|
|
$
|
6,039
|
|
|
$
|
14,925
|
|
|
$
|
283,177
|
|
|
$
|
298,102
|
|
|
$
|
1,007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table summarizes the primary segments of the allowance for loan losses,
segregated into the amount required for loans individually evaluated for impairment and the amount
required for loans collectively evaluated for impairment as of December 31, 2010 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligations of
|
|
|
|
|
|
|
|
|
|
Commercial,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
states and
|
|
|
|
|
|
|
|
|
|
financial and
|
|
|
Real estate-
|
|
|
Real estate-
|
|
|
Real estate-
|
|
|
|
|
|
|
political
|
|
|
|
|
|
|
|
|
|
agricultural
|
|
|
commercial
|
|
|
construction
|
|
|
mortgage
|
|
|
Home equity
|
|
|
subdivisions
|
|
|
Personal
|
|
|
Total
|
|
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance
|
|
$
|
283
|
|
|
$
|
875
|
|
|
$
|
93
|
|
|
$
|
1,098
|
|
|
$
|
391
|
|
|
$
|
|
|
|
$
|
84
|
|
|
$
|
2,824
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance: individually evaluated for impairment
|
|
$
|
|
|
|
$
|
570
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
570
|
|
Ending balance: collectively evaluted for impairment
|
|
$
|
283
|
|
|
$
|
305
|
|
|
$
|
93
|
|
|
$
|
1,098
|
|
|
$
|
391
|
|
|
$
|
|
|
|
$
|
84
|
|
|
$
|
2,254
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans, net of unearned interest:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance
|
|
$
|
32,841
|
|
|
$
|
44,185
|
|
|
$
|
11,028
|
|
|
$
|
142,608
|
|
|
$
|
46,325
|
|
|
$
|
10,960
|
|
|
$
|
10,155
|
|
|
$
|
298,102
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance: individually evaluted for impairment
|
|
$
|
|
|
|
$
|
7,743
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
7,743
|
|
Ending balance: collectively evaluated for impairment
|
|
$
|
32,841
|
|
|
$
|
36,442
|
|
|
$
|
11,028
|
|
|
$
|
142,608
|
|
|
$
|
46,325
|
|
|
$
|
10,960
|
|
|
$
|
10,155
|
|
|
$
|
290,359
|
|
The allowance for loan losses is based on estimates, and actual losses will vary from current
estimates. Management believes that the granularity of the homogeneous pools and the related
historical loss ratios and other qualitative factors, as well as the consistency in the application
of assumptions, result in an allowance that is representative of the risk found in the components
of the portfolio at any given date.
6. Pledged Loans
The Bank must maintain sufficient qualifying collateral with the Federal Home Loan Bank (FHLB), in
order to secure all loans and credit products. Therefore, a Master Collateral Agreement has been
entered into which pledges all mortgage related assets as collateral for future borrowings.
Mortgage related assets
could include loans or investments. As of December 31, 2010, the amount of loans included in
qualifying collateral was $269,876,000, for a collateral value of $163,767,000.
7. Bank Owned Life Insurance and Annuities
The Company holds bank-owned life insurance (BOLI), deferred annuities and payout annuities with a
combined cash value of $13,568,000 and $13,066,000 at December 31, 2010 and 2009, respectively. As
annuitants retire, the deferred annuities may be converted to payout annuities to create payment
streams that match certain post-retirement liabilities. The cash surrender value on the BOLI and
annuities increased by $502,000, $484,000 and $238,000 in 2010, 2009 and 2008, respectively, from
earnings recorded as non-interest income and from premium payments, net of cash payments received.
The contracts are owned by the Bank in various insurance companies. The crediting rate on the
policies varies annually based on the insurance companies investment portfolio returns in their
general fund and market conditions. Changes in cash value of BOLI and annuities in 2010 and 2009
are shown below (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Life
|
|
|
Deferred
|
|
|
Payout
|
|
|
|
|
|
|
Insurance
|
|
|
Annuities
|
|
|
Annuities
|
|
|
Total
|
|
Balance as of December 31, 2008
|
|
$
|
12,161
|
|
|
$
|
250
|
|
|
$
|
171
|
|
|
$
|
12,582
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings
|
|
|
424
|
|
|
|
11
|
|
|
|
(3
|
)
|
|
|
432
|
|
Premiums on existing policies
|
|
|
106
|
|
|
|
14
|
|
|
|
|
|
|
|
120
|
|
Annuity payments received
|
|
|
|
|
|
|
|
|
|
|
(68
|
)
|
|
|
(68
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2009
|
|
|
12,691
|
|
|
|
275
|
|
|
|
100
|
|
|
|
13,066
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings
|
|
|
475
|
|
|
|
11
|
|
|
|
3
|
|
|
|
489
|
|
Premiums on existing policies
|
|
|
56
|
|
|
|
14
|
|
|
|
(57
|
)
|
|
|
13
|
|
Annuity payments received
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2010
|
|
$
|
13,222
|
|
|
$
|
300
|
|
|
$
|
46
|
|
|
$
|
13,568
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP requires split-dollar life insurance arrangements to have a liability recognized
related to the postretirement benefits covered by an endorsement split-dollar life insurance
arrangement, and a liability for the future death benefit. The Company recorded a cumulative
effect adjustment to the balance of retained earnings of $480,000 as of January 1, 2008. The
impact to pre-tax earnings for the full years of 2010, 2009 and 2008 was a decrease of
$39,000, $69,000 and $74,000, respectively.
8. Premises And Equipment
Premises and equipment consist of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
Land
|
|
$
|
864
|
|
|
$
|
864
|
|
Buildings and improvements
|
|
|
8,416
|
|
|
|
8,393
|
|
Furniture, computer software
and equipment
|
|
|
4,121
|
|
|
|
5,117
|
|
|
|
|
|
|
|
|
|
|
|
13,401
|
|
|
|
14,374
|
|
Less: accumulated depreciation
|
|
|
(6,334
|
)
|
|
|
(7,496
|
)
|
|
|
|
|
|
|
|
|
|
$
|
7,067
|
|
|
$
|
6,878
|
|
|
|
|
|
|
|
|
Depreciation expense on premises and equipment charged to operations was $565,000 in 2010, $587,000
in 2009 and $691,000 in 2008.
9. Acquisition
On September 8, 2006, the Company completed its acquisition of a branch office in Richfield, PA.
The acquisition included real estate, deposits and loans. The assets and liabilities of the
acquired branch office were recorded on the consolidated balance sheet at their estimated fair
values as of September 8, 2006, and its 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. The goodwill is not amortized, but is measured annually for impairment.
Core deposit intangible amortization expense of $45,000 was recorded in each of the years 2010,
2009 and 2008. Intangible amortization expense projected for the succeeding five years beginning in
2011 is estimated to be $45,000 per year through 2014 and $29,000 for 2015.
10. Investment in Unconsolidated Subsidiary
On September 1, 2006, the Company invested in The First National Bank of Liverpool (FNBL),
Liverpool, PA, by purchasing 39.16% of its outstanding common stock. This investment is accounted
for under the equity method of accounting. The investment is being carried at $3,550,000 as of
December 31, 2010, of which $2,541,000 represents the underlying equity in net assets of FNBL. The
difference between the investment carrying amount and the amount of the underlying equity,
$1,009,000, is considered to be goodwill and is evaluated quarterly for impairment. A loss in value
of the investment which is other than a temporary decline will be recognized. Evidence of a loss in
value might include, but would not necessarily be limited to, absence of an ability to recover the
carrying amount of the investment or inability of FNBL to sustain an earnings capacity which would
justify the carrying amount of the investment.
11. Deposits
Deposits consist of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
Demand, non-interest bearing
|
|
$
|
60,696
|
|
|
$
|
55,030
|
|
NOW and Money Market
|
|
|
81,378
|
|
|
|
75,766
|
|
Savings
|
|
|
47,112
|
|
|
|
42,536
|
|
Time deposits, $100,000 or more
|
|
|
34,099
|
|
|
|
38,453
|
|
Other time deposits
|
|
|
153,505
|
|
|
|
165,612
|
|
|
|
|
|
|
|
|
|
|
$
|
376,790
|
|
|
$
|
377,397
|
|
|
|
|
|
|
|
|
Aggregate amount of scheduled maturities of time deposits as of December 31, 2010 include the
following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Time Deposits
|
|
Maturing in:
|
|
$100,000 or more
|
|
|
Other
|
|
2011
|
|
$
|
14,686
|
|
|
$
|
72,837
|
|
2012
|
|
|
4,634
|
|
|
|
23,771
|
|
2013
|
|
|
2,675
|
|
|
|
16,092
|
|
2014
|
|
|
3,062
|
|
|
|
14,178
|
|
2015
|
|
|
9,042
|
|
|
|
26,627
|
|
|
|
|
|
|
|
|
|
|
$
|
34,099
|
|
|
$
|
153,505
|
|
|
|
|
|
|
|
|
12. Borrowings
Borrowings consist of the following (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010
|
|
|
December 31, 2009
|
|
|
December 31, 2008
|
|
|
For the year 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
Outstanding
|
|
|
|
|
|
|
Outstanding
|
|
|
|
|
|
|
Outstanding
|
|
|
|
|
|
|
Average
|
|
|
Average
|
|
|
|
Balance
|
|
|
Rate
|
|
|
Balance
|
|
|
Rate
|
|
|
Balance
|
|
|
Rate
|
|
|
Balance
|
|
|
Rate
|
|
Securities sold under agreements to repurchase
|
|
$
|
3,314
|
|
|
|
0.10
|
%
|
|
$
|
3,207
|
|
|
|
0.10
|
%
|
|
$
|
1,944
|
|
|
|
0.10
|
%
|
|
$
|
3,050
|
|
|
|
0.10
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings Federal Home Loan Bank overnight advances
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,635
|
|
|
|
0.59
|
%
|
|
|
155
|
|
|
|
0.67
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt Note payable to Federal Home Loan Bank
|
|
|
|
|
|
|
|
|
|
|
5,000
|
|
|
|
2.75
|
%
|
|
|
5,000
|
|
|
|
2.75
|
%
|
|
|
3,548
|
|
|
|
2.75
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
3,314
|
|
|
|
0.10
|
%
|
|
$
|
8,207
|
|
|
|
1.71
|
%
|
|
$
|
15,579
|
|
|
|
1.22
|
%
|
|
$
|
6,753
|
|
|
|
1.51
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The maximum balance of short-term borrowings on any one day during 2010 was $6,310,000.
The Bank has repurchase agreements with several of its depositors, under which customers funds are
invested daily into an interest bearing account. These funds are carried by the Company as
short-term debt. It is the Companys policy to have repurchase agreements collateralized 100% by
U.S. Government securities. As of December 31, 2010, the securities that serve as collateral for
securities sold under agreements to repurchase had a fair value of $6,706,000. The interest rate
paid on these funds is variable and subject to change daily.
The Banks maximum borrowing capacity with the Federal Home Loan Bank of Pittsburgh (FHLB) is
$163,767,000, with no balance outstanding as of December 31, 2010. In order to borrow an amount in
excess of $29,011,000, the FHLB would require the Bank to purchase additional FHLB Stock. The FHLB
is a source of both short-term and long-term funding. The Bank must maintain sufficient qualifying
collateral, as defined, to secure all outstanding advances.
The Bank has entered into an agreement under which it can borrow up to $20,000,000 from the FHLB in
their Open RepoPlus product. There was an outstanding balance of $8,635,000 as of December 31,
2008. There were no borrowings under this agreement as of December 31, 2009 or December 31, 2010.
There is no expiration date on the current agreement.
The Bank was party to an agreement with the FHLB for long-term debt through their Convertible
Select Loan product. The principal amount of the loan was $5,000,000 and had a two-year term,
maturing on September 17, 2010. The interest rate of 2.75% was fixed for the first year. The loan,
at the option of the FHLB, became convertible to an adjustable-rate loan or a fixed rate loan,
beginning on September 17, 2009 and quarterly thereafter. The debt was used by the Bank to
match-fund a specific commercial loan with similar balance and term.
13. Operating Lease Obligations
The Company has entered into a number of arrangements that are classified as operating leases. The
operating leases are for several branch and office locations. The majority of the branch and office
location leases are renewable at the Companys option. Future minimum lease commitments are based
on current rental payments. Rental expense charged to operations, including license fees for branch
offices, was $116,000, $105,000 and $104,000 in 2010, 2009 and 2008, respectively.
The following is a summary of future minimum rental payments for the next five years required under
operating leases that have initial or remaining noncancellable lease terms in excess of one year as
of December 31, 2010 (in thousands):
|
|
|
|
|
Years ending December 31,
|
|
|
|
|
2011
|
|
$
|
97
|
|
2012
|
|
|
58
|
|
2013
|
|
|
20
|
|
2014
|
|
|
22
|
|
2015
|
|
|
22
|
|
2016 and beyond
|
|
|
22
|
|
|
|
|
|
Total minimum payments required
|
|
$
|
241
|
|
|
|
|
|
14. Income Taxes
The components of income tax expense for the three years ended December 31 were (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
Current tax expense
|
|
$
|
1,467
|
|
|
$
|
1,585
|
|
|
$
|
1,448
|
|
Deferred tax expense
|
|
|
163
|
|
|
|
223
|
|
|
|
609
|
|
|
|
|
|
|
|
|
|
|
|
Total tax expense
|
|
$
|
1,630
|
|
|
$
|
1,808
|
|
|
$
|
2,057
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense related to realized securities gains was $11,000 in 2010, $6,000 in 2009 and
$11,000 in 2008.
A reconciliation of the statutory income tax expense computed at 34% to the income tax expense
included in the consolidated statements of income follows (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
Income before income taxes
|
|
$
|
6,545
|
|
|
$
|
6,914
|
|
|
$
|
7,781
|
|
Effective tax rate
|
|
|
34.0
|
%
|
|
|
34.0
|
%
|
|
|
34.0
|
%
|
|
Federal tax at statutory rate
|
|
|
2,225
|
|
|
|
2,351
|
|
|
|
2,646
|
|
Tax-exempt interest
|
|
|
(473
|
)
|
|
|
(439
|
)
|
|
|
(398
|
)
|
Net earnings on BOLI
|
|
|
(148
|
)
|
|
|
(121
|
)
|
|
|
(130
|
)
|
Life insurance proceeds
|
|
|
|
|
|
|
|
|
|
|
(61
|
)
|
Dividend from unconsolidated
subsidiary
|
|
|
(11
|
)
|
|
|
(13
|
)
|
|
|
|
|
Stock-based compensation
|
|
|
19
|
|
|
|
14
|
|
|
|
14
|
|
Other permanent differences
|
|
|
18
|
|
|
|
16
|
|
|
|
(14
|
)
|
|
|
|
|
|
|
|
|
|
|
Total tax expense
|
|
$
|
1,630
|
|
|
$
|
1,808
|
|
|
$
|
2,057
|
|
|
|
|
|
|
|
|
|
|
|
Effective tax rate
|
|
|
24.9
|
%
|
|
|
26.1
|
%
|
|
|
26.4
|
%
|
Deductible temporary differences and taxable temporary differences gave rise to a net deferred tax
asset for the Company as of December 31, 2010 and 2009. The components giving rise to the net
deferred tax asset are detailed below (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
Deferred Tax Assets
|
|
|
|
|
|
|
|
|
Allowance for loan losses
|
|
$
|
823
|
|
|
$
|
787
|
|
Deferred directors compensation
|
|
|
616
|
|
|
|
654
|
|
Employee and director benefits
|
|
|
634
|
|
|
|
668
|
|
Unrealized loss from securities impairment
|
|
|
221
|
|
|
|
208
|
|
Other
|
|
|
144
|
|
|
|
102
|
|
|
|
|
|
|
|
|
Total deferred tax assets
|
|
|
2,438
|
|
|
|
2,419
|
|
|
|
|
|
|
|
|
|
|
Deferred Tax Liabilities
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
(191
|
)
|
|
|
(207
|
)
|
Equity income from unconsolidated subsidiary
|
|
|
(249
|
)
|
|
|
(178
|
)
|
Qualified pension asset
|
|
|
(73
|
)
|
|
|
(122
|
)
|
Loan origination costs
|
|
|
(158
|
)
|
|
|
(147
|
)
|
Prepaid expense
|
|
|
(35
|
)
|
|
|
(114
|
)
|
Unrealized gains on securities available for sale
|
|
|
(203
|
)
|
|
|
(398
|
)
|
Annuity earnings
|
|
|
(36
|
)
|
|
|
(39
|
)
|
Goodwill
|
|
|
(201
|
)
|
|
|
(154
|
)
|
|
|
|
|
|
|
|
Total deferred tax liabilities
|
|
|
(1,146
|
)
|
|
|
(1,359
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net deferred tax asset
included in other assets
|
|
$
|
1,292
|
|
|
$
|
1,060
|
|
|
|
|
|
|
|
|
The Company has concluded that the deferred tax assets are realizable (on a more likely than not
basis) through the combination of future reversals of existing taxable temporary differences,
certain tax planning strategies and expected future taxable income.
It is the Companys policy to recognize interest and penalties on unrecognized tax benefits in
income tax expense in the Consolidated Statements of Income. No significant income tax
uncertainties were identified as a result of the Companys evaluation of its income tax position.
Therefore, the Company recognized no adjustment for unrecognized income tax benefits for the years
ended December 31, 2010, 2009 and 2008. Years that remain open for potential review by the Internal
Revenue Service are 2007 through 2009.
15.
Stockholders Equity and Regulatory Matters
The Company is authorized to issue 500,000 shares of preferred stock with no par value. The Board
has the ability to fix the voting, dividend, redemption and other rights of the preferred stock,
which can be issued in one or more series. No shares of preferred stock have been issued.
In August 2000, the Board of Directors adopted a Shareholder Rights Plan and declared a dividend
distribution of one right to purchase a share of the Companys common stock at $11.93 for each
share issued and outstanding, upon the occurrence of certain events, as defined in the plan. This
plan expired on August 31, 2010. The rights were not considered potential common shares for
earnings per share purposes because there was no indication that any event would occur which would
cause them to become exercisable.
The Company has a dividend reinvestment and stock purchase plan. Under this plan, additional shares
of Juniata Valley Financial Corp. stock may be purchased at the prevailing market prices with
reinvested dividends and voluntary cash payments, within limits. To the extent that shares are not
available in the open market, the Company has reserved common stock to be issued under the plan. As
of October 2005, any adjustment in capitalization of the Company resulted in a proportionate
adjustment to the reserve for this plan. At December 31, 2010, 141,887 shares were available for
issuance under the Dividend Reinvestment Plan.
The Company periodically repurchases shares of its common stock under the share repurchase program
approved by the Board of Directors. Repurchases have typically been through open market
transactions and have complied with all regulatory restrictions on the timing and amount of such
repurchases. Shares repurchased have been added to treasury stock and accounted for at cost. These
shares may be reissued for stock option exercises, employee stock purchase plan purchases and to
fulfill dividend reinvestment program needs. During 2008, 2009 and 2010, 72,955, 12,600 and 83,900
shares, respectively, were repurchased in conjunction with this program. Remaining shares
authorized in the program were 122,036 as of December 31, 2010.
The Company and the Bank are subject to risk-based capital standards by which all bank holding
companies and banks are evaluated in terms of capital adequacy. These regulatory capital
requirements are administered by the federal banking agencies. Failure to meet minimum capital
requirements can initiate certain mandatory and possibly additional discretionary actions by
regulators that, if undertaken, could have a direct material effect on the Companys financial
statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective
action, the Company and the Bank must meet specific capital guidelines that involve quantitative
measures of the Companys and the Banks assets, liabilities, and certain off-balance sheet items
as calculated under regulatory accounting practices. The Companys and Banks capital amounts and
classification are also subject to qualitative judgments by the regulators about components, risk
weightings, and other factors.
Quantitative measures established by regulation to ensure capital adequacy require the Company and
the Bank to each maintain minimum amounts and ratios (set forth in the table below) of Total and
Tier I capital (as defined in the regulations) to risk-weighted assets (as defined in the
regulations), and Tier I capital (as defined in the regulations) to average assets (as defined in
the regulations). Management believes, as of December 31, 2010 and 2009, that the Company and the
Bank met all capital adequacy requirements to which they were subject.
As of December 31, 2010, the most recent notification from the regulatory banking agencies
categorized the Bank as well capitalized under the regulatory framework for prompt corrective
action. To be categorized as well capitalized, the Bank must maintain minimum Total risk-based,
Tier I risk-based and Tier I leverage ratios as set forth in the table. To the knowledge of
management, there are no conditions or events since these notifications that have changed the
Banks category.
The table below provides a comparison of the Companys and the Banks risk-based capital ratios and
leverage ratios to the minimum regulatory requirements for the periods indicated (dollars in
thousands).
Juniata Valley Financial Corp. (Consolidated)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minimum Requirement
|
|
|
|
|
|
|
|
|
|
|
|
For Capital
|
|
|
|
Actual
|
|
|
Adequacy Purposes
|
|
|
|
Amount
|
|
|
Ratio
|
|
|
Amount
|
|
|
Ratio
|
|
As of December 31, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Capital
|
|
$
|
51,977
|
|
|
|
19.35
|
%
|
|
$
|
21,492
|
|
|
|
8.00
|
%
|
(to Risk Weighted Assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier 1 Capital
|
|
|
49,141
|
|
|
|
18.29
|
%
|
|
|
10,746
|
|
|
|
4.00
|
%
|
(to Risk Weighted Assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier 1 Capital
|
|
|
49,141
|
|
|
|
11.25
|
%
|
|
|
17,473
|
|
|
|
4.00
|
%
|
(to Average Assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Capital
|
|
$
|
51,773
|
|
|
|
18.49
|
%
|
|
$
|
22,396
|
|
|
|
8.00
|
%
|
(to Risk Weighted Assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier 1 Capital
|
|
|
49,054
|
|
|
|
17.52
|
%
|
|
|
11,198
|
|
|
|
4.00
|
%
|
(to Risk Weighted Assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier 1 Capital
|
|
|
49,054
|
|
|
|
11.33
|
%
|
|
|
17,318
|
|
|
|
4.00
|
%
|
(to Average Assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Juniata Valley Bank
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minimum Regulatory
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Requirements to be
|
|
|
|
|
|
|
|
|
|
|
|
Minimum Requirement
|
|
|
Well Capitalized
|
|
|
|
|
|
|
|
|
|
|
|
For Capital
|
|
|
under Prompt
|
|
|
|
Actual
|
|
|
Adequacy Purposes
|
|
|
Corrective Action Provisions
|
|
|
|
Amount
|
|
|
Ratio
|
|
|
Amount
|
|
|
Ratio
|
|
|
Amount
|
|
|
Ratio
|
|
As of December 31, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Capital
|
|
$
|
46,196
|
|
|
|
17.46
|
%
|
|
$
|
21,171
|
|
|
|
8.00
|
%
|
|
$
|
26,464
|
|
|
|
10.00
|
%
|
(to Risk Weighted Assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier 1 Capital
|
|
|
43,354
|
|
|
|
16.38
|
%
|
|
|
10,586
|
|
|
|
4.00
|
%
|
|
|
15,878
|
|
|
|
6.00
|
%
|
(to Risk Weighted Assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier 1 Capital
|
|
|
43,354
|
|
|
|
10.19
|
%
|
|
|
17,016
|
|
|
|
4.00
|
%
|
|
|
21,270
|
|
|
|
5.00
|
%
|
(to Average Assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Capital
|
|
$
|
45,675
|
|
|
|
16.54
|
%
|
|
$
|
22,086
|
|
|
|
8.00
|
%
|
|
$
|
27,608
|
|
|
|
10.00
|
%
|
(to Risk Weighted Assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier 1 Capital
|
|
|
42,956
|
|
|
|
15.56
|
%
|
|
|
11,043
|
|
|
|
4.00
|
%
|
|
|
16,565
|
|
|
|
6.00
|
%
|
(to Risk Weighted Assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier 1 Capital
|
|
|
42,956
|
|
|
|
10.01
|
%
|
|
|
17,168
|
|
|
|
4.00
|
%
|
|
|
21,460
|
|
|
|
5.00
|
%
|
(to Average Assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Certain restrictions exist regarding the ability of the Bank to transfer funds to the Company
in the form of cash dividends, loans or advances. At December 31, 2010, $37,868,000 of
undistributed earnings of the Bank, included in the consolidated stockholders equity, was
available for distribution to the Company as dividends without prior regulatory approval, subject
to regulatory capital requirements above.
16. Calculation Of Earnings Per Share
Basic earnings per share (EPS) is computed by dividing net income by the weighted average number of
common shares outstanding for the period. Diluted EPS reflects the potential dilution that could
occur if securities or other contracts to issue common stock were exercised or converted into
common stock or resulted in the issuance of common stock that then shared in the earnings of the
Company. Potential common shares that may be issued by the Company relate solely to outstanding
stock options and are determined using the treasury stock method. The following table sets forth
the computation of basic and diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
|
(Amounts, except earnings per share, in thousands)
|
|
|
Net income
|
|
$
|
4,915
|
|
|
$
|
5,106
|
|
|
$
|
5,724
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding
|
|
|
4,297
|
|
|
|
4,341
|
|
|
|
4,376
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share
|
|
$
|
1.14
|
|
|
$
|
1.18
|
|
|
$
|
1.31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding
|
|
|
4,297
|
|
|
|
4,341
|
|
|
|
4,376
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock equivalents due to effect of stock options
|
|
|
4
|
|
|
|
4
|
|
|
|
10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total weighted-average common shares and equivalents
|
|
|
4,301
|
|
|
|
4,345
|
|
|
|
4,386
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share
|
|
$
|
1.14
|
|
|
$
|
1.18
|
|
|
$
|
1.31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anti-dilutive stock options outstanding
|
|
|
70
|
|
|
|
73
|
|
|
|
33
|
|
17. Comprehensive Income
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, are reported as a separate component of the equity section of the
consolidated balance sheet, such items, along with net income, are components of comprehensive
income. Components of comprehensive income consist of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2010
|
|
|
|
Before
|
|
|
Tax (Expense)
|
|
|
|
|
|
|
Tax
|
|
|
or
|
|
|
Net-of-Tax
|
|
|
|
Amount
|
|
|
Benefit
|
|
|
Amount
|
|
Net income
|
|
$
|
6,545
|
|
|
$
|
(1,630
|
)
|
|
$
|
4,915
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized losses on available for sale securities :
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding losses arising during the period
|
|
|
(584
|
)
|
|
|
199
|
|
|
|
(385
|
)
|
|
Unrealized holding gains from unconsolidated subsidiary
|
|
|
2
|
|
|
|
|
|
|
|
2
|
|
Less reclassification adjustment for:
|
|
|
|
|
|
|
|
|
|
|
|
|
gains included in net income
|
|
|
(31
|
)
|
|
|
11
|
|
|
|
(20
|
)
|
securities impairment charge
|
|
|
40
|
|
|
|
(14
|
)
|
|
|
26
|
|
Unrecognized pension net gain
|
|
|
71
|
|
|
|
(24
|
)
|
|
|
47
|
|
Unrecognized pension cost due to change in assumptions
|
|
|
(625
|
)
|
|
|
212
|
|
|
|
(413
|
)
|
Amortization of pension prior service cost
|
|
|
(2
|
)
|
|
|
1
|
|
|
|
(1
|
)
|
Amortization of pension net actuarial loss
|
|
|
127
|
|
|
|
(43
|
)
|
|
|
84
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive loss
|
|
|
(1,002
|
)
|
|
|
342
|
|
|
|
(660
|
)
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income
|
|
$
|
5,543
|
|
|
$
|
(1,288
|
)
|
|
$
|
4,255
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2009
|
|
|
|
Before
|
|
|
Tax (Expense)
|
|
|
|
|
|
|
Tax
|
|
|
or
|
|
|
Net-of-Tax
|
|
|
|
Amount
|
|
|
Benefit
|
|
|
Amount
|
|
Net income
|
|
$
|
6,914
|
|
|
$
|
(1,808
|
)
|
|
$
|
5,106
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized losses on available for sale securities :
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding losses arising during the period
|
|
|
(79
|
)
|
|
|
27
|
|
|
|
(52
|
)
|
|
Unrealized holding losses from unconsolidated
subsidiary
|
|
|
(17
|
)
|
|
|
|
|
|
|
(17
|
)
|
Less reclassification adjustment for:
|
|
|
|
|
|
|
|
|
|
|
|
|
gains included in net income
|
|
|
(17
|
)
|
|
|
6
|
|
|
|
(11
|
)
|
securities impairment charge
|
|
|
226
|
|
|
|
(77
|
)
|
|
|
149
|
|
Unrecognized pension net gain
|
|
|
413
|
|
|
|
(140
|
)
|
|
|
273
|
|
Unrecognized pension cost due to change in assumptions
|
|
|
(7
|
)
|
|
|
2
|
|
|
|
(5
|
)
|
Amortization of pension prior service cost
|
|
|
(2
|
)
|
|
|
1
|
|
|
|
(1
|
)
|
Amortization of pension net actuarial loss
|
|
|
161
|
|
|
|
(55
|
)
|
|
|
106
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income
|
|
|
678
|
|
|
|
(236
|
)
|
|
|
442
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income
|
|
$
|
7,592
|
|
|
$
|
(2,044
|
)
|
|
$
|
5,548
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2008
|
|
|
|
Before
|
|
|
Tax (Expense)
|
|
|
|
|
|
|
Tax
|
|
|
or
|
|
|
Net-of-Tax
|
|
|
|
Amount
|
|
|
Benefit
|
|
|
Amount
|
|
Net income
|
|
$
|
7,781
|
|
|
$
|
(2,057
|
)
|
|
$
|
5,724
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gains on available for sale securities :
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding gains arising during the period
|
|
|
324
|
|
|
|
(110
|
)
|
|
|
214
|
|
|
Unrealized holding gains from unconsolidated subsidiary
|
|
|
5
|
|
|
|
|
|
|
|
5
|
|
Less reclassification adjustment for:
|
|
|
|
|
|
|
|
|
|
|
|
|
gains included in net income
|
|
|
(33
|
)
|
|
|
11
|
|
|
|
(22
|
)
|
securities impairment charge
|
|
|
554
|
|
|
|
(188
|
)
|
|
|
366
|
|
Unrecognized pension net loss
|
|
|
(1,894
|
)
|
|
|
644
|
|
|
|
(1,250
|
)
|
Unrecognized pension cost due to change in assumptions
|
|
|
(42
|
)
|
|
|
14
|
|
|
|
(28
|
)
|
Amortization of pension prior service cost
|
|
|
(2
|
)
|
|
|
1
|
|
|
|
(1
|
)
|
Amortization of pension net actuarial loss
|
|
|
38
|
|
|
|
(12
|
)
|
|
|
26
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive loss
|
|
|
(1,050
|
)
|
|
|
360
|
|
|
|
(690
|
)
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income
|
|
$
|
6,731
|
|
|
$
|
(1,697
|
)
|
|
$
|
5,034
|
|
|
|
|
|
|
|
|
|
|
|
Components of accumulated other comprehensive loss, net of tax as of December 31 of each of
the last three years consist of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2010
|
|
|
12/31/2009
|
|
|
12/31/2008
|
|
Unrealized gains on available for sale securities
|
|
$
|
399
|
|
|
$
|
776
|
|
|
$
|
707
|
|
Unrecognized expense for defined benefit pension
|
|
|
(1,864
|
)
|
|
|
(1,581
|
)
|
|
|
(1,954
|
)
|
|
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive loss
|
|
$
|
(1,465
|
)
|
|
$
|
(805
|
)
|
|
$
|
(1,247
|
)
|
|
|
|
|
|
|
|
|
|
|
18. Fair Value Measurements
ASC Topic 820,
Fair Value Measurements and Disclosures
, provides guidance for defining fair value
as the price that would be received to sell an asset or transfer a 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.
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 entitys own assumptions about the assumptions market participants would use in pricing
the asset or liability developed based on the best information available in the circumstances. In
that regard, 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 entitys own assumptions about the assumptions that market
participants would use in pricing the assets or liabilities.
A description of the valuation methodologies used for instruments measured at fair value, as well
as the general classification of such instruments pursuant to the valuation hierarchy, is set forth
below. These valuation methodologies were applied to all of the Companys financial assets and
financial liabilities carried at fair value effective January 1, 2008.
In general, fair value is based upon quoted market prices, where available. If such quoted market
prices are not available, fair value is based upon internally developed models that primarily use,
as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that
financial instruments are recorded at fair value. These adjustments may include amounts to reflect
counterparty credit quality, the Companys creditworthiness, among other things, as well as
unobservable parameters. Any such valuation adjustments are applied consistently over time. The
Companys 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
Companys 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 Company obtains fair value
measurement from an independent pricing service. The fair value measurements consider observable
data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve,
live trading levels, trade execution data, market consensus prepayment speeds, credit information
and the bonds terms and conditions, among other things. Equity securities classified as available
for sale are reported at fair value using Level 1 inputs.
Impaired Loans.
Certain impaired loans are reported on a non-recurring basis 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.
The following table summarizes financial assets and financial liabilities measured at fair value as
of December 31, 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).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
|
|
|
|
|
|
Quoted Prices in
|
|
|
Significant
|
|
|
Significant
|
|
|
|
|
|
|
|
Active Markets
|
|
|
Other
|
|
|
Other
|
|
|
|
December 31,
|
|
|
for Identical
|
|
|
Observable
|
|
|
Unobservable
|
|
|
|
2010
|
|
|
Assets
|
|
|
Inputs
|
|
|
Inputs
|
|
Measured at fair value on a recurring basis:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt securities available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury securities and obligations of U.S. Government agencies and corporations
|
|
$
|
37,696
|
|
|
$
|
|
|
|
$
|
37,696
|
|
|
$
|
|
|
Obligations of state and political subdivisions
|
|
|
38,893
|
|
|
|
|
|
|
|
38,893
|
|
|
|
|
|
Corporate notes
|
|
|
1,028
|
|
|
|
|
|
|
|
1,028
|
|
|
|
|
|
Mortgage-backed securities
|
|
|
1,345
|
|
|
|
|
|
|
|
1,345
|
|
|
|
|
|
Equity securities available-for-sale
|
|
|
961
|
|
|
|
961
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Measured at fair value on a non-recurring basis:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired loans
|
|
|
1,567
|
|
|
|
|
|
|
|
|
|
|
|
1,567
|
|
Other real estate owned
|
|
|
412
|
|
|
|
|
|
|
|
|
|
|
|
412
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
|
|
|
|
|
|
Quoted Prices in
|
|
|
Significant
|
|
|
Significant
|
|
|
|
|
|
|
|
Active Markets
|
|
|
Other
|
|
|
Other
|
|
|
|
December 31,
|
|
|
for Identical
|
|
|
Observable
|
|
|
Unobservable
|
|
|
|
2009
|
|
|
Assets
|
|
|
Inputs
|
|
|
Inputs
|
|
Measured at fair value on a recurring basis:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt securities available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury securities and obligations of U.S. Government agencies and corporations
|
|
$
|
33,553
|
|
|
$
|
|
|
|
$
|
33,553
|
|
|
$
|
|
|
Obligations of state and political subdivisions
|
|
|
40,397
|
|
|
|
|
|
|
|
40,397
|
|
|
|
|
|
Corporate notes
|
|
|
1,026
|
|
|
|
|
|
|
|
1,026
|
|
|
|
|
|
Mortgage-backed securities
|
|
|
1,515
|
|
|
|
|
|
|
|
1,515
|
|
|
|
|
|
Equity securities available-for-sale
|
|
|
865
|
|
|
|
865
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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. These were not significant at December 31,
2010 and 2009.
Fair Value of Financial Instruments
The estimated fair values of the Companys financial instruments are as follows (in thousands):
Financial Instruments
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010
|
|
|
December 31, 2009
|
|
|
|
Carrying
|
|
|
Fair
|
|
|
Carrying
|
|
|
Fair
|
|
|
|
Value
|
|
|
Value
|
|
|
Value
|
|
|
Value
|
|
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from banks
|
|
$
|
12,758
|
|
|
$
|
12,758
|
|
|
$
|
18,613
|
|
|
$
|
18,613
|
|
Interest bearing deposits with banks
|
|
|
218
|
|
|
|
218
|
|
|
|
82
|
|
|
|
82
|
|
Federal funds sold
|
|
|
12,300
|
|
|
|
12,300
|
|
|
|
1,200
|
|
|
|
1,200
|
|
Interest bearing time deposits with banks
|
|
|
1,345
|
|
|
|
1,360
|
|
|
|
1,420
|
|
|
|
1,447
|
|
Securities
|
|
|
79,923
|
|
|
|
79,923
|
|
|
|
77,356
|
|
|
|
77,356
|
|
Restricted investment in FHLB stock
|
|
|
2,088
|
|
|
|
2,088
|
|
|
|
2,197
|
|
|
|
2,197
|
|
Total loans, net of unearned interest
|
|
|
298,102
|
|
|
|
312,621
|
|
|
|
311,630
|
|
|
|
324,061
|
|
Accrued interest receivable
|
|
|
1,763
|
|
|
|
1,763
|
|
|
|
2,284
|
|
|
|
2,284
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest bearing deposits
|
|
|
60,696
|
|
|
|
60,696
|
|
|
|
55,030
|
|
|
|
55,030
|
|
Interest bearing deposits
|
|
|
316,094
|
|
|
|
323,003
|
|
|
|
322,367
|
|
|
|
327,724
|
|
Securities sold under agreements to repurchase
|
|
|
3,314
|
|
|
|
3,314
|
|
|
|
3,207
|
|
|
|
3,207
|
|
Long-term debt
|
|
|
|
|
|
|
|
|
|
|
5,000
|
|
|
|
5,077
|
|
Other interest bearing liabilities
|
|
|
1,200
|
|
|
|
1,202
|
|
|
|
1,146
|
|
|
|
1,148
|
|
Accrued interest payable
|
|
|
499
|
|
|
|
499
|
|
|
|
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 Companys 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 Company could have
realized in sales transactions on the dates indicated. The estimated fair value amounts have been
measured as of their respective year 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 year end.
The information presented above should not be interpreted as an estimate of the fair value of the
entire Company since a fair value calculation is provided only for a limited portion of the
Companys assets and liabilities. Due to a wide range of valuation techniques and the degree of
subjectivity used in making the estimates, comparisons between the Companys disclosures and those
of other companies may not be meaningful.
The following describes the estimated fair value of the Companys 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 Company obtains fair value
measurement from an independent pricing service. The fair value measurements consider observable
data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve,
live trading levels, trade execution data, market consensus prepayment speeds, credit information
and the bonds terms and conditions, among other things. Equity securities classified as available
for sale are reported at fair value using Level 1 inputs.
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 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.
19. Employee Benefit Plans
Stock Compensation Plan
The 2000 Incentive Stock Option Plan (the Plan) expired in May 2010 and as of December 31, 2010,
had not yet been replaced with a new plan. Under the provisions of the Plan, while active, options
could be granted to officers and key employees of the Company. The Plan provided that the option
price per share was not to be less than the fair market value of the stock on the day the option
was granted, but in no event less than the par value of such stock. Options granted under the Plan
are exercisable no earlier than one year after the grant and expire ten years after the date of the
grant.
The Plan was administered by a committee of the Board of Directors, whose members were not eligible
to receive options under the Plan. The Committee determined, among other things, which officers and
key employees received options, the number of shares to be subject to each option, the option price
and the duration of the option. Options vest over three to five years and are exercisable at the
grant price, which is at least the fair market value of the stock on the grant date. All options
previously granted under the Plan are scheduled to expire through October 20, 2019. The aggregate
number of shares that could have been issued upon the exercise of options under the Plan was
440,000 shares, and due to the expiration of the Plan, no shares were available for grant as of
December 31, 2010. The Plans options outstanding at December 31, 2010 have exercise prices between
$14.10 and $24.00, with a weighted average exercise price of $18.83 and a weighted average
remaining contractual life of 3.8 years.
As of December 31, 2010, there was $41,000 of total unrecognized compensation cost related to
nonvested share-based compensation arrangements granted under the Plan. That cost is expected to be
recognized through 2014.
Cash received from option exercises under the Plan for the years ended December 31, 2010, 2009 and
2008 was $28,000, $95,000, and $36,000, respectively.
A summary of the status of the Plan as of December 31, 2010, 2009 and 2008, and changes during the
years ending on those dates is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
|
Exercise
|
|
|
|
|
|
|
Exercise
|
|
|
|
|
|
|
Exercise
|
|
|
|
Shares
|
|
|
Price
|
|
|
Shares
|
|
|
Price
|
|
|
Shares
|
|
|
Price
|
|
Outstanding at beginning of year
|
|
|
97,473
|
|
|
$
|
18.71
|
|
|
|
85,985
|
|
|
$
|
18.73
|
|
|
|
79,512
|
|
|
$
|
18.31
|
|
Granted
|
|
|
|
|
|
|
|
|
|
|
19,864
|
|
|
|
17.22
|
|
|
|
13,317
|
|
|
|
21.10
|
|
Exercised
|
|
|
(1,960
|
)
|
|
|
14.18
|
|
|
|
(6,698
|
)
|
|
|
14.14
|
|
|
|
(2,477
|
)
|
|
|
14.72
|
|
Forfeited
|
|
|
(2,560
|
)
|
|
|
18.15
|
|
|
|
(1,678
|
)
|
|
|
20.02
|
|
|
|
(4,367
|
)
|
|
|
20.59
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at end of year
|
|
|
92,953
|
|
|
$
|
18.83
|
|
|
|
97,473
|
|
|
$
|
18.71
|
|
|
|
85,985
|
|
|
$
|
18.73
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable at year-end
|
|
|
78,402
|
|
|
|
|
|
|
|
61,254
|
|
|
$
|
18.62
|
|
|
|
58,187
|
|
|
$
|
17.69
|
|
|
Weighted-average fair value of
of options granted
during the year
|
|
$
|
|
|
|
|
|
|
|
$
|
2.75
|
|
|
|
|
|
|
$
|
3.37
|
|
|
|
|
|
|
Intrinsic value of options
exercised during the year
|
|
$
|
5,918
|
|
|
|
|
|
|
$
|
15,792
|
|
|
|
|
|
|
$
|
15,598
|
|
|
|
|
|
The following table summarizes characteristics of stock options as of December 31, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding
|
|
|
Exercisable
|
|
|
|
|
|
|
|
|
|
|
|
Contractual
|
|
|
Average
|
|
|
|
|
|
|
Average
|
|
|
|
Exercise
|
|
|
|
|
|
|
Average Life
|
|
|
Exercise
|
|
|
|
|
|
|
Exercise
|
|
Grant Date
|
|
Price
|
|
|
Shares
|
|
|
(Years)
|
|
|
Price
|
|
|
Shares
|
|
|
Price
|
|
11/20/2001
|
|
$
|
14.10
|
|
|
|
4,026
|
|
|
|
0.39
|
|
|
$
|
14.10
|
|
|
|
4,026
|
|
|
$
|
14.10
|
|
11/19/2002
|
|
|
14.25
|
|
|
|
8,728
|
|
|
|
1.46
|
|
|
|
14.25
|
|
|
|
8,728
|
|
|
|
14.25
|
|
11/18/2003
|
|
|
15.13
|
|
|
|
9,920
|
|
|
|
1.87
|
|
|
|
15.13
|
|
|
|
9,920
|
|
|
|
15.13
|
|
11/15/2004
|
|
|
20.25
|
|
|
|
7,832
|
|
|
|
2.16
|
|
|
|
20.25
|
|
|
|
7,832
|
|
|
|
20.25
|
|
10/18/2005
|
|
|
24.00
|
|
|
|
9,150
|
|
|
|
2.61
|
|
|
|
24.00
|
|
|
|
9,150
|
|
|
|
24.00
|
|
10/17/2006
|
|
|
21.00
|
|
|
|
9,716
|
|
|
|
3.33
|
|
|
|
21.00
|
|
|
|
8,971
|
|
|
|
21.00
|
|
10/16/2007
|
|
|
20.05
|
|
|
|
12,960
|
|
|
|
4.17
|
|
|
|
20.05
|
|
|
|
10,981
|
|
|
|
20.05
|
|
10/21/2008
|
|
|
21.10
|
|
|
|
12,705
|
|
|
|
5.74
|
|
|
|
21.10
|
|
|
|
9,462
|
|
|
|
21.10
|
|
10/20/2009
|
|
|
17.22
|
|
|
|
17,916
|
|
|
|
6.68
|
|
|
|
17.22
|
|
|
|
9,332
|
|
|
|
17.22
|
|
The Board of Directors is considering a new stock option plan, with essentially the same
structure as the former Plan. The new plan, if approved by the Board, will be subject to approval
by shareholders at the Companys Annual Meeting on May 17, 2011.
Defined Benefit Retirement Plan
The Company sponsors a defined benefit retirement plan which covered substantially all of its
employees through December 31, 2007. As of January 1, 2008, the plan was amended to close the plan
to new entrants. All active participants as of December 31, 2007 became 100% vested in their
accrued benefit and, as long as they remain eligible will continue to accrue benefits until
retirement. The benefits are based on years of service and the employees compensation. The
Companys funding policy is to contribute annually no more than the maximum amount that can be
deducted for federal income tax 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
Company does not expect to contribute to the defined benefit plan in 2011.
Management expects that approximately $240,000 will be recorded as net periodic expense in 2011 for
the defined benefit plan, which includes 2011s service cost and expected amortization out of
accumulated other comprehensive income in 2011. The following table sets forth by level, within the
fair value hierarchy, debt and equity instruments included in the defined benefit retirements plan
assets at fair value as of December 31, 2010 and December 31, 2009 (in thousands). Assets included
in the plan that are not valued in the hierarchy table consist of cash and cash equivalents,
totaling $739,000 and $1,289,000, at December 31, 2010 and 2009, respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
|
|
|
|
|
|
Quoted Prices in
|
|
|
Significant
|
|
|
Significant
|
|
|
|
|
|
|
|
Active Markets
|
|
|
Other
|
|
|
Other
|
|
|
|
December 31,
|
|
|
for Identical
|
|
|
Observable
|
|
|
Unobservable
|
|
|
|
2010
|
|
|
Assets
|
|
|
Inputs
|
|
|
Inputs
|
|
Measured at fair value on a recurring basis:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government and agency securities
|
|
$
|
473
|
|
|
$
|
|
|
|
$
|
473
|
|
|
$
|
|
|
Corporate bonds and notes
|
|
|
2,890
|
|
|
|
|
|
|
|
2,890
|
|
|
|
|
|
Mutual funds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value funds
|
|
|
852
|
|
|
|
852
|
|
|
|
|
|
|
|
|
|
Blend funds
|
|
|
605
|
|
|
|
605
|
|
|
|
|
|
|
|
|
|
Growth funds
|
|
|
2,463
|
|
|
|
2,463
|
|
|
|
|
|
|
|
|
|
Common stocks
|
|
|
4
|
|
|
|
4
|
|
|
|
|
|
|
|
|
|
Money market funds
|
|
|
1,199
|
|
|
|
1,199
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
8,486
|
|
|
$
|
5,123
|
|
|
$
|
3,363
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
|
|
|
|
|
|
Quoted Prices in
|
|
|
Significant
|
|
|
Significant
|
|
|
|
|
|
|
|
Active Markets
|
|
|
Other
|
|
|
Other
|
|
|
|
December 31,
|
|
|
for Identical
|
|
|
Observable
|
|
|
Unobservable
|
|
|
|
2009
|
|
|
Assets
|
|
|
Inputs
|
|
|
Inputs
|
|
Measured at fair value on a recurring basis:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government and agency securities
|
|
$
|
127
|
|
|
$
|
|
|
|
$
|
127
|
|
|
$
|
|
|
Corporate bonds and notes
|
|
|
2,957
|
|
|
|
|
|
|
|
2,957
|
|
|
|
|
|
Mutual funds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value funds
|
|
|
626
|
|
|
|
626
|
|
|
|
|
|
|
|
|
|
Blend funds
|
|
|
388
|
|
|
|
388
|
|
|
|
|
|
|
|
|
|
Growth funds
|
|
|
1,520
|
|
|
|
1,520
|
|
|
|
|
|
|
|
|
|
Common stocks
|
|
|
4
|
|
|
|
4
|
|
|
|
|
|
|
|
|
|
Money market funds
|
|
|
1,450
|
|
|
|
1,450
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
7,072
|
|
|
$
|
3,988
|
|
|
$
|
3,084
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The measurement date for the defined benefit plan is December 31. Information pertaining to
the activity in the defined benefit plan is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31,
|
|
|
|
2010
|
|
|
2009
|
|
Change in projected benefit obligation (PBO)
|
|
|
|
|
|
|
|
|
|
PBO at beginning of year
|
|
$
|
8,002
|
|
|
$
|
7,585
|
|
Service cost
|
|
|
186
|
|
|
|
187
|
|
Interest cost
|
|
|
473
|
|
|
|
449
|
|
Change in assumptions
|
|
|
626
|
|
|
|
|
|
Actuarial loss
|
|
|
85
|
|
|
|
104
|
|
Benefits paid
|
|
|
(363
|
)
|
|
|
(323
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PBO at end of year
|
|
$
|
9,009
|
|
|
$
|
8,002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in plan assets
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets at beginning of year
|
|
$
|
8,361
|
|
|
$
|
6,715
|
|
Actual return on plan assets, net of expenses
|
|
|
727
|
|
|
|
969
|
|
Employer contribution
|
|
|
500
|
|
|
|
1,000
|
|
Benefits paid
|
|
|
(363
|
)
|
|
|
(323
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets at end of year
|
|
$
|
9,225
|
|
|
$
|
8,361
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of funded status to net amount recognized
Overfunded status
|
|
$
|
216
|
|
|
$
|
359
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated benefit obligation
|
|
$
|
7,550
|
|
|
$
|
6,731
|
|
Pension expense included the following components for the years ended December 31 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Service cost during the year
|
|
$
|
186
|
|
|
$
|
187
|
|
|
$
|
179
|
|
Interest cost on projected benefit
obligation
|
|
|
473
|
|
|
|
449
|
|
|
|
441
|
|
Expected return on plan assets
|
|
|
(570
|
)
|
|
|
(459
|
)
|
|
|
(425
|
)
|
Net amortization
|
|
|
(2
|
)
|
|
|
(2
|
)
|
|
|
(2
|
)
|
Recognized net actuarial loss
|
|
|
127
|
|
|
|
161
|
|
|
|
39
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost
|
|
$
|
214
|
|
|
$
|
336
|
|
|
$
|
232
|
|
|
|
|
|
|
|
|
|
|
|
Assumptions used to determine benefit obligations were:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
Discount rate
|
|
|
5.50
|
%
|
|
|
6.00
|
%
|
|
|
6.00
|
%
|
Rate of compensation increase
|
|
|
4.00
|
|
|
|
4.00
|
|
|
|
4.00
|
|
Assumptions used to determine the net periodic benefit cost were:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
Discount rate
|
|
|
6.00
|
%
|
|
|
6.00
|
%
|
|
|
6.00
|
%
|
Expected long-term return on plan assets
|
|
|
7.00
|
|
|
|
7.00
|
|
|
|
7.00
|
|
Rate of compensation increase
|
|
|
4.00
|
|
|
|
4.00
|
|
|
|
4.00
|
|
The investment strategy and investment policy for the retirement plan is to target the plan assets
to contain 50% equity and 50% fixed income securities. The asset allocation as of December 31, 2010
is approximately 50% fixed income securities, 43% equities and 7% cash equivalents.
Future expected benefit payments (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
2014
|
|
|
2015
|
|
|
2016-2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated future benefit payments
|
|
$
|
419
|
|
|
$
|
427
|
|
|
$
|
431
|
|
|
$
|
443
|
|
|
$
|
460
|
|
|
$
|
2,678
|
|
Defined Contribution Plan
The Company has a Defined Contribution Plan under which employees, through payroll deductions, are
able to defer portions of their compensation. The plan was established in 1994 and, until 2008, the
Company had made no contribution to the plan in any form. During 2007, the plan was amended so
that, effective January 1, 2008, the Company makes an annual non-elective fully vested contribution
equal to 3% of compensation to each eligible participant. As of December 31, 2010, a liability of
$161,000 was recorded to satisfy this obligation, and will be credited to employees accounts by
March 31, 2011. Expense incurred under this plan was $153,000, $165,000 and $154,000 in 2010, 2009
and 2008, respectively.
Employee Stock Purchase Plan
The Company has an Employee Stock Purchase Plan under which employees, through payroll deductions,
are able to purchase shares of stock annually. The option price of the stock purchases is between
95% and 100% of the fair market value of the stock on the offering termination date as determined
annually by the Board of Directors. The maximum number of shares which employees may purchase under
the Plan is 250,000; however, the annual issuance of shares may not exceed 5,000 shares plus any
unissued shares from prior offerings. There were 2,118 shares issued in 2010, 2,434 shares issued
in 2009 and 2,088 shares issued in 2008 under this plan. At December 31, 2010, there were 195,522
shares reserved for issuance under the Employee Stock Purchase Plan.
Supplemental Retirement Plans
The Company has non-qualified supplemental retirement plans for directors and key employees. At
December 31, 2010 and 2009, the present value of the future liability was $808,000 and $932,000,
respectively. For the years ended December 31, 2010, 2009 and 2008, $93,000, $104,000 and $64,000,
respectively, was charged to expense in connection with these plans. The Company offsets the cost
of these plans through the purchase of bank-owned life insurance and annuities. See Note 7.
Deferred Compensation Plans
The Company has entered into deferred compensation agreements with certain directors to provide
each director an additional retirement benefit, or to provide their beneficiary a benefit, in the
event of pre-retirement death. At December 31, 2010 and 2009, the present value of the future
liability was $1,811,000 and $1,923,000, respectively. For the years ended December 31, 2010, 2009
and 2008, $90,000, $106,000 and $124,000, respectively, was charged to expense in connection with
these plans. The Company offsets the cost of these plans through the purchase of bank-owned life
insurance. See Note 7.
Salary Continuation Plans
The Company has non-qualified salary continuation plans for key employees. At December 31, 2010 and
2009, the present value of the future liability was $1,058,000 and $1,031,000, respectively. For
the years ended December 31, 2010, 2009 and 2008, $96,000, $104,000 and $13,000, respectively, was
charged to expense in connection with these plans. The Company offsets the cost of these plans
through the purchase of bank-owned life insurance. See Note 7.
20. Financial Instruments With Off-Balance Sheet Risk
The Company is a party to financial instruments with off-balance sheet risk in the normal course of
business to meet the financing needs of its customers. These financial instruments may include
commitments to extend credit and letters of credit. These instruments involve, to varying degrees,
elements of credit risk that are not recognized in the consolidated financial statements.
Exposure to credit loss in the event of non-performance by the other party to the financial
instrument for commitments to extend credit and letters of credit is represented by the contractual
amount of those instruments. The Bank uses the same credit policies in making these commitments and
conditional obligations as it does for on-balance sheet instruments. The Company controls the
credit risk of its financial instruments through credit approvals, limits and monitoring
procedures; however, it does not generally require collateral for such financial instruments since
there is no principal credit risk.
A summary of the Companys financial instrument commitments is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
Commitments to grant loans
|
|
$
|
23,623
|
|
|
$
|
31,587
|
|
Unfunded commitments under lines of credit
|
|
|
13,843
|
|
|
|
15,002
|
|
Outstanding letters of credit
|
|
|
845
|
|
|
|
974
|
|
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. Commitments generally have fixed expiration dates or
other termination clauses and may require payment of a fee. Since portions of the commitments are
expected to expire without being drawn upon, the total commitment amounts do not necessarily
represent future cash requirements. The Bank evaluates each customers creditworthiness on a
case-by-case basis. The amount of collateral obtained by the Bank upon extension of credit is based
on managements credit evaluation of the counter-party. Collateral held varies but may include
personal or commercial real estate, accounts receivable, inventory and equipment.
Outstanding letters of credit are instruments issued by the Bank that guarantee the beneficiary
payment by the Bank in the event of default by the Banks customer in the non-performance of an
obligation or service. Most letters of credit are extended for one year periods. The credit risk
involved in issuing letters of credit is essentially the same as that involved in extending loan
facilities to customers. The Bank holds collateral supporting those commitments for which
collateral is deemed necessary. The amount of the liability as of December 31, 2010 and 2009 for
guarantees under letters of credit issued is not material.
The maximum undiscounted exposure related to these guarantees at December 31, 2010 was $845,000,
and the approximate value of underlying collateral upon liquidation that would be expected to cover
this maximum potential exposure was $1,001,000.
21. Related-Party Transactions
The Bank has granted loans to certain of its executive officers, directors and their related
interests. These loans were made on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with unrelated persons and,
in the opinion of management, do not involve more than normal risk of collection. The aggregate
dollar amount of these loans was $2,839,000 and $2,036,000 at December 31, 2010 and 2009,
respectively. One officer that was included in the group in 2009, with an outstanding loan balance
of $85,000 on December 31, 2009, is no longer employed by the Bank. During 2010, $1,891,000 of new
loans were made and repayments totaled $1,003,000. None of these loans were past due, in
non-accrual status or restructured at December 31, 2010.
22. Commitments And Contingent Liabilities
In 2009, the Company executed an agreement to obtain technology outsourcing services through an
outside service bureau, and those services began in June 2010. The agreement provides for
termination fees if the Company cancels the services prior to the end of the 8-year commitment
period. The termination fee would be an amount equal to one hundred percent of the estimated
remaining value of the terminated services if terminated in the first contract year, ninety percent
of the estimated remaining value of the terminated services if terminated in the second contract
year, eighty percent and seventy percent of the remaining value of the terminated services if
terminated in the third and fourth contract years, respectively, and sixty percent of the remaining
value of the terminated services if terminated in contract years five through eight. Termination
fees are estimated to be approximately $3,960,000 at December 31, 2010.
The Company, from time to time, may be a defendant in legal proceedings relating to the conduct of
its banking business. Most of such legal proceedings are a normal part of the banking business and,
in managements opinion, the consolidated financial condition and results of operations of the
Company would not be materially affected by the outcome of such legal proceedings.
23.
Subsequent Events
In January 2011, the Board of Directors declared a dividend of $0.21 per share for the first
quarter of 2011 to shareholders of record on February 15, payable on March 1, 2011.
24. Juniata Valley Financial Corp. (Parent Company Only)
Financial information:
CONDENSED BALANCE SHEETS
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
ASSETS:
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
54
|
|
|
$
|
451
|
|
Interest bearing deposits with banks
|
|
|
|
|
|
|
75
|
|
Investment in bank subsidiary
|
|
|
44,175
|
|
|
|
44,554
|
|
Investment in unconsolidated subsidiary
|
|
|
3,550
|
|
|
|
3,338
|
|
Investment securities available for sale
|
|
|
2,145
|
|
|
|
2,097
|
|
Other assets
|
|
|
63
|
|
|
|
113
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$
|
49,987
|
|
|
$
|
50,628
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES:
|
|
|
|
|
|
|
|
|
Accounts payable and other liabilities
|
|
$
|
11
|
|
|
$
|
25
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS EQUITY
|
|
|
49,976
|
|
|
|
50,603
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
|
|
$
|
49,987
|
|
|
$
|
50,628
|
|
|
|
|
|
|
|
|
CONDENSED STATEMENTS OF INCOME
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
INCOME:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest on deposits with banks
|
|
$
|
|
|
|
$
|
8
|
|
|
$
|
10
|
|
Interest and dividends on investment securities available for sale
|
|
|
40
|
|
|
|
48
|
|
|
|
103
|
|
Dividends from bank subsidiary
|
|
|
4,519
|
|
|
|
3,765
|
|
|
|
2,611
|
|
Income from unconsolidated subsidiary
|
|
|
250
|
|
|
|
217
|
|
|
|
207
|
|
Securities impairment charge
|
|
|
(40
|
)
|
|
|
(153
|
)
|
|
|
(554
|
)
|
Gain (Loss) on the sale of investment securities
|
|
|
|
|
|
|
(5
|
)
|
|
|
5
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL INCOME
|
|
|
4,769
|
|
|
|
3,880
|
|
|
|
2,382
|
|
EXPENSE:
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest expense
|
|
|
119
|
|
|
|
102
|
|
|
|
111
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL EXPENSE
|
|
|
119
|
|
|
|
102
|
|
|
|
111
|
|
|
|
|
|
|
|
|
|
|
|
INCOME BEFORE INCOME TAXES (BENEFIT) AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
IN UNDISTRIBUTED NET INCOME OF SUBSIDIARY
|
|
|
4,650
|
|
|
|
3,778
|
|
|
|
2,271
|
|
Income tax expense (benefit)
|
|
|
21
|
|
|
|
(22
|
)
|
|
|
(131
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,629
|
|
|
|
3,800
|
|
|
|
2,402
|
|
Undistributed net income of subsidiary
|
|
|
286
|
|
|
|
1,306
|
|
|
|
3,322
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME
|
|
$
|
4,915
|
|
|
$
|
5,106
|
|
|
$
|
5,724
|
|
|
|
|
|
|
|
|
|
|
|
CONDENSED
STATEMENTS OF CASH FLOWS
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
4,915
|
|
|
$
|
5,106
|
|
|
$
|
5,724
|
|
Adjustments to reconcile net income to net cash
provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Undistributed net income of subsidiary
|
|
|
(286
|
)
|
|
|
(1,306
|
)
|
|
|
(3,322
|
)
|
Net amortization of securities premiums
|
|
|
2
|
|
|
|
2
|
|
|
|
3
|
|
Realized losses (gains) on sales of investment securities
|
|
|
|
|
|
|
5
|
|
|
|
(5
|
)
|
Securities impairment charges
|
|
|
40
|
|
|
|
153
|
|
|
|
554
|
|
Income from unconsolidated subsidiary, net of dividends of $40, $46 and $0
|
|
|
(210
|
)
|
|
|
(171
|
)
|
|
|
(207
|
)
|
(Increase) decrease in interest and other assets
|
|
|
(1
|
)
|
|
|
5
|
|
|
|
73
|
|
Increase (decrease) in taxes payable
|
|
|
22
|
|
|
|
(29
|
)
|
|
|
(9
|
)
|
(Decrease) increase in accounts payable and other liabilities
|
|
|
(14
|
)
|
|
|
25
|
|
|
|
(6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
4,468
|
|
|
|
3,790
|
|
|
|
2,805
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of available for sale securities
|
|
|
|
|
|
|
(1,492
|
)
|
|
|
(720
|
)
|
Proceeds from the sale of available for sale securities
|
|
|
|
|
|
|
4
|
|
|
|
5
|
|
Proceeds from the maturity and principal repayments of available for sale
investment securities
|
|
|
|
|
|
|
1,345
|
|
|
|
2,350
|
|
Proceeds from the maturity of interest bearing time deposits
|
|
|
75
|
|
|
|
80
|
|
|
|
200
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities
|
|
|
75
|
|
|
|
(63
|
)
|
|
|
1,835
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends
|
|
|
(3,525
|
)
|
|
|
(3,386
|
)
|
|
|
(3,241
|
)
|
Purchase of treasury stock
|
|
|
(1,476
|
)
|
|
|
(217
|
)
|
|
|
(1,518
|
)
|
Treasury stock issued for dividend reinvestment and
employee stock purchase plan
|
|
|
61
|
|
|
|
133
|
|
|
|
78
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities
|
|
|
(4,940
|
)
|
|
|
(3,470
|
)
|
|
|
(4,681
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (decrease) increase in cash and cash equivalents
|
|
|
(397
|
)
|
|
|
257
|
|
|
|
(41
|
)
|
Cash and cash equivalents at beginning of year
|
|
|
451
|
|
|
|
194
|
|
|
|
235
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of year
|
|
$
|
54
|
|
|
$
|
451
|
|
|
$
|
194
|
|
|
|
|
|
|
|
|
|
|
|
25. Quarterly Results Of Operations (Unaudited)
The unaudited quarterly results of operations for the years ended December 31, 2010 and 2009 follow
(in thousands, except per-share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 Quarter ended
|
|
|
|
March 31
|
|
|
June 30
|
|
|
September 30
|
|
|
December 31
|
|
Total interest income
|
|
$
|
5,554
|
|
|
$
|
5,436
|
|
|
$
|
5,339
|
|
|
$
|
5,245
|
|
Total interest expense
|
|
|
1,558
|
|
|
|
1,387
|
|
|
|
1,320
|
|
|
|
1,237
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
|
3,996
|
|
|
|
4,049
|
|
|
|
4,019
|
|
|
|
4,008
|
|
Provision for loan losses
|
|
|
285
|
|
|
|
282
|
|
|
|
70
|
|
|
|
104
|
|
Gains from the sale of assets
|
|
|
11
|
|
|
|
22
|
|
|
|
34
|
|
|
|
43
|
|
Securities impairment charge
|
|
|
|
|
|
|
|
|
|
|
(40
|
)
|
|
|
|
|
Other income
|
|
|
1,012
|
|
|
|
1,002
|
|
|
|
942
|
|
|
|
908
|
|
Other expense
|
|
|
3,145
|
|
|
|
3,299
|
|
|
|
3,158
|
|
|
|
3,118
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
1,589
|
|
|
|
1,492
|
|
|
|
1,727
|
|
|
|
1,737
|
|
Income tax expense
|
|
|
401
|
|
|
|
354
|
|
|
|
442
|
|
|
|
433
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
1,188
|
|
|
$
|
1,138
|
|
|
$
|
1,285
|
|
|
$
|
1,304
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per-share data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings
|
|
$
|
.27
|
|
|
$
|
.26
|
|
|
$
|
.30
|
|
|
$
|
.31
|
|
Diluted earnings
|
|
|
.27
|
|
|
|
.26
|
|
|
|
.30
|
|
|
|
.31
|
|
Cash dividends
|
|
|
.20
|
|
|
|
.20
|
|
|
|
.21
|
|
|
|
.21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 Quarter ended
|
|
|
|
March 31
|
|
|
June 30
|
|
|
September 30
|
|
|
December 31
|
|
Total interest income
|
|
$
|
5,936
|
|
|
$
|
5,915
|
|
|
$
|
5,747
|
|
|
$
|
5,670
|
|
Total interest expense
|
|
|
1,919
|
|
|
|
1,862
|
|
|
|
1,812
|
|
|
|
1,686
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
|
4,017
|
|
|
|
4,053
|
|
|
|
3,935
|
|
|
|
3,984
|
|
Provision for loan losses
|
|
|
135
|
|
|
|
77
|
|
|
|
165
|
|
|
|
250
|
|
Gains (losses) from the
sale of assets
|
|
|
6
|
|
|
|
27
|
|
|
|
(33
|
)
|
|
|
(2
|
)
|
Securities impairment charge
|
|
|
|
|
|
|
(226
|
)
|
|
|
|
|
|
|
|
|
Other income
|
|
|
1,236
|
|
|
|
1,108
|
|
|
|
985
|
|
|
|
1,070
|
|
Other expense
|
|
|
3,191
|
|
|
|
3,315
|
|
|
|
3,004
|
|
|
|
3,109
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
1,933
|
|
|
|
1,570
|
|
|
|
1,718
|
|
|
|
1,693
|
|
Income tax expense
|
|
|
523
|
|
|
|
405
|
|
|
|
430
|
|
|
|
450
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
1,410
|
|
|
$
|
1,165
|
|
|
$
|
1,288
|
|
|
$
|
1,243
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per-share data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings
|
|
$
|
.32
|
|
|
$
|
.27
|
|
|
$
|
.30
|
|
|
$
|
.29
|
|
Diluted earnings
|
|
|
.32
|
|
|
|
.27
|
|
|
|
.30
|
|
|
|
.29
|
|
Cash dividends
|
|
|
.19
|
|
|
|
.19
|
|
|
|
.20
|
|
|
|
.20
|
|
Common Stock Market Prices and Dividends
The common stock of Juniata Valley Financial Corp. is quoted under the symbol JUVF.OB on the
over-the-counter (OTC) Electronic Bulletin Board, a regulated electronic quotation service made
available through, and governed by, the NASDAQ system. As of December 31, 2010, the number of
stockholders of record of the Companys common stock was 1,787.
Prices presented below are bid prices between broker-dealers, which do not include retail mark-ups
or markdowns or any commission to the broker-dealer. The published bid prices do not necessarily
reflect prices in actual transactions.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
|
Dividends
|
|
Quarter Ended
|
|
High
|
|
|
Low
|
|
|
Declared
|
|
March 31
|
|
$
|
17.95
|
|
|
$
|
16.90
|
|
|
$
|
0.20
|
|
June 30
|
|
|
18.00
|
|
|
|
16.25
|
|
|
|
0.20
|
|
September 30
|
|
|
17.50
|
|
|
|
17.00
|
|
|
|
0.21
|
|
December 31
|
|
|
18.00
|
|
|
|
16.55
|
|
|
|
0.21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
Dividends
|
|
Quarter Ended
|
|
High
|
|
|
Low
|
|
|
Declared
|
|
March 31
|
|
$
|
19.00
|
|
|
$
|
16.00
|
|
|
$
|
0.19
|
|
June 30
|
|
|
18.50
|
|
|
|
16.00
|
|
|
|
0.19
|
|
September 30
|
|
|
18.00
|
|
|
|
16.80
|
|
|
|
0.20
|
|
December 31
|
|
|
17.95
|
|
|
|
17.10
|
|
|
|
0.20
|
|
As stated in Note 15 Stockholders Equity and Regulatory Matters in the Notes to Consolidated
Financial Statements, the Company is subject to various regulatory capital requirements that limit
the amount of capital available for dividends. While the Company expects to continue its policy of
regular dividend payments, no assurance of future dividend payments can be given. Future dividend
payments will depend upon maintenance of a strong financial condition, future earnings, capital and
regulatory requirements, future prospects, business conditions and other factors deemed relevant by
the Board of Directors.
For further information on stock quotes, please contact any licensed broker-dealer, some of which
make a market in Juniata Valley Financial Corp. stock.
Corporate Information
Corporate Headquarters
Juniata Valley Financial Corp.
Bridge and Main Streets
P.O. Box 66
Mifflintown, PA 17059
(717) 436-8211
JVBonline.com
Investor Information
JoAnn N. McMinn,
Senior Vice President and Chief Financial Officer
P.O. Box 66
Mifflintown, PA 17059
JoAnn.McMinn@JVBonline.com
Information Availability
Information
about the Companys financial performance may be found at
www.JVBonline.com
, following
the Investor Information link.
All reports filed electronically by Juniata Valley Financial Corp. with the United States
Securities and Exchange Commission (SEC), including the Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q, and Current Reports on Form 8-K, as well as any amendments to those reports,
are also accessible at no cost on the SECs web site at
www.SEC.gov
.
Additionally, a copy of the Companys Annual Report to the SEC on Form 10-K for the year ended
December 31, 2010 will be supplied without charge (except for exhibits) upon written request.
Please direct all inquiries to Ms. JoAnn McMinn, as detailed above.
Pursuant to Part 350 of FDICs Annual Disclosure Regulation, Juniata Valley Financial Corp. will
make available to you upon request, financial information about The Juniata Valley Bank. Please
contact:
Ms. Danyelle Pannebaker
The Juniata Valley Bank
P.O. Box 66
Mifflintown, PA 17059
Investment Considerations
In analyzing whether to make, or to continue, an investment in Juniata Valley Financial Corp.,
investors should consider, among other factors, the information contained in this Annual Report and
certain investment considerations and other information more fully described in our Annual Report
on Form 10-K for the year ended December 31, 2010, a copy of which can be obtained as described
above.
Registrar and Transfer Agent
Registrar and Transfer Company
10 Commerce Drive
Cranford, New Jersey 07016-3572
Telephone: (800) 368-5948
Website:
www.RTCo.com
Email:
info@RTCo.com
Stockholders of record may access their accounts via the Internet to review account holdings and
transaction history through Registrar and Transfer Companys
website:
www.RTCo.com
.
Information regarding the Companys Dividend Reinvestment and Stock Purchase Plan, including a
Prospectus, may be obtained by contacting Registrar and Transfer Company, through the means listed
above.
The Company offers a dividend direct deposit option whereby shareholders of record may have their
dividends deposited directly into the bank account of their choice on the dividend payment date.
Please contact Registrar and Transfer Company for further information and to register for this
service.
Annual Meeting of Shareholders
The Annual Meeting of Shareholders of Juniata Valley Financial Corp. will be held at 10:30 a.m., on
Tuesday, May 17, 2011 at the Quality Inn Suites, 13015 Ferguson Valley Road, Burnham, Pennsylvania.