Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 21, 2024

JUNIATA VALLEY FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

-
Pennsylvania	0-13232	23-2235254
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


Bridge and Main Streets, Mifflintown, Pennsylvania		17059
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (855) 582-5101

Not Applicable

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

Juniata Valley Financial Corp.

Current Report on Form 8-K

Item 7.01Regulation FD Disclosure

On May 21, 2024, Juniata Valley Financial Corp. (the “Company”) held its Annual Meeting of Shareholders (“Annual Meeting”). The slides used and presented at the Annual Meeting are attached as Exhibit 99.1 to this Current Report on Form 8-K. This Current Report is being furnished pursuant to Regulation FD and no part of this Report shall be deemed “filed” for any purpose.

Item 9.01 Financial Statements and Exhibits.

Exhibits. The exhibits listed in the Exhibit Index accompanying this Form 8-K are furnished herewith.

Exhibit Index


Exhibit No.		Description
99.1		Annual Meeting of Shareholders Presentation of Juniata Valley Financial Corp.


104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



	Juniata Valley Financial Corp.

Date: May 21, 2024	By:	/s/ Michael W. Wolf

	Name:	Michael W. Wolf
	Title:	EVP, Chief Financial Officer

Exhibit 99.1

JUNIATA VALLEY FINANCIAL CORP. 2024 ANNUAL MEETING MAY 21, 2024 NAVIGATING CHANGE Exhibit 99.1

Annual Meeting of Shareholders Chairman, Martin Dreibelbis

Agenda • Call to Order • Rules of Conduct • Introduction of Members of the Board of Directors • Determine Presence of Quorum, Approval of Minutes, Appointment of Judges of Election • Nominations • Management’s Presentation – “Navigating Change” • Questions/Comments • Voting Tabulation • Adjournment

Board of Directors • Chairman, Martin L. Dreibelbis • Vice Chairman, Gary E. Kelsey • Marcie A. Barber • Michael A. Buffington • Christina Calkins-Mazur • Joseph B. Scarnati III • Steven C. Sliver • Bradley J. Wagner

Meeting Business • Determine Presence of Quorum, Approval of Minutes, Appointment of Judges of Election • Election of Directors • “Say on Pay” • “Say When on Pay”

Forward Looking Statements This presentation may contain “forward looking” information as defined by the Private Securities Litigation Reform Act of 1995. When words such as “believes”, “expects”, “anticipates” or similar expressions are used in this presentation, Juniata is making forward-looking statements. Such information is based on Juniata’s current expectations, estimates and projections about future events and financial trends affecting the financial condition of its business. These statements are not historical facts or guarantees of future performance, events or results. Such statements involve potential risks and uncertainties and, accordingly, actual results may differ materially from this forward-looking information. Many factors could affect future financial results including, but not limited to, the outcome of Juniata’s evaluation of a potential error in the accounting treatment applied to expenditures related to its recent core system conversion, as disclosed in the Company’s Form 12b-25, filed May 15, 2024. Juniata undertakes no obligation to publicly update or revise forward looking information, whether as a result of new or updated information, future events, or otherwise. For a more complete discussion of certain risks and uncertainties affecting Juniata, please see the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Forward-Looking Statements” set forth in the Juniata’s filings with the Securities and Exchange Commission.

Navigating Change President and CEO Marcie A. Barber EVP and CFO Michael W. Wolf

2023 Financial Results Balance Sheet • Continued loan growth • Deposit mix shifts to time deposits • Short-term borrowing transferred from FHLB to lower cost FRB-BTFP Income Statement • Net Interest Margin compression • Non-interest income growth • Non-interest expense flat net of one-time expenses related to our core conversion and branch acquisition 2023 Highlights Earnings Highlights 2023 Net Income (in thousands) $6,596 Return on Average Assets 0.79% Return on Average Equity 17.59% Net Interest Margin (fully tax equivalent) 2.74% Loans to Deposits 69.38% Efficiency Ratio 69.78% Earnings per Share, diluted $1.31

Ten Year Growth in Assets $480,529 $583,928 $580,354 $591,945 $625,236 $670,632 $793,718 $810,518 $830,875 $871,811 $400,000 $450,000 $500,000 $550,000 $600,000 $650,000 $700,000 $750,000 $800,000 $850,000 $900,000 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 At December 31, (in thousands)

Ten Year Growth in Deposits $380,884 $457,126 $455,822 $477,668 $521,722 $531,937 $622,866 $708,447 $711,512 $749,045 $300,000 $350,000 $400,000 $450,000 $500,000 $550,000 $600,000 $650,000 $700,000 $750,000 $800,000 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 At December 31, (in thousands)

26.3% 23.3% 6.1% 17.9% 26.4% Deposit Mix as of December 31, 2023 Non-Interest Bearing Demand Interest Bearing Demand Money Market Savings Time Deposits • Stable and growing core deposit base. • Deposits boosted by government stimulus payments 2020 and 2021. • Rapid time deposit growth throughout 2023. • Deposit mix remains relatively consistent over time, trending toward time deposits from more liquid transaction accounts in the current rate environments. • Only 20.4% of total deposits are uninsured. • Deposit growth in 2023 while many community banks experienced deposit run-off. Diversified Deposit Base Dec-19 Dec-20 Dec-21 Dec-22 Dec-23 Total Deposits (in thousands) $532,017 $622,866 $708,447 $711,512 $749,045 Noninterest-Bearing Demand $134,783 $168,115 $182,022 $199,131 $197,027 Interest-Bearing Demand $97,263 $115,652 $170,210 $162,917 $174,684 Money Market $52,895 $60,816 $70,764 $64,111 $45,533 Savings $96,980 $123,572 $142,187 $143,082 $134,414 Time Deposits $150,096 $154,710 $143,264 $142,271 $197,387 Total Deposit Growth 17.1% 13.7% 0.4% 5.3% Percentage of Total Deposits Dec-19 Dec-20 Dec-21 Dec-22 Dec-23 Noninterest-Bearing Demand 25.3% 27.0% 25.7% 28.0% 26.3% Interest-Bearing Demand 18.3% 18.6% 24.0% 22.9% 23.3% Money Market 9.9% 9.8% 10.0% 9.0% 6.1% Savings 18.2% 19.8% 20.1% 20.1% 17.9% Time Deposits 28.2% 24.8% 20.2% 20.0% 26.4%

Loan Diversification 30.9% 10.0% 42.5% 12.5% 3.3% 0.8% Loan Segments as of December 31, 2023 Construction Loans Commercial Business Commercial Real Estate Real Estate Mortgage Municipal Personal Consumer • Loan growth of 8.4% in 2023. • Commercial real estate loan growth through organic growth and strategic partnerships. • Residential mortgage loan growth for the second consecutive year. • Growth without sacrificing asset quality. • Relatively stable loan segmentation. Dec-19 Dec-20 Dec-21 Dec-22 Dec-23 Total Loans (in thousands) $400,590 $417,661 $418,303 $484,512 $525,394 Real Estate Mortgage $152,278 $141,438 $131,754 $150,290 $162,385 Construction Loans $46,710 $61,051 $43,281 $50,748 $52,589 Commercial Real Estate $124,622 $122,698 $159,806 $199,206 $223,077 Commercial Business $51,785 $68,057 $62,639 $61,458 $65,821 Municipal Loans $16,377 $18,550 $16,323 $18,770 $17,232 Personal Consumer $8,818 $5,867 $4,500 $4,040 $4,290 Net Loan Growth 4.3% 0.2% 15.8% 8.4% Percentage of Total Loans Dec-19 Dec-20 Dec-21 Dec-22 Dec-23 Real Estate Mortgage 38.0% 33.9% 31.5% 31.0% 30.9% Construction Loans 11.7% 14.6% 10.3% 10.5% 10.0% Commercial Real Estate 31.1% 29.4% 38.2% 41.1% 42.5% Commercial Business 12.9% 16.3% 15.0% 12.7% 12.5% Municipal Loans 4.1% 4.4% 3.9% 3.9% 3.3% Personal Consumer 2.2% 1.4% 1.1% 0.8% 0.8%

Credit Quality and Coverage • Reserves 0.50% 0.11% 0.05% 0.04% 0.94% 0.05% 0.00% 0.20% 0.40% 0.60% 0.80% 1.00% YE 2019 YE 2020 YE 2021 YE 2022 YE 2023 Q1 2024 Non-Performing Loans as % of Total Loans 0.98% 1.23% 0.99% 0.90% 1.08% 1.08% 0.70% 0.80% 0.90% 1.00% 1.10% 1.20% 1.30% YE 2019 YE 2020 YE 2021 YE 2022 YE 2023 Q1 2024 Total Reserves for Loans as % of Total Loans (excluding PPP Loans) 0.12% 0.10% 0.04% 0.01% 0.01% (0.00)% (0.05)% 0.00% 0.05% 0.10% 0.15% YE 2019 YE 2020 YE 2021 YE 2022 YE 2023 Q1 2024 Net (Charge-Offs) Recoveries as % of Avg Loans • Minimal Non-Performing Loans • Low Charge-Offs ALL / ACL (in thousands) Dec-19 Dec-20 Dec-21 Dec-22 Dec-23 Mar-24 Total Loans $ 400,590 $ 422,661 $ 418,303 $ 484,512 $ 525,394 $ 536,716 PPP loans - 28,377 10,132 4 2 1 Total Loans (excluding PPP) $ 400,590 $ 394,284 $ 408,171 $ 484,508 $ 525,392 $ 536,715 Allowance for loan/credit losses 2,961 4,094 3,508 4,027 5,677 5,792 Credit reserve on purchsed loans 964 741 533 345 - - Total reserves $ 3,925 $ 4,835 $ 4,041 $ 4,372 $ 5,677 $ 5,792 Reserve coverage ratio 0.98% 1.23% 0.99% 0.90% 1.08% 1.08% Non-performing loans (in thousands) Dec-19 Dec-20 Dec-21 Dec-22 Dec-23 Mar-24 Non-performing loans $ 2,022 $ 444 $ 226 $ 179 $ 4,952 $ 259 Non-performing loan ratio 0.50% 0.11% 0.05% 0.04% 0.94% 0.05% Net (charge-offs) / recoveries (in thousands) Dec-19 Dec-20 Dec-21 Dec-22 Dec-23 Mar-24 Net (charge-offs) / recoveries $ 500 $ 412 $ 183 $ 64 $ 39 $ (5) Average loans 408,320 413,251 423,285 441,970 502,229 502,229 Charge-off / (recovery) ratio 0.12% 0.10% 0.04% 0.01% 0.01% (0.00)%

Regulatory Capital • JVB is Well Capitalized • Tier One Risk-Based Capital Exceeds Minimum Requirement plus Capital Conservation Buffer of 8.5% • Total Risk-Based Exceeds Minimum Requirement plus Capital Conservation Buffer of 10.5% Liquidity • Liquid Assets 15% of Total Assets • Liquid Assets plus Off-Balance Sheet Liquidity 50% of Total Assets Dividend Yield • Dividend Yield 6.7% • Dividend Payout Ratio 66.8% Capital and Liquidity at December 31, 2023

• Responsible loan and deposit pricing • Net interest margin compression • Core conversion behind us • More efficient and technology friendly platform • Focus on customer service • Maintaining existing relationships • Attracting new relationships • LPO in State College • Expanded loan access • Trust and Wealth Management opportunities Moving Forward in 2024

Questions / Comments This presentation has been filed with the SEC on a Form 8-K

Vote Tabulation Report Lisa Snyder

JUNIATA VALLEY FINANCIAL CORP. 2024 ANNUAL MEETING MAY 21, 2024 Meeting Adjournment

Document and Entity Information	May 21, 2024
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	May 21, 2024
Entity File Number	0-13232
Entity Registrant Name	JUNIATA VALLEY FINANCIAL CORP.
Entity Incorporation, State or Country Code	PA
Entity Tax Identification Number	23-2235254
Entity Address, Address Line One	Bridge and Main Streets
Entity Address, City or Town	Mifflintown
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	17059
City Area Code	855
Local Phone Number	582-5101
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	None
Trading Symbol	None
Security Exchange Name	NONE
Entity Emerging Growth Company	false
Entity Central Index Key	0000714712
Amendment Flag	false