UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
[X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the fiscal year ended December 31, 2003
Or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Transition period from to
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Commission File Number 0-13232
JUNIATA VALLEY FINANCIAL CORP.
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(Exact name of registrant as specified in its charter)
Pennsylvania 23-2235254
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Bridge & Main Streets, PO Box 66, Mifflintown, PA 17059-0066
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (717) 436-8211
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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 Per Share
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(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X 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 Registrant's 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. (X)
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes No X
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The aggregate market value of the voting stock held by non-affiliates of the
Registrant as of June 30, 2003.
Common Stock, $1.00 Par Value - $61,494,420
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Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of January 31, 2004.
Common Stock, $1.00 Par Value, 2,284,703 shares
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DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Annual Report to Shareholders for the year ended December 31,
2003, are incorporated by reference into Parts I and II .
Portions of the Proxy Statement for the Annual Meeting of Shareholders to be
held May 18, 2004, are incorporated by reference into Part III.
PART I
ITEM 1. BUSINESS
Juniata Valley Financial Corp. (which is referred to in this report as the
"Corporation" or as "Juniata Valley") is a Pennsylvania corporation that was
formed in 1983. Incorporated by reference in this report is information
regarding the Corporation's business that appears on Pages 8 through 16 and 26
of the 2003 Annual Report to Shareholders ("2003 Annual Report"). There are 14
offices of commercial banks and savings and loan associations within our market
area with which the Corporation competes. Like other banking Corporations,
Juniata Valley has been subjected to competition from credit unions, brokerage
firms, money market funds, consumer finance and credit card companies and other
companies providing financial services and credit to customers. The Corporation
had approximately 154 employees as of the end of 2003 and believes that the
relationship with its employees is generally good.
The Corporation has one reportable segment, consisting of The Juniata Valley
Bank, as described on page 50 of the Notes to the Consolidated Financial
Statements contained in the 2003 Annual Report and which is incorporated by
reference into Item 8 of this Report. The Consolidated Balance Sheets and Notes
to Consolidated Financial Information includes information on revenue, assets
and income, and is incorporated by reference in this Item 1.
ITEM 2. PROPERTIES
The physical properties of the Corporation are all owned or leased by The
Juniata Valley Bank its subsidiary (referred to in this report from time to time
as the "Bank").
The Bank owns the buildings located at: Bridge and Main Streets, Mifflintown,
Pennsylvania (its corporate headquarters); Butcher Shop Road, Mifflintown,
Pennsylvania (financial center); 301 Market Street, Port Royal, Pennsylvania;
corner of Main and School Streets, McAlisterville, Pennsylvania; Four North
Market Street, Millerstown, Pennsylvania; Main Street, Blairs Mills,
Pennsylvania; Monument Square, Lewistown, Pennsylvania; Route 322 Reedsville,
Pennsylvania; 100 East Market Street, Lewistown, Pennsylvania; 100 West Water
Street, Lewistown, Pennsylvania; 302 South Logan Boulevard, Burnham,
Pennsylvania (branch offices). In addition thereto, the Bank leases three
offices: a branch office in the Shopping Plaza located on Legislative Route 31,
Mifflintown, Pennsylvania, which lease with extension expires in 2007, a branch
office in the Wal-Mart Supercenter, Lewistown, Pennsylvania, which expires in
October 2006, and a loan production office located at 1525 Science Street, State
College, Pennsylvania, which renews month to month. All of the buildings owned
by the Bank are freestanding and are used exclusively for banking purposes.
ITEM 3. LEGAL PROCEEDINGS
The nature of the Corporation's and Bank's business, at times, generates
litigation involving matters arising in the ordinary course of business.
However, in the opinion of management of the Corporation, there are no
proceedings pending to which the Corporation or Bank is a party or to which its
property is subject, which, if determined adversely to the Bank, would be
material in relation to the Bank's financial condition. In addition, no material
proceedings are pending or are known to be threatened or contemplated against
the Bank by government authorities or others.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
As of January 31, 2004 there were approximately 1,764 record holders of the
Corporation's outstanding common stock. Incorporated by reference is additional
information regarding the Corporation's stock and dividends appearing on page 2
of the 2003 Annual Report.
ITEM 6. SELECTED FINANCIAL DATA
Incorporated by reference are the data appearing on Page 17 of the 2003 Annual
Report.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Incorporated by reference are the data appearing on Pages 18 through 40 of the
2003 Annual Report.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Incorporated by reference are the data under the caption "Market Rate Risk"
appearing on Pages 27 through 30 of the 2003 Annual Report.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Incorporated by reference are the financial statements and notes on Pages 42
through 65 of the 2003 Annual Report and the Quarterly Results of Operations on
Page 16 of the 2003 Annual Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
DISCLOSURE CONTROLS AND PROCEDURES
The Corporation's management, with the participation of the Corporation's Chief
Executive Officer and Chief Financial Officer has evaluated the effectiveness of
the Corporation's disclosure controls and procedures (as such term is defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934
(Exchange Act)) as of the end of the period covered by this report. Based on
such evaluation, the Corporation's Chief Executive Officer and Chief Financial
Officer have concluded that, as of the end of such period, the Corporation's
disclosure controls and procedures are effective in recording, processing,
summarizing and reporting, on a timely basis, information required to be
disclosed by the Corporation in the reports that it files or submits under the
Exchange Act.
INTERNAL CONTROL OVER FINANCIAL REPORTING
There have not been any changes in the Corporation's internal control over
financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act) during the fourth fiscal quarter that have materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Incorporated by reference is information appearing in the Proxy Statement for
the Annual Meeting of Shareholders to be held on May 18, 2004 ("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 Corporation has
adopted a Code of Ethics that is applicable to the Corporation's Chief Executive
Officer, Chief Financial Officer and Principal Accounting Officer and other
designated senior officers. A copy of the Code of Ethics is attached as Exhibit
14 to this annual report on Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated by reference in the Proxy Statement under the caption "Compensation
of Management."
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Incorporated by reference is the following information contained in the Proxy
Statement filed under the captions "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 Corporation's employees and an employee stock purchase plan. The
Corporation does not have any equity compensation plans that were not approved
by shareholders.
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Plan Category Number of securities Weighted average Number of securities
to be issued upon exercise price of remaining available
exercise of outstanding options, for future issuance
outstanding options, warrants and rights under equity
warrants and rights compensation plans
(excluding securities
reflected in column (a))
(a) (b) (c)
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Equity compensation
plans approved by 23,800 28.98 689,724
security holders
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Equity compensation
plans not approved - 0 - N/A - 0 -
by security holders
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Total 23,800 28.98 689,724
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated by reference is the information in the Proxy Statement under the
caption "Transactions Between Management and Bank."
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Incorporated by reference is the information in the Proxy Statement under the
caption "Independent Certified Public Accountants."
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
1. Financial Statements - The following consolidated financial
statements of Juniata Valley Financial Corp. and its Wholly
Owned Subsidiary are incorporated herein by reference in
response to Item 8 above:
(i) Consolidated Balance Sheets at December 31, 2003 and 2002.
(ii) Consolidated Statements of Income for the Years Ended
December 31, 2003, 2002, and 2001.
(iii) Consolidated Statements of Changes in Stockholders' Equity
for the Years Ended December 31, 2003, 2002 and 2001.
(iv) Consolidated Statements of Cash Flows for the Years Ended
December 31, 2003, 2002 and 2001.
(v) Notes to Consolidated Financial Statements.
(vi) Report of Beard Miller Company LLP, Independent Accountants
2. All schedules are omitted because they are not applicable, the
data is not significant, or the required information is shown in
the financial statements or the notes thereto.
3. Exhibits
3(i) Articles of Incorporation, incorporated by reference to
Exhibit "A" to the Corporation's definitive proxy statement
filed with the SEC on March 14, 1996.
3(ii) Bylaws of the Corporation.
10.1 1982 Directors Deferred Compensation Agreement for A.
Jerome Cook incorporated by reference to the Corporation's
report on Form 10-K filed with the SEC on March 28, 2003. *
10.2 1982 Directors Deferred Compensation Agreement for Don
E. Haubert incorporated by reference to the Corporation's
report on Form 10-K filed with the SEC on March 28, 2003. *
10.3 1983 Directors Deferred Compensation Agreement for John
A. Renninger incorporated by reference to the Corporation's
report on Form 10-K filed with the SEC on March 28, 3. *
10.4 1986 Directors Deferred Compensation Agreement for A.
Jerome Cook incorporated by reference to the Corporation's
report on Form 10-K filed with the SEC on March 28, 2003. *
10.5 1986 Directors Deferred Compensation Agreement for Don
E. Haubert incorporated by reference to the Corporation's
report on Form 10-K filed with the SEC on March 28, 2003. *
10.6 1987 Directors Deferred Compensation Agreement for John
A. Renninger incorporated by reference to the Corporation's
report on Form 10-K filed with the SEC on March 28, 3. *
10.7 1991 Directors Deferred Compensation Agreement for A.
Jerome Cook incorporated by reference to the Corporation's
report on Form 10-K filed with the SEC on March 28, 2003. *
10.8 1992 Directors Deferred Compensation Agreement for John
A. Renninger incorporated by reference to the Corporation's
report on Form 10-K filed with the SEC on March 28, 3. *
10.9 1992 Directors Deferred Compensation Agreement for
Ronald H. Witherite incorporated by reference to the
Corporation's report on Form 10-K filed with the SEC on
March 28, 2003. *
10.10 1993 Directors Deferred Compensation Agreement for
Dale G. Nace incorporated by reference to the Corporation's
report on Form 10-K filed with the SEC on March 28, 2003. *
10.11 1988 Retirement Program for Directors. A. Jerome Cook
and Harold B. Shearer participate in this plan. Incorporated
by reference to the Corporation's report on Form 10-K filed
with the SEC on March 28, 2003. *
10.12 1999 Directors Deferred Compensation Agreement.
Directors Philip E. Gingerich Jr., Marshall L. Hartmen,
Timothy I. Havice, Charles L. Hershberger, Robert K. Metz,
Jr., Dale G. Nace, Harold B. Shearer and Jan G. Snedeker
participate in this plan. Incorporated by reference to the
Corporation's report on Form 10-K filed with the SEC on
March 28, 2003. *
10.13 Director Supplemental Life Insurance/ Split Dollar
Plan. All Directors are covered by this plan incorporated by
reference to the Corporation's report on Form 10-K filed
with the SEC on March 28, 2003. *
10.14 2001 Directors Retirment Agreement. Directors Joe E.
Benner, Martin L. Dreibelbis, Francis J. Evanitsky, Philip
E. Gingerich, Jr., Marshall L. Hartmen, Don E. Haubert,
Timothy I. Havice, Charles L. Hershberger, Robert K. Metz,
Jr., Dale G. Nace, John A Renninger, Richard M. Scanlon,
DMD, Jan G. Snedeker, and Ronald H. Witherite, participate
in this plan. Incorporated by reference to the Corporation's
report on Form 10-K filed with the SEC on March 28, 2003. *
13. Annual Report to Shareholders.
14. Code of Ethics.
21. Subsidiaries of the Registrant. As of the date of this report,
The Juniata Valley Bank is the only subsidiary of the
Corporation.
23. Consent of Beard Miller Company LLP.
31.1 Rule 13a-14(a)/15d-14(a) Certification of Francis J. Evanitsky,
Chief Executive Officer
31.2 Rule 13a-14(a)/15d-14(a) Certification of Linda L. Engle, Chief
Financial Officer
32.1 Section 1350 Certification of Francis J. Evanitsky, Chief
Executive Officer
32.2 Section 1350 Certification of Linda L. Engle, Chief Financial
Officer
* Denotes a compensatory plan or arrangement in which
directors or executive officers of the Corporation
participate.
(b) Reports on Form 8-K
Form 8-K was filed on October 29, 2003 announcing the nine month
result of operations.
Form 8-K/A filed on November 13, 2003 amended the earnings to report
non-reoccurring other income added to the third quarter results.
(c) Exhibits - The exhibits required to be filed as part of this report
are submitted as a separate section of this report.
(d) Financial Statements Schedules - None Required.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
JUNIATA VALLEY FINANCIAL CORP. (REGISTRANT)
Date: March 25, 2004
By ___________________________
Francis J. Evanitsky
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.
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Ronald H. Witherite Joe E. Benner
Vice Chairman, Secretary Director
Date: March 25, 2004 Date: March 25, 2004
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Jan G. Snedeker A. Jerome Cook
Director Director
Date: March 25, 2004 Date: March 25, 2004
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Don E. Haubert Martin L. Dreibelbis
Director Chairman
Date: March 25, 2004 Date: March 25, 2004
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John A. Renninger Dale G. Nace
Director Director
Date: March 25, 2004 Date: March 25, 2004
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Francis J. Evanitsky Harold B. Shearer
President & CEO Director
Date: March 25, 2004 Date: March 25, 2004
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Philip E. Gingerich, Jr. Charles L. Hershberger
Director Director
Date: March 25, 2004 Date: March 25, 2004
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Marshall L. Hartman Robert K. Metz, Jr.
Director Director
Date: March 25, 2004 Date: March 25, 2004
- ---------------------------- --------------------------
Timothy I. Havice Richard M. Scanlon, DMD
Director Director
Date: March 25, 2004 Date: March 25, 2004
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Linda L. Engle
Chief Financial Officer
Chief Accounting Officer
Date: March 25, 2004