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, 2004
Or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Transition period from ________________ to ________________
Commission File Number 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 X No
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The aggregate market value of the voting stock held by non-affiliates of the
Registrant as of June 30, 2004.
Common Stock, $1.00 Par Value - $79,295,179
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Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of January 31, 2005.
Common Stock, $1.00 Par Value, 2,280,630 shares
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DOCUMENTS INCORPORATED BY REFERENCE:
1
Portions of the Annual Report to Shareholders for the year ended December 31,
2004, are incorporated by reference into Parts I and II
Portions of the Proxy Statement for the Annual Meeting of Shareholders to be
held May 17, 2005, 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 2004 Annual Report to Shareholders ("2004 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 2004 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 49 of the Notes to the Consolidated Financial
Statements contained in the 2004 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.
The Corporation's internet address is www.jvbonline.com. Electronic copies of
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K, and amendments to those reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Exchange Act, are available through the "Investor
Information" section of Juniata's website as soon as reasonably practicable
after filing such material with, or furnishing it to, the Securities and
Exchange Commission. Copies of such reports are also available at no charge.
ITEM 2. PROPERTIES
The physical properties of the Corporation are all owned or leased by The
Juniata Valley Bank, the Corporation's 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 four
offices: a branch office in the Shopping Plaza located on Legislative Route 31,
Mifflintown, Pennsylvania, which lease with extension expires in 2007, a
financial services office located at 127 South Main Street, Lewistown,
Pennsylvania, which expires November 2014, 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.
2
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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(d)
Maximum number (or
(c) approximate dollar value)
(a) (b) Total number of shares (or of shares (or units) that
Period Total number of shares Average price paid units) purchased as part of may yet be purchased
(or units) purchased per share (or unit) publicly announced plans under the plans or
or programs programs
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Month #1 2,000 $41.00 2,000 67,600
October 1 to
October 31, 2004
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Month #2 0 0 0 67,600
November 1 to
November 30, 2004
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Month #3
December 1 to 2,400 $41.50 2,400 65,200
December 31, 2004
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Total 4,400 $41.27 4,400 65,200
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On March 23, 2001, Juniata Valley Financial Corp. announced plans to buyback
100,000 shares of their stock. There is no expiration date to this buyback.
As of January 31, 2005 there were approximately 1,753 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 2004 Annual Report.
ITEM 6. SELECTED FINANCIAL DATA
Incorporated by reference are the data appearing on Page 17 of the 2004 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
2004 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 2004 Annual Report.
3
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Incorporated by reference are the financial statements and notes on Pages 41
through 66 of the 2004 Annual Report and the Quarterly Results of Operations on
Page 16 of the 2004 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. The
Corporation has identified a deficiency in the Corporation's disclosure controls
and procedures. The Corporation did not discover until the first quarter of 2005
that the Corporation is an accelerated filer, is required to file its Annual
Report on Form 10-K by March 16, 2005 and is required to include in its Annual
Report on Form 10-K for 2004 a report by management and an attestation by the
Corporation's independent registered public accounting firm on the adequacy of
the Corporation's internal control over financial reporting. During the first
quarter of 2005, we have implemented additional disclosure controls and
procedures in order to remediate this deficiency and we are continuing to assess
additional controls that may be required to remediate this deficiency.
Consequently, management has concluded that as of the end of the period covered
by this Annual Report on Form 10-K, the Corporation's disclosure controls and
procedures were not effective.
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. The Corporation is currently in the process of
performing the testing necessary to determine the adequacy of the Corporation's
internal controls over financial reporting as of December 31, 2004. On November
30, 2004, the Securities and Exchange Commission issued an order, generally
relating to companies of our size, which permits us to file an amended Annual
Report on Form 10-K on or before May 2, 2005 that will contain the reports of
management and the Corporation's independent registered public accountant on
internal controls over financial reporting. The Corporation intends to avail
itself of this additional time.
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 17, 2005 ("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, which can be found in the Investor Relations section
of the Corporation's website at www.jvbonline.com.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated by reference in the Proxy Statement under the caption "Compensation
of Management."
4
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
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 to Weighted average Number of securities
be issued upon exercise exercise price of remaining available for
of outstanding options, outstanding options, future issuance under
warrants and rights warrants and rights equity compensation
plans (excluding
securities reflected in
column (a))
(a) (b) (c)
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Equity compensation plans
approved by 28,475 30.91 286,425
security holders
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Equity compensation plans
not approved - 0 - N/A - 0 -
by security holders
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Total 28,475 30.91 286,425
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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 ACCOUNTANT FEES AND SERVICES
Incorporated by reference is the information in the Proxy Statement under the
caption "Independent Certified Public Accountants."
5
PART IV
ITEM 15. EXHIBITS AND FINANCIAL SCHEDULES
(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, 2004 and 2003.
(ii) Consolidated Statements of Income for the Years Ended December 31,
2004, 2003, and 2002.
(iii) Consolidated Statements of Changes in Stockholders' Equity for the
Years Ended December 31, 2004, 2003 and 2002.
(iv) Consolidated Statements of Cash Flows for the Years Ended
December 31, 2004, 2003 and 2002.
(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, incorporated by reference to Exhibit
3(ii) to the Corporation's Annual Report on Form 10-K, filed with the
SEC on March 25, 2004.
10.1 1982 Directors Deferred Compensation Agreement for A. Jerome Cook
incorporated by reference to Exhibit 10.1 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 Exhibit 10.2 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 Exhibit 10.3 to the
Corporation's report on Form 10-K filed with the SEC on March 28,
2003.*
10.4 1986 Directors Deferred Compensation Agreement for A. Jerome Cook
incorporated by reference to Exhibit 10.4 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 Exhibit 10.5 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 Exhibit 10.6 to the
Corporation's report on Form 10-K filed with the SEC on March 28,
2003.*
10.7 1991 Directors Deferred Compensation Agreement for A. Jerome Cook
incorporated by reference to Exhibit 10.7 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 Exhibit 10.8 to the
Corporation's report on Form 10-K filed with the SEC on March 28,
2003.*
6
10.9 1992 Directors Deferred Compensation Agreement for Ronald H.
Witherite incorporated by reference to Exhibit 10.9 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 Exhibit 10.10 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
Exhibit 10.11 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. Hartman, 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
Exhibit 10.12 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
Exhibit 10.13 to the Corporation's report on Form 10-K filed with the
SEC on March 28, 2003.*
10.14 2001 Directors Retirement Agreement. Directors Joe E. Benner,
Martin L. Dreibelbis, Francis J. Evanitsky, Philip E. Gingerich, Jr.,
Marshall L. Hartman, 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 Exhibit 10.14
to the Corporation's report on Form 10-K filed with the SEC on March
28, 2003.*
10.15 2004 Executive Annual Incentive Plan. Executive Officers,
Francis J. Evanitsky, President & CEO, Judy R. Aumiller, Sr. Vice
President, Operations Technology Division, William L. Barnett, Sr.
Vice President, Trust and Investment Management Division, Pamela S.
Eberman, Sr. Vice President, Human Resource Manager, Linda L. Engle,
Executive Vice President, CFO, Edward L. Kauffman, Sr. Vice President,
Loan Division, and Thomas L. Parrish, Sr. Vice President, Community
Banking, participate in this plan.*
10.16 Executive Annual Incentive Plan Award Schedule for 2004.*
13. 2004 Annual Report to Shareholders.
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) 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.
7
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 15, 2005
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 15, 2005 Date: March 15, 2005
---------------------------- --------------------------
Jan G. Snedeker A. Jerome Cook
Director Director
Date: March 15, 2005 Date: March 15, 2005
---------------------------- --------------------------
Don E. Haubert Martin L. Dreibelbis
Director Director
Date: March 15, 2005 Date: March 15, 2005
---------------------------- --------------------------
John A. Renninger Dale G. Nace
Director Director
Date: March 15, 2005 Date: March 15, 2005
---------------------------- --------------------------
Francis J. Evanitsky Harold B. Shearer
President & CEO Director
Date: March 15, 2005 Date: March 15, 2005
8
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Philip E. Gingerich, Jr. Charles L. Hershberger
Director Director
Date: March 15, 2005 Date: March 15, 2005
---------------------------- --------------------------
Marshall L. Hartman Robert K. Metz, Jr.
Director Director
Date: March 15, 2005 Date: March 15, 2005
---------------------------- --------------------------
Timothy I. Havice Richard M. Scanlon, DMD
Chairman Director
Date: March 15, 2005 Date: March 15, 2005
---------------------------- --------------------------
Linda L. Engle
Chief Financial Officer
Chief Accounting Officer
Date: March 15, 2005
9