8-K

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): October 27, 2011

Juniata Valley Financial Corp.

(Exact name of registrant as specified in its charter)

Pennsylvania	0-13232	232235254
(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: (717) 436 - 8211

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:

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

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

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

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

Item 2.02 Results of Operations and Financial Condition

On October 27, 2011, Juniata Valley Financial Corp. issued a press release reporting financial results for the year-to-date and quarter ending September 30, 2011. The aforementioned press release is attached as Exhibit 99.1 to this current report on Form 8-K.

Item 8.01 Other Events

On October 18, 2011, the Board of Directors of Juniata Valley Financial Corp. declared a dividend of $0.22 per share to common shareholders of record November 15, 2011, payable on December 1, 2011. A copy of the press release announcing the dividend is being furnished as Exhibit 99.1 to this report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

Exhibit 99.1	Press Release reporting financial results for Quarter 3, 2011.
Exhibit 99.2	Financial Statements as of September 30, 2011

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: October 27, 2011	By:	/s/ JoAnn McMinn
		Name:	JoAnn McMinn
		Title:	EVP, Chief Financial Officer

EX-99.1

Exhibit 99.1

PRESS RELEASE

Juniata Valley Financial Corp. Announces Earnings and Declares Dividend

Mifflintown, PA —October 27, 2011— Marcie A. Barber, President and Chief Executive Officer of Juniata Valley Financial Corp. (OTC BB: JUVF), announced that net income for the nine months ended September 30, 2011 was $3,544,000 in comparison to $3,611,000 for the same period in 2010. Basic earnings per share were $0.84 for each period. Ms. Barber commented, “Despite a challenging and uncertain economy, JVB is delivering a consistently solid return to our shareholders.”

Total assets increased by 4.4%, to $454.8 million, from December 31, 2010 to September 30, 2011, with this asset growth funded by deposit growth of 4.9%. The nine-month results were primarily attributed to the change in average loan to deposit ratio from 81.7% in 2010 to 74.0% in 2011, resulting in a reduction in the net interest margin.

Juniata Valley’s 2011 third quarter performance, in terms of net income of $1,214,000, increased by 11.3% in comparison to net income for the second quarter of 2011. Earnings per share increased by 11.5% in the third quarter of 2011 as compared to the previous calendar quarter. Net interest income in the most recent quarter was $51,000 lower than in the previous quarter due primarily to lower average loan balances. The provision for loan losses was $56,000 lower in the third quarter of 2011 than in the second quarter of 2011 and the ratio of the allowance to total loans remained at 0.99% at the end of the two periods. Non-interest income in the third quarter of 2011 increased by $18,000, or 1.8%, compared to non-interest income in the previous quarter, primarily due to increased trust fee income. Non-interest expense was $176,000 lower in the third quarter of 2011 compared to the second quarter of 2011 due to lower employee compensation and benefits expense.

As compared to the same quarter one year ago, net income in the third quarter of 2011 decreased 5.5%. The decrease in net income in the third quarter of 2011 versus the third quarter of 2010 primarily resulted from a decrease in net interest income, related to a decline in outstanding loans, partially offset by an increase in non-interest income. Juniata Valley’s third quarter earnings and key performance ratios, including return on average assets (ROA), return on average equity (ROE) and earnings per share (EPS), in comparison to both previous quarters, are shown in the table below.

	Quarter Ended
	September 30, 2011			June 30, 2011						September 30, 2010
	Results			Results			% Change			Results			% Change
Net Income	$	1,214,000		$	1,091,000			11.3	%	$	1,285,000			-5.5	%
ROA		1.07	%		0.99	%		8.1	%		1.16	%		-7.8	%
ROE		9.57	%		8.68	%		10.3	%		10.15	%		-5.7	%
EPS (basic and fully diluted)	$	0.29		$	0.26			11.5	%	$	0.30			-3.3	%

Ms. Barber also announced that, on October 18, 2011, Juniata Valley Financial Corp.’s Board of Directors declared a cash dividend of $0.22 per share for the fourth quarter of 2011, payable on December 1 to shareholders of record on November 15, an increase of 4.8% over 2010’s third quarter dividend.

Management considers subsequent events occurring after the balance sheet date for matters which may require adjustment to, or disclosure in, the consolidated financial statements. The review period for subsequent events extends up to and including the filing date of a public company’s consolidated financial statements when filed with the Securities and Exchange Commission (“SEC”). Accordingly, the financial information in this announcement is subject to change.

The Juniata Valley Bank, the principal subsidiary of Juniata Valley Financial Corp., is headquartered in Mifflintown, Pennsylvania, with twelve community offices located in Juniata, Mifflin, Perry and Huntingdon Counties. In addition, Juniata Valley owns 39.16% of the First National Bank of Liverpool, which it carries under the equity method of accounting. More information regarding Juniata Valley Financial Corp. and The Juniata Valley Bank can be found online at www.JVBonline.com. Juniata Valley Financial Corp. trades over the counter under the symbol JUVF.OB.

* This press release 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 release, Juniata Valley is making forward-looking statements. Such information is based on Juniata Valley’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, without limitation, changes in interest rates and their impact on the level of deposits, loan demand and value of loan collateral, increased competition from other financial institutions, market value deterioration in the financial services sector, FDIC deposit insurance premiums, governmental monetary policy, legislation and changes in banking regulations, risks associated with the effect of opening a new branch, the ability to control costs and expenses, and general economic conditions. Juniata Valley 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 Valley, 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 Valley’s filings with the Securities and Exchange Commission.

EX-99.2

Exhibit 99.2

Juniata Valley Financial Corp. and Subsidiary
Consolidated Statements of Financial Condition
( in thousands, except share data)

	(1)			(2)
	September 30,			December 31,
	2011			2010
ASSETS
Cash and due from banks	$	10,254		$	12,758
Interest bearing deposits with banks		1,116			218
Federal funds sold		6,500			12,300
Cash and cash equivalents		17,870			25,276
Interest bearing time deposits with banks		1,096			1,345
Securities available for sale		112,355			79,923
Restricted investment in Federal Home Loan Bank (FHLB) stock		1,790			2,088
Investment in unconsolidated subsidiary		3,734			3,550
Total loans, net of unearned interest		292,353			298,102
Less: Allowance for loan losses		(2,907	)		(2,824	)
Total loans, net of allowance for loan losses		289,446			295,278
Premises and equipment, net		6,788			7,067
Other real estate owned		212			412
Bank owned life insurance and annuities		13,962			13,568
Core deposit intangible		220			254
Goodwill		2,046			2,046
Accrued interest receivable and other assets		5,321			4,946
Total assets	$	454,840		$	435,753
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Deposits:
Non-interest bearing	$	64,006		$	60,696
Interest bearing		331,105			316,094
Total deposits		395,111			376,790
Securities sold under agreements to repurchase		3,057			3,314
Other interest bearing liabilities		1,222			1,200
Accrued interest payable and other liabilities		4,551			4,473
Total liabilities		403,941			385,777
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 -
4,236,168 shares at September 30, 2011; 4,257,765 shares at December 31, 2010		4,746			4,746
Surplus		18,363			18,354
Retained earnings		38,696			37,868
Accumulated other comprehensive loss		(1,018	)		(1,465	)
Cost of common stock in Treasury:
509,658 shares at September 30, 2011;
488,061 shares at December 31, 2010		(9,888	)		(9,527	)
Total stockholders’ equity		50,899			49,976
Total liabilities and stockholders’ equity	$	454,840		$	435,753

(1)	Unaudited
(2)	Unaudited but derived from audited financial statements; does not include related disclosures.

Juniata Valley Financial Corp. and Subsidiary
Consolidated Statements of Income
(Unaudited, in thousands, except share data)

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2011		2010			2011		2010
Interest income:
Loans, including fees	$	4,401	$	4,824		$	13,477	$	14,756
Taxable securities		328		257			894		753
Tax-exempt securities		222		245			689		784
Federal funds sold		1		3			5		7
Other interest income		8		10			23		29
Total interest income		4,960		5,339			15,088		16,329
Interest expense:
Deposits		1,162		1,288			3,528		4,154
Securities sold under agreements to repurchase		1		1			2		2
Short-term borrowings		—		—			—		1
Long-term debt		—		29			—		99
Other interest bearing liabilities		6		2			20		9
Total interest expense		1,169		1,320			3,550		4,265
Net interest income		3,791		4,019			11,538		12,064
Provision for loan losses		60		70			264		637
Net interest income after provision for loan losses		3,731		3,949			11,274		11,427
Noninterest income:
Trust fees		109		90			316		300
Customer service fees		354		335			1,015		1,104
Earnings on bank-owned life insurance and annuities		123		133			366		393
Commissions from sales of non-deposit products		53		80			221		301
Income from unconsolidated subsidiary		66		60			197		179
Securities impairment charge		—		(40	)		—		(40	)
Gain on sales or calls of securities		—		4			6		31
Gain on sales of other assets		14		30			28		36
Other noninterest income		300		244			895		679
Total noninterest income		1,019		936			3,044		2,983
Noninterest expense:
Employee compensation expense		1,318		1,232			3,910		3,826
Employee benefits		334		363			1,158		1,182
Occupancy		236		243			731		692
Equipment		138		148			439		403
Data processing expense		336		366			995		1,077
Director compensation		74		88			221		261
Professional fees		111		128			341		357
Taxes, other than income		123		124			374		379
FDIC Insurance premiums		73		138			291		435
Amortization of intangibles		12		11			34		34
Other noninterest expense		368		317			1,106		956
Total noninterest expense		3,123		3,158			9,600		9,602
Income before income taxes		1,627		1,727			4,718		4,808
Provision for income taxes		413		442			1,174		1,197
Net income	$	1,214	$	1,285		$	3,544	$	3,611
Earnings per share
Basic	$	0.29	$	0.30		$	0.84	$	0.84
Diluted	$	0.29	$	0.30		$	0.83	$	0.84
Cash dividends declared per share	$	0.22	$	0.21		$	0.64	$	0.61
Weighted average basic shares outstanding		4,236,168		4,283,024			4,243,273		4,307,417
Weighted average diluted shares outstanding		4,239,872		4,286,350			4,246,533		4,310,989

Juniata Valley Financial Corp. and Subsidiary
Consolidated Statements of Income
(Unaudited, in thousands, except share data)

	For the Quarter Ended
	September 30,		June 30,
	2011		2011
Interest income:
Loans, including fees	$	4,401	$	4,484
Taxable securities		328		313
Tax-exempt securities		222		234
Federal funds sold		1		2
Other interest income		8		7
Total interest income		4,960		5,040
Interest expense:
Deposits		1,162		1,191
Securities sold under agreements to repurchase		1		—
Other interest bearing liabilities		6		7
Total interest expense		1,169		1,198
Net interest income		3,791		3,842
Provision for loan losses		60		116
Net interest income after provision for loan losses		3,731		3,726
Noninterest income:
Trust fees		109		94
Customer service fees		354		349
Earnings on bank-owned life insurance and annuities		123		124
Commissions from sales of non-deposit products		53		65
Income from unconsolidated subsidiary		66		66
Gain on sale or call of securities		—		1
Gain (Loss) on sales of other assets		14		(1	)
Other noninterest income		300		303
Total noninterest income		1,019		1,001
Noninterest expense:
Employee compensation expense		1,318		1,337
Employee benefits		334		423
Occupancy		236		252
Equipment		138		146
Data processing expense		336		337
Director compensation		74		70
Professional fees		111		91
Taxes, other than income		123		124
FDIC Insurance premiums		73		85
Amortization of intangibles		12		11
Other noninterest expense		368		423
Total noninterest expense		3,123		3,299
Income before income taxes		1,627		1,428
Provision for income taxes		413		337
Net income	$	1,214	$	1,091
Earnings per share
Basic	$	0.29	$	0.26
Diluted	$	0.29	$	0.26
Cash dividends declared per share	$	0.22	$	0.21