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): July 25, 2014

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 July 25, 2014, Juniata Valley Financial Corp. issued a press release reporting financial results for the quarter and year-to-date ending June 30, 2014. The aforementioned press release is attached as Exhibit 99.1 to this current report on Form 8-K.

Item 8.01 Other Events

On July 15 2014, the Board of Directors of Juniata Valley Financial Corp. declared a dividend of $0.22 per share to common shareholders of record August 15, 2014, payable on September 2, 2014. 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 2, 2014.

Exhibit 99.2 Financial Statements as of June 30, 2014

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:  July 25, 2014	By:	/s/	JoAnn McMinn
	Name:  JoAnn McMinn
	Title:  EVP, Chief Financial Officer

EX-99.1

Exhibit 99.1

	Press Release – Mifflintown, PA – July 25, 2014
	Juniata Valley Financial Corp. Announces Earnings and Declares Dividend

Marcie A. Barber, President and Chief Executive Officer of Juniata Valley Financial Corp. (OTC BB: JUVF), announced that net income and earnings per share for the quarter ended June 30, 2014 were $1,163,000 and $0.28, respectively, compared to $1,009,000 and $0.24, respectively, for the quarter ended June 30, 2013. These results represented a 15.3% increase in net income and an earnings per share increase of 16.7%. As compared to the immediately preceding quarter ended March 31, 2014, the second quarter of 2014 reflected a net income increase of 28.8% and an earnings per share increase of 27.3%. For the year-to-date, net income and earnings per share increased in 2014 as compared to 2013 by 2.5% and 2.1%, respectively.

Comparative earnings and key performance ratios for Juniata Valley Financial Corp. are presented in the table below, including return on average assets (ROA), return on average equity (ROE) and earnings per share (EPS).

	Quarter Ended:									Year-to-Date through:
	June 30, 2014			June 30, 2013			March 31, 2014			June 30, 2014			June 30, 2013
	Results			Results			Results			Results			Results
Net Income	$	1,163,000		$	1,009,000		$	903,000		$	2,066,000		$	2,015,000
ROA		0.97	%		0.89	%		0.81	%		0.89	%		0.90	%
ROE		9.23	%		8.03	%		7.17	%		8.20	%		8.04	%
EPS (basic and fully diluted)	$	0.28		$	0.24		$	0.22		$	0.49		$	0.48

During the second quarter of 2014, average earning assets increased by $27,650,000, or 6.8%, as compared to the second quarter of 2013, primarily as a result of the purchase of investment securities funded by the issuance of long-term debt. As a result, the investment portfolio was higher on average by $23,749,000, or 18.1%, during the second quarter of 2014 compared to the second quarter of 2013 and borrowings averaged $23,102,000 higher in the second quarter of 2014 compared to the second quarter of 2013. Loan balances during the second quarter of 2014, on average, exceeded average loan balances in the second quarter of 2013 by $4,551,000, or 1.7%; this increase was partially funded by increases of average deposits of $3,840,000. Successful resolution of an impaired loan resulted in the collection of previously unaccrued interest of $137,000 in June 2014. This combination of factors, resulted in an increase in net interest income of $210,000 in the second quarter of 2014 as compared to the second quarter of 2013 despite a decrease in the net interest margin (which is net interest income expressed as a percentage of average interest-earning assets) from 3.50% to 3.47%.

Comparing net interest income and net interest margin for the second quarter of 2014 to the immediately preceding first quarter of 2014, the changes were similar to the changes from the second quarter of 2013. Comparing results for the first six months of 2014 to the results for the same period in 2013, net interest income was higher by 3.5% in 2014 and the net interest margin on a fully tax-equivalent basis, one basis point lower, at 3.49% in the 2014 period.

Credit quality continued to improve in the second quarter of 2014, as non-performing and risk rated loans were addressed through liquidation of loans or exits from relationships. As of June 30, 2014, non-performing loans as a percentage of average outstanding loans was 2.04%, improving from 2.23% on December 31, 2013 and from 2.88% one year ago on June 30, 2013. The decrease in non-performing loans has had a positive effect on the adequacy of the allowance for loan losses carried by Juniata, but was offset by specific reserves assigned to two of the impaired loans due to aging collateral appraisals. It is the Company’s policy to discount appraisals on collateral securing impaired loans, based on the age of the valuation. For the quarter ended June 30, 2014, the loan loss provision was $117,000, versus $86,000 for the second quarter of 2013 and $20,000 in the first quarter of 2014.

Non-interest income was $1,170,000 in the second quarter of 2014 reflecting an increase over the $1,055,000 earned in the second quarter of 2013, and an increase over the $920,000 earned in the first quarter of 2014. Most significantly impacting non-interest income in the second quarter of 2014 was a gain of $165,000 from death benefits related to bank-owned life insurance. There were no such occurrences in either of the two comparative periods. Also unique to the second quarter of 2014 was a lump-sum fee of $40,000 collected on a terminated trust relationship that elevated trust fees.

For the first six months of 2014, non-interest income was $2,090,000, 2.0% less than for the first six months of 2013. The positive impacts of the aforementioned death benefits and trust fees helped to partially offset the continued reduction in fees and gains related to loans sold in the secondary market and reductions in customer service fees on deposit accounts.

Non-interest expense in the second quarter of 2014 was $3,401,000, exceeding non-interest expense in the second quarter of 2013and the first quarter of 2014 by $71,000 and $65,000, respectively. The increase in non-interest expense as compared to both previous periods related primarily to increased compensation expense. Full-time equivalent employment has increased slightly in the second quarter of 2014 as compared to both previous comparative quarters, and company-wide annual salary adjustments occurred early in the second quarter.

For the first six months of 2014, non-interest expense increased by $372,000, or 5.8%, as compared to the first six months of 2013. Amortization expense associated with the Bank’s investment in a low-income housing project was offset by the recording of the benefit of the tax credit from the project, and first became applicable during the second quarter of 2013. Excluding the effect of this amortization expense, non-interest expense increased in the first half of 2014 by $278,000, or 4.5%, when compared to the same period one year ago. The increase was primarily due to increases in costs associated with foreclosure activity, facilities maintenance, utilities and employee compensation.

The tax provisions for each period discussed reflected the application of the aforementioned low income housing tax credit. For the second quarter of 2014 the tax credit lowered the effective tax rate from 21.2% to 10.1%. In the second quarter of 2013, when earnings from tax exempt sources were lower, the effective tax rate was lowered from 23.1% to 5.8%. When comparing the second quarter of 2014 with the immediate preceding quarter ending March 31, 2014, the tax credit lowered the effective tax rate from 22.0% to 7.2%. For the first six months of 2014, the tax credit lowered the effective tax rate from 21.6% to 8.9% as compared to the same period in 2013, in which the tax credit lowered the effective tax rate from 24.2% to 16.5%.

Total assets of $478.1 million on June 30, 2014 represented an increase of 6.5% from December 31, 2013 and a 6.3% increase as compared to June 30, 2013.

Ms. Barber commented, “We are pleased to report financially strong quarter results that include increases in our ROA, ROE and EPS ratios. As anticipated, improvements in credit quality and increased new loan opportunities enhanced our loan portfolio yield this quarter. Fraud protection services will be offered to all consumer relationships during the third quarter, another example of our commitment to deliver quality banking products to meet the needs of our valued customers.”

On July 15, 2014, Juniata Valley Financial Corp.’s Board of Directors declared a cash dividend of $0.22 per share, payable on September 2, 2014 to shareholders of record on August 15, 2014.

Management considers subsequent events occurring after the statement of condition 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 Liverpool Community Bank, 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.

*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. 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)
	June 30,			December 31,
	2014			2013
ASSETS
Cash and due from banks	$	8,617		$	8,570
Interest bearing deposits with banks		40			43
Cash and cash equivalents		8,657			8,613
Interest bearing time deposits with banks		249			249
Securities available for sale		154,198			126,046
Restricted investment in Federal Home Loan Bank (FHLB) stock		2,621			1,967
Investment in unconsolidated subsidiary		4,250			4,172
Loans		278,344			277,798
Less: Allowance for loan losses		(2,358	)		(2,287	)
Total loans, net of allowance for loan losses		275,986			275,511
Premises and equipment, net		6,162			6,330
Other real estate owned		381			281
Bank owned life insurance and annuities		14,601			14,848
Equity investment in low income housing project		4,086			3,990
Core deposit intangible		97			119
Goodwill		2,046			2,046
Mortgage servicing rights		175			167
Accrued interest receivable and other assets		4,616			4,443
Total assets	$	478,125		$	448,782
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits:
Non-interest bearing	$	78,138		$	74,611
Interest bearing		315,191			305,034
Total deposits		393,329			379,645
Securities sold under agreements to repurchase		3,561			5,397
Short-term borrowings		2,500			8,400
Long-term debt		22,500			-
Other interest bearing liabilities		1,381			1,356
Accrued interest payable and other liabilities		3,808			4,000
Total liabilities		427,079			398,798
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 -
4,190,107 shares at June 30, 2014;
4,196,266 shares at December 31, 2013		4,746			4,746
Surplus		18,385			18,370
Retained earnings		39,337			39,118
Accumulated other comprehensive loss		(725	)		(1,659	)
Cost of common stock in Treasury:
555,719 shares at June 30, 2014;
549,560 shares at December 31, 2013		(10,697	)		(10,591	)
Total stockholders' equity		51,046			49,984
Total liabilities and stockholders' equity	$	478,125		$	448,782

(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 and per share data)

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2014		2013			2014		2013
Interest income:
Loans, including fees	$	3,662	$	3,707		$	7,212	$	7,397
Taxable securities		535		312			890		609
Tax-exempt securities		126		147			256		298
Other interest income		2		7			3		13
Total interest income		4,325		4,173			8,361		8,317
Interest expense:
Deposits		608		736			1,229		1,493
Securities sold under agreements to repurchase		1		1			2		2
Short-term borrowings		1		-			2		-
Long-term debt		69		-			69		-
Other interest bearing liabilities		4		4			8		9
Total interest expense		683		741			1,310		1,504
Net interest income		3,642		3,432			7,051		6,813
Provision for loan losses		117		86			137		166
Net interest income after provision for loan losses		3,525		3,346			6,914		6,647
Non-interest income:
Customer service fees		290		310			558		620
Debit card fee income		215		205			418		399
Earnings on bank-owned life insurance and annuities		94		108			191		205
Trust fees		131		85			207		174
Commissions from sales of non-deposit products		88		103			200		219
Income from unconsolidated subsidiary		57		50			94		104
Fees derived from loan activity		32		52			70		112
Gain on sales of loans		56		85			85		181
Gain on sales and calls of securities		2		-			7		1
Gain from life insurance proceeds		165		-			165		-
Other non-interest income		40		57			95		117
Total non-interest income		1,170		1,055			2,090		2,132
Non-interest expense:
Employee compensation expense		1,497		1,387			2,849		2,610
Employee benefits		363		384			766		846
Occupancy		237		240			519		485
Equipment		116		114			230		234
Data processing expense		370		361			750		715
Director compensation		51		56			108		113
Professional fees		99		91			198		186
Taxes, other than income		77		119			184		242
FDIC Insurance premiums		74		82			155		172
Loss (gain) on sales of other real estate owned		29		(8	)		11		(34	)
Amortization of intangibles		11		11			22		22
Amortization of investment in low-income housing partnership		119		145			239		145
Other non-interest expense		358		348			706		629
Total non-interest expense		3,401		3,330			6,737		6,365
Income before income taxes		1,294		1,071			2,267		2,414
Provision for income taxes		131		62			201		399
Net income	$	1,163	$	1,009		$	2,066	$	2,015
Earnings per share
Basic	$	0.28	$	0.24		$	0.49	$	0.48
Diluted	$	0.28	$	0.24		$	0.49	$	0.48
Cash dividends declared per share	$	0.22	$	0.22		$	0.44	$	0.44
Weighted average basic shares outstanding		4,195,491		4,218,206			4,195,876		4,218,283
Weighted average diluted shares outstanding		4,195,749		4,219,606			4,196,136		4,219,570

Juniata Valley Financial Corp. and Subsidiary

Consolidated Statements of Income

(Unaudited, in thousands, except share and per share data)

	Three Months Ended
	June 30,		March 31,
	2014		2014
Interest income:
Loans, including fees	$	3,662	$	3,550
Taxable securities		535		355
Tax-exempt securities		126		130
Other interest income		2		1
Total interest income		4,325		4,036
Interest expense:
Deposits		608		621
Securities sold under agreements to repurchase		1		1
Short-term borrowings		1		1
Long-term debt		69		-
Other interest bearing liabilities		4		4
Total interest expense		683		627
Net interest income		3,642		3,409
Provision for loan losses		117		20
Net interest income after provision for loan losses		3,525		3,389
Non-interest income:
Customer service fees		290		268
Debit card fee income		215		203
Earnings on bank-owned life insurance and annuities		94		97
Trust fees		131		76
Commissions from sales of non-deposit products		88		112
Income from unconsolidated subsidiary		57		37
Fees derived from loan activity		32		38
Gain on sales of loans		56		29
Gain on sales and calls of securities		2		5
Gain from life insurance proceeds		165		-
Other non-interest income		40		55
Total non-interest income		1,170		920
Non-interest expense:
Employee compensation expense		1,497		1,352
Employee benefits		363		403
Occupancy		237		282
Equipment		116		114
Data processing expense		370		380
Director compensation		51		57
Professional fees		99		99
Taxes, other than income		77		107
FDIC Insurance premiums		74		81
Loss (gain) on sales of other real estate owned		29		(18	)
Amortization of intangibles		11		11
Amortization of investment in low-income housing partnership		119		120
Other non-interest expense		358		348
Total non-interest expense		3,401		3,336
Income before income taxes		1,294		973
Provision for income taxes		131		70
Net income	$	1,163	$	903
Earnings per share
Basic	$	0.28	$	0.22
Diluted	$	0.28	$	0.22
Cash dividends declared per share	$	0.22	$	0.22
Weighted average basic shares outstanding		4,195,491		4,196,266
Weighted average diluted shares outstanding		4,195,749		4,196,614