UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 1934

For the quarterly period ended March 31, 2024

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 000-13232
Juniata Valley Financial Corp.
(Exact name of registrant as specified in its charter)
Pennsylvania	23-2235254
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
Bridge and Main Streets, Mifflintown, Pennsylvania	17059
(Address of principal executive offices)	(Zip Code)
(855) 582-5101
(Registrant’s telephone number, including area code)


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

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 ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☒ Yes ☐ No

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes ☒ No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class		Outstanding as of April 30, 2024
Common Stock ($1.00 par value)		5,000,518 shares

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TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	3

	Consolidated Statements of Financial Condition as of March 31, 2024 (Unaudited) and December 31, 2023	3

	Consolidated Statements of Income for the Three Months Ended March 31, 2024 and 2023 (Unaudited)	4

	Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2024 and 2023 (Unaudited)	5

	Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2024 and 2023 (Unaudited)	6

	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023 (Unaudited)	7

	Notes to Consolidated Financial Statements (Unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37

Item 3.	Not applicable.

Item 4.	Controls and Procedures	48

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	49

Item 1A.	Risk Factors	49

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	49

Item 3.	Defaults upon Senior Securities	49

Item 4.	Mine Safety Disclosures	49

Item 5.	Other Information	49

Item 6.	Exhibits	50

	Signatures	51

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Juniata Valley Financial Corp. and Subsidiary

Consolidated Statements of Financial Condition


	(Unaudited)
(Dollars in thousands, except share data)	March 31, 2024		December 31, 2023
ASSETS
Cash and due from banks	$	5,085	$	17,189
Interest bearing deposits with banks		8,352		11,741
Cash and cash equivalents		13,437		28,930
Equity securities		1,060		1,073
Debt securities available for sale		66,639		67,564
Debt securities held to maturity (fair value $193,182 and $198,147, respectively)		198,680		200,644
Restricted investment in bank stock		2,018		1,707
Total loans		536,716		525,394
Less: Allowance for credit losses		(5,792)		(5,677)
Total loans, net of allowance for credit losses		530,924		519,717
Premises and equipment, net		8,135		8,180
Bank owned life insurance and annuities		14,900		14,841
Investment in low income housing partnerships		1,073		1,154
Core deposit and other intangible assets		321		343
Goodwill		9,812		9,812
Mortgage servicing rights		81		83
Deferred tax asset		11,033		11,319
Accrued interest receivable and other assets		6,305		5,188
Total assets	$	864,418	$	870,555
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Deposits:
Non-interest bearing	$	199,770	$	197,027
Interest bearing		538,650		552,018
Total deposits		738,420		749,045
Short-term borrowings and repurchase agreements		57,214		52,810
Long-term debt		20,000		20,000
Other interest bearing liabilities		884		951
Accrued interest payable and other liabilities		6,418		7,612
Total liabilities		822,936		830,418
Commitments and contingent liabilities
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 - 5,151,279 shares at March 31, 2024 and December 31, 2023; Outstanding - 5,000,518 shares at March 31, 2024 and 4,991,129 shares at December 31, 2023		5,151		5,151
Surplus		24,802		24,924
Retained earnings		51,554		51,297
Accumulated other comprehensive loss		(37,583)		(38,640)
Cost of common stock in Treasury: 150,761 shares at March 31, 2024; 160,150 shares at December 31, 2023		(2,442)		(2,595)
Total stockholders’ equity		41,482		40,137
Total liabilities and stockholders’ equity	$	864,418	$	870,555

See Notes to Consolidated Financial Statements

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Juniata Valley Financial Corp. and Subsidiary

Consolidated Statements of Income (Unaudited)


	Three Months Ended
(Dollars in thousands, except share data)	March 31,
	2024		2023
Interest and dividend income:
Loans, including fees	$	7,467	$	6,120
Taxable securities		1,465		1,580
Tax-exempt securities		30		36
Other interest income		43		16
Total interest income		9,005		7,752
Interest expense:
Deposits		2,642		1,443
Short-term borrowings and repurchase agreements		698		415
Long-term debt		117		116
Other interest bearing liabilities		9		10
Total interest expense		3,466		1,984
Net interest income		5,539		5,768
Provision for credit losses		120		243
Net interest income after provision for credit losses		5,419		5,525
Non-interest income:
Customer service fees		371		323
Debit card fee income		404		417
Earnings on bank-owned life insurance and annuities		56		55
Trust fees		107		132
Commissions from sales of non-deposit products		102		95
Fees derived from loan activity		159		93
Mortgage banking income		10		13
Change in value of equity securities		(13)		(22)
Other non-interest income		100		107
Total non-interest income		1,296		1,213
Non-interest expense:
Employee compensation expense		2,208		2,035
Employee benefits		645		735
Occupancy		332		304
Equipment		143		165
Data processing expense		663		597
Professional fees		254		195
Taxes, other than income		56		109
FDIC Insurance premiums		155		71
Amortization of intangible assets		22		11
Amortization of investment in low-income housing partnerships		81		112
Other non-interest expense		600		424
Total non-interest expense		5,159		4,758
Income before income taxes		1,556		1,980
Income tax provision		201		247
Net income	$	1,355	$	1,733
Earnings per share
Basic	$	0.27	$	0.35
Diluted	$	0.27	$	0.35

See Notes to Consolidated Financial Statements

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Juniata Valley Financial Corp. and Subsidiary

Consolidated Statements of Comprehensive Income (Unaudited)


	Three Months Ended March 31,
	2024						2023
(Dollars in thousands)	Pre-Tax		Tax		Net-of-Tax		Pre-Tax		Tax		Net-of-Tax
	Amount		Effect		Amount		Amount		Effect		Amount
Net income	$	1,556	$	(201)	$	1,355	$	1,980	$	(247)	$	1,733
Other comprehensive income:
Securities
Available for sale securities
Unrealized holding gain arising during the period		166		(35)		131		36		(7)		29
Held to maturity securities
Amortization of unrealized holding losses on held to maturity securities (2) (3)		1,181		(255)		926		1,173		(255)		918
Cash Flow Hedge
Unrealized gain on cash flow hedge		—		—		—		1		—		1
Reclassification adjustment for gain included in net income (1) (2)		—		—		—		(214)		45		(169)
Other comprehensive income		1,347		(290)		1,057		996		(217)		779
Total comprehensive income	$	2,903	$	(491)	$	2,412	$	2,976	$	(464)	$	2,512

(1)	Amounts are included in interest expense on short-term borrowings and repurchase agreements and in other non-interest income on the Consolidated Statements of Income.

(2)	Income tax amounts are included in the provision for income taxes on the Consolidated Statements of Income.

(3)	Amounts included in interest income on the Consolidated Statements of Income.

See Notes to Consolidated Financial Statements

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Juniata Valley Financial Corp. and Subsidiary

Consolidated Statements of Stockholders’ Equity (Unaudited)


	Three months ended March 31, 2024
								Accumulated
	Number							Other				Total
(Dollars in thousands, except share data)	of Shares	Common				Retained		Comprehensive		Treasury		Stockholders’
	Outstanding	Stock		Surplus		Earnings		Income (Loss)		Stock		Equity
Balance, January 1, 2024	4,991,129	$	5,151	$	24,924	$	51,297	$	(38,640)	$	(2,595)	$	40,137
Net income							1,355						1,355
Other comprehensive income									1,057				1,057
Cash dividends at $0.22 per share							(1,098)						(1,098)
Stock-based compensation					34								34
Purchase of treasury stock	(239)										(3)		(3)
Treasury stock issued for stock plans	9,628				(156)						156		—
Balance, March 31, 2024	5,000,518	$	5,151	$	24,802	$	51,554	$	(37,583)	$	(2,442)	$	41,482


	Three months ended March 31, 2023
								Accumulated
	Number							Other				Total
(Dollars in thousands, except share data)	of Shares	Common				Retained		Comprehensive		Treasury		Stockholders’
	Outstanding	Stock		Surplus		Earnings		Income (Loss)		Stock		Equity
Balance, January 1, 2023	5,003,059	$	5,151	$	24,986	$	49,961	$	(41,867)	$	(2,538)	$	35,693
Cumulative change in accounting principle (Note 2)							(854)						(854)
Net income							1,733						1,733
Other comprehensive income									779				779
Cash dividends at $0.22 per share							(1,101)						(1,101)
Stock-based compensation					32								32
Purchase of treasury stock	(569)										(9)		(9)
Treasury stock issued for stock plans	11,409				(195)						195		—
Balance, March 31, 2023	5,013,899	$	5,151	$	24,823	$	49,739	$	(41,088)	$	(2,352)	$	36,273

See Notes to Consolidated Financial Statements

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Juniata Valley Financial Corp. and Subsidiary

Consolidated Statements of Cash Flows (Unaudited)


(Dollars in thousands)	Three Months Ended March 31,
	2024		2023
Operating activities:
Net income	$	1,355	$	1,733
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses		120		243
Depreciation		132		145
Net amortization of securities premiums		31		34
Net amortization of loan origination costs		(14)		(30)
Deferred net loan origination costs		(105)		(111)
Amortization of intangibles		22		11
Amortization of investment in low income housing partnerships		81		112
Net amortization of purchase fair value adjustments		—		(5)
Change in value of equity securities		13		22
Earnings on bank owned life insurance and annuities		(56)		(55)
Deferred income tax expense		4		250
Stock-based compensation expense		34		32
Proceeds from mortgage loans sold to others		12		15
Mortgage banking income		(10)		(13)
Increase in accrued interest receivable and other assets		(1,124)		(1,154)
(Decrease) increase in accrued interest payable and other liabilities		(1,261)		324
Net cash (used in) provided by operating activities		(766)		1,553
Investing activities:
Purchases of:
FHLB stock		(311)		—
Premises and equipment		(87)		(47)
Bank owned life insurance and annuities		(3)		(7)
Proceeds from:
Maturities of and principal repayments on securities available for sale		1,060		1,054
Maturities of and principal repayments on securities held to maturity		3,144		3,101
Redemption of FHLB stock		—		348
Net increase in loans		(11,206)		(3,846)
Net cash (used in) provided by investing activities		(7,403)		603
Financing activities:
Net (decrease) increase in deposits		(10,627)		12,746
Net increase (decrease) in short-term borrowings and securities sold under agreements to repurchase		4,404		(12,888)
Cash dividends		(1,098)		(1,101)
Purchase of treasury stock		(3)		(9)
Net cash used in financing activities		(7,324)		(1,252)
Net (decrease) increase in cash and cash equivalents		(15,493)		904
Cash and cash equivalents at beginning of year		28,930		10,999
Cash and cash equivalents at end of period	$	13,437	$	11,903
Supplemental information:
Interest paid	$	3,054	$	1,691
Income tax paid		315		215

See Notes to Consolidated Financial Statements

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JUNIATA VALLEY FINANCIAL CORP. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1. BASIS OF PRESENTATION AND ACCOUNTING POLICIES

The consolidated financial statements include the accounts of Juniata Valley Financial Corp. (the “Company” or “Juniata”) and its wholly owned subsidiary, The Juniata Valley Bank (the “Bank” or “JVB”). All significant intercompany accounts and transactions have been eliminated.

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete consolidated financial statements. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results may differ from those estimates, and such differences could be material to the financial statements. Estimates that are particularly susceptible to material change include the determination of the allowance for credit losses, and possible impairment of goodwill and other intangible assets.

In the opinion of management, all adjustments considered necessary for fair presentation have been included. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that can be expected for the year ending December 31, 2024. For further information, refer to the consolidated financial statements and notes thereto included in Juniata Valley Financial Corp.’s Annual Report on Form 10-K/A (“Annual Report”) for the year ended December 31, 2023.

The Company has evaluated events and transactions occurring subsequent to the consolidated statement of financial condition date of March 31, 2024 for items that should potentially be recognized or disclosed in these consolidated financial statements. The evaluation was conducted through the date these consolidated financial statements were issued.

2. RECENT ACCOUNTING STANDARDS UPDATES

Adoption of New Accounting Standards:

None.

3. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Components of accumulated other comprehensive income (loss), net of tax, consisted of the following:


			Unrealized		Unrealized
	Gains		Gains		Gains
(Dollars in thousands)	(Losses) on		(Losses) on		(Losses) on
	Cash Flow		AFS		HTM
March 31, 2024	Hedges		Securities		Securities		Total
Beginning balance, December 31, 2023	$	—	$	(6,454)	$	(32,186)	$	(38,640)
Current period other comprehensive income (loss):
Other comprehensive income before reclassification		—		131		—		131
Amounts reclassified from accumulated other comprehensive income		—		—		926		926
Net current period other comprehensive income		—		131		926		1,057
Ending balance, March 31, 2024	$	—	$	(6,323)	$	(31,260)	$	(37,583)

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			Unrealized		Unrealized
	Gains		Gains		Gains
(Dollars in thousands)	(Losses) on		(Losses) on		(Losses) on
	Cash Flow		AFS		HTM
March 31, 2023	Hedges		Securities		Securities		Total
Beginning balance, December 31, 2022	$	211	$	(6,161)	$	(35,917)	$	(41,867)
Current period other comprehensive income (loss):
Other comprehensive income before reclassification		1		29		—		30
Amounts reclassified from accumulated other comprehensive income (loss)		(169)		—		918		749
Net current period other comprehensive income (loss)		(168)		29		918		779
Ending balance, March 31, 2023	$	43	$	(6,132)	$	(34,999)	$	(41,088)

4. EARNINGS PER SHARE

Basic earnings per share (“EPS”) is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilutive effect on EPS that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock, increasing the total number of shares outstanding. Potential common shares that may be issued by the Company relate solely to outstanding stock options and are determined using the treasury stock method.

The following tables set forth the computation of basic and diluted earnings per share:


(Amounts in thousands, except earnings per share data)	Three months ended March 31,
	2024		2023
Net income	$	1,355	$	1,733
Weighted-average common shares outstanding		4,995		5,008
Basic earnings per share		0.27		0.35

Weighted-average common shares outstanding	$	4,995	$	5,008
Common stock equivalents due to effect of stock options		9		10
Total weighted-average common shares and equivalents	$	5,004	$	5,018
Diluted earnings per share	$	0.27	$	0.35
Anti-dilutive stock options outstanding		5		7

5. SECURITIES

Equity Securities

Equity securities owned by the Company consist of common stock of various financial services providers. ASC Topic 321, Investments – Equity Securities requires all equity securities within its scope to be measured at fair value with changes in fair value recognized in net income. The Company had $1.1 million in equity securities recorded at fair value as of March 31, 2024 and December 31, 2023. The Company recorded net losses of $13,000 and $22,000 during the three months ended March 31, 2024 and 2023, respectively, due to changes in the fair value of the Company’s portfolio of equity securities during the applicable periods.

Debt Securities

Debt securities are classified as held to maturity and carried at amortized cost when management has the positive intent and ability to hold them to maturity. Debt securities that are not classified as held to maturity or trading are classified as

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available for sale. Securities available for sale are carried at fair value, with unrealized holding gains and losses reported in other comprehensive income, net of tax.

The Company’s debt securities portfolio includes primarily bonds issued by U.S. Government sponsored enterprises (approximately 17% of the investment portfolio), mortgage-backed securities issued by Government-sponsored entities and backed by residential mortgages (approximately 75%), corporate debt securities (approximately 6%) and municipal bonds (approximately 2%) as of March 31, 2024. Most of the municipal bonds are general obligation bonds with maturities or pre-refunding dates within 5 years.

At each of March 31, 2024 and December 31, 2023, excluding securities of the U.S. Government and its agencies, the Company had holdings of securities from two issuers in excess of 10% of stockholders’ equity; holdings in Federal Farm Credit Bank and Pennsylvania Housing Finance securities had fair values of $11.3 million and $4.8 million, respectively, as of March 31, 2024, and $11.3 million and $4.9 million, respectively, as of December 31, 2023.

The amortized cost and fair value of debt securities as of March 31, 2024 and December 31, 2023, by contractual maturity, are shown in the tables below. Expected maturities may differ from contractual maturities because the securities may be called or prepaid, with or without prepayment penalties. Securities not due at a single maturity date are shown separately.


(Dollars in thousands)	March 31, 2024
					Gross		Gross
	Amortized		Fair		Unrealized		Unrealized
Debt Securities Available for Sale	Cost		Value		Gains		Losses
Obligations of U.S. Government sponsored enterprises
After one year but within five years	$	15,500	$	14,127	$	—	$	(1,373)
		15,500		14,127		—		(1,373)
Obligations of state and political subdivisions
Within one year		500		500		—		—
After one year but within five years		2,518		2,358		—		(160)
After five years but within ten years		4,355		3,604		—		(751)
		7,373		6,462		—		(911)
Corporate debt securities
After one year but within five years		4,592		4,069		—		(523)
After five years but within ten years		13,000		10,347		—		(2,653)
		17,592		14,416		—		(3,176)
Mortgage-backed securities		34,178		31,634		—		(2,544)
Total	$	74,643	$	66,639	$	—	$	(8,004)


(Dollars in thousands)	March 31, 2024
					Gross		Gross
	Amortized		Fair		Unrecognized		Unrecognized
Debt Securities Held to Maturity	Cost		Value		Gains		Losses
Obligations of U.S. Government sponsored enterprises
After one year but within five years	$	21,128	$	20,967	$	—	$	(161)
After five years but within ten years		8,627		8,514		—		(113)
		29,755		29,481		—		(274)
Mortgage-backed securities		168,925		163,701		385		(5,609)
Total	$	198,680	$	193,182	$	385	$	(5,883)

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(Dollars in thousands)	December 31, 2023
					Gross		Gross
	Amortized		Fair		Unrealized		Unrealized
Debt Securities Available for Sale	Cost		Value		Gains		Losses
Obligations of U.S. Government sponsored enterprises
After one year but within five years	$	15,500	$	14,173	$	—	$	(1,327)
		15,500		14,173		—		(1,327)
Obligations of state and political subdivisions
Within one year		500		496		—		(4)
After one year but within five years		2,514		2,387		—		(127)
After five years but within ten years		4,355		3,625		—		(730)
		7,369		6,508		—		(861)
Corporate debt securities
After one year but within five years		4,608		4,048		—		(560)
After five years but within ten years		13,000		9,780		—		(3,220)
		17,608		13,828		—		(3,780)
Mortgage-backed securities		35,257		33,055		—		(2,202)
Total	$	75,734	$	67,564	$	—	$	(8,170)


(Dollars in thousands)	December 31, 2023
					Gross		Gross
	Amortized		Fair		Unrecognized		Unrecognized
Debt Securities Held to Maturity	Cost		Value		Gains		Losses
Obligations of U.S. Government sponsored enterprises
After one year but within five years	$	15,886	$	15,984	$	104	$	(6)
After five years but within ten years		13,634		13,702		85		(17)
		29,520		29,686		189		(23)
Mortgage-backed securities		171,124		168,461		1,917		(4,580)
Total	$	200,644	$	198,147	$	2,106	$	(4,603)

Certain obligations of the U.S. Government and state and political subdivisions, as well as mortgage-backed securities are pledged to secure public deposits, securities sold under agreements to repurchase and for other purposes as required or permitted by law. The carrying value of the pledged assets was $177.9 million and $192.1 million on March 31, 2024 and December 31, 2023, respectively.

In addition to cash received from the scheduled maturities of investment securities, some securities available for sale are sold or called at current market values during normal operations. There were no sales of securities during the three month periods ended March 31, 2024 or March 31, 2023.

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The following tables summarize debt securities with unrealized and unrecognized losses at March 31, 2024 and December 31, 2023, aggregated by category and length of time in a continuous unrealized loss position.


	Unrealized Losses at March 31, 2024
	Less Than 12 Months					12 Months or More					Total
(Dollars in thousands)	Number					Number					Number
	of	Fair		Unrealized		of	Fair		Unrealized		of	Fair		Unrealized
	Securities	Value		Losses		Securities	Value		Losses		Securities	Value		Losses
Securities available for sale
Obligations of U.S. Government sponsored enterprises	—	$	—	$	—	3	$	14,127	$	(1,373)	3	$	14,127	$	(1,373)
Obligations of state and political subdivisions	—		—		—	7		5,962		(911)	7		5,962		(911)
Corporate debt securities	—		—		—	9		14,416		(3,176)	9		14,416		(3,176)
Mortgage-backed securities	—		—		—	33		31,634		(2,544)	33		31,634		(2,544)
Total temporarily impaired securities available for sale	—	$	—	$	—	52	$	66,139	$	(8,004)	52	$	66,139	$	(8,004)


	Unrealized Losses at December 31, 2023
	Less Than 12 Months					12 Months or More					Total
(Dollars in thousands)	Number					Number					Number
	of	Fair		Unrealized		of	Fair		Unrealized		of	Fair		Unrealized
	Securities	Value		Losses		Securities	Value		Losses		Securities	Value		Losses
Securities available for sale
Obligations of U.S. Government sponsored enterprises	—	$	—	$	—	3	$	14,173	$	(1,327)	3	$	14,173	$	(1,327)
Obligations of state and political subdivisions	1		1,456		(11)	7		5,052		(850)	8		6,508		(861)
Corporate debt securities	—		—		—	9		13,828		(3,780)	9		13,828		(3,780)
Mortgage-backed securities	—		—		—	34		33,055		(2,202)	34		33,055		(2,202)
Total temporarily impaired securities available for sale	1	$	1,456	$	(11)	53	$	66,108	$	(8,159)	54	$	67,564	$	(8,170)
Securities held to maturity
Obligations of U.S. Government sponsored enterprises	2	$	8,258	$	(23)	—	$	—	$	—	2	$	8,258	$	(23)
Mortgage-backed securities	6		17,894		(480)	16		50,843		(4,100)	22		68,737		(4,580)
Total temporarily impaired securities held to maturity	8	$	26,152	$	(503)	16	$	50,843	$	(4,100)	24	$	76,995	$	(4,603)
Total	9	$	27,608	$	(514)	69	$	116,951	$	(12,259)	78	$	144,559	$	(12,773)

At March 31, 2024, three obligations of U.S. Government sponsored enterprises, seven obligations of state and political subdivisions, nine corporate debt securities, and thirty-three mortgage-backed securities available for sale had unrealized losses, all of which have been in a continuous loss position for twelve months or more. The mortgage-backed securities in the Company’s portfolio are government sponsored enterprise (“GSE”) pass-through instruments issued by the Federal National Mortgage Association (“FNMA”) or Federal Home Loan Mortgage Corporation (“FHLMC”), which guarantees the timely payment of principal on these investments.

ASC 326 made targeted changes to the accounting for credit losses on securities available for sale. The concept of other-than-temporarily impaired securities was replaced with the allowance for credit losses. Unlike held to maturity debt securities, available for sale securities are evaluated on an individual level and pooling of securities is not allowed.

For available for sale debt securities in an unrealized loss position, the Company first assesses whether it intends to sell, or if it is more likely than not that it will be required to sell, the security before recovery of its amortized cost basis. If

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either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For debt securities available for sale that do not meet the criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of the cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income.

Changes in the allowance for credit losses are recorded as credit loss expense (or reversal). Losses are charged against the allowance when management believes the uncollectibility of an available for sale security is confirmed or when either of the criteria regarding intent or requirement to sell is met. As of March 31, 2024, management determined that an immaterial credit loss existed because the decline in fair value of the available for sale debt securities was mostly attributable to changes in interest rates and other market conditions, rather than erosion of issuer credit quality and, as a result, timely payment of contractual cash flows, including principal and interest, has continued and is not considered at risk.

Credit Quality Indicators

All the Company’s held to maturity debt securities are issued by U.S. government agencies or U.S. government-sponsored enterprises. These securities are either explicitly or implicitly guaranteed by the U.S. government, except for the Federal Farm Credit Bank securities, but all are highly rated by major rating agencies and have a long history of no credit losses. Therefore, the Company did not record an allowance for credit losses for these securities as of March 31, 2024.

The Company monitors the credit quality of held to maturity debt securities using credit ratings. The credit ratings are sourced from nationally recognized rating agencies. All held to maturity debt securities were current in their payment of principal and interest as of March 31, 2024.

The following table summarizes the amortized cost of held to maturity debt securities aggregated by credit quality indicator based on the latest information available as of March 31, 2024.


(Dollars in thousands)

March 31, 2024	AAA		Total
Securities held to maturity
Obligations of U.S. Government sponsored enterprises	$	29,755	$	29,755
Mortgage-backed securities		168,925		168,925
	$	198,680	$	198,680

6. LOANS AND RELATED ALLOWANCE FOR CREDIT LOSSES

Loans that the Company originated and has the intent and ability to hold for the foreseeable future or until maturity or payoff are stated at the outstanding unpaid principal balances, net of any deferred fees or costs and the allowance for credit losses. Interest income on all loans, other than nonaccrual loans, is accrued over the term of the loans based on the amount of principal outstanding. Unearned income is amortized to income over the life of the loans, using the interest method.

The loan portfolio includes the following classes: (1) commercial, financial and agricultural; (2) real estate – commercial; (3) real estate – construction; (4) real estate – mortgage; (5) obligations of states and political subdivisions; and (6) personal loans.

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The Company originates loans in the portfolio with the intent to hold them until maturity. Should the Company no longer intend to hold loans to maturity based on asset/liability management practices, the Company transfers loans from its portfolio to held for sale at fair value. Any write-down recorded upon transfer is charged against the allowance for credit losses. Any write-downs recorded after the initial transfers are recorded as a charge to other non-interest expense. Gains or losses recognized upon sale are included in gains on sales of loans, which is a component of non-interest income.

Loans Held for Sale

The Company has originated residential mortgage loans with the intent to sell. These individual loans are normally sold to the buyer immediately. The Company maintains servicing rights on these loans.

When mortgage loans are sold with servicing retained, servicing rights are initially recorded at fair value with the income statement effect recorded in gains on sales of loans. Fair value is based on market prices for comparable mortgage servicing contracts, when available, or alternatively, is based on a valuation model that calculates the present value of estimated future net servicing income. Under the fair value measurement method, the Company measures servicing rights at fair value at each reporting date and reports changes in fair value of servicing assets in earnings in the period in which the changes occur, which are included with mortgage banking income on the income statement. The fair values of servicing rights are subject to fluctuations because of changes in estimated and actual prepayment speeds and default rates and losses.

Servicing fee income, which is reported on the income statement as mortgage banking income, is recorded for fees earned for servicing loans. The fees are based on a contractual percentage of the outstanding principal or a fixed amount per loan and are recorded as income when earned. Late fees and ancillary fees related to loan servicing are not material.

Allowance for Credit Losses (“ACL”)

The Company adopted ASU 2013-13 on January 1, 2023 to calculate the ACL, which requires a projection of credit losses estimated over the contractual term of the loans, adjusted for expected prepayments when appropriate. The contractual term excludes expected extensions, renewals and modifications unless either of the following applies: management has a reasonable expectation at the reporting date that a loan modification will be executed with an individual borrower, or the extension or renewal options are included in the original or modified contract at the reporting date and not unconditionally cancellable by the Company. The allowance for credit losses is a valuation account that is deducted from the loan’s amortized cost basis to present the net amount expected to be collected on the loan. The ACL is adjusted through the provision for credit losses and reduced by net charge offs of loans.

Management estimates the allowance balance using relevant available information, from internal and external sources, related to past events, current conditions and reasonable and supportable forecasts of certain macro-economic variables. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, lending personnel, delinquency trends, credit concentrations, loan review results, changes in collateral values, as well as the impact of changes in the regulatory and business environment or other relevant factors.

The Company utilizes the Discounted Cash Flow (“DCF”) method to analyze most loan segments, particularly loan segments with longer average lives and regular payment structures, as it allows for the effective incorporation of a reasonable and supportable forecast in a directionally consistent and objective manner. The DCF model has two key components; a loss driver analysis combined with a cash flow analysis. The contractual cash flow is adjusted for probability of default/loss given defaults (“PD/LGD”) and prepayment speed to establish a reserve level. The prepayment and curtailment studies are updated quarterly by a third-party for each applicable pool of loans. The Company estimates losses over a four quarter forecast period using Federal Open Market Committee (“FOMC”) estimates for real GDP and unemployment rate. Based on the final values in the forecast and the uncertainty of a post-pandemic economic recovery, management has elected to revert to historical loss experience over four quarters. The economic factors considered as part

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of the ACL were selected after a rigorous regression analysis and model selection process. Additionally, the Company uses reasonable credit risk assumptions based on an annual report produced by Moody’s for the obligations of states and political subdivisions segment.

The Weighted Average Remaining Life (“WARM”) method is used to analyze the personal loan segment, which includes revolving credit plans, automobile loans and other consumer loans, because this segment contains loans with many different structures, payment streams and collateral. The WARM method uses an average annual charge-off rate applied to the contractual term, further adjusted for estimated prepayments to determine the unadjusted historical charge-off rate for the remaining balance of assets.

The allowance for credit losses is measured on a collective (pool) basis when similar risk characteristics exist. The Company has identified the following portfolio segments and measures the allowance for credit losses using the following methods:


Portfolio Segments	Methodology	Loss Drivers
Commercial, financial and agricultural	DCF	National unemployment
Real estate - commercial	DCF	National unemployment & national GDP
Real estate - construction:
1-4 family residential construction	DCF	National unemployment & national GDP
Other construction loans	DCF	National unemployment & national GDP
Real estate - mortgage	DCF	National unemployment & national GDP
Obligations of states and political subdivisions	DCF	Moody's report
Personal	Remaining Life	Call report loss history

According to ASC 326, an entity may make an accounting policy election not to measure an allowance for credit losses for accrued interest receivable if the entity writes off the applicable accrued interest receivable balance in a timely manner. The Company has made the accounting policy election not to measure an allowance for credit losses for accrued interest receivable for all loan segments. Accrual of interest on loans is discontinued when the payment of principal or interest is in doubt or when a loan becomes contractually past due by 90 days or more with respect to principal or interest, except for loans that are well-secured and in the process of collection. When a loan is placed on nonaccrual status, any accrued but uncollected interest is reversed from current income.

ASC 326 requires the Company to establish a liability for anticipated credit losses for unfunded commitments. To accomplish this, the Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit unless that obligation is unconditionally cancellable by the Company. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life. At March 31, 2024, the Company had $63.5 million in unfunded commitments and $463,000 in anticipated credit losses in the reserve for unfunded lending commitments. At December 31, 2023, the Company had $56.0 million in unfunded commitments and $419,000 in anticipated credit losses in the reserve for unfunded lending commitments. The reserve for unfunded commitments is recorded in other liabilities on the Consolidated Statements of Financial Condition as opposed to in the ACL. Provisions to the reserve for unfunded lending commitments are recorded as other noninterest expense on the Consolidated Statements of Income.

The determination of the ACL is complex, and the Company makes decisions on the effects of matters that are inherently uncertain. Evaluations of the loan portfolio and individual credits require certain estimates, assumptions and judgements as to the facts and circumstances related to particular situations or credits. There may be significant changes in the ACL in future periods determined by factors prevailing at that point in time along with future forecasts.

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Risks associated with each portfolio segment are as follows:

Commercial, Financial and Agricultural Lending:

The Company originates commercial, financial and agricultural loans primarily to businesses located in its primary market area and surrounding areas. These loans are used for various business purposes, which include short-term loans and lines of credit to finance machinery and equipment purchases, inventory and accounts receivable. Generally, the maximum term for loans extended on machinery and equipment is shorter and does not exceed the projected useful life of such machinery and equipment. Most business lines of credit are written with a five year maturity, subject to an annual credit review.

Commercial loans are generally secured with short-term assets; however, in many cases, additional collateral, such as real estate, is provided as additional security for the loan. Loan-to-value maximum values have been established by the Company and are specific to the type of collateral. Collateral values may be determined using invoices, inventory reports, accounts receivable aging reports, collateral appraisals and other methods.

In underwriting commercial loans, the Company performs an analysis of the borrower’s character, capacity to repay the loan, the adequacy of the borrower’s capital and collateral and conditions affecting the borrower. Evaluation of the borrower’s past, present and future cash flows is also an important aspect of the Company’s analysis.

Concentration analysis assists in identifying industry specific risk inherent in commercial, financial and agricultural lending. Mitigants include the identification of secondary and tertiary sources of repayment and appropriate increases in oversight.

Commercial, financial and agricultural loans generally present a higher level of risk than certain other types of loans, particularly during slow economic conditions.

Real Estate - Commercial Lending:

The Company engages in real estate - commercial lending in its primary market area and surrounding areas. The Company’s real estate - commercial portfolio is secured primarily by residential housing, commercial buildings, raw land and hotels. Generally, real estate - commercial loans have terms that do not exceed 20 years, have loan-to-value ratios of up to 80% of the appraised value of the property and are typically secured by personal guarantees of the borrowers.

As economic conditions deteriorate, the Company reduces its exposure in real estate loans with higher risk characteristics. In underwriting these loans, the Company performs a thorough analysis of the financial condition of the borrower, the borrower’s credit history, and the reliability and predictability of the cash flow generated by the property securing the loan. Appraisals on properties securing commercial real estate loans originated by the Company are performed by independent appraisers.

Real estate - commercial loans generally present a higher level of risk than certain other types of loans, particularly during slow economic conditions.

Real Estate - Construction Lending:

The Company engages in real estate - construction lending in its primary market area and surrounding areas. The Company’s real estate - construction lending consists of 1-4 family residential construction loans and other construction loans, which are construction loans for purposes other than constructing 1-4 family residential properties such as land development and commercial building construction loans.

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The Company’s 1-4 family residential construction loans are loans for constructing 1-4 family residential properties, which will secure the loan. Other construction loans are generally secured with the subject property, and advances are made in conformity with a pre-determined draw schedule supported by independent inspections. Terms of construction loans depend on the specifics of the project, such as estimated absorption rates and estimated time to complete.

In underwriting real estate - construction loans, the Company performs a thorough analysis of the financial condition of the borrower, the borrower’s credit history and, when applicable, the reliability and predictability of the cash flow generated by the project using feasibility studies, market data, and other resources. Most appraisals on properties securing real estate - construction loans originated by the Company are performed by independent appraisers.

Real estate - construction loans generally present a higher level of risk than certain other types of loans, particularly during slow economic conditions. The difficulty of estimating total construction costs adds to the risk as well.

Real Estate - Mortgage Lending:

The Company’s real estate - mortgage portfolio is comprised of 1-4 family residential mortgages and business loans secured by 1-4 family properties. One-to-four family residential mortgage loan originations, including home equity installment and home equity lines of credit loans, are generated by the Company’s marketing efforts, its present customers, walk-in customers and referrals. These loans originate primarily within the Company’s market area or with customers primarily from the market area.

The Company offers fixed-rate and adjustable rate real estate - mortgage loans with a term up to a maximum of 25-years for both permanent structures and those under construction. The Company’s 1-4 family residential mortgage originations are secured primarily by properties located in its primary market area and surrounding areas. Most of the Company’s residential real estate - mortgage loans originate with a loan-to-value of 80% or less. Home equity installment loans are secured by the borrower’s primary residence with a maximum loan-to-value of 80% and a maximum term of 15 years. Home equity lines of credit are secured by the borrower’s primary residence with a maximum loan-to-value of 90% and a maximum term of 20 years.

In underwriting 1-4 family residential real estate loans, the Company evaluates the borrower’s ability to make monthly payments, the borrower’s repayment history and the value of the property securing the loan. The ability to repay is determined by the borrower’s employment history, current financial conditions and credit background. The analysis is based primarily on the customer’s ability to repay and secondarily on the collateral or security. Most properties securing real estate loans made by the Company are appraised by independent fee appraisers. The Company generally requires mortgage loan borrowers to obtain an attorney’s title opinion or title insurance and fire and property insurance (including flood insurance, if necessary) in an amount not less than the amount of the loan. The Company does not engage in sub-prime residential mortgage originations.

Residential mortgage loans and home equity loans generally present a lower level of risk than certain other types of consumer loans because they are secured by the borrower’s primary residence. Risk is increased when the Company is in a subordinate position for the loan collateral.

Obligations of States and Political Subdivisions:

The Company lends to local municipalities and other tax-exempt organizations. These loans are primarily tax-anticipation notes and, as such, carry minimal risk. Historically, the Company has never had a loss on any loan of this type.

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Personal Lending:

The Company offers a variety of secured and unsecured personal loans, including vehicle loans, mobile home loans and loans secured by savings deposits as well as other types of personal loans.

Personal loan terms vary according to the type and value of collateral and creditworthiness of the borrower. In underwriting personal loans, a thorough analysis of the borrower’s willingness and financial ability to repay the loan as agreed is performed. The ability to repay is determined by the borrower’s employment history, current financial conditions and credit background.

Personal loans may entail greater credit risk than do residential mortgage loans, particularly in the case of personal loans which are unsecured or are secured by rapidly depreciable assets, such as automobiles or recreational equipment. In such cases, any repossessed collateral for a defaulted personal loan may not provide an adequate source of repayment of the outstanding loan balance because of the greater likelihood of damage, loss or depreciation. In addition, personal loan collections are dependent on the borrower’s continuing financial stability, and thus are more likely to be affected by adverse personal circumstances. Furthermore, the application of various federal and state laws, including bankruptcy and insolvency laws, may limit the amount which can be recovered on such loans.

Loan Portfolio Classification

The following table presents the loan portfolio by class at March 31, 2024 and December 31, 2023.


(Dollars in thousands)
	March 31, 2024		December 31, 2023
Commercial, financial and agricultural	$	69,178	$	65,821
Real estate - commercial		236,442		223,077
Real estate - construction:
1-4 family residential construction		5,002		5,085
Other construction loans		45,025		47,504
Real estate - mortgage		160,439		162,385
Obligations of states and political subdivisions		16,630		17,232
Personal		4,000		4,290
Total	$	536,716	$	525,394

The following tables disclose allowance for credit loss activity by loan class for the three months ended March 31, 2024 and March 31, 2023.


					Real estate-				Obligations
	Commercial,				construction		Real estate-		of states
(Dollars in thousands)	financial and		Real estate-		1-4 family		construction		and political		Real estate-
	agricultural		commercial		residential		other		subdivisions		mortgage		Personal		Total
Three Months Ended
March 31, 2024
Allowance for credit losses:
Beginning balance,	$	740	$	2,799	$	104	$	778	$	39	$	1,157	$	60	$	5,677
Provision for credit losses		40		144		1		(30)		18		(50)		(3)		120
Loans charged off		—		—		—		—		—		—		(9)		(9)
Recoveries collected		—		—		—		—		—		1		3		4
Total ending allowance balance	$	780	$	2,943	$	105	$	748	$	57	$	1,108	$	51	$	5,792

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					Real estate-				Obligations
	Commercial,				construction		Real estate-		of states
(Dollars in thousands)	financial and		Real estate-		1-4 family		construction		and political		Real estate-
	agricultural		commercial		residential		other		subdivisions		mortgage		Personal		Total
Three Months Ended
March 31, 2023
Allowance for loan losses:
Beginning balance, prior to ASC 326 adoption	$	297	$	1,110	$	69	$	1,077	$	54	$	1,385	$	35	$	4,027
Impact of adopting ASC 326		337		1,204		114		(407)		(9)		(497)		15		757
Initial allowance on loans purchased with credit deterioration				106								248				354
Provision for credit losses		(2)		176		(26)		101		—		(23)		17		243
Loans charged off		—		—		—		—		—		(19)		(7)		(26)
Recoveries collected		—		—		—		—		—		18		1		19
Total ending allowance balance	$	632	$	2,596	$	157	$	771	$	45	$	1,112	$	61	$	5,374

There were no consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings were in process as of March 31, 2024 or December 31, 2023. Charge-offs will occur when a confirmed loss is identified. Professional appraisals of collateral, discounted for expected selling costs, appraisal age, economic conditions and other known factors, are used to determine the charge-off amount.

Under ASC 326, loans that do not share risk characteristics are not evaluated collectively and are instead individually evaluated. When management determines foreclosure is probable, expected credit losses are based on the fair value of the collateral, adjusted for selling costs as appropriate.

The following table presents the amortized cost basis of collateral-dependent loans by class of loans and collateral type as of March 31, 2024.


(Dollars in thousands)
	Real Estate
Real estate - mortgage	$	122
Total	$	122

The following table presents the amortized cost basis of collateral-dependent loans by class of loans and collateral type as of December 31, 2023.


(Dollars in thousands)
	Real Estate
Real estate - commercial	$	4,877
Real estate - mortgage		57
Total	$	4,934

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Loans on which the accrual of interest has been discontinued are designated as non-accrual loans. Accrual of interest on loans is generally discontinued when the contractual payment of principal or interest has become 90 days past due or reasonable doubt exists as to the full, timely collection of principal or interest. However, it is the Company’s policy to continue to accrue interest on loans over 90 days past due if (1) they are guaranteed or well secured and (2) there is an effective means of timely collection in process.

When a loan is placed on non-accrual status, all unpaid interest credited to income in the current year is reversed against current period income, and unpaid interest accrued in prior years is charged against the allowance for credit losses. Interest received on nonaccrual loans generally is either applied against principal or reported as interest income, according to management’s judgment as to the collectability of principal. Generally, accruals are resumed on loans only when the obligation is brought fully current with respect to interest and principal, has performed in accordance with the contractual terms for a reasonable period and the ultimate collectability of the total contractual principal and interest is no longer in doubt. The Company’s nonaccrual and charge-off policies are the same, regardless of the loan type.

The following tables present the amortized cost basis of loans on nonaccrual status, including nonaccrual status loans with no allowance, and loans past due over 89 days still accruing as of March 31, 2024 and December 31, 2023, respectively.


(Dollars in thousands)	Nonaccrual with		Nonaccrual with		Loans Past Due
	No Allowance		an Allowance		Over 89 Days
As of March 31, 2024	for Credit Loss		for Credit Loss		Still Accruing(1)
Commercial, financial and agricultural	$	—	$	90	$	—
Real estate - mortgage		122		—		35
Total	$	122	$	90	$	35


(Dollars in thousands)	Nonaccrual with		Nonaccrual with		Loans Past Due
	No Allowance		an Allowance		Over 89 Days
As of December 31, 2023	for Credit Loss		for Credit Loss		Still Accruing(1)
Commercial, financial and agricultural	$	—	$	18	$	—
Real estate - commercial		4,877		—		—
Real estate - mortgage		57		—		—
Total	$	4,934	$	18	$	—

(1)

These loans are guaranteed, or well-secured, and there is an effective means of collection in process.

The Company recognized no interest income on nonaccrual loans for the three months ended March 31, 2024 and $12,000 for the year ended December 31, 2023.

The performance and credit quality of the loan portfolio is also monitored by analyzing the age of the loans receivable as determined by the length of time a recorded payment is past due. Past due status is determined by the contractual terms of the loan. The following tables present the classes of the loan portfolio, summarized by the past due status as of March 31, 2024 and December 31, 2023, respectively.



(Dollars in thousands)					Greater
	30‑59 Days		60‑89 Days		Than 89 Days		Total Past
As of March 31, 2024	Past Due(1)		Past Due		Past Due		Due
Commercial, financial and agricultural	$	8	$	—	$	72	$	80
Real estate - construction:
Other construction loans		3		—		—		3
Real estate - mortgage		398		3		35		436
Personal		4		10		—		14
Total	$	413	$	13	$	107	$	533

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(Dollars in thousands)					Greater
	30‑59 Days		60‑89 Days		Than 89 Days		Total Past
As of December 31, 2023	Past Due(1)		Past Due		Past Due		Due
Commercial, financial and agricultural	$	73	$	—	$	—	$	73
Real estate - commercial		117		—		—		117
Real estate - mortgage		332		90		4		426
Personal		9		—		—		9
Total	$	531	$	90	$	4	$	625

(1)

Loans are considered past due when the borrower is in arrears on two or more monthly payments.

Occasionally, the Company modifies loans to borrowers in financial difficulty by providing principal forgiveness, term extension, an other-then-insignificant payment delay or interest rate reduction. When principal forgiveness is provided, the amount of forgiveness is charged off against the allowance for credit losses. In some cases, the Company may provide multiple types of concessions on one loan. Typically, one type of concession, such as a term extension, is granted initially. If the borrower continues to experience financial difficulty, another concession, such as principal forgiveness, may be granted. There were no loans modified to borrowers experiencing financial difficulty during the three months ended March 31, 2024 or March 31, 2023 and, as such, there were no payment defaults on loans modified to borrowers experiencing financial difficulty during the three months ended March 31, 2024 or March 31, 2023.

If the Company determines a modified loan (or a portion of a loan) has subsequently been deemed uncollectible, the loan (or a portion of the loan) is written off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance for credit losses is adjusted by the same amount.

Credit Quality Indicators

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information and current economic trends, among other factors. The Company analyzes loans individually by classifying the loans as to credit risk. This analysis includes loans to commercial customers with an aggregate loan exposure greater than $500,000 and for lines of credit more than $50,000. This analysis is performed on a continuing basis, with all such loans reviewed annually. The Company uses the following definitions for risk ratings:

Special Mention - Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date. Loans in this category are reviewed no less than quarterly.

Substandard - Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. These loans are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. Loans in this category are reviewed no less than monthly.

Doubtful - Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, highly questionable and improbable based on currently existing facts, conditions and values. Loans in this category are reviewed no less than monthly.

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass-rated loans.

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The following tables present the classes of the loan portfolio summarized by the aggregate pass rating and the classified ratings of special mention, substandard and doubtful within the Company’s internal risk rating system as of March 31, 2024 and December 31, 2023, respectively.


(Dollars in thousands)			Special
As of March 31, 2024	Pass		Mention		Substandard		Doubtful		Total
Commercial, financial and agricultural	$	64,843	$	4,245	$	18	$	72	$	69,178
Real estate - commercial		221,899		13,624		919		—		236,442
Real estate - construction:
1-4 family residential construction		4,999		3		—		—		5,002
Other construction loans		40,156		4,869		—		—		45,025
Real estate - mortgage		159,549		212		678		—		160,439
Obligations of states and political subdivisions		16,630		—		—		—		16,630
Personal		4,000		—		—		—		4,000
Total	$	512,076	$	22,953	$	1,615	$	72	$	536,716


(Dollars in thousands)			Special
As of December 31, 2023	Pass		Mention		Substandard		Doubtful		Total
Commercial, financial and agricultural	$	62,952	$	2,851	$	18	$	—	$	65,821
Real estate - commercial		203,590		13,682		5,805		—		223,077
Real estate - construction:
1-4 family residential construction		5,085		—		—		—		5,085
Other construction loans		42,845		4,659		—		—		47,504
Real estate - mortgage		162,111		218		56		—		162,385
Obligations of states and political subdivisions		17,232		—		—		—		17,232
Personal		4,290		—		—		—		4,290
Total	$	498,105	$	21,410		5,879	$	—	$	525,394

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Based on the most recent analysis performed, the amortized cost basis by risk category of loans by class of loan and by origination year as of March 31, 2024 is as follows:


													Revolving		Revolving
(Dollars in thousands)													Loans		Loans
													Amortized		Converted
As of March 31, 2024	2024		2023		2022		2021		2020		Prior		Cost Basis		to Term		Total
Commercial, financial and agricultural:
Risk Rating
Pass	$	1,210		10,704		4,735		11,185		4,567		4,310		28,132	$	—	$	64,843
Special Mention		—		68		386		—		—		—		3,791		—		4,245
Substandard		—		—		—		—		—		18		—		—		18
Doubtful		—		—		—		—		—		72		—		—		72
Total commercial, financial and agricultural loans	$	1,210	$	10,772	$	5,121	$	11,185	$	4,567	$	4,400	$	31,923	$	—	$	69,178

Commercial, financial and agricultural loans:
Current period gross write offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Real estate - commercial:
Risk Rating
Pass	$	15,940		36,572		53,395		27,845		15,691		69,653		2,788	$	15	$	221,899
Special Mention		—		—		4,416		—		3,915		5,098		195		—		13,624
Substandard		—		—		—		—		—		919		—		—		919
Doubtful		—		—		—		—		—		—		—		—		—
Total real estate - commercial loans	$	15,940	$	36,572	$	57,811	$	27,845	$	19,606	$	75,670	$	2,983	$	15	$	236,442

Real estate - commercial:
Current period gross write offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Real estate - construction - 1-4 family residential:
Risk Rating
Pass	$	282		1,305		3,412		—		—		—		—		—	$	4,999
Special Mention		—		—		3		—		—		—		—		—		3
Substandard		—		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—		—
Total real estate - construction - 1-4 family residential loans	$	282	$	1,305	$	3,415	$	—	$	—	$	—	$	—	$	—	$	5,002

Real estate - construction - 1-4 family residential:
Current period gross write offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Real estate - construction - other:
Risk Rating
Pass	$	64		5,603		7,792		13,907		2,332		3,113		7,203		142	$	40,156
Special Mention		—		—		—		—		4,641		228						4,869
Substandard		—		—		—		—		—								—
Doubtful		—		—		—		—		—								—
Total real estate - construction - other loans	$	64	$	5,603	$	7,792	$	13,907	$	6,973	$	3,341	$	7,203	$	142	$	45,025

Real estate - construction - other:
Current period gross write offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

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													Revolving		Revolving
(Dollars in thousands)													Loans		Loans
													Amortized		Converted
As of March 31, 2024 (cont.)	2024		2023		2022		2021		2020		Prior		Cost Basis		to Term		Total
Real estate - mortgage:
Risk Rating
Pass	$	2,660		26,247		42,317		18,410		14,050		47,724		7,859		282	$	159,549
Special Mention		—		—		—		—		—		212		—		—		212
Substandard		—		—		—		—		—		678		—		—		678
Doubtful		—		—		—		—		—				—		—		—
Total real estate - mortgage loans	$	2,660	$	26,247	$	42,317	$	18,410	$	14,050	$	48,614	$	7,859	$	282	$	160,439

Real estate - mortgage:
Current period gross write offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Obligations of states and political subdivisions:
Risk Rating
Pass	$	1,226		643		3,866		2,283		4,926		3,686		—		—	$	16,630
Special Mention		—		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—		—
Total Obligations of states and political subdivisions	$	1,226	$	643	$	3,866	$	2,283	$	4,926	$	3,686	$	—	$	—	$	16,630

Obligations of states and political subdivisions:
Current period gross write offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Personal:
Risk Rating
Pass	$	354		2,044		906		286		60		241		87		22	$	4,000
Special Mention		—		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—		—
Total personal loans	$	354	$	2,044	$	906	$	286	$	60	$	241	$	87	$	22	$	4,000

Personal:
Current period gross write offs	$	—	$	—	$	—	$	—	$	—	$	(9)	$	—	$	—	$	(9)

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The amortized cost basis by risk category of loans by class of loan and by origination year as of December 31, 2023 is as follows:


													Revolving		Revolving
(Dollars in thousands)													Loans		Loans
													Amortized		Converted
As of December 31, 2023	2023		2022		2021		2020		2019		Prior		Cost Basis		to Term		Total
Commercial, financial and agricultural:
Risk Rating
Pass	$	10,750	$	5,123	$	11,793	$	4,971	$	3,903	$	830	$	25,582	$	—	$	62,952
Special Mention		70		414		—		—		72		—		2,295		—		2,851
Substandard		—		—		—		—		—		18		—		—		18
Doubtful		—		—		—		—		—		—		—		—		—
Total commercial, financial and agricultural loans	$	10,820	$	5,537	$	11,793	$	4,971	$	3,975	$	848	$	27,877	$	—	$	65,821

Commercial, financial and agricultural loans:
Current period gross write offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Real estate - commercial:
Risk Rating
Pass	$	36,375	$	53,927	$	23,561	$	15,952	$	17,606	$	53,465	$	2,688	$	16	$	203,590
Special Mention		—		4,469		—		3,894		211		4,909		199		—		13,682
Substandard		—		—		—		4,877		—		928		—		—		5,805
Doubtful		—		—		—		—		—		—		—		—		—
Total real estate - commercial loans	$	36,375	$	58,396	$	23,561	$	24,723	$	17,817	$	59,302	$	2,887	$	16	$	223,077

Real estate - commercial:
Current period gross write offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Real estate - construction - 1-4 family residential:
Risk Rating
Pass	$	1,674	$	3,411	$	—	$	—	$	—	$	—	$	—	$	—	$	5,085
Special Mention		—		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—		—
Total real estate - construction - 1-4 family residential loans	$	1,674	$	3,411	$	—	$	—	$	—	$	—	$	—	$	—	$	5,085

Real estate - construction - 1-4 family residential:
Current period gross write offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Real estate - construction - other:
Risk Rating
Pass	$	5,254	$	7,405	$	17,928	$	2,354	$	276	$	3,088	$	6,390	$	150	$	42,845
Special Mention		—		—		2		4,657		—		—		—		—		4,659
Substandard		—		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—		—
Total real estate - construction - other loans	$	5,254	$	7,405	$	17,930	$	7,011	$	276	$	3,088	$	6,390	$	150	$	47,504

Real estate - construction - other:
Current period gross write offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

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													Revolving		Revolving
(Dollars in thousands)													Loans		Loans
													Amortized		Converted
As of December 31, 2023 (cont.)	2023		2022		2021		2020		2019		Prior		Cost Basis		to Term		Total
Real estate - mortgage:
Risk Rating
Pass	$	27,062	$	43,005	$	19,173	$	14,577	$	5,524	$	44,359	$	8,084	$	327	$	162,111
Special Mention		—		—		—		—		—		218		—		—		218
Substandard		—		—		—		—		—		56		—		—		56
Doubtful		—		—		—		—		—		—		—		—		—
Total real estate - mortgage loans	$	27,062	$	43,005	$	19,173	$	14,577	$	5,524	$	44,633	$	8,084	$	327	$	162,385

Real estate - mortgage:
Current period gross write offs	$	—	$	—	$	—	$	—	$	—	$	(19)	$	—	$	—	$	(19)

Obligations of states and political subdivisions:
Risk Rating
Pass	$	350	$	3,876	$	2,413	$	5,094	$	12	$	5,486	$	1	$	—	$	17,232
Special Mention		—		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—		—
Total Obligations of states and political subdivisions	$	350	$	3,876	$	2,413	$	5,094	$	12	$	5,486	$	1	$	—	$	17,232

Obligations of states and political subdivisions:
Current period gross write offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Personal:
Risk Rating
Pass	$	2,385	$	1,093	$	362	$	87	$	63	$	187	$	91	$	22	$	4,290
Special Mention		—		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—		—
Total personal loans	$	2,385	$	1,093	$	362	$	87	$	63	$	187	$	91	$	22	$	4,290

Personal:
Current period gross write offs	$	(4)	$	(2)	$	—	$	(4)	$	—	$	(18)	$	—	$	—	$	(28)

7. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

On September 8, 2006, the Company acquired a branch office in Richfield, PA. Goodwill associated with this transaction is carried at $2.0 million. On November 30, 2015, the Company acquired FNBPA Bancorp, Inc. and, as a result, the Company carries goodwill of $3.4 million relating to the acquisition. On April 30, 2018, the Company acquired the remainder of the outstanding common stock of Liverpool Community Bank and, as a result, the Company carries goodwill of $3.6 million relating to the acquisition. On May 12, 2023, the Company acquired a branch office (“Path Valley”) in Spring Run, Pennsylvania. Goodwill associated with this transaction is carried at $765,000. Total goodwill at both March 31, 2024 and December 31, 2023 was $9.8 million.

Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized but tested for impairment at least annually as of December 31, or more frequently if events and circumstances exists that indicate that a goodwill impairment test should be performed. Impairment exists when a reporting unit’s carrying value of goodwill exceeds its fair value. There was no goodwill impairment during the three months ended March 31, 2024 or March 31, 2023.

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Intangible Assets

On November 30, 2015, a core deposit intangible in the amount of $303,000 associated with the FNBPA Bancorp, Inc. acquisition was recorded and is being amortized over a ten-year period using a sum of the years’ digits basis. Amortization expense recognized for the intangible related to the FNBPA acquisition for the three months ended March 31, 2024 and March 31, 2023 was $3,000 and $4,000, respectively.

On April 30, 2018, a core deposit intangible in the amount of $289,000 associated with the Liverpool Community Bank acquisition was recorded and is being amortized over a ten-year period using a sum of the years’ digit basis. Amortization expense recognized for the intangible related to the Liverpool Community Bank acquisition for the three months ended March 31, 2024 and March 31, 2023 was $6,000 and $7,000, respectively.

On May 12, 2023, a core deposit intangible in the amount of $303,000 associated with the Path Valley branch acquisition was recorded and is being amortized over a ten-year period using a sum of the years’ digit basis. Amortization expense recognized for the intangible related to the Path Valley branch acquisition for the three months ended March 31, 2024 was $13,000, while no amortization expense was recorded for the three months ended March 31, 2023.

The following table shows the amortization schedule for each of the intangible assets recorded.


(Dollars in thousands)	Path Valley		FNBPA		LCB
	Acquisition		Acquisition		Acquisition
	Core		Core		Core
	Deposit		Deposit		Deposit
	Intangible		Intangible		Intangible
Beginning Balance at Acquisition Date	$	303	$	303	$	289
Amortization expense recorded prior to January 1, 2023		—		250		167
Amortization expense recorded in the twelve months
ended December 31, 2023		37		37		61
Unamortized balance as of December 31, 2023		266		16		61
Amortization expense recorded in the
three months ended March 31, 2024		13		3		6
Unamortized balance as of March 31, 2024	$	253	$	13	$	55

Scheduled remaining amortization expense for years ended:
December 31, 2024	$	38	$	8	$	17
December 31, 2025		46		5		17
December 31, 2026		40		—		12
December 31, 2027		35		—		7
December 31, 2028		29		—		2
Thereafter		65		—		—

8. DEPOSITS

At March 31, 2024 and December 31, 2023, time deposits that met or exceeded the FDIC insurance limit of $250,000 were $32.3 million and $33.4 million, respectively.

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9. BORROWINGS

Borrowings consisted of the following as of March 31, 2024 and December 31, 2023:


(Dollars in thousands)	March 31,		December 31,
	2024		2023
Securities sold under agreements to repurchase	$	17,214	$	12,810
Short-term debt		40,000		40,000
Long-term debt with FHLB		20,000		20,000
	$	77,214	$	72,810

Long-term debt is comprised only of Federal Home Loan Bank (“FHLB”) advances with an original maturity of one year or more. The following table summarizes the scheduled maturities of long-term debt as of March 31, 2024.


(Dollars in thousands)	Scheduled		Weighted Average
Year	Maturities		Interest Rate
2024	$	15,000	2.29	%
2025		5,000	2.41
2026		—	—
2027		—	—
2028		—	—
Thereafter		—	—
	$	20,000	2.32	%

10. STOCK COMPENSATION PLAN

Long-Term Incentive Plan

The Company maintains the 2016 Long-Term Incentive Plan (the “Plan”); the Plan amended and restated the former 2011 Stock Option Plan (the “2011 Plan”). The Plan continues in effect for any outstanding awards under the 2011 Plan in accordance with the terms and conditions governing such awards immediately prior to the effective date of the Plan. The Plan expanded the types of awards authorized by the 2011 Plan to include, among others, restricted stock. Under the provisions of the Plan, awards may consist of grants of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock and performance shares to officers and key employees of the Company, as well as directors. The Plan is administered by a committee of the Board of Directors.

The maximum number of shares of common stock that may be issued under the Plan is 300,000 shares, and 177,100 shares remained available for grant as of March 31, 2024. Shares of common stock issued under the Plan may be treasury shares or authorized but unissued shares. Forfeited awards are returned to the pool of shares available for grant for future awards.

Through the three months ended March 31, 2024, 9,628 restricted shares were awarded to certain officers and all directors. Each of the awards vest after three-years, with no interim vesting. As of March 31, 2024, there was $266,000 of unrecognized compensation cost related to all non-vested restricted stock awards. This cost is expected to be recognized over the vesting period through February 2027.

Compensation expense for stock options granted and restricted stock awarded is measured using the fair value of the award on the grant date and is recognized over the vesting period. The Company recognized stock-based compensation expense for the three months ended March 31, 2024 and March 31, 2023 of $34,000 and $32,000, respectively.

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The following table presents a summary of the status of the Company’s non-vested restricted stock awards as of March 31, 2024. Changes during the period then ended are presented further below:


		Weighted
		Average
		Grant Date
	Shares	Fair Value
Non-vested at January 1, 2024	25,322	$	16.21
Vested	(6,141)		16.55
Forfeited	—		—
Granted	9,628		12.35
Non-vested at March 31, 2024	28,809	$	14.85

No stock options were awarded during the three months ended March 31, 2024. Previously granted stock options vest over a period of three to five years and are exercisable at the grant price, which is at least the fair market value of the stock on the grant date. The Plan provides that the option price per share may not be less than the fair market value of the stock on the day the option was granted, and in no event less than the par value of such stock. Options granted under the Plan are exercisable no earlier than one year after the date of grant and expire ten years after the date of the grant. All options previously granted under the Plans are scheduled to expire by February 17, 2025.

Total options outstanding as of March 31, 2024 have an exercise price of $17.80, and a weighted average remaining contractual life of approximately eleven months.

As of March 31, 2024, there was no unrecognized compensation cost related to options granted under the Plan, and no options were exercised under the Plan during the period.

A summary of the status of the outstanding stock options as of March 31, 2024, and changes during the period then ended, is presented below:


	2024
		Weighted
		Average
		Exercise
	Shares	Price
Outstanding at beginning of year	50,425	$	17.76
Granted	—		—
Exercised	—		—
Expired	(24,225)		17.72
Outstanding at end of year	26,200	$	17.80

Employee Stock Purchase Plan

The Company has an Employee Stock Purchase Plan under which employees, through payroll deductions, may purchase shares of Company stock annually. The option price of the stock purchases is between 95% and 100% of the fair market value of the stock on the offering termination date as determined annually by the Board of Directors. The maximum number of shares which employees may purchase under the Plan is 250,000; however, the annual issuance of shares may not exceed 5,000 shares plus any unissued shares from prior offerings. There were no shares issued from treasury under this plan during the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024, there were 152,420 shares reserved for issuance under the Employee Stock Purchase Plan.

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11. FAIR VALUE MEASUREMENT

Fair value measurement and disclosure guidance defines fair value as the price that would be received to sell an asset or transfer a liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. The price in the principal (or most advantageous) market used to measure the fair value of the asset or liability is not adjusted for transaction costs. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets and liabilities; it is not a forced transaction. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact and (iv) willing to transact. Additional guidance is provided on determining when the volume and level of activity for the asset or liability has significantly decreased. The guidance also includes instruction on identifying circumstances when a transaction may not be considered orderly.

Fair value measurement and disclosure guidance provides a list of factors that a reporting entity should evaluate to determine whether there has been a significant decrease in the volume and level of activity for the asset or liability in relation to normal market activity for the asset or liability. When the reporting entity concludes that there has been a significant decrease in the volume and level of activity for the asset or liability, further analysis of the information from that market is needed, and significant adjustments to the related prices may be necessary to estimate fair value in accordance with fair value measurement and disclosure guidance.

This guidance clarifies that, when there has been a significant decrease in the volume and level of activity for the asset or liability, some transactions may not be orderly. In those situations, the entity must evaluate the weight of the evidence to determine whether the transaction is orderly. The guidance provides a list of circumstances that may indicate that a transaction is not orderly. A transaction price that is not associated with an orderly transaction is given little, if any, weight when estimating fair value.

The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. The income approach uses valuation techniques to convert future amounts, such as cash flows or earnings, to a single present amount on a discounted basis. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement cost). Valuation techniques should be consistently applied. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources, or unobservable, meaning those that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. In that regard, the guidance establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

Level 1 Inputs – Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.

Level 2 Inputs – Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 Inputs – Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

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An asset’s or liability’s placement in the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

A description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy, is set forth below.

In general, fair value is based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon internally developed models that primarily use, as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include amounts to reflect counterparty credit quality and the Company’s creditworthiness, among other things, as well as unobservable parameters. Any such valuation adjustments are applied consistently over time. The Company’s valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. While management believes the Company’s valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

Equity Securities – The fair value of equity securities is based upon quoted prices in active markets and is reported using Level 1 inputs.

Debt Securities – For debt securities where quoted prices are not available, fair values are calculated based on market prices of similar securities and are reported at fair value utilizing Level 2 inputs. For these securities, the Company obtains fair value measurement from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the debt securities’ terms and conditions, among other things. For debt securities where quoted prices or market prices of similar securities are not available, fair values are calculated using other market indicators and are reported at fair value utilizing Level 3 inputs.

Other Real Estate Owned – Certain assets included in other real estate owned are carried at fair value as a result of impairment and accordingly are presented as measured on a non-recurring basis. Values are estimated using Level 3 inputs, based on appraisals that consider the sales prices of property in the proximate vicinity.

Mortgage Servicing Rights – The fair value of servicing assets is based on the present value of estimated future cash flows on pools of mortgages stratified by rate and maturity date and are considered Level 3 inputs.

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The following tables summarize financial assets and financial liabilities measured at fair value as of March 31, 2024 and December 31, 2023 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value. There were no assets measured at fair value on a non-recurring basis as of March 31, 2024 or December 31, 2023.


	(Level 1)		(Level 2)		(Level 3)
	Quoted Prices in		Significant		Significant
(Dollars in thousands)	Active Markets		Other		Other
	for Identical		Observable		Unobservable
March 31, 2024	Assets		Inputs		Inputs		Total
Assets measured at fair value on a recurring basis:
Debt securities available for sale:
Obligations of U.S. Government agencies and corporations	$	—	$	14,127	$	—	$	14,127
Obligations of state and political subdivisions		—		6,462		—		6,462
Corporate debt securities		—		7,922		6,494		14,416
Mortgage-backed securities		—		31,634		—		31,634
Total debt securities available for sale	$	—	$	60,145	$	6,494	$	66,639
Equity securities	$	1,060	$	—	$	—	$	1,060
Mortgage servicing rights	$	—	$	—	$	81	$	81


	(Level 1)		(Level 2)		(Level 3)
	Quoted Prices in		Significant		Significant
(Dollars in thousands)	Active Markets		Other		Other
	for Identical		Observable		Unobservable
December 31, 2023	Assets		Inputs		Inputs		Total
Assets measured at fair value on a recurring basis:
Debt securities available for sale:
Obligations of U.S. Government agencies and corporations	$	—	$	14,173	$	—	$	14,173
Obligations of state and political subdivisions		—		6,508		—		6,508
Corporate debt securities		—		7,675		6,153		13,828
Mortgage-backed securities		—		33,055		—		33,055
Total debt securities available for sale	$	—	$	61,411	$	6,153	$	67,564
Equity securities	$	1,073	$	—	$	—	$	1,073
Mortgage servicing rights	$	—	$	—	$	83	$	83

The table below presents a reconciliation of the beginning and ending balances of investment securities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three month periods ended March 31, 2024 and 2023.


	Three Months Ended
(Dollars in thousands)	March 31,
	2024		2023
Investment Securities:
Beginning balance	$	6,153	$	7,145
Total gain (loss) included in OCI		341		(496)
Purchases		—		—
Principal payments and other		—		—
Sales		—		—
Balance, end of period	$	6,494	$	6,649

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Mortgage servicing rights and assets measured at fair value on a nonrecurring basis for which Level 3 inputs have been used to determine fair value are immaterial to the Company’s consolidated financial statements.

Fair Value of Financial Instruments

Management uses its best judgment in estimating the fair value of the Company’s financial instruments; however, there are inherent weaknesses in any estimation technique. Therefore, the fair value estimates reported herein are not necessarily indicative of the amounts the Company could have realized in sales transactions on the dates indicated. The estimated fair value amounts have been measured as of their respective year ends and have not been re-evaluated or updated for purposes of these consolidated financial statements subsequent to those respective dates. As such, the estimated fair values of these financial instruments after the respective reporting dates may be different from the amounts reported at each quarter end.

The information presented below should not be interpreted as an estimate of the fair value of the entire Company since a fair value calculation is provided only for a limited portion of the Company’s assets and liabilities. Due to a wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Company’s disclosures and those of other companies may not be meaningful.

The carrying amounts and estimated fair values of the Company’s financial instruments are as follows:


	Financial Instruments
(Dollars in thousands)	March 31, 2024				December 31, 2023
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value
Financial assets:
Cash and due from banks	$	5,085	$	5,085	$	17,189	$	17,189
Interest bearing deposits with banks		8,352		8,352		11,741		11,741
Debt securities available for sale		66,639		66,639		67,564		67,564
Debt securities held to maturity		198,680		193,182		200,644		198,147
Loans, net of allowance for credit losses		530,924		511,280		519,717		500,439
Accrued interest receivable		2,621		2,621		2,438		2,438

Financial liabilities:
Time deposits	$	198,177	$	194,800	$	197,387	$	194,219
Securities sold under agreements to repurchase		17,214		N/A		12,810		N/A
Short-term borrowings		40,000		39,853		40,000		39,868
Long-term debt		20,000		19,748		20,000		19,638
Other interest bearing liabilities		884		880		951		947
Accrued interest payable		1,809		1,809		1,397		1,397

Off-balance sheet financial instruments:
Commitments to extend credit	$	—	$	—	$	—	$	—
Letters of credit		—		—		—		—

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The following tables present the carrying amount, fair value and placement in the fair value hierarchy of the Company’s financial instruments not previously disclosed as of March 31, 2024 and December 31, 2023. The tables exclude financial instruments for which the carrying amount approximates fair value.


					(Level 1)		(Level 2)		(Level 3)
					Quoted Prices in		Significant		Significant
(Dollars in thousands)					Active Markets		Other		Other
	Carrying				for Identical		Observable		Unobservable
	Amount		Fair Value		Assets or Liabilities		Inputs		Inputs
March 31, 2024
Financial instruments – Assets
Debt securities held to maturity	$	198,680	$	193,182	$	—	$	193,182	$	—
Loans, net of allowance for credit losses		530,924		511,280		—		—		511,280
Financial instruments – Liabilities
Time deposits	$	198,177	$	194,800	$	—	$	194,800	$	—
Short-term borrowings		40,000		39,853		—		39,853		—
Long-term debt		20,000		19,748		—		19,748		—
Other interest bearing liabilities		884		880		—		880		—


					(Level 1)		(Level 2)		(Level 3)
					Quoted Prices in		Significant		Significant
(Dollars in thousands)					Active Markets		Other		Other
	Carrying				for Identical		Observable		Unobservable
	Amount		Fair Value		Assets or Liabilities		Inputs		Inputs
December 31, 2023
Financial instruments – Assets
Debt securities held to maturity	$	200,644	$	198,147	$	—	$	198,147	$	—
Loans, net of allowance for credit losses		519,717		500,439		—		—		500,439
Financial instruments – Liabilities
Time deposits	$	197,387	$	194,219	$	—	$	194,219	$	—
Short-term borrowings		40,000		39,868		—		39,868		—
Long-term debt		20,000		19,638		—		19,638		—
Other interest bearing liabilities		951		947		—		947		—

12. COMMITMENTS, CONTINGENT LIABILITIES AND GUARANTEES

In the ordinary course of business, the Company makes commitments to extend credit to its customers through letters of credit, loan commitments and lines of credit. At March 31, 2024, the Company had $139.7 million outstanding in loan commitments and other unused lines of credit extended to its customers as compared to $137.4 million at December 31, 2023.

The Company does not issue any guarantees that would require liability recognition or disclosure, other than its letters of credit. Letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third-party. Generally, financial and performance letters of credit have expiration dates within one year of issuance, while commercial letters of credit have longer term commitments. The credit risk involved in issuing letters of credit is essentially the same as the risks that are involved in extending loan facilities to customers. The Company generally holds collateral and/or personal guarantees supporting these commitments. The Company had outstanding $3.7 million and $3.6 million of financial and performance letters of credit commitments as of March 31, 2024 and December 31, 2023, respectively. Commercial letters of credit as of March 31, 2024 and December 31, 2023 totaled $10.4 million and $9.3 million, respectively. Management believes the proceeds obtained through a liquidation of collateral and the enforcement of guarantees would be sufficient to cover the potential number of future payments required under the corresponding guarantees. The amount of the liability as of March 31, 2024 for payments under letters of credit issued was not material.

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Because these instruments have fixed maturity dates, and because many of them will expire without being drawn upon, they do not generally present any significant liquidity risk.

Additionally, the Company has sold qualifying residential mortgage loans to the FHLB as part of its Mortgage Partnership Finance Program (“Program”). Under the terms of the Program, there is limited recourse back to the Company for loans that do not perform in accordance with the terms of the loan agreement. Each loan sold under the Program is “credit enhanced” such that the individual loan’s rating is raised to “BBB”, as determined by the FHLB. The Program can be terminated by either the FHLB or the Company, without cause. The FHLB has no obligation to commit to purchase any mortgage loans through, or from, the Company.

13. DERIVATIVES

The Company may use interest rate swap agreements as part of its asset liability management strategy to help manage its interest rate risk position. The Company had no interest rate swaps as of March 31, 2024 and December 31, 2023.

In April 2023, the Company’s remaining interest rate swap with a notional amount of $20.0 million designated as a cash flow hedge on a short-term FHLB advance matured. Changes in the fair value of the swap were recorded in other comprehensive income. The interest rate swap was determined to be fully effective during the 2023 period and, as such, no amount of ineffectiveness was included in net income.

The effect of cash flow hedge accounting on accumulated other comprehensive income for the period ended December 31, 2023 was as follows:


(Dollars in thousands)	December 31, 2023
	Amount of Gain		Location of Gain	Amount of Gain
	Recognized in		Reclassified	Reclassified from
	OCI on Derivatives		from OCI into Income	OCI into Income
Interest rate contract	$	2	Interest expense on short-term borrowings and repurchase agreements	$	(269)
Total	$	2		$	(269)

The gain recognized into income for the cash flow hedging relationship on the Consolidated Statements of Income was $214,000 for the three months ended March 31, 2023.

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14. BRANCH ACQUISITION

On May 12, 2023, the Company completed the acquisition of a branch office in Spring Run, Pennsylvania. The acquisition included real estate and deposits. The liabilities were recorded on the balance sheet at their estimated fair values as of May 12, 2023, and their results of operations of the branch have been included in the Consolidated Statement of Income since such date. Included in the purchase price of the branch was goodwill and core deposit intangible of $765,000 and $303,000, respectively. The core deposit intangible is being amortized over a ten-year period using a sum of the years’ digit basis. The goodwill will not be amortized but will be measured annually for impairment.

The following table summarizes the estimated fair value of the assets acquired and liabilities assumed:


(Dollars in thousands)

Assets:
Cash received at settlement	$	17,384
Fixed assets		248
Goodwill		765
Core deposit intangible		303
Other assets purchased		3
	$	18,703
Liabilities:
Deposits purchased	$	18,697
Other liabilities assumed		6
	$	18,703

The estimated fair values of the assets and liabilities, including identifiable intangible assets, are subject to refinement. Subsequent adjustments to the estimated fair values of assets and liabilities acquired, and the resulting goodwill, is allowed for a period of up to one year after the acquisition date for new information that becomes available reflecting circumstances at the acquisition date.

15. SUBSEQUENT EVENTS

On April 16, 2024, the Board of Directors declared a cash dividend of $0.22 per share to shareholders of record on May 17, 2024, payable on May 31, 2024.

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements:

The information contained in this Quarterly Report on Form 10-Q contains forward looking statements (as such term is defined in the Securities Exchange Act of 1934 and the regulations thereunder). These forward-looking statements may include projections of, or guidance on, the Company’s future financial performance, expected levels of future expenses, including future credit losses, anticipated growth strategies, descriptions of new business initiatives and anticipated trends in the Company’s business or financial results. When words such as "may”, "should”, "will”, "could”, "estimates”, "predicts”, "potential”, “possible”, "continue”, "anticipates”, "believes”, "plans”, "expects”, "future”, "intends”, “projects”, the negative of these terms and other comparable terminology are used in this report, Juniata is making forward-looking statements. Any forward-looking statement made by the Company in this document is based only on Juniata’s current expectations, estimates and projections about future events and financial trends affecting the financial condition of its business based on information currently available to the Company and speaks only as of the date when made. 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. Forward-looking statements are not historical facts or guarantees of future performance. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company’s control, and actual results may differ materially from this forward-looking information and therefore, should not be unduly relied upon. Many factors could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements, including, but not limited to: (i) the factors set forth in the sections of Juniata’s Annual Report on Form 10-K/A for the year ended December 31, 2023, titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and factors set forth in other current and periodic reports which Juniata has or will file with the Securities and Exchange Commission, and (ii) the following factors:

●

changes in general economic, business and political conditions, including inflation, a recession or intensified international hostilities;

●

the impact of adverse changes in the economy and real estate markets, including protracted periods of low-growth and sluggish loan demand;

●

the effect of market interest rates and uncertainties, and relative balances of rate-sensitive assets to rate-sensitive liabilities, on net interest margin and net interest income;

●

the effect of competition on rates of deposit and loan growth, deposit and loan rates, and net interest margin;

●

increases in non-performing assets, which may result in increases in the allowance for credit losses, loan charge-offs and elevated collection and carrying costs related to such non-performing assets;

●

other income growth, including the impact of regulatory changes which have reduced debit card interchange revenue;

●

investment securities gains and losses, including other than temporary declines in the value of securities which may result in charges to earnings;

●

the effects of changes in the applicable federal income tax rate;

●

the level of other expenses, including salaries and employee benefit expenses;

●

the impact of increased regulatory scrutiny of the banking industry;

●

the impact of governmental monetary and fiscal policies, as well as legislative and regulatory changes;

●

the results of regulatory examination and supervision processes;

●

the failure of assumptions underlying the establishment of reserves for loan and lease losses, and estimations of collateral values and various financial assets and liabilities;

●

the increasing time and expense associated with regulatory compliance and risk management;

●

the ability to implement business strategies, including business acquisition activities and organic branch, product and service expansion strategies;

●

capital and liquidity strategies, including the impact of the capital and liquidity requirements modified by the Basel III standards;

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●

the effects of changes in accounting policies, standards, and interpretations on the presentation in the Company’s consolidated balance sheets and consolidated statements of income;

●

the Company’s failure to identify and to address cyber-security risks;

●

the Company’s ability to keep pace with technological changes;

●

the Company’s ability to attract and retain talented personnel;

●

the Company’s reliance on its subsidiary for substantially all its revenues and its ability to pay dividends;

●

acts of war or terrorism;

●

disruptions due to flooding, climate change, severe weather or other natural disasters;

●

failure of third-party service providers to perform their contractual obligations;

●

the impact of unrealized losses on debt securities on accumulated other comprehensive income and stockholders’ equity; and

●

the possibility of a contagion in the banking industry because of the recent bank failures and resulting emphasis on liquidity, uninsured deposits and customer and industry concentrations in the deposit base and the effects of potential regulatory response to these failures.

Critical Accounting Policies:

Disclosure of the Company’s significant accounting policies is included in the Company’s critical accounting policies in its Annual Report on Form 10-K/A for the year ended December 31, 2023. Some of these policies require significant judgments, estimates and assumptions to be made by management, most particularly in connection with determining the provision for credit losses and the appropriate level of the allowance for credit losses.

General:

The following discussion relates to the consolidated financial condition of the Company as of March 31, 2024, compared to December 31, 2023, and the consolidated results of operations for the three months ended March 31, 2024, compared to the same period in 2023. This discussion should be read in conjunction with the interim consolidated financial statements and related notes included herein.

Overview:

Juniata Valley Financial Corp. is a Pennsylvania corporation organized in 1983 to be the holding company of The Juniata Valley Bank. The Bank is a state-chartered bank headquartered in Mifflintown, Pennsylvania. Juniata Valley Financial Corp. and its subsidiary bank derive substantially all their income from banking and bank-related services, including interest earned on residential real estate, commercial mortgage, commercial and consumer loans, interest earned on investment securities and fee income from deposit services and other financial services provided to its customers.

Financial Condition:

Total assets as of March 31, 2024, were $864.4 million, a decrease of $6.1 million, or 0.7%, compared to December 31, 2023. Comparing asset balances as of March 31, 2024 and December 31, 2023, total cash and cash equivalents decreased $15.4 million, or 53.6%, due primarily to borrowing $14.0 million from the FRB on December 29, 2023. These funds have since primarily been used to fund loan growth, with total loans increasing by $11.3 million, or 2.2%, mainly due to an increase in real estate – commercial loans. Total deposits decreased by $10.6 million, or 1.4%, as of March 31, 2024 compared to December 31, 2023 due to a decline in interest bearing demand deposits, while short-term borrowings and repurchase agreements increased by $4.4 million, or 8.3%, due to an increase in repurchase agreement accounts from additional customer relationships.

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Total deposits decreased $10.6 million, or 1.4%, as of March 31, 2024 compared to December 31, 2023. The table below shows changes in deposit volumes by type of deposit, illustrating that the decrease between periods is the result of a decline in interest bearing demand and money market accounts.


(Dollars in thousands)	March 31,		December 31,		Change
	2024		2023		$		%
Deposits:
Demand, non-interest bearing	$	199,770	$	197,027	$	2,743	1.4	%
Interest bearing demand and money market		205,756		220,217		(14,461)	(6.6)
Savings		134,717		134,414		303	0.2
Time deposits, $250,000 and more		33,412		33,412		—	—
Other time deposits		164,765		163,975		790	0.5
Total deposits	$	738,420	$	749,045	$	(10,625)	(1.4)	%

Total loans increased $11.3 million, or 2.2%, between December 31, 2023 and March 31, 2024 due to growth in the commercial, financial and agricultural and real estate – commercial categories.


(Dollars in thousands)	March 31,		December 31,		Change
	2024		2023		$		%
Loans:
Commercial, financial and agricultural	$	69,178	$	65,821	$	3,357	5.1	%
Real estate – commercial		236,442		223,077		13,365	6.0
Real estate – construction:
1-4 family residential construction		5,002		5,085		(83)	(1.6)
Other construction loans		45,025		47,504		(2,479)	(5.2)
Real estate – mortgage		160,439		162,385		(1,946)	(1.2)
Obligations of states and political subdivisions		16,630		17,232		(602)	(3.5)
Personal		4,000		4,290		(290)	(6.8)
Total loans	$	536,716	$	525,394	$	11,322	2.2	%

A summary of the activity in the allowance for credit losses for the three month periods ended March 31, 2024 and 2023, respectively, is presented below.


(Dollars in thousands)	Three months ended March 31,
	2024			2023
January 1, beginning balance (prior to ASC 326 adoption in 2023)	$	5,677		$	4,027
Impact of adopting ASC 326		—			1,111
Loans charged off		(9)			(26)
Recoveries of loans previously charged off		4			19
Net charge-offs		(5)			(7)
Provision for credit losses		120			243
Balance of allowance – end of period	$	5,792		$	5,374

Ratio of net recoveries during period to average loans outstanding		0.00	%		0.00	%

Juniata adopted ASU 326 as of January 1, 2023, resulting in the recording of a $1.1 million increase to the allowance for credit losses. A provision for credit losses of $120,000 was recorded in the three months ended March 31, 2024, compared to $243,000 for the three months ended March 31, 2023.

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As of March 31, 2024, there were $23.0 million of loans classified as special mention compared to $21.4 million at December 31, 2023, $1.6 million of loans classified as substandard at March 31, 2024 compared to $5.9 million at December 31, 2023, and $72,000 of loans classified as doubtful at March 31, 2024 compared to none at December 31, 2023. The increase in special mention loans as of March 31, 2024 compared to December 31, 2023 was primarily due to the downgrade of a commercial loan relationship in the first quarter of 2024, while the decline in substandard loans was due to the pay-off of a participated real estate-commercial loan during the first quarter of 2024.

Management believes the allowance for credit losses carried were adequate to cover forecasted expected credit losses related to these relationships as of March 31, 2024. Management also believes the Company has sufficient liquidity and capital to absorb losses that may occur but continues to closely monitor the financial strength of borrowers and their ability to comply with repayment terms.

The following table summarizes the Bank’s non-performing loans on March 31, 2024 compared to December 31, 2023.


(Dollars in thousands)	March 31, 2024			December 31, 2023
Non-performing loans
Non-accrual loans	$	212		$	4,952
Accruing loans past due 90 days or more		35			—
Total	$	247		$	4,952

Loans outstanding	$	536,716		$	525,394

Ratio of non-performing loans to loans outstanding		0.05	%		0.94	%
Ratio of non-accrual loans to loans outstanding		0.04	%		0.94	%
Allowance for credit losses to non-accrual loans		2,732.08	%		114.64	%

Total non-performing loans as of March 31, 2024 decreased $4.7 million compared to December 31, 2023, due to a decline in non-accrual loans resulting from the pay-off of a participated real estate-commercial loan during the first quarter of 2024.

Subsequent to March 31, 2024, the following event took place:

On April 16, 2024, the Board of Directors declared a cash dividend of $0.22 per share to shareholders of record on May 17, 2024, payable on May 31, 2024.

Allowance for Credit Losses (“ACL”):

Juniata adopted ASU 2016-13 – Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments as of January 1, 2023. The new current expected credit loss (“CECL”) model is based on forecasted economic scenarios as well as qualitative factors specific to Juniata. The ACL represents management’s assessment of the estimated credit losses the Company will receive over the life of the loan. ACL requires a projection of credit losses over the contract lifetime of the credit adjusted for prepayment tendencies.

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Management analyzes the adequacy of the ACL regularly through reviews of the loan portfolio. Consideration is given to economic conditions, changes in interest rates and the effect of such changes on collateral values and borrowers’ ability to pay, changes in the composition of the loan portfolio and trends in past due and non-performing loan balances. The ACL is a material estimate that is susceptible to significant fluctuation and is established through a provision for credit losses based on management’s evaluation of the inherent risk in the loan portfolio. In addition to extensive in-house loan monitoring procedures, the Company utilizes an outside party to conduct an independent loan review of commercial loan and commercial real estate loan relationships. Management utilizes the results of this outside loan review to assess the effectiveness of its internal loan grading system as well as to assist in the assessment of the overall adequacy of the ACL associated with these types of loans.

The ACL is made up of two basic components. The first component of the allowance for credit loss is the specific reserve in which the Company sets aside reserves based on the analysis of individual analyzed credits. In establishing specific reserves, the Company analyzes all substandard, doubtful and loss graded loans monthly and makes judgments about the risk of loss based on the cash flow of the borrower, the value of any collateral and the financial strength of any guarantors. If the loan is individually analyzed and cash flow dependent, then a specific reserve is established for the discount on the net present value of expected future cash flows. If the loan is individually analyzed and collateral dependent, then any shortfall is either charged off or a specific reserve is established. The Company also considers the impacts of any Small Business Administration guarantees. The specific reserve portion of the ACL was $19,000 at March 31, 2024 and $4,000 at December 31, 2023.

The second component is a general reserve, which is used to record loan loss reserves for groups of homogenous loans for which the Company estimates the expected losses over the contractual lifetime of the loan, adjusted for prepayment tendencies. In addition, the future economic environment is incorporated into the projection with selected macro-economic variables to revert to the long-run historical mean after such time as management can no longer make or obtain a reasonable and supportable forecast.

Discounted cash flows (“DCF”) was selected as the appropriate method to analyze most of the Company’s loan segments, particularly loan segments with longer average lives and regular payment structures, because DCF allows for the effective incorporation of a reasonable and supportable forecast in a directionally consistent and objective manner. DCF generates cash flow projections at the instrument level where payment expectations are adjusted for prepayment and curtailment to produce an expected cash flow stream. This expected cash flow stream is compared to contractual cash flows to establish a valuation account for these loans.

The personal loan portfolio contains loans with many different payment structures, payment streams and collateral. The Weighted Average Remaining Life (“WARM”) method was deemed most appropriate for these loans. WARM uses an annual charge-off rate over several vintages to estimate credit losses. The average annual charge-off rate is applied to the contractual term adjusted for prepayments.

Additionally, the Company is using reasonable credit risk assumptions, based on an annual report produced by Moody’s, for the obligations of states and political subdivisions segment.

CECL requires a reasonable and supportable economic forecast when establishing the ACL. The Company estimates losses over a four quarter forecast period and has elected to revert historical loss experience over four quarters. The economic factors considered as part of the ACL were selected after a rigorous regression analysis and model selection process.

The quantitative general allowance was $2.6 million at March 31, 2024 and $2.5 million at December 31, 2023.

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In addition to the quantitative analysis, a qualitative analysis is performed each quarter to determine additional general reserves on loan portfolios that are not individually analyzed for various factors. The overall qualitative factors are based on the following risk factors:

Lending Policy, Procedures, & Strategies - Changes in policy and/or underwriting standards as well as anticipated changes are considered, and a qualitative factor is applied in accordance with the magnitude and direction (loosening/tightening) of the change. In addition, any new loan programs are also taken into consideration when evaluating this factor.

Changes in Nature and Volume of the Portfolio - The composition of the Bank’s loan portfolio is assessed to evaluate possible risk changes arising from new or increasing types of loans, industries or collateral.

Credit & Lending Staff/Administration - The knowledge and experience of the lending and credit personnel is assessed.

Problem Loan Trends - The level of delinquency, modifications, and extensions is used to measure the trends of the risk changes within the portfolio.

Concentrations - As an extension of the portfolio composition review, lending concentrations are monitored regularly. Concentrations may be measured by collateral, type, industry and geographical location.

Loan Review Results - Loan reviews conducted internally as well as by outside auditors or examiners are studied for indications of possible risk changes.

Collateral Values - Changes in market values of the underlying collateral are monitored on select loan types and pools. Examples could include housing, CRE or cattle prices. These variations may indicate the need for risk adjustment as future loss levels could change if liquidation becomes necessary.

Regulatory and Business Environment - The impact of government fiscal and business policy as well as the regulatory environment are monitored and may result in possible adjustments to the risk factors.

In determining how to apply the weightings for the various qualitative factors, management considered which factors were not entirely considered within the base model and assessed which factors would have the highest impact on potential loan losses. Weights and risks are consistent across various segments except for instances where the risk factor is not applicable, or the segment is more or less exposed than other segments. Risk weighting is adjusted directionally based on relevancy and the ability to quantify an impact. For example, the economy and external factors were determined to have the most significant effect on the estimated losses largely because there is evidence that economic conditions are largely correlated and can explain a significant portion of historical changes in loss. Likewise, risks that are well-controlled throughout the organization, such as managerial contingencies and loan review controls require less allocation.

The qualitative analysis resulted in a general reserve of $3.1 million at March 31, 2024, compared to $3.2 million at December 31, 2023.

The determination of the ACL is complex, and the Company makes decisions on the effects of matter that are inherently uncertain. Evaluations of the loan portfolio and individual credits require certain estimates, assumptions and judgements as to the facts and circumstances related to particular situations or credits. There may be significant changes in the ACL in future periods determined by factors prevailing at that point in time along with future forecasts.

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Comparison of the Three Months Ended March 31, 2024 and 2023

Operations Overview:

Net income for the three months ended March 31, 2024 was $1.4 million, a decrease of $378,000, or 21.8%, compared to the three months ended March 31, 2023. Basic and diluted earnings per share was $0.27 for the three months ended March 31, 2024 compared to basic and diluted earnings per share of $0.35 for the comparable 2023 period. Annualized return on average assets for the three months ended March 31, 2024 was 0.63%, compared to the annualized return on average assets of 0.84% for the same period in 2023. For the three months ended March 31, annualized return on average equity was 13.38% in 2024 compared to 19.46% in 2023.

Presented below are selected key ratios for the two periods:


	Three Months Ended
	March 31,
	2024		2023
Return on average assets (annualized)	0.63	%	0.84	%
Return on average equity (annualized)	13.38	%	19.46	%
Average equity to average assets	4.71	%	4.30	%
Non-interest income, as a percentage of average assets (annualized)	0.60	%	0.59	%
Non-interest expense, as a percentage of average assets (annualized)	2.40	%	2.30	%

The discussion that follows further explains changes in the components of net income when comparing the three months ended March 31, 2024 with the three months ended March 31, 2023.

Net Interest Income:

Net interest income was $5.5 million for the three months ended March 31, 2024 compared to $5.8 million for the three months ended March 31, 2023.

Average interest earning assets increased 3.3%, to $857.1 million, for the three months ended March 31, 2024 compared to the same period in 2023, due to an increase of $46.9 million, or 9.6%, in average loans. The increase in average loans was partially offset by a decline of $21.2 million, or 6.2%, in average investment securities as principal paydowns on the mortgage-backed securities portfolio were used to fund loan growth rather than being reinvested into the securities portfolio. Average interest bearing liabilities increased by $31.1 million, or 5.3%, for the three months ended March 31, 2024 compared to the three months ended March 31, 2023. This increase was due to increases of $34.7 million, or 21.1%, in average time deposits as customers moved to preferred higher-rate deposit products and $5.4 million, or 7.3%, in average borrowings and other interest bearing liabilities due to an increase in repurchase agreements resulting from the addition of new customer relationships in the three months end March 31, 2024.

The yield on earning assets increased 44 basis points, to 4.23%, for the three months ended March 31, 2024 compared to same period last year, driven by an increase in loan yields of 53 basis points. The cost to fund interest earning assets with interest bearing liabilities increased 88 basis points, to 2.24%, when comparing the two periods as the costs of interest bearing demand and time deposits as well as borrowings increased 197 basis points and 120 basis points, respectively. The prime rate and federal funds target range rose 50 basis points between March 31, 2023 and March 31, 2024, affecting rates on Juniata’s interest earning assets and, to a greater extent, interest bearing liabilities because the average rate paid on interest bearing liabilities has increased at a faster pace than the increase in rates on interest earning assets, impacting the net interest margin in the 2024 period. The net interest margin, on a fully tax equivalent basis, decreased from 2.85% for the three months ended March 31, 2023 to 2.63% for the three months ended March 31, 2024. The Company anticipates continued margin compression throughout 2024 as the Federal Reserve continues to work to control inflation by maintaining target ranges for the prime rate and federal funds rate at the current levels with rate cuts, if any, occurring only later in the year.

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The table below shows the net interest margin on a fully tax-equivalent basis for the three months ended March 31, 2024 and 2023.

Average Balance Sheets and Net Interest Income Analysis


	Three Months Ended						Three Months Ended
(Dollars in thousands)	March 31, 2024						March 31, 2023						Increase (Decrease) Due To (6)
	Average				Yield/		Average				Yield/
	Balance(1)		Interest		Rate		Balance(1)		Interest		Rate		Volume		Rate		Total
ASSETS
Interest earning assets:
Loans:
Taxable loans (5)	$	507,343	$	7,267	5.76	%	$	457,895	$	5,910	5.23	%	$	647	$	710	$	1,357
Tax-exempt loans		25,801		200	3.11			28,382		210	3.00			(19)		9		(10)
Total loans		533,144		7,467	5.63			486,277		6,120	5.10			628		719		1,347
Investment securities:
Taxable investment securities		312,340		1,465	1.88			332,301		1,580	1.90			(95)		(20)		(115)
Tax-exempt investment securities		5,577		30	2.15			6,808		36	2.12			(7)		1		(6)
Total investment securities		317,917		1,495	1.88			339,109		1,616	1.91			(102)		(19)		(121)

Interest bearing deposits		6,051		43	2.88			4,040		16	1.59			8		19		27
Federal funds sold		—		—	0.01			—		—	0.00			—		—		—
Total interest earning assets		857,112		9,005	4.23			829,426		7,752	3.79			534		719		1,253

Other assets (7)		3,261						(293)
Total assets	$	860,373					$	829,133

LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest bearing liabilities:
Interest bearing demand deposits (2)	$	207,905		909	1.76		$	211,934		475	0.91		$	(9)	$	443	$	434
Savings deposits		134,971		17	0.05			139,990		17	0.05			—		—		—
Time deposits		198,726		1,716	3.47			164,045		951	2.35			204		561		765
Short-term and long-term borrowings and other interest bearing liabilities		79,831		824	4.15			74,413		541	2.95			40		243		283
Total interest bearing liabilities		621,433		3,466	2.24			590,382		1,984	1.36			235		1,247		1,482

Non-interest bearing liabilities:
Demand deposits		191,729						196,843
Other		6,697						6,289
Stockholders’ equity		40,514						35,619
Total liabilities and stockholders’ equity	$	860,373					$	829,133
Net interest income and net interest rate spread			$	5,539	1.99	%			$	5,768	2.43	%	$	299	$	(528)	$	(229)
Net interest margin on interest earning assets (3)					2.60	%					2.82	%
Net interest income and net interest margin - Tax equivalent basis (4)			$	5,600	2.63	%			$	5,833	2.85	%

Notes:

1)	Average balances were calculated using a daily average.

2)	Includes interest-bearing demand and money market accounts.

3)	Net margin on interest earning assets is net interest income divided by average interest earning assets.

4)	Interest on obligations of states and municipalities is not subject to federal income tax. To make the net yield comparable on a fully taxable basis, a tax equivalent adjustment is applied against the tax-exempt income utilizing a federal tax rate of 21%.

5)	Non-accruing loans are included in the above table until they are charged off.

6)	The change in interest due to rate and volume has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of the change in each.

7)	Includes gross unrealized gains (losses) on securities available for sale and securities transferred to held to maturity.

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Provision for Credit Losses:

Juniata recorded a provision for credit losses of $120,000 in the three months ended March 31, 2024 compared to a provision for credit losses of $243,000 in the three months ended March 31, 2023 following Juniata’s adoption of ASU 2016-13 – Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments on January 1, 2023.

Management regularly reviews the adequacy of the allowance for credit losses and makes assessments as to specific loan impairment, charge-off expectations, general economic conditions in the Bank’s market area, specific loan quality and other factors. See the earlier discussion in the Financial Condition section explaining the information used to determine the provision.

Non-interest Income:

Non-interest income was $1.3 million in the three months ended March 31, 2024 compared to $1.2 million in the three months ended March 31, 2023, an increase of 6.8%. Most significantly impacting non-interest income in the comparative three month periods were increases of $66,000 in fees derived from loan activity due to increases in title insurance commissions and fees on guidance lines and lines of credit. Also contributing to the increase in non-interest income between the comparative three month periods was a $48,000 increase in customer service fees. Partially offsetting these increases between the three months ended March 31, 2024 and March 31, 2023 was a decline in trust fee income.

As a percentage of average assets, annualized non-interest income was 0.60% for the three months ended March 31, 2024 compared to 0.59% for the three months ended March 31, 2023.

Non-interest Expense:

Non-interest expense was $5.2 million for the three months ended March 31, 2024 compared to $4.8 million in the three months ended March 31, 2023, an increase of 8.4%. Most significantly impacting non-interest expense in the comparative three month periods was a $177,000 increase in other non-interest expense primarily due to a $95,000 increase in the allowance for credit losses on Juniata’s unfunded lending commitments, with a $44,000 expense recorded in the 2024 period compared to a $51,000 credit recorded in the 2023 period. Another component of the increase was an increase in postage expense as a result of the need to mail conversion booklets to customers prior to Juniata’s conversion to a new core processing system in March 2024. Also contributing to the increase in non-interest expense between the comparative three month periods was an $84,000 increase in FDIC insurance premiums due to an increase in the annual assessment rate for all institutions, a net increase of $83,000 in employee compensation and benefits expense due primarily to annual salary increases and overtime related to our core conversion and a $66,000 increase in data processing expense due to Juniata’s core conversion. Partially offsetting these increases in the three months ended March 31, 2024 compared to the three months ended March 31, 2023 were declines in PA Shares Tax expense and the amortization of investment in low-income housing partnerships due to the completion of the amortization period for one of Juniata’s low-income housing partnership investments in January 2023.

As a percentage of average assets, annualized non-interest expense was 2.40% for the three months ended March 31, 2024 compared to 2.30% for the three months ended March 31, 2023.

Provision for Income Taxes:

An income tax provision of $201,000 was recorded for the three months ended March 31, 2024 compared to $247,000 recorded for the three months ended March 31, 2024. Juniata qualifies for a federal tax credit for investments in low-income housing partnerships. The tax credit decreased from $119,000 for the three months ended March 31, 2023 to $82,000 in the three months ended March 31, 2024 due to the completion of the amortization period for one of Juniata’s investments in low-income housing partnerships.

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For the three months ended March 31, 2024, the tax credit lowered the effective tax rate from 18.2% to 12.9% compared to the same period in 2023, when the tax credit lowered the effective tax rate from 18.5% to 12.5%.

Liquidity:

The objective of liquidity management is to ensure that sufficient funding is available, at a reasonable cost, to meet the ongoing operational cash needs of the Company and to take advantage of income producing opportunities as they arise. While the desired level of liquidity will vary depending upon a variety of factors, it is a primary goal of the Company to maintain an adequate level of liquidity in all economic environments. Principal sources of asset liquidity are provided by loans and securities maturing in one year or less, and other short-term investments, such as federal funds sold and cash and due from banks. Liability liquidity, which is more difficult to measure, can be met by attracting deposits and maintaining the core deposit base.

The Company is a member of the Federal Home Loan Bank of Pittsburgh for the purpose of providing short-term liquidity to supplement other sources of liability liquidity. During the three months ended March 31, 2024, overnight borrowings from the FHLB averaged $5.2 million. As of March 31, 2024, the Company had no short-term borrowings and $20.0 million in long-term debt with the Federal Home Loan Bank, with a remaining unused borrowing capacity of $216.9 million with the FHLB. These credit facilities are secured by qualifying loans and investment securities held in safekeeping at the FHLB.

As of March 31, 2024, the Company had $40.0 million in short-term borrowings with the Federal Reserve’s Bank Term Funding Program (“BTFP”) with $16.0 million maturing in May 2024 and $24.0 million maturing in December 2024 and remaining unused borrowing capacity at the Federal Reserve of $16.5 million. The Company opted to utilize this additional contingent liquidity source in order to take advantage of the program’s advantageous borrowing rate.

The Company has internal authorization for brokered deposits of up to $175.0 million. As of March 31, 2024, the Company had no brokered deposits.

In addition, the Company also has an unsecured line of credit with a correspondent bank totaling $11.0 million, of which no funds were drawn at March 31, 2024. This line of credit is tested periodically to ensure the availability of funds.

Funding derived from securities sold under agreements to repurchase (accounted for as collateralized financing transactions) is available through corporate cash management accounts for business customers. This product provides the Company with the ability to pay interest on corporate checking accounts.

At March 31, 2024, uninsured deposits represented 20.2% of the Company’s total deposits. This amount excludes deposits of state and political subdivisions because the Company pledges debt securities for deposits in excess of the $250,000 FDIC insurance limit in the case of those deposits.

In view of the sources previously mentioned and the steps taken by the Company through the three months ended March 31, 2024, management believes the Company’s liquidity can provide the funds needed to meet operational cash needs.

Off-Balance Sheet Arrangements:

The Company’s consolidated financial statements do not reflect various off-balance sheet arrangements that are made in the normal course of business, which may involve some liquidity risk, credit risk and interest rate risk. These commitments consist mainly of loans approved but not yet funded, unused lines of credit and outstanding letters of credit. Letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third-party. Generally, financial and performance letters of credit have expiration dates within one year of issuance, while commercial letters of credit have longer term commitments. The credit risk involved in issuing letters of credit is essentially the same

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as the risks that are involved in extending loan facilities to customers. The Company generally holds collateral and/or personal guarantees supporting these commitments.

As of March 31, 2024 and December 31, 2023, the Company had $3.7 million and $3.6 million, respectively, of financial and performance letters of credit commitments outstanding. Commercial letters of credit as of March 31, 2024 and December 31, 2023 totaled $10.4 million and $9.3 million, respectively.

Management believes the proceeds obtained through a liquidation of collateral and the enforcement of guarantees would be sufficient to cover the potential amount of future payments required under the corresponding letters of credit. The current amount of the liability as of March 31, 2024 for payments under letters of credit issued was not material. Because these instruments have fixed maturity dates, and because many of them will expire without being drawn upon, they do not generally present any significant liquidity risk.

Interest Rate Sensitivity:

Interest rate sensitivity management is overseen by the Asset/Liability Management Committee. This process involves the development and implementation of strategies to maximize net interest margin, while minimizing the earnings risk associated with changing interest rates. Traditional gap analysis identifies the maturity and re-pricing terms of all assets and liabilities. A simulation analysis is used to assess earnings and capital at risk from movements in interest rates.

Capital Adequacy:

Bank regulatory authorities in the United States issue risk-based capital standards. These capital standards relate a banking company’s capital to the risk profile of its assets and provide the basis by which all banking companies and banks are evaluated in terms of capital adequacy.

The Basel III risk-based capital standards require financial institutions to maintain: (a) a minimum ratio of common equity tier 1 (“CET1”) to risk-weighted assets of at least 4.5%, (b) a minimum ratio of tier 1 capital to risk-weighted assets of at least 6.0%; (c) a minimum ratio of total (that is, tier 1 plus tier 2) capital to risk-weighted assets of at least 8.0%; and (d) a minimum leverage ratio of 3.0%, calculated as the ratio of tier 1 capital balance sheet exposures plus certain off-balance sheet exposures (computed as the average for each quarter of the month-end ratios for the quarter). In addition, the rules also limit a banking organization’s capital distributions and certain discretionary bonus payments if the banking organization does not hold a “capital conservation buffer” of 2.5% above the minimum risk-based standards stated in (a) – (c).

At March 31, 2024, the Bank exceeded the regulatory requirements to be considered a "well capitalized" financial institution under Basel III, as well as exceeded the capital conservation buffer of 2.5% for the risk-based capital standards stated in (a) – (c) in the paragraph above.

The Company’s principal source of funds for dividend payments is dividends received from the Bank. Certain regulatory restrictions exist regarding the ability of the Bank to transfer funds to the Company in the form of cash dividends, loans or advances. At March 31, 2024, $40.5 million in undistributed earnings of the Bank, included in the consolidated stockholders’ equity, was available for distribution to the Company as dividends without prior regulatory approval, subject to regulatory capital requirements.

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Item 4. Controls and Procedures

Disclosure Controls and Procedures

As of March 31, 2024, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as defined by the Securities Exchange Act of 1934 (“Exchange Act”), Rule 13a-15(e). Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in Company reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. These controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective because of a material weakness related to the design and operating effectiveness of controls over the completeness and accuracy of capitalized expenditures. Specifically, controls were not designed and did not operate over the review of expenditures for capitalization in accordance with generally accepted accounting principles. This material weakness resulted in restatement of the Company’s consolidated financial statements for the years ended December 31, 2023 and 2022 and each of the interim periods ended September 30, 2023, June 30, 2023 and March 31, 2023. Additionally, this material weakness could result in misstatements of the financial statements or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected. Notwithstanding the identified material weakness, the Company’s CEO and CFO concluded the Company’s consolidated financial statements included in this Form 10-Q present fairly, in all material respects, the Company’s financial condition, results of operations and cash flows at and for the periods presented in accordance with U.S. generally accepted accounting principles.

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential conditions, regardless of how remote.

Attached as Exhibits 31 and 32 to this quarterly report are certifications of the Chief Executive Officer and the Chief Financial Officer required by Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act. This portion of the Company’s quarterly report includes the information concerning the controls evaluation referred to in the certifications and should be read in conjunction with the certifications for a more complete understanding of the topics presented.

Management’s Plan to Remediate the Material Weakness

In order to remediate the material weakness, the Company's management plans to improve the design and operation of their controls over the accounting for capital expenditures and prepaid expenses. The material weakness cannot be considered remediated until the newly designed controls operate effectively for a sufficient period of time and management has concluded, through testing, that the control is operating effectively.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the fiscal quarter ended March 31, 2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

In the opinion of management of the Company, there are no legal or governmental proceedings pending to which the Company or its subsidiary is a party or to which its property is subject, which, if determined adversely to the Company or its subsidiary, would be material in relation to the Company’s or its subsidiary’s financial condition. There are no proceedings pending other than ordinary routine litigation incident to the business of the Company or its subsidiary. In addition, no material proceedings are pending or are known to be threatened or contemplated against the Company or its subsidiary by government authorities.

Item 1A. RISK FACTORS

Management has reviewed the risk factors that were previously disclosed in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2023. There are no material changes in risk factors as previously disclosed in the Form 10-K/A.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The Company periodically repurchases shares of its common stock under a share repurchase program approved by the Board of Directors. The program will remain authorized until all approved shares are repurchased, unless terminated by the Board of Directors. As of March 31, 2024, 180,504 shares remained available to purchase under that program. There were 239 restricted shares forfeited by employees to cover taxes on their restricted stock that vested in the three month period ended March 31, 2024.

No repurchase plan or program expired during the quarter. The Company has no stock repurchase plan or program that it has determined to terminate prior to expiration or under which it does not intend to make further purchases.

Item 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable

Item 4. MINE SAFETY DISCLOSURES

Not applicable

Item 5. OTHER INFORMATION

None

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Item 6. EXHIBITS


3.1				Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3(i) to the Company’s Current Report on Form 8-K filed with the SEC on November 12, 2015)
3.2				Amended and Restated Bylaws (incorporated by reference to Exhibit 3(ii) to the Company’s Current Report on Form 8-K filed with the SEC on February 17, 2022)
31.1				Rule 13a – 14(a)/15d – 14(a) Certification of President and Chief Executive Officer
31.2				Rule 13a – 14(a)/15d – 14(a) Certification of Chief Financial Officer
32.1				Section 1350 Certification of President and Chief Executive Officer
32.2				Section 1350 Certification of Chief Financial Officer
101.INS				XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH				Inline XBRL Taxonomy Extension Schema
101.CAL				Inline XBRL Taxonomy Extension Calculation Linkbase
101.LAB				Inline XBRL Taxonomy Extension Label Linkbase
101.PRE				Inline XBRL Taxonomy Extension Presentation Linkbase
101.DEF				Inline XBRL Taxonomy Extension Definition Linkbase
104				Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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.
		(Registrant)

Date:	MAY 31, 2024	By:	/s/ Marcie A. Barber
			Marcie A. Barber, President
			Chief Executive Officer
			(Principal Executive Officer)

Date:	May 31, 2024	By:	/s/ Michael W. Wolf
			Michael W. Wolf
			Chief Financial Officer
			(Principal Accounting Officer and
			Principal Financial Officer)