Item 1.01Entry Into A Material Definitive Agreement
On December 23, 2022, Juniata Valley Financial Corp. (the "Company") announced
that its subsidiary, the Juniata Valley Bank (the "Bank"), had entered into a
Purchase and Assumption Agreement (the "Agreement") with Orrstown Bank
("Orrstown"), a wholly-owned subsidiary of Orrstown Financial Services, Inc.,
providing for the purchase by the Bank of Orrstown's Path Valley branch located
at 16400 Path Valley Road in Spring Run, PA (the "Branch").
Pursuant to the terms of the Agreement, the Bank agreed to assume certain
deposit liabilities totaling approximately $31.7 million and purchase certain
assets, including cash, real property, personal property and other fixed assets
associated with the Branch. The Bank agreed to pay a premium of 6.0% of the
final deposit balance transferred. No loans are being conveyed in the
transaction. The Agreement contains customary representations, warranties and
covenants by the parties. The transaction is subject to customary closing
conditions, including the receipt of all required regulatory approvals, and is
expected to close in the second quarter of 2023.
The foregoing description of the branch purchase and the Agreement does not
purport to be complete and is qualified in its entirety by reference to the
Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and
is incorporated herein by reference.
A copy of the press release announcing the sale of the Branch is attached as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Cautionary Note Regarding Forward-Looking Statements
This report 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", "continue", "anticipates", "believes",
"plans", "expects", "future", "intends", "projects", the negative of these terms
and other comparable terminology are used in this report, the Company is making
forward-looking statements. Any forward-looking statement made by the Company in
this document is based only on the Company'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. The Company 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 the Company's Annual Report on Form 10-K for the year
ended December 31, 2021, 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 the Company has or will file with
the Securities and Exchange Commission, and (ii) the following factors:
statements related to short- and long-term effects of inflation and rising
costs; the impact of labor shortages and supply chain disruptions; the impact of
rising interest rates; changes in general economic, business and political
conditions, including those resulting from COVID-19 or other pandemics, 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 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; 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,
severe weather, or other natural disasters; failure of third-party service
providers to perform their contractual obligations; and the possibility of a new
COVID-19 variant and the related actions taken by governmental authorities and
the direct and indirect impacts on the Company, its customers and third parties.
Item 9.01 Financial Statements and Exhibits.
Exhibits. The exhibits listed in the Exhibit Index accompanying this Form 8-K
are furnished herewith.
© Edgar Online, source Glimpses