##### 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q/A
 Amendment No. 1
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT 1934
 For the quarterly period ended June 30, 2005
 o
    
    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.
 
  Pennsylvania
    
    23-2235254(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 Bridge and Main Streets, Mifflintown, Pennsylvania
    
    17059(Address of principal executive offices)
    
    (Zip Code)
  
  þ o
 þ o
 o þ
  Class
    
    Outstanding as of September 9, 2005Common Stock ($1.00 par value)
    
    2,283,909 shares




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##### 



JUNIATA VALLEY FINANCIAL CORPORATION
 
 Amendment No. 1 to the Quarterly Report on Form 10-Q
For the Quarter Ended June 30, 2005
 
 EXPLANATORY NOTE
  
  
 
  
 1




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##### 



TABLE OF CONTENTS
 PART I  FINANCIAL INFORMATIONItem 1.
    
    Financial StatementsConsolidated Balance Sheets as of June 30, 2005 and December 31, 2004 (Unaudited)
    
    
    4Consolidated Statements of Income for the three and six months ended June 30, 2005 and 2004 (Unaudited)
    
    
    5Consolidated Statement of Stockholders Equity For the six months ended June 30, 2005 (Unaudited)
    
    
    6Consolidated Statement of Stockholders Equity For the six months ended June 30, 2004 (Unaudited)
    
    
    7Consolidated Statements of Cash Flows for the six months ended June 30, 2005 and 2004 (Unaudited)
    
    
    8Notes to Unaudited Consolidated Financial Statements
    
    
    9Report of Independent Registered Public Accounting Firm
    
    
    13Consolidated Balance Sheet as of June 30, 2005  (Audited)
    
    
    14Consolidated Statement of Income for the six months ended June 30, 2005 (Audited)
    
    
    15Consolidated Statement of  Stockholders Equity For the six months ended June 30, 2005 (Audited)
    
    
    16Consolidated Statement of Cash Flow for the six months ended June 30, 2005  (Audited)
    
    
    17Notes to Consolidated Financial Statements
    
    
    18Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    42Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    47Item 4.
    
    Controls and Procedures
    
    
    47
 2




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##### 



PART II  OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    49Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    49Item 3.
    
    Defaults Upon Senior Securities
    
    
    49Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    49Item 5.
    
    Other Information
    
    
    50Item 6.
    
    Exhibits
    
    
    50Signatures
    
    
    50
  3




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##### 



JUNIATA VALLEY FINANCIAL CORP. AND SUBSIDIARY
 
 CONSOLIDATED BALANCE SHEETS
 June 30,
    
    
    December 31,2005
    
    
    2004(In thousands, except share data)(Unaudited)ASSETSCash and due from banks
    
    $
    11,485
    
    
    $
    10,733Interest bearing deposits with banks
    
    
    91
    
    
    
    167Federal funds sold
    
    
    
    
    
    
    3,900Cash and cash equivalents
    
    
    11,576
    
    
    
    14,800Interest bearing time deposits with banks
    
    
    6,260
    
    
    
    6,760Securities available for sale
    
    
    67,479
    
    
    
    71,583Securities held to maturity, fair value of
$7,861 and $4,489, respectively
    
    
    7,887
    
    
    
    4,485FHLB stock
    
    
    1,049
    
    
    
    1,329Loans receivable, net of allowance for loan
losses of $2,988 and $2,989, respectively
    
    
    289,000
    
    
    
    276,759Bank premises and equipment, net
    
    
    6,596
    
    
    
    6,802Bank-owned life insurance
    
    
    8,023
    
    
    
    7,885Accrued interest receivable and other assets
    
    
    8,190
    
    
    
    6,355TOTAL ASSETS
    
    $
    406,060
    
    
    $
    396,758LIABILITIES AND STOCKHOLDERS EQUITYLiabilities:Deposits:Non-interest bearing
    
    $
    46,941
    
    
    $
    47,459Interest bearing
    
    
    294,197
    
    
    
    285,183Total deposits
    
    
    341,138
    
    
    
    332,642Securities sold under agreements to repurchase
    
    
    4,564
    
    
    
    4,716Short-term debt
    
    
    1,500
    
    
    
    Long-term debt
    
    
    5,000
    
    
    
    5,000Accrued interest payable and other liabilities
    
    
    5,973
    
    
    
    4,247Total liabilities
    
    
    358,175
    
    
    
    346,605Stockholders Equity:Preferred stock, no par value; 500,000 shares
authorized; no shares issued or outstanding
    
    
    
    
    
    
    Common stock, par value $1.00 per share;
authorized 20,000,000 shares; issued
2,372,913 shares
    
    
    2,373
    
    
    
    2,373Surplus
    
    
    20,488
    
    
    
    20,386Retained earnings
    
    
    28,629
    
    
    
    29,966Accumulated other comprehensive income (loss)
    
    
    (655
    )
    
    
    414Treasury stock, at cost 88,998 shares and
92,284 shares respectively
    
    
    (2,950
    )
    
    
    (2,986
    )Total stockholders equity
    
    
    47,885
    
    
    
    50,153TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
    
    $
    406,060
    
    
    $
    396,758
  4




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##### 



JUNIATA VALLEY FINANCIAL CORP. AND SUBSIDIARY
 
 CONSOLIDATED STATEMENTS OF INCOME
  For the Quarter Ended
    
    
    For the Six Months EndedJune 30,
    
    
    June 30,
    
    
    June 30,
    
    
    June 30,2005
    
    
    2004
    
    
    2005
    
    
    2004(In thousands, except per share amount)INTEREST INCOME:Loans receivable
    
    $
    4,965
    
    
    $
    4,674
    
    
    $
    9,726
    
    
    $
    9,159Taxable securities
    
    
    482
    
    
    
    524
    
    
    
    968
    
    
    
    1,082Tax-exempt securities
    
    
    168
    
    
    
    209
    
    
    
    334
    
    
    
    447Other
    
    
    69
    
    
    
    38
    
    
    
    148
    
    
    
    74Total interest income
    
    
    5,684
    
    
    
    5,445
    
    
    
    11,176
    
    
    
    10,762INTEREST EXPENSE:Deposits
    
    
    1,866
    
    
    
    1,550
    
    
    
    3,557
    
    
    
    3,191Borrowings
    
    
    63
    
    
    
    
    
    
    
    129
    
    
    
    Total interest expense
    
    
    1,929
    
    
    
    1,550
    
    
    
    3,686
    
    
    
    3,191Net interest income
    
    
    3,755
    
    
    
    3,895
    
    
    
    7,490
    
    
    
    7,571PROVISION FOR LOAN LOSSES
    
    
    
    
    
    
    77
    
    
    
    28
    
    
    
    157Net interest income after
provision
for loan losses
    
    
    3,755
    
    
    
    3,818
    
    
    
    7,462
    
    
    
    7,414OTHER INCOME:Trust department
    
    
    93
    
    
    
    99
    
    
    
    190
    
    
    
    236Customer service fees
    
    
    349
    
    
    
    322
    
    
    
    683
    
    
    
    604Other
    
    
    262
    
    
    
    283
    
    
    
    521
    
    
    
    474Earnings on
bank-owned life
    
    
    67
    
    
    
    87
    
    
    
    138
    
    
    
    171insurance
Gain on sale of securities
    
    
    
    
    
    
    134
    
    
    
    99
    
    
    
    268Total other income
    
    
    771
    
    
    
    925
    
    
    
    1,631
    
    
    
    1,753OTHER EXPENSES:Salaries and wages
    
    
    1,409
    
    
    
    1,077
    
    
    
    2,459
    
    
    
    2,090Employee benefits
    
    
    400
    
    
    
    354
    
    
    
    786
    
    
    
    736Occupancy
    
    
    210
    
    
    
    199
    
    
    
    417
    
    
    
    409Equipment
    
    
    447
    
    
    
    395
    
    
    
    900
    
    
    
    822Director compensation
    
    
    104
    
    
    
    104
    
    
    
    202
    
    
    
    208Taxes, other than income
    
    
    128
    
    
    
    128
    
    
    
    257
    
    
    
    257Other
    
    
    525
    
    
    
    392
    
    
    
    873
    
    
    
    746Total other expenses
    
    
    3,223
    
    
    
    2,649
    
    
    
    5,894
    
    
    
    5,268INCOME BEFORE INCOME TAXES
    
    
    1,303
    
    
    
    2,094
    
    
    
    3,199
    
    
    
    3,899FEDERAL INCOME TAXES
    
    
    358
    
    
    
    519
    
    
    
    891
    
    
    
    969Net income
    
    $
    945
    
    
    $
    1,575
    
    
    $
    2,308
    
    
    $
    2,930Basic earnings per share
    
    $
    .41
    
    
    $
    .69
    
    
    $
    1.01
    
    
    $
    1.28Diluted earnings per share
    
    $
    .41
    
    
    $
    .69
    
    
    $
    1.01
    
    
    $
    1.28Dividends per share
    
    $
    .60
    
    
    $
    .56
    
    
    $
    1.60
    
    
    $
    1.56
  5




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##### 



JUNIATA VALLEY FINANCIAL CORP. AND SUBSIDIARY
 
 CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
 FOR THE SIX MONTHS ENDED JUNE 30, 2005
  AccumulatedOtherCommon
    
    
    
    
    
    
    Retained
    
    
    Comprehensive
    
    
    TreasuryStock
    
    
    Surplus
    
    
    Earnings
    
    
    Income (loss)
    
    
    Stock
    
    
    Total(In thousands)BALANCEDecember 31, 2004
    
    $
    2,373
    
    
    $
    20,386
    
    
    $
    29,966
    
    
    $
    414
    
    
    $
    (2,986
    )
    
    $
    50,153Comprehensive Income:Net income for the
six months ended
June 30, 2005
    
    
    
    
    
    
    
    
    
    
    2,308
    
    
    
    
    
    
    
    
    
    
    
    2,308Change in unrealized
(losses) on
securities available
for sale, net of
reclassification
adjustment and tax
effects
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (438
    )
    
    
    
    
    
    
    (438
    )Minimum pension liabilityAdjustment
net of tax effects
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (631
    )
    
    
    
    
    
    
    (631
    )Total Comprehensive Income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,239Cash
dividends, $1.60 per share
    
    
    
    
    
    
    
    
    
    
    (3,645
    )
    
    
    
    
    
    
    
    
    
    
    (3,645
    )Treasury stock issued for
dividend reinvestment
plan
(7,086 shares)
    
    
    
    
    
    
    94
    
    
    
    
    
    
    
    
    
    
    
    233
    
    
    
    327Treasury stock issued for
employee stock purchase
plan
(2,200 shares)
    
    
    
    
    
    
    8
    
    
    
    
    
    
    
    
    
    
    
    73
    
    
    
    81Treasury stock acquired
(6,000 shares)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (270
    )
    
    
    (270
    )Balance June 30, 2005
    
    $
    2,373
    
    
    $
    20,488
    
    
    $
    28,629
    
    
    $
    (655
    )
    
    $
    (2,950
    )
    
    $
    47,885
  6




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##### 



JUNIATA VALLEY FINANCIAL CORP. AND SUBSIDIARY
 
 CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
 FOR THE SIX MONTHS ENDED JUNE 30, 2004
  AccumulatedOtherCommon
    
    
    
    
    
    
    Retained
    
    
    Comprehensive
    
    
    TreasuryStock
    
    
    Surplus
    
    
    Earnings
    
    
    Income
    
    
    Stock
    
    
    Total(In thousands)BALANCEDecember 31, 2003
    
    $
    2,373
    
    
    $
    20,231
    
    
    $
    29,016
    
    
    $
    1,472
    
    
    $
    (2,609
    )
    
    $
    50,483Comprehensive Income:Net income for the
six months ended
June 30, 2004
    
    
    
    
    
    
    
    
    
    
    2,930
    
    
    
    
    
    
    
    
    
    
    
    2,930Change in unrealized
losses on
securities available
for sale, net of
reclassification
adjustment and tax
effects
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,138
    )
    
    
    
    
    
    
    (1,138
    )Total Comprehensive Income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,792Cash
dividends, $1.56 per share
    
    
    
    
    
    
    
    
    
    
    (3,560
    )
    
    
    
    
    
    
    
    
    
    
    (3,560
    )Treasury stock issued for
dividend reinvestment plan
(7,207 shares)
    
    
    
    
    
    
    74
    
    
    
    
    
    
    
    
    
    
    
    206
    
    
    
    280Treasury stock issued for
employee stock purchase
plan
(5,574 shares)
    
    
    
    
    
    
    (6
    )
    
    
    
    
    
    
    
    
    
    
    160
    
    
    
    154Treasury stock acquired
(15,115 shares)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (580
    )
    
    
    (580
    )Balance June 30, 2004
    
    $
    2,373
    
    
    $
    20,299
    
    
    $
    28,386
    
    
    $
    334
    
    
    $
    (2,823
    )
    
    $
    48,569
  7




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##### 



JUNIATA VALLEY FINANCIAL CORP. AND SUBSIDIARY
 
 CONSOLIDATED STATEMENTS OF
CASH FLOWS  (Unaudited)
 For the Six Months EndedJune 30,
    
    
    June 30,2005
    
    
    2004(In thousands)CASH FLOWS FROM OPERATING ACTIVITIESNet income
    
    $
    2,308
    
    
    $
    2,930Adjustments to reconcile net income to net cash
provided by operating activities:Provision for loan losses
    
    
    28
    
    
    
    157Provision for depreciation
    
    
    303
    
    
    
    271Net amortization of security premiums
    
    
    68
    
    
    
    158Net realized gains on sales of securities
    
    
    (99
    )
    
    
    (268
    )Deferred compensation expense
    
    
    215
    
    
    
    245Payment of deferred compensation
    
    
    (180
    )
    
    
    (193
    )Earnings on investment in life insurance
    
    
    (138
    )
    
    
    (171
    )Other
    
    
    (549
    )
    
    
    (564
    )Net cash provided by operating activities
    
    
    1,956
    
    
    
    2,565CASH FLOWS FROM INVESTING ACTIVITIESNet decrease in interest bearing time deposits
    
    
    500
    
    
    
    1,100Purchases of available for sale securities
    
    
    (3,094
    )
    
    
    (8,847
    )Proceeds from sales of available for sale securities
    
    
    125
    
    
    
    3,279Proceeds from maturities of and principal repayments
on available for sale securities
    
    
    6,438
    
    
    
    16,054Proceeds from sales of FHLB stock
    
    
    786
    
    
    
    348Purchases of FHLB stock
    
    
    (506
    )
    
    
    (179
    )Purchases of held to maturity securities
    
    
    (4,400
    )
    
    
    (1,295
    )Proceeds from maturities of and principal repayments
on held to maturity securities
    
    
    1,000
    
    
    
    6,359Net increase in loans receivable
    
    
    (12,269
    )
    
    
    (17,593
    )Purchases of bank premises and equipment
    
    
    (97
    )
    
    
    (209
    )Net cash used for investing activities
    
    
    (11,517
    )
    
    
    (983
    )CASH FLOWS FROM FINANCING ACTIVITIESNet increase in deposits
    
    
    8,496
    
    
    
    2,106Net increase in short-term borrowings
    
    
    1,348
    
    
    
    Cash dividends
    
    
    (3,645
    )
    
    
    (3,560
    )Purchase of treasury stock
    
    
    (270
    )
    
    
    (580
    )Treasury stock issued for dividend reinvestment and
employee stock purchase plan
    
    
    408
    
    
    
    434Net cash provided by (used for)
financing activities
    
    
    6,337
    
    
    
    (1,600
    )Decrease in cash and cash equivalents
    
    
    (3,224
    )
    
    
    (18
    )Cash and cash equivalents:Beginning
    
    
    14,800
    
    
    
    13,267Ending
    
    $
    11,576
    
    
    $
    13,609Supplementary cash flows information:Interest paid
    
    $
    3,608
    
    
    $
    3,230Income taxes paid
    
    $
    1,151
    
    
    $
    1,096
  8




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##### 



9




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##### 



Three Months Ended June 30,
    
    
    Six Months Ended June 30,2005
    
    
    2004
    
    
    2005
    
    
    2004(In thousands)Unrealized holding gains (losses) on
available for sale securities
    
    $
    328
    
    
    $
    (1,682
    )
    
    $
    (565
    )
    
    $
    (1,456
    )Less classification adjustment for
gains realized in income
    
    
    
    
    
    
    (134
    )
    
    
    (99
    )
    
    
    (268
    )Tax benefit (expense)
    
    
    (112
    )
    
    
    618
    
    
    
    226
    
    
    
    586Minimum pension liability adjustment
    
    
    (956
    )
    
    
    
    
    
    
    (956
    )
    
    
    Tax benefit
    
    
    325
    
    
    
    
    
    
    
    325
    
    
    
    Net
    
    $
    (415
    )
    
    $
    (1,198
    )
    
    $
    (1,069
    )
    
    $
    (1,138
    )
   For the Quarter Ended
    
    
    For the Six Months EndedJune 30,
    
    
    June 30,
    
    
    June 30,
    
    
    June 30,2005
    
    
    2004
    
    
    2005
    
    
    2004(In thousands, except per share amount)Net income, as reported
    
    $
    945
    
    
    $
    1,575
    
    
    $
    2,308
    
    
    $
    2,930Total stock-based employee
compensation
expense determined under fair value
based method for all awards
    
    
    (8
    )
    
    
    (9
    )
    
    
    (15
    )
    
    
    (17
    )Pro forma net income
    
    $
    937
    
    
    $
    1,566
    
    
    $
    2,293
    
    
    $
    2,913Basic earnings per share:As reported
    
    $
    .41
    
    
    $
    .69
    
    
    $
    1.01
    
    
    $
    1.28Pro forma
    
    $
    .41
    
    
    $
    .69
    
    
    $
    1.01
    
    
    $
    1.28Diluted earnings per share:As reported
    
    $
    .41
    
    
    $
    .69
    
    
    $
    1.01
    
    
    $
    1.28Pro forma
    
    $
    .41
    
    
    $
    .69
    
    
    $
    1.00
    
    
    $
    1.28
 10




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##### 



For the Quarter Ended
    
    
    For the Six Months EndedJune 30,
    
    
    June 30,
    
    
    June 30,
    
    
    June 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Net income applicable to common stock
    
    $
    945,000
    
    
    
    1,575,000
    
    
    
    2,308,000
    
    
    
    2,930,000Weighted average common shares outstanding
    
    
    2,280,073
    
    
    
    2,278,217
    
    
    
    2,280,162
    
    
    
    2,280,662Effect of dilutive securities, stock options
    
    
    9,181
    
    
    
    6,250
    
    
    
    8,593
    
    
    
    5,537Weighted average common shares outstanding
used to calculate diluted earnings per share
    
    
    2,289,254
    
    
    
    2,284,467
    
    
    
    2,288,755
    
    
    
    2,286,199Basic earnings per share
    
    $
    .41
    
    
    $
    .69
    
    
    $
    1.01
    
    
    $
    1.28Diluted earnings per share
    
    $
    .41
    
    
    $
    .69
    
    
    $
    1.01
    
    
    $
    1.28
      (In Thousands)For the Quarter Ended
    
    
    For the Six Months EndedJune 30,
    
    
    June 30,
    
    
    June 30,
    
    
    June 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Service cost
    
    $
    70
    
    
    $
    66
    
    
    $
    140
    
    
    $
    156Interest cost
    
    
    87
    
    
    
    80
    
    
    
    173
    
    
    
    160Expected return on plan assets
    
    
    (84
    )
    
    
    (80
    )
    
    
    (167
    )
    
    
    (160
    )Net amortization
    
    
    42
    
    
    
    
    
    
    
    38
    
    
    
    Net periodic cost
    
    $
    115
    
    
    $
    66
    
    
    $
    184
    
    
    $
    156
 11




---



##### 



SEE EXPLANATORY NOTE PRECEDING THE TABLE OF CONTENTS ON PAGE 1
 12




---



##### 



13




---



##### 



Juniata Valley Financial Corp.
 
 Consolidated Balance Sheet
 June 30,2005(In Thousands,Except Share Data)AssetsCash and due from banks
    
    $
    11,485Interest-bearing deposits with banks
    
    
    91Cash and Cash Equivalents
    
    
    11,576Interest-bearing time deposits with banks
    
    
    6,260Securities available for sale
    
    
    67,479Securities held to maturity, fair value $7,861
    
    
    7,887FHLB stock
    
    
    1,049Loans receivable, net of allowance for loan losses $2,988
    
    
    289,000Bank premises and equipment, net
    
    
    6,596Bank-owned life insurance
    
    
    8,023Accrued interest receivable and other assets
    
    
    8,190Total Assets
    
    $
    406,060Liabilities and Stockholders EquityLiabilitiesDeposits:Non-interest bearing
    
    $
    46,941Interest-bearing
    
    
    294,197Total Deposits
    
    
    341,138Securities sold under agreements to repurchase
    
    
    4,564Short-term borrowings
    
    
    1,500Long-term borrowings
    
    
    5,000Accrued interest payable and other liabilities
    
    
    5,973Total Liabilities
    
    
    358,175Stockholders EquityPreferred stock, no par value; 500,000 shares authorized;
no shares issued or outstanding
    
    
    Common stock, par value $1.00 per share; authorized
20,000,000 shares; issued 2,372,913 shares
    
    
    2,373Surplus
    
    
    20,488Retained earnings
    
    
    28,629Accumulated other comprehensive loss
    
    
    (655
    )Treasury stock, at cost 88,998 shares
    
    
    (2,950
    )Total Stockholders Equity
    
    
    47,885Total Liabilities and Stockholders Equity
    
    $
    406,060
 See notes to consolidated financial statements.
 14




---



##### 



Juniata Valley Financial Corp.
 
 Consolidated Statement of Income
 Six Months EndedJune 30,2005(In Thousands,Except per Share Data)Interest
IncomeLoans receivable, including fees
    
    $
    9,726Taxable securities
    
    
    968Tax-exempt securities
    
    
    334Other
    
    
    148Total Interest Income
    
    
    11,176Interest
ExpenseDeposits
    
    
    3,557Borrowings
    
    
    129Total Interest Expense
    
    
    3,686Net Interest Income
    
    
    7,490Provision for Loan Losses
    
    
    28Net Interest Income After Provision for Loan Losses
    
    
    7,462Other IncomeTrust department
    
    
    190Customer service fees
    
    
    683Net realized gains on sales of securities
    
    
    99Earnings on bank-owned life insurance
    
    
    138Other
    
    
    521Total Other Income
    
    
    1,631Other ExpensesSalaries and wages
    
    
    2,459Employee benefits
    
    
    786Occupancy
    
    
    417Equipment
    
    
    900Director compensation
    
    
    202Taxes, other than income
    
    
    257Other
    
    
    873Total Other Expenses
    
    
    5,894Income Before Income Taxes
    
    
    3,199Federal Income Taxes
    
    
    891Net Income
    
    $
    2,308Per Share DataBasic
    
    $
    1.01Diluted
    
    $
    1.01Cash dividends
    
    $
    1.60
  See notes to consolidated financial statements.
 15




---



##### 



Juniata Valley Financial Corp.
 
 Consolidated Statement of Stockholders Equity
 Six Months Ended June 30, 2005
 AccumulatedOtherCommon
    
    
    
    
    
    
    Retained
    
    
    Comprehensive
    
    
    TreasuryStock
    
    
    Surplus
    
    
    Earnings
    
    
    Income (Loss)
    
    
    Stock
    
    
    Total(In Thousands)Balance  December 31, 2004
    
    $
    2,373
    
    
    $
    20,386
    
    
    $
    29,966
    
    
    $
    414
    
    
    $
    (2,986
    )
    
    $
    50,153Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    2,308
    
    
    
    
    
    
    
    
    
    
    
    2,308Change in unrealized loss on securities available for sale,
net of reclassification adjustment and tax benefit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (438
    )
    
    
    
    
    
    
    (438
    )Minimum pension liability adjustment, net of tax benefit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (631
    )
    
    
    
    
    
    
    (631
    )Total Comprehensive Income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,239Cash dividends declared
    
    
    
    
    
    
    
    
    
    
    (3,645
    )
    
    
    
    
    
    
    
    
    
    
    (3,645
    )Treasury stock issued under dividend reinvestment plan
(7,086 shares)
    
    
    
    
    
    
    94
    
    
    
    
    
    
    
    
    
    
    
    233
    
    
    
    327Treasury stock issued under employee stock purchase plan
(2,200 shares)
    
    
    
    
    
    
    8
    
    
    
    
    
    
    
    
    
    
    
    73
    
    
    
    81Treasury stock acquired (6,000 shares)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (270
    )
    
    
    (270
    )Balance  June 30, 2005
    
    $
    2,373
    
    
    $
    20,488
    
    
    $
    28,629
    
    
    $
    (655
    )
    
    $
    (2,950
    )
    
    $
    47,885
  See notes to consolidated financial statements.
 16




---



##### 



Juniata Valley Financial Corp.
 
 Consolidated Statement of Cash Flows
 Six Months EndedJune 30,2005(In Thousands)Cash Flows from Operating ActivitiesNet income
    
    $
    2,308Adjustments to reconcile net income to net cash provided by
operating activities:Provision for loan losses
    
    
    28Provision for depreciation
    
    
    303Net amortization of securities premium
    
    
    68Net realized gains on sales of securities
    
    
    (99
    )Deferred compensation expense
    
    
    215Payment of deferred compensation
    
    
    (180
    )Earnings on investment in life insurance
    
    
    (138
    )Other
    
    
    (549
    )Net Cash Provided by Operating Activities
    
    
    1,956Cash Flows from Investing ActivitiesNet decrease in interest-bearing time deposits
    
    
    500Purchases of available-for-sale securities
    
    
    (3,094
    )Proceeds from sales of availablefor-sale securities
    
    
    125Proceeds from maturities of and principal repayments on
available-for-sale securities
    
    
    6,438Proceeds from sales of FHLB stock
    
    
    786Purchases of FHLB stock
    
    
    (506
    )Purchases of held-to-maturity securities
    
    
    (4,400
    )Proceeds from maturities of and principal repayments on held-to
maturity securities
    
    
    1,000Net increase in loans receivable
    
    
    (12,269
    )Purchases of bank premises and equipment
    
    
    (97
    )Net Cash Used in Investing Activities
    
    
    (11,517
    )Cash Flows from Financing ActivitiesNet increase in deposits
    
    
    8,496Net increase in short-term borrowings
    
    
    1,348Cash dividends
    
    
    (3,645
    )Purchase of treasury stock
    
    
    (270
    )Treasury stock issued for dividend reinvestment and employee
stock purchase plan
    
    
    408Net Cash Provided by Financing Activities
    
    
    6,337Net Decrease in Cash and Cash Equivalents
    
    
    (3,224
    )Cash and Cash Equivalents  Beginning
    
    
    14,800Cash and Cash Equivalents  Ending
    
    $
    11,576Supplementary Cash Flows InformationInterest paid
    
    $
    3,608Income taxes paid
    
    $
    1,151
  See notes to consolidated financial statements.




---



##### 



Juniata Valley Financial Corp.
 
 Notes to Consolidated Financial Statements
 Note 1  Summary of Significant Accounting Policies
 Principles of Consolidation
  Nature of Operations
  Use of Estimates
  Significant Group Concentrations of Credit Risk
  Cash and Cash Equivalents
  Interest-Bearing Time Deposits with Banks
  Securities
  18




---



##### 



Juniata Valley Financial Corp.
 Note 1  Summary of Significant Accounting Policies (Continued)
 Securities (Continued)
    FHLB Stock
  Loans Receivable
   Allowance for Loan Losses




---



##### 



Juniata
Valley Financial Corp.
 Note 1  Summary of Significant Accounting Policies (Continued)
 Allowance for Loan Losses (Continued)
    Bank Premises and Equipment
  Trust Assets
  Foreclosed Real Estate
  20




---



##### 



Juniata Valley Financial Corp.
 Note 1  Summary of Significant Accounting Policies (Continued)
 Bank-Owned Life Insurance (BOLI)
 The Corporation has purchased life insurance policies on certain key employees. BOLI is recorded
at its cash surrender value, or the amount that can be realized.
 Income Taxes
  Advertising
  Off-Balance Sheet Financial Instruments
  Stock Option Plans
 Accounting for Stock-Based
Compensation. Accounting for Stock-Based Compensation,
 Six MonthsEnded June 30,2005(In Thousands)Net income, as reported
    
    $
    2,308Total stock-based employee compensation expense
determined under fair value based method for all
awards
    
    
    (15
    )Pro forma net income
    
    $
    2,293Basic earnings per share:As reported
    
    $
    1.01Pro forma
    
    $
    1.01Diluted earnings per share:As reported
    
    $
    1.01Pro forma
    
    $
    1.00
 21




---



##### 



Juniata Valley Financial Corp.
 Note 1  Summary of Significant Accounting Policies (Continued)
  ExpectedGrant
    
    Dividend
    
    Risk-Free
    
    Expected
    
    ExpectedYear
    
    Yield
    
    Interest Rate
    
    Volatility
    
    Life (in years)2001
    
    
    4.00
    %
    
    
    4.66
    %
    
    
    21.54
    %
    
    
    72002
    
    
    3.01
    %
    
    
    3.77
    %
    
    
    17.81
    %
    
    
    72003
    
    
    2.90
    %
    
    
    3.65
    %
    
    
    16.81
    %
    
    
    72004
    
    
    5.10
    %
    
    
    4.19
    %
    
    
    20.02
    %
    
    
    7
 Earnings per Share
  Six MonthsEnded June 30,2005(Dollars inThousands,Except Per ShareData)Basic earnings per share:Net income
    
    $
    2,308Weighted average shares outstanding
    
    
    2,280,162Earnings per share
    
    $
    1.01Diluted earnings per share:Net income
    
    $
    2,308Weighted average shares outstanding
    
    
    2,280,162Dilutive effect of employee stock options
    
    
    8,593Total diluted weighted average shares outstanding
    
    
    2,288,755Earnings per share
    
    $
    1.01
 Comprehensive Income
  22




---



##### 



Juniata Valley Financial Corp.
 Note 1  Summary of Significant Accounting Policies (Continued)
  Six MonthsEnded June 30,2005(In Thousands)Unrealized holding loss on available for sale securities
    
    $
    (565
    )Reclassification adjustment for gains realized in income
    
    
    (99
    )Tax benefit on unrealized loss
    
    
    226Minimum pension liability adjustment
    
    
    (956
    )Tax benefit on pension liability adjustment
    
    
    325Net of Tax Amount
    
    $
    (1,069
    )
 New Accounting Standards
 Share-Based Payment
 Share-Based Payment,
 23




---



##### 



Juniata Valley Financial Corp.
 Note 1  New Accounting Standards (Continued)
 Accounting for Nonmonetary Transactions,
 Accounting Changes and Errors Corrections, a
replacement of APB Opinion No. 20 and FAS No. 3.
 Note 2  Restrictions on Cash and Due from Bank Balances
  Note 3  Securities
  Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    FairCost
    
    
    Gains
    
    
    Losses
    
    
    Value(In Thousands)Available-for-Sale Securities:June 30, 2005:U.S. Government agency
obligations
    
    $
    46,339
    
    
    $
    64
    
    
    $
    (502
    )
    
    $
    45,901Obligations of states and political
subdivisions
    
    
    15,852
    
    
    
    167
    
    
    
    (10
    )
    
    
    16,009Mortgage-backed securities
    
    
    4,566
    
    
    
    17
    
    
    
    (78
    )
    
    
    4,505Equity securities
    
    
    759
    
    
    
    322
    
    
    
    (17
    )
    
    
    1,064$
    67,516
    
    
    $
    570
    
    
    $
    (607
    )
    
    $
    67,479
 24




---



##### 



Juniata Valley Financial Corp.
 Note 3  Securities (Continued)
 Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    FairCost
    
    
    Gains
    
    
    Losses
    
    
    Value(In Thousands)Held-to-Maturity Securities:June 30, 2005:U.S. Treasury securities
    
    $
    1,486
    
    
    $
    19
    
    
    
    
    
    
    $
    1,505U.S. Government agency
obligations
    
    
    2,001
    
    
    
    
    
    
    
    (45
    )
    
    
    1,956Obligations of states and political
subdivisions
    
    
    4,400
    
    
    
    
    
    
    
    
    
    
    
    4,400$
    7,887
    
    
    $
    19
    
    
    $
    (45
    )
    
    $
    7,861
  Available for Sale
    
    
    Held to MaturityAmortized
    
    
    Fair
    
    
    Amortized
    
    
    FairCost
    
    
    Value
    
    
    Cost
    
    
    Value(In Thousands)Due in one year or less
    
    $
    14,812
    
    
    $
    14,762
    
    
    $
    4,400
    
    
    $
    4,400Due after one year through five years
    
    
    47,379
    
    
    
    47,148
    
    
    
    3,487
    
    
    
    3,461Mortgage-backed securities
    
    
    4,566
    
    
    
    4,505
    
    
    
    
    
    
    
    Equity securities
    
    
    759
    
    
    
    1,064
    
    
    
    
    
    
    
    $
    67,516
    
    
    $
    67,479
    
    
    $
    7,887
    
    
    $
    7,861
  25




---



##### 



Juniata Valley Financial Corp.
 Note 3  Securities (Continued)
   Less than 12 Months
    
    
    12 Months or More
    
    
    TotalFair
    
    
    Unrealized
    
    
    Fair
    
    
    Unrealized
    
    
    Fair
    
    
    UnrealizedValue
    
    
    Losses
    
    
    Value
    
    
    Losses
    
    
    Value
    
    
    Losses(In Thousands)Securities Available for Sale:U.S. Government agency
obligations
    
    $
    8,921
    
    
    $
    (72
    )
    
    $
    27,992
    
    
    $
    (430
    )
    
    $
    36,913
    
    
    $
    (502
    )Obligations of states and
political subdivisions
    
    
    
    
    
    
    
    
    
    
    1,531
    
    
    
    (10
    )
    
    
    1,531
    
    
    
    (10
    )Mortgage-backed securities
    
    
    16
    
    
    
    (1
    )
    
    
    3,477
    
    
    
    (77
    )
    
    
    3,493
    
    
    
    (78
    )Equity securities
    
    
    19
    
    
    
    (1
    )
    
    
    69
    
    
    
    (16
    )
    
    
    88
    
    
    
    (17
    )8,956
    
    
    
    (74
    )
    
    
    33,069
    
    
    
    (533
    )
    
    
    42,025
    
    
    
    (607
    )Securities Held to Maturity:U.S. Government agency
obligations
    
    
    
    
    
    
    
    
    
    
    1,956
    
    
    
    (45
    )
    
    
    1,956
    
    
    
    (45
    )Total
    
    $
    8,956
    
    
    $
    (74
    )
    
    $
    35,025
    
    
    $
    (578
    )
    
    $
    43,981
    
    
    $
    (652
    )
  26




---



##### 



Juniata Valley Financial Corp.
 Note 4  Loans Receivable and Allowance for Loan Losses
  June 30,2005(In Thousands)Commercial, agricultural, and financial
    
    $
    23,717Real estate mortgages:Residential
    
    
    144,632Commercial
    
    
    53,992Consumer
    
    
    66,234Other
    
    
    4,985293,560Unearned discount on loans
    
    
    (1,572
    )Allowance for loan losses
    
    
    (2,988
    )$
    289,000
  Six MonthsEndedJune 30,2005(In Thousands)Balance, beginning
    
    $
    2,989Provision for loan losses
    
    
    28Recoveries
    
    
    17Loans charged off
    
    
    (46
    )Balance, ending
    
    $
    2,988




---



##### 



Juniata Valley Financial Corp.
 Note 5  Bank Premises and Equipment
  June 30,2005(In Thousands)Land and improvements
    
    $
    686Buildings and improvements
    
    
    7,178Furniture and equipment
    
    
    4,10111,965Accumulated depreciation
    
    
    (5,369
    )$
    6,596Depreciation expense for the six-months ended June 30, 2005 was $303,000.Note
6  DepositsThe composition of deposits is as follows:June 30,2005(In Thousands)Demand, non-interest bearing
    
    $
    46,941NOW and Money Market
    
    
    64,050Savings
    
    
    45,932Time, $100,000 or more
    
    
    37,973Other time
    
    
    146,242$
    341,138At June 30, 2005, the scheduled maturities of time deposits are as follows (in thousands):June 30, 2006
    
    $
    83,720June 30, 2007
    
    
    33,395June 30, 2008
    
    
    29,126June 30, 2009
    
    
    12,756June 30, 2010
    
    
    25,218$
    184,215
 28




---



##### 



Juniata Valley Financial Corp.
 Note 7 
    
    Securities Sold Under Agreements to Repurchase, Short-Term Borrowings and
Long-Term Debt
  June 30, 2005(Dollars in thousands)Ending balance
    
    $4,564Average balance
    
    4,162Maximum month-end balance
    
    4,564Weighted average rate
    

2.40%Rate at end of period
    

2.82%Range of interest rates paid on June 30
    
    1.89% to 2.82%
    June 30, 2005(Dollars in thousands)Ending balance
    
    $1,500Average balance
    
    365Maximum month-end balance
    
    1,500Weighted average rate
    

2.80%Rate at end of period
    

3.56%Range of interest rates paid on June 30
    
    2.42% to 3.56%
 29




---



##### 



Juniata Valley Financial Corp.
 Note 8  Regulatory Matters and Stockholders Equity
    30




---



##### 



Juniata Valley Financial Corp.
 Note 8  Regulatory Matters and Stockholders Equity (Continued)
  For Capital AdequacyActual
    
    PurposesAmount
    
    Ratio
    
    Amount
    
    Ratio(Dollar Amounts in Thousands)As of June 30, 2005:Total capital (to risk-weighted assets)
    
    $
    50,786
    
    
    
    18.81
    %
    
    $
    321,599
    
    
    
    38.00
    %Tier 1 capital (to risk-weighted assets)
    
    
    47,798
    
    
    
    17.71
    
    
    
    310,800
    
    
    
    34.00Tier 1 capital (to average assets)
    
    
    47,798
    
    
    
    11.76
    
    
    
    316,254
    
    
    
    34.00
    Note 9  Employee Benefits
 Stock Option Plan
  31




---



##### 



Juniata Valley Financial Corp.
 Note 9  Employee Benefits (Continued)
 Stock Option Plan (Continued)
  Weighted-AverageExerciseOptions
    
    
    PriceOutstanding at December 31, 2004
    
    
    28,475
    
    
    $
    30.91Granted
    
    
    
    
    
    
    Forfeited
    
    
    (2,696
    )
    
    
    29.00Exercised
    
    
    
    
    
    
    Outstanding at June 30, 2005
    
    
    25,779
    
    
    $
    31.11Exercisable at June 30, 2005
    
    
    12,131
    
    
    $
    28.63
  Outstanding
    
    ExercisableAverage
    
    
    
    
    
    AverageRange of
    
    
    
    
    
    Average
    
    Exercise
    
    
    
    
    
    ExerciseExercise Prices
    
    Shares
    
    Life
    
    Price
    
    Shares
    
    Price$24.30 - 28.35
    
    
    7,000
    
    
    
    5.5
    
    
    $
    28.20
    
    
    
    5,957
    
    
    $
    28.20$28.36 - 32.40
    
    
    14,004
    
    
    
    7.4
    
    
    $
    29.36
    
    
    
    6,174
    
    
    $
    29.04$32.41 - 40.50
    
    
    4,775
    
    
    
    9.4
    
    
    $
    40.50
    
    
    
    
    
    
    $
    25,779
    
    
    
    
    
    
    
    
    
    
    
    12,131
 Defined Benefit Retirement Plan
  32




---



##### 



Juniata Valley Financial Corp.
 Note 9  Employee Benefits (Continued)
 Defined Benefit Retirement Plan (Continued)
  Six Months EndedJune 30,2005(In Thousands)Change in benefit obligation:Benefit obligation at beginning of year
    
    $
    5,085Service cost
    
    
    136Interest cost
    
    
    173Actuarial loss
    
    
    1,452Benefits paid
    
    
    (112
    )Benefit Obligation at End of Year
    
    
    6,734Change in plan assets:Fair value of plan assets at beginning of year
    
    
    4,757Actual return on plan assets
    
    
    39Employer contribution
    
    
    150Benefits paid
    
    
    (112
    )Fair Value of Plan Assets at End of Year
    
    
    4,834Funded status
    
    
    (1,900
    )Minimum pension liability adjustment
    
    
    (956
    )Unrecognized net actuarial loss
    
    
    2,197Unrecognized net transition asset
    
    
    (15
    )Accrued Pension Cost
    
    $
    (674
    )
   2005(In Thousands)Projected benefit obligation
    
    $
    6,734Accumulated benefit obligation
    
    
    5,508Fair Value of Plan Assets
    
    
    4,834
 33




---



##### 



Juniata Valley Financial Corp.
 Note 9  Employee Benefits (Continued)
 Defined Benefit Retirement Plan (Continued)
  2005(In Thousands)Service cost, benefits earned during the year
    
    $
    140Interest cost on projected benefit obligation
    
    
    173Expected return on plan assets
    
    
    (167
    )Net amortization
    
    
    38$
    184
  2005Discount rates
    
    
    5.25
    %Rates of increase in compensation levels
    
    
    3.00Expected long-term rate of return on assets
    
    
    7.00
  Estimated future benefit payments2006
    
    
    2402007
    
    
    2682008
    
    
    3022009
    
    
    3012010
    
    
    3292011 - 2015
    
    
    1,824
 Supplemental Retirement Plans
  Deferred Compensation Plan
  34




---



##### 



Juniata Valley Financial Corp.
 Note 9  Employee Benefits (Continued)
 Employee Stock Purchase Plan
  Salary Continuation Plan
  Note 10  Income Taxes
  Six MonthsEndedJune 30,2005(In Thousands)Current
    
    $
    1,019Deferred
    
    
    (128
    )$
    891
   Six MonthsEndedJune 30,2005(In Thousands)Federal income tax at statutory rate
    
    $
    1,088Tax-exempt interest
    
    
    (128
    )Income on life insurance
    
    
    (69
    )$
    891
 35




---



##### 



Juniata Valley Financial Corp.
 Note 10  Income Taxes (Continued)
  June 30,2005Deferred tax assets:Allowance for loan losses
    
    $
    889Deferred directors fees
    
    
    686Pension
    
    
    565Unrealized loss on securities available for sale
    
    
    12Minimum pension liability
    
    
    325Other
    
    
    83Total Deferred Tax Assets
    
    
    2,560Deferred tax liabilities:Bank premises and equipment
    
    
    (271
    )Prepaid expense
    
    
    (65
    )Total Deferred Tax Liabilities
    
    
    (336
    )Net Deferred Tax Asset
    
    $
    2,224
  Note 11  Transactions with Executive Officers and Directors
  Note 12  Commitments
  June 30, 2006
    
    $
    303June 30, 2007
    
    
    278June 30, 2008
    
    
    240June 30, 2009
    
    
    223$
    1,044
 36




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##### 



Juniata Valley Financial Corp.
 Note 13  Financial Instruments with Off-Balance Sheet Risk
   
  
 June 30,2005(In Thousands)Commitments to grant loans
    
    
    
    
    
    $
    3,125Unfunded commitments under lines of credit
    
    
    
    
    
    
    36,339Outstanding letters of credit
    
    
    
    
    
    
    735
    Note 14  Concentration of Credit Risk
  37




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##### 



Juniata Valley Financial Corp.
 Note 15  Disclosures about Fair Value of Financial Instruments
   
    
    For cash and due from banks, interest-bearing demand deposits in other banks, and
federal funds sold, the carrying amount is a reasonable estimate of fair value.
    
    For interest-bearing time deposits with banks, the carrying amount is a reasonable
estimate of fair value.
    
    For securities, fair values are based on quoted market prices, where available. If
quoted market prices are not available, fair values are based on quoted market prices of
comparable securities.
    
    For FHLB stock, the carrying amount is a reasonable estimate of fair value.
    
    For variable rate loans which reprice frequently and which entail no significant
changes in credit risk, fair values are based on carrying values. All commercial loans and
substantially all real estate mortgages are variable rate loans. The fair value of other
loans (i.e., consumer loans and fixed-rate real estate mortgages) are estimated using
discounted cash flow analyses, at interest rates currently offered for loans with similar
terms to borrowers of similar credit quality.
    
    Fair values for demand deposits, savings accounts, and certain money market deposits
are, by definition, equal to the amount payable on demand at the reporting date (i.e.,
their carrying amounts). Fair values of fixed-maturity certificates of deposit are
estimated using a discounted cash flow calculation that applies interest rates currently
being offered on certificates to a schedule of aggregated expected monthly maturity of
deposits.
    
    For short-term borrowings, the carrying amount is a reasonable estimate of fair value.
    
    For long-term borrowings, fair value is estimated by discounting future cash flows,
using rates currently available on borrowings with similar remaining maturities.
    
    For accrued interest receivable and accrued interest payable, the carrying amount is a
reasonable estimate of fair value.
    
    Fair value of commitments to extend credit is estimated using the fees currently
charged to enter into similar agreements, taking into account market interest rates, the
remaining terms and present credit worthiness of the counterparties. The fair value of
guarantees and letters of credit is based on fees currently charged for similar agreements.
 38




---



##### 



Juniata Valley Financial Corp.
 Note 15  Disclosures about Fair Value of Financial Instruments (Continued)
  June 30, 2005Carrying
    
    FairAmount
    
    Value(In Thousands)Financial assets:Cash and due from banks
    
    $
    11,485
    
    
    $
    11,485Interest-bearing deposits with banks
    
    
    91
    
    
    
    91Interest-bearing time deposits with banks
    
    
    6,260
    
    
    
    6,260Securities available for sale
    
    
    67,479
    
    
    
    67,479Securities held to maturity
    
    
    7,887
    
    
    
    7,861FHLB stock
    
    
    1,049
    
    
    
    1,049Loans receivable, net of allowance
    
    
    289,000
    
    
    
    291,111Accrued interest receivable
    
    
    1,879
    
    
    
    1,879Financial liabilities:Deposits
    
    
    341,138
    
    
    
    341,048Securities sold under agreements to repurchase
    
    
    4,564
    
    
    
    4,564Short-term borrowings
    
    
    1,500
    
    
    
    1,500Long-term borrowings
    
    
    5,000
    
    
    
    4,836Accrued interest payable
    
    
    668
    
    
    
    668Off-balance sheet financial instruments:Commitments to extend credit
    
    
    
    
    
    
    Standby letters of credit
    
    
    
    
    
    
    
 39




---



##### 



Juniata Valley Financial Corp.
 Note 16  Parent Company Only Financial Information
 Balance Sheet
 June 30,2005(In Thousands)AssetsCash
    
    $
    416Interest-bearing deposits with banks
    
    
    490Cash and cash equivalents
    
    
    906Investment in Bank subsidiary
    
    
    43,401Securities available for sale
    
    
    3,517Other
    
    
    89$
    47,913Liabilities and Stockholders EquityLiabilities, other
    
    $
    28Stockholders equity
    
    
    47,885$
    47,913
 Statement of Income
 Six MonthsEndedJune 30,2005(In Thousands)Dividends from Bank subsidiary
    
    $
    3,920Interest income
    
    
    69Other expenses
    
    
    (52
    )Income before Equity in Undistributed Net Income of
Subsidiary
    
    
    3,937Equity in undistributed net income of Bank subsidiary
    
    
    (1,629
    )Net Income
    
    $
    2,308
 40




---



##### 



Juniata Valley Financial Corp.
 Note 16  Parent Company Only Financial Information (Continued)
 Statement of Cash Flows
 Six MonthsEndedJune 30,2005(In Thousands)Cash Flows from Operating ActivitiesNet income
    
    $
    2,308Adjustments to reconcile net income to net cash
provided by operating activities:Equity in undistributed net income of
Bank subsidiary
    
    
    1,629Increase in other assets
    
    
    (14
    )Decrease in other liabilities
    
    
    (7
    )Net Cash Provided by Operating Activities
    
    
    3,916Cash Flows from Financing ActivitiesDividends paid
    
    
    (3,645
    )Purchase of treasury stock
    
    
    (270
    )Treasury stock issued
    
    
    408Net Cash Used in Financing Activities
    
    
    (3,507
    )Net Increase in Cash and Cash Equivalents
    
    
    409Cash and Cash Equivalents  Beginning
    
    
    497Cash and Cash Equivalents  Ending
    
    $
    906
 41




---



##### 



Juniata Valley Financial Corp.
 
 Item 2 
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
               42




---



##### 



Juniata Valley Financial Corp.
      Comparison of the three months ended June 30, 2005 and 2004
       43




---



##### 



Juniata Valley Financial Corp.
   Comparison of the six months ended June 30, 2005 and 2004
         44




---



##### 



Juniata Valley Financial Corp.
              45




---



##### 



Juniata Valley Financial Corp.
    Actual
    
    RequiredJune 30,
    
    December 31,
    
    June 30
    
    December 31,2005
    
    2004
    
    2005
    
    2004TIER I
    
    
    17.71
    %
    
    
    17.54
    %
    
    
    4.0
    %
    
    
    4.0
    %TIER I & II
    
    
    18.81
    %
    
    
    18.69
    %
    
    
    8.0
    %
    
    
    8.0
    %Total Assets Leveraged Ratio:TIER I
    
    
    11.76
    %
    
    
    11.58
    %
    
    
    4.0
    %
    
    
    4.0
    %
  46




---



##### 



Juniata Valley Financial Corp.
 
 ITEM 3
    
    Quantitative and Qualitative Disclosures About Market Risk:
   
  Disclosure Controls and Procedures
  Internal Control Over Financial Reporting
  (a) Managements Report On Internal Control Over Financial Reporting
   control deficiency
 47




---



##### 



Juniata Valley Financial Corp.
 
 significant deficiency
 
 material weakness
 Internal Control  Integrated Framework
 Internal Control  Integrated Framework
 
  
 /s/
Francis J. Evanitsky
 /s/
JoAnn N. McMinn
 (b) Attestation Report of the Registered Public Accounting Firm
  
        
 (c) Changes in Internal Control Over Financial Reporting
 
  
 48




---



##### 



Juniata Valley Financial Corp.
 
  
   
   (d)(c)
    
    Maximum number (orTotal number of shares
    
    approximate dollar(or units) purchased as
    
    value) of shares (or(a)
    
    (b)
    
    part of publicly
    
    units) that may yet beTotal number of shares
    
    Average price paid
    
    announced plans or
    
    purchased under thePeriod
    
    (or units) purchased
    
    per share (or unit)
    
    programs
    
    plans or programsMonth #1
April 1 to
April 30, 2005
    

0
    
    0
    
    0
    
    63,200Month #2
May 1 to
May 31, 2005
    
    4,000
    
    46.00
    
    4,000
    
    59,200Month #3
June 1 to
June 30, 2005
    
    0
    
    0
    
    0
    
    59,200Total
    
    4,000
    
    46.00
    
    4,000
    
    59,200
  
   
  
  49




---



##### 



Juniata Valley Financial Corp.
  Nominee
    
    For
    
    Withheld
    
    Abstentions and Broker NonvotesJoe E. Benner
    
    
    1,682,778
    
    
    
    198
    
    
    
    595,651Francis J. Evanitsky
    
    
    1,681,778
    
    
    
    1,198
    
    
    
    595,651Philip E. Gingerich, Jr.
    
    
    1,681,867
    
    
    
    1,109
    
    
    
    595,651Dale G. Nace
    
    
    1,676,726
    
    
    
    6,250
    
    
    
    595,651Harold B. Shearer
    
    
    1,674,100
    
    
    
    8,876
    
    
    
    595,651Jan G. Snedeker
    
    
    1,675,555
    
    
    
    7,421
    
    
    
    595,651
 
   
  Exhibit 23
    
    Consent of Beard Miller Company LLP, Independent Auditors
 
 
 
 Exhibit 31.1
    
    Rule 13a  14(a)/15d  14(a) Certification of President and Chief Executive Officer
 
 Exhibit 31.2
    
    Rule 13a  14(a)/15d  14(a) Certification of Chief Financial Officer
 Exhibit 32.1
    
    Section 1350 Certification of President and Chief Executive Officer (furnished,
not filed)
 Exhibit 32.2
    
    Section 1350 Certification of Chief Financial Officer (furnished, not filed)
  Juniata Valley Financial Corp.(Registrant)Date September 15, 2005
    
    By
    
    /s/ Francis J. EvanitskyFrancis J. Evanitsky, President and
Chief Executive OfficerDate September 15, 2005
    
    By
    
    /s/ JoAnn N. McMinnJoAnn N. McMinn, Chief Financial Officer
 50