##### 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT 1934
 For the quarterly period ended September 30, 2007
 OR
 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 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)Bridge and Main Streets, Mifflintown, Pennsylvania
    
    17059(Address of principal executive offices)
    
    (Zip Code)
  
 þ o
  o þ o
 o þ
  Class
    
    Outstanding as of November 7, 2007Common Stock ($1.00 par value)
    
    4,411,845 shares




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##### 



TABLE OF CONTENTS
 PART I  FINANCIAL INFORMATION
 Item 1.
    
    Financial StatementsConsolidated Statements of Financial Conditionas of September 30, 2007 and December 31, 2006 (Unaudited)
    
    
    3Consolidated Statements of Income for the Three and NineMonths Ended September 30, 2007 and 2006 (Unaudited)
    
    
    4Consolidated Statements of Changes in Stockholders Equityfor the Nine Months Ended September 30, 2007 and 2006 (Unaudited)
    
    
    5Consolidated Statements of Cash Flows for the NineMonths Ended September 30, 2007 and 2006 (Unaudited)
    
    
    6Notes to Consolidated Financial Statements
    
    
    7Item 2.
    
    Managements Discussion and Analysisof Financial Condition and Results of Operations
    
    
    12Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    18Item 4.
    
    Controls and Procedures
    
    
    18PART II  OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    19Item 1A.
    
    Risk Factors
    
    
    19Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    19Item 3.
    
    Defaults upon Senior Securities
    
    
    20Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    20Item 5.
    
    Other Information
    
    
    20Item 6.
    
    Exhibits
    
    
    20Signatures
    
    
    21
 2




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##### 



PART I  FINANCIAL INFORMATION  Item 1. Financial Statements
 Juniata Valley Financial Corp. and Subsidiary
Consolidated Statements of Financial Condition
 September 30,
    
    
    December 31,2007
    
    
    2006ASSETSCash and due from banks
    
    $
    10,107
    
    
    $
    16,476Interest bearing deposits with banks
    
    
    70
    
    
    
    102Federal funds sold
    
    
    1,100
    
    
    
    1,200Cash and cash equivalents
    
    
    11,277
    
    
    
    17,778Interest bearing time deposits with banks
    
    
    5,525
    
    
    
    5,660Securities available for sale
    
    
    80,549
    
    
    
    56,383Securities held to maturity, fair value of $3,955 and $2,480, respectively
    
    
    3,955
    
    
    
    2,500Restricted investment in Federal Home Loan Bank (FHLB) stock
    
    
    1,100
    
    
    
    1,076Investment in unconsolidated subsidiary
    
    
    2,905
    
    
    
    2,892Total loans, net of unearned interest
    
    
    298,396
    
    
    
    305,818Less: Allowance for loan losses
    
    
    (2,362
    )
    
    
    (2,572
    )Total loans, net of allowance for loan losses
    
    
    296,034
    
    
    
    303,246Premises and equipment, net
    
    
    6,256
    
    
    
    6,542Bank owned life insurance and annuities
    
    
    11,400
    
    
    
    11,017Core deposit intangible
    
    
    400
    
    
    
    434Goodwill
    
    
    2,046
    
    
    
    2,046Accrued interest receivable and other assets
    
    
    7,454
    
    
    
    6,357Total assets
    
    $
    428,901
    
    
    $
    415,931LIABILITIES AND STOCKHOLDERS EQUITYLiabilities:Deposits:Non-interest bearing
    
    $
    46,772
    
    
    $
    42,829Interest bearing
    
    
    318,921
    
    
    
    312,340Total deposits
    
    
    365,693
    
    
    
    355,169Securities sold under agreements to repurchase
    
    
    7,910
    
    
    
    6,112Other interest bearing liabilities
    
    
    1,004
    
    
    
    927Accrued interest payable and other liabilities
    
    
    6,238
    
    
    
    5,937Total liabilities
    
    
    380,845
    
    
    
    368,145Stockholders Equity:Preferred stock, no par value:Authorized - 500,000 shares, none issuedCommon stock, par value $1.00 per share:Authorized - 20,000,000 shares
Issued - 4,745,826 shares
Outstanding -
4,434,120 shares at September 30, 2007;
4,457,934 shares at December 31, 2006
    
    
    4,746
    
    
    
    4,746Surplus
    
    
    18,284
    
    
    
    18,259Retained earnings
    
    
    32,126
    
    
    
    31,531Accumulated other comprehensive loss
    
    
    (943
    )
    
    
    (1,098
    )Cost of common stock in Treasury:311,706 shares at September 30, 2007;
287,892 shares at December 31, 2006
    
    
    (6,157
    )
    
    
    (5,652
    )Total stockholders equity
    
    
    48,056
    
    
    
    47,786Total liabilities and stockholders equity
    
    $
    428,901
    
    
    $
    415,931
  3




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##### 



Juniata Valley Financial Corp. and Subsidiary
Consolidated Statements of Income
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Interest income:Loans, including fees
    
    $
    5,756
    
    
    $
    5,501
    
    
    $
    17,109
    
    
    $
    16,082Taxable securities
    
    
    671
    
    
    
    502
    
    
    
    1,784
    
    
    
    1,488Tax-exempt securities
    
    
    235
    
    
    
    158
    
    
    
    598
    
    
    
    481Federal funds sold
    
    
    72
    
    
    
    
    
    
    
    268
    
    
    
    Other interest income
    
    
    64
    
    
    
    71
    
    
    
    190
    
    
    
    191Total interest income
    
    
    6,798
    
    
    
    6,232
    
    
    
    19,949
    
    
    
    18,242Interest expense:Deposits
    
    
    2,770
    
    
    
    2,435
    
    
    
    8,061
    
    
    
    6,885Securities sold under agreements to repurchase
    
    
    80
    
    
    
    68
    
    
    
    214
    
    
    
    171Short-term borrowings
    
    
    
    
    
    
    78
    
    
    
    
    
    
    
    258Long-term debt
    
    
    
    
    
    
    16
    
    
    
    
    
    
    
    88Other interest bearing liabilities
    
    
    10
    
    
    
    9
    
    
    
    29
    
    
    
    20Total interest expense
    
    
    2,860
    
    
    
    2,606
    
    
    
    8,304
    
    
    
    7,422Net interest income
    
    
    3,938
    
    
    
    3,626
    
    
    
    11,645
    
    
    
    10,820Provision for loan losses
    
    
    
    
    
    
    29
    
    
    
    90
    
    
    
    89Net interest income after provision for loan losses
    
    
    3,938
    
    
    
    3,597
    
    
    
    11,555
    
    
    
    10,731Noninterest income:Trust fees
    
    
    130
    
    
    
    99
    
    
    
    353
    
    
    
    323Customer service fees
    
    
    408
    
    
    
    395
    
    
    
    1,216
    
    
    
    1,118Earnings on bank-owned life insurance and annuities
    
    
    113
    
    
    
    134
    
    
    
    334
    
    
    
    318Commissions from sales of non-deposit products
    
    
    180
    
    
    
    143
    
    
    
    550
    
    
    
    406Income from unconsolidated subsidiary
    
    
    52
    
    
    
    20
    
    
    
    136
    
    
    
    20Gain on sale of loans and other assets
    
    
    23
    
    
    
    28
    
    
    
    52
    
    
    
    51Gain on sale of securities
    
    
    22
    
    
    
    
    
    
    
    14
    
    
    
    67Securities impairment charge
    
    
    
    
    
    
    
    
    
    
    (33
    )
    
    
    Other noninterest income
    
    
    182
    
    
    
    148
    
    
    
    507
    
    
    
    435Total noninterest income
    
    
    1,110
    
    
    
    967
    
    
    
    3,129
    
    
    
    2,738Noninterest expense:Employee compensation expense
    
    
    1,351
    
    
    
    1,185
    
    
    
    3,841
    
    
    
    3,417Employee benefits
    
    
    353
    
    
    
    375
    
    
    
    1,105
    
    
    
    1,113Occupancy
    
    
    204
    
    
    
    195
    
    
    
    660
    
    
    
    600Equipment
    
    
    174
    
    
    
    148
    
    
    
    518
    
    
    
    455Data processing expense
    
    
    336
    
    
    
    309
    
    
    
    991
    
    
    
    869Director compensation
    
    
    118
    
    
    
    120
    
    
    
    353
    
    
    
    369Professional fees
    
    
    115
    
    
    
    97
    
    
    
    329
    
    
    
    283Taxes, other than income
    
    
    133
    
    
    
    129
    
    
    
    419
    
    
    
    375Amortization of intangibles
    
    
    11
    
    
    
    4
    
    
    
    34
    
    
    
    4Other noninterest expense
    
    
    296
    
    
    
    277
    
    
    
    881
    
    
    
    865Total noninterest expense
    
    
    3,091
    
    
    
    2,839
    
    
    
    9,131
    
    
    
    8,350Income before income taxes
    
    
    1,957
    
    
    
    1,725
    
    
    
    5,553
    
    
    
    5,119Provision for income taxes
    
    
    538
    
    
    
    494
    
    
    
    1,541
    
    
    
    1,464Net income
    
    $
    1,419
    
    
    $
    1,231
    
    
    $
    4,012
    
    
    $
    3,655Earnings per shareBasic
    
    $
    0.32
    
    
    $
    0.27
    
    
    $
    0.90
    
    
    $
    0.81Diluted
    
    $
    0.32
    
    
    $
    0.27
    
    
    $
    0.90
    
    
    $
    0.81Cash dividends declared per share
    
    $
    0.18
    
    
    $
    0.17
    
    
    $
    0.77
    
    
    $
    0.49Weighted average basic shares outstanding
    
    
    4,434,120
    
    
    
    4,485,365
    
    
    
    4,440,561
    
    
    
    4,488,992Weighted average diluted shares outstanding
    
    
    4,443,228
    
    
    
    4,497,637
    
    
    
    4,449,952
    
    
    
    4,503,269
  4




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##### 



Juniata Valley Financial Corp. and Subsidiary
Consolidated Statements of Changes in Stockholders Equity
 Nine Months Ended September 30, 2007Number
    
    
    
    
    
    
    
    
    
    
    
    
    
    Accumulatedof
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    
    
    
    TotalShares
    
    Common
    
    
    
    
    
    Retained
    
    Comprehensive
    
    Treasury
    
    StockholdersOutstanding
    
    Stock
    
    Surplus
    
    Earnings
    
    Loss
    
    Stock
    
    EquityBalance at December 31, 2006
    
    
    4,457,934
    
    
    $
    4,746
    
    
    $
    18,259
    
    
    $
    31,531
    
    
    $
    (1,098
    )
    
    $
    (5,652
    )
    
    $
    47,786Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,012
    
    
    
    
    
    
    
    
    
    
    
    4,012Change in unrealized losses on
securities
available for sale, net of
reclassification adjustment and tax effects
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    155
    
    
    
    
    
    
    
    155Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,167Cash dividends at $0.77 per share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,417
    )
    
    
    
    
    
    
    
    
    
    
    (3,417
    )Stock-based compensation activity
    
    
    
    
    
    
    
    
    
    
    30
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30Purchase of treasury stock, at cost
    
    
    (26,500
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (557
    )
    
    
    (557
    )Treasury stock issued for stock option
and stock purchase plans
    
    
    2,686
    
    
    
    
    
    
    
    (5
    )
    
    
    
    
    
    
    
    
    
    
    52
    
    
    
    47Balance at September 30, 2007
    
    
    4,434,120
    
    
    $
    4,746
    
    
    $
    18,284
    
    
    $
    32,126
    
    
    $
    (943
    )
    
    $
    (6,157
    )
    
    $
    48,056
 Nine Months Ended September 30, 2006Number
    
    
    
    
    
    
    
    
    
    
    
    
    
    Accumulatedof
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    
    
    
    TotalShares
    
    Common
    
    
    
    
    
    Retained
    
    Comprehensive
    
    Treasury
    
    StockholdersOutstanding
    
    Stock
    
    Surplus
    
    Earnings
    
    Loss
    
    Stock
    
    EquityBalance at December 31, 2005
    
    
    4,503,392
    
    
    $
    4,746
    
    
    $
    18,177
    
    
    $
    29,486
    
    
    $
    (694
    )
    
    $
    (4,596
    )
    
    $
    47,119Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,655
    
    
    
    
    
    
    
    
    
    
    
    3,655Change in unrealized losses on securities
available for sale, net of reclassification adjustment and tax effects
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    266
    
    
    
    
    
    
    
    266Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,921Cash dividends at $0.49 per share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,199
    )
    
    
    
    
    
    
    
    
    
    
    (2,199
    )Stock-based compensation activity
    
    
    
    
    
    
    
    
    
    
    28
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28Purchase of treasury stock, at cost
    
    
    (58,082
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,302
    )
    
    
    (1,302
    )Treasury stock issued for dividend
reinvestment plan and employee stock
purchase plan
    
    
    11,874
    
    
    
    
    
    
    
    48
    
    
    
    
    
    
    
    
    
    
    
    231
    
    
    
    279Balance at September 30, 2006
    
    
    4,457,184
    
    
    $
    4,746
    
    
    $
    18,253
    
    
    $
    30,942
    
    
    $
    (428
    )
    
    $
    (5,667
    )
    
    $
    47,846
  5




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##### 



Juniata Valley Financial Corp. and Subsidiary
Consolidated Statements of Cash Flows
 Nine Months Ended September 30,2007
    
    
    2006Operating activities:Net income
    
    $
    4,012
    
    
    $
    3,655Adjustments to reconcile net income to net cash provided by operating activities:Provision for loan losses
    
    
    90
    
    
    
    89Provision for depreciation
    
    
    486
    
    
    
    437Net amortization of securities premiums
    
    
    90
    
    
    
    90Amortization of core deposit intangible
    
    
    34
    
    
    
    4Security impairment charge
    
    
    33
    
    
    
    Net gain on sales of securities
    
    
    (14
    )
    
    
    (67
    )Gains on sales of loans and other assets
    
    
    (52
    )
    
    
    (51
    )Earnings on investment in life insurance
    
    
    (334
    )
    
    
    (318
    )Deferred income tax expense (credit)
    
    
    58
    
    
    
    (67
    )Equity in earnings of unconsolidated subsidiary, net of
dividends of $127 and $0, respectively
    
    
    (9
    )
    
    
    (20
    )Stock-based compensation expense
    
    
    30
    
    
    
    28Increase in accrued interest receivable and other assets
    
    
    (1,321
    )
    
    
    (909
    )Increase in accrued interest payable and other liabilities
    
    
    378
    
    
    
    380Net cash provided by operating activities
    
    
    3,481
    
    
    
    3,251Investing activities:Purchases of:Securities available for sale
    
    
    (44,034
    )
    
    
    (7,196
    )Securities held to maturity
    
    
    (3,955
    )
    
    
    (5,100
    )FHLB stock
    
    
    (132
    )
    
    
    (765
    )Premises and equipment
    
    
    (200
    )
    
    
    (432
    )Bank owned life insurance and annuities
    
    
    (106
    )
    
    
    (103
    )Investment in unconsolidated subsidiary
    
    
    
    
    
    
    (2,805
    )Proceeds from:Sales of securities available for sale
    
    
    591
    
    
    
    137Maturities of and principal repayments on
securities available for sale
    
    
    19,396
    
    
    
    12,717Maturities of securities held to maturity
    
    
    2,500
    
    
    
    Redemption of FHLB stock
    
    
    108
    
    
    
    654Bank owned life insurance and annuities
    
    
    57
    
    
    
    149Sale of other real estate owned
    
    
    243
    
    
    
    572Net cash received from branch acquisition
    
    
    
    
    
    
    13,808Net decrease in interest-bearing time deposits
    
    
    135
    
    
    
    Net decrease (increase) in loans receivable
    
    
    7,020
    
    
    
    (7,162
    )Net cash provided by (used in) investing activities
    
    
    (18,377
    )
    
    
    4,474Financing activities:Net increase (decrease) in deposits
    
    
    10,524
    
    
    
    (4,790
    )Net increase (decrease) in short-term borrowings and securities
sold under agreements to repurchase
    
    
    1,798
    
    
    
    (1,359
    )Repayment of long-term debt
    
    
    
    
    
    
    (5,000
    )Cash dividends
    
    
    (3,417
    )
    
    
    (2,199
    )Purchase of treasury stock
    
    
    (557
    )
    
    
    (1,302
    )Treasury stock issued for dividend reinvestment, stock option
and employee stock purchase plans
    
    
    47
    
    
    
    279Net cash provided by (used in) financing activities
    
    
    8,395
    
    
    
    (14,371
    )Net decrease in cash and cash equivalents
    
    
    (6,501
    )
    
    
    (6,646
    )Cash and cash equivalents at beginning of period
    
    
    17,778
    
    
    
    16,439Cash and cash equivalents at end of period
    
    $
    11,277
    
    
    $
    9,793Supplemental information:Interest paid
    
    $
    8,255
    
    
    $
    7,197Income taxes paid
    
    $
    1,405
    
    
    $
    1,405Supplemental schedule of noncash investing and financing activities:Transfer of loans to other real estate owned
    
    $
    153
    
    
    $
    630
  6




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##### 



Juniata Valley Financial Corp. and Subsidiary
           7




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##### 



8




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##### 



Three Months Ended September 30, 2007
    
    
    Three Months Ended September 30, 2006Before
    
    
    Tax Expense
    
    
    
    
    
    
    Before
    
    
    Tax ExpenseTax
    
    
    or
    
    
    Net-of-Tax
    
    
    Tax
    
    
    or
    
    
    Net-of-TaxAmount
    
    
    (Benefit)
    
    
    Amount
    
    
    Amount
    
    
    (Benefit)
    
    
    AmountNet income
    
    $
    1,957
    
    
    $
    538
    
    
    $
    1,419
    
    
    $
    1,725
    
    
    $
    494
    
    
    $
    1,231Other comprehensive income (loss):Unrealized gains (losses) on available for sale securities:Unrealized gains (losses) arising during the period
    
    
    618
    
    
    
    210
    
    
    
    408
    
    
    
    527
    
    
    
    179
    
    
    
    348Unrealized gains from unconsolidated subsidiary
    
    
    
    
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    
    
    
    
    Less reclassification adjustment for:gains included in net income
    
    
    (22
    )
    
    
    (7
    )
    
    
    (15
    )
    
    
    
    
    
    
    
    
    
    
    Other comprehensive income
    
    
    596
    
    
    
    203
    
    
    
    399
    
    
    
    527
    
    
    
    179
    
    
    
    348Total comprehensive income
    
    $
    2,553
    
    
    $
    741
    
    
    $
    1,818
    
    
    $
    2,252
    
    
    $
    673
    
    
    $
    1,579
 Nine Months Ended September 30, 2007
    
    
    Nine Months Ended September 30, 2006Before
    
    
    Tax Expense
    
    
    
    
    
    
    Before
    
    
    Tax ExpenseTax
    
    
    or
    
    
    Net-of-Tax
    
    
    Tax
    
    
    or
    
    
    Net-of-TaxAmount
    
    
    (Benefit)
    
    
    Amount
    
    
    Amount
    
    
    (Benefit)
    
    
    AmountNet income
    
    $
    5,553
    
    
    $
    1,541
    
    
    $
    4,012
    
    
    $
    5,119
    
    
    $
    1,464
    
    
    $
    3,655Other comprehensive income (loss):Unrealized gains (losses) on available for sale securities:Unrealized gains (losses) arising during the period
    
    
    209
    
    
    
    71
    
    
    
    138
    
    
    
    470
    
    
    
    160
    
    
    
    310Unrealized gains from unconsolidated subsidiary
    
    
    
    
    
    
    
    
    
    
    4
    
    
    
    
    
    
    
    
    
    
    
    Less reclassification adjustment for:gains included in net income
    
    
    (14
    )
    
    
    (5
    )
    
    
    (9
    )
    
    
    (67
    )
    
    
    (23
    )
    
    
    (44
    )securities impairment charge
    
    
    33
    
    
    
    11
    
    
    
    22
    
    
    
    
    
    
    
    
    
    
    
    Other comprehensive income
    
    
    228
    
    
    
    77
    
    
    
    155
    
    
    
    403
    
    
    
    137
    
    
    
    266Total comprehensive income
    
    $
    5,781
    
    
    $
    1,618
    
    
    $
    4,167
    
    
    $
    5,522
    
    
    $
    1,601
    
    
    $
    3,921
 9




---



##### 



(Amounts, except earnings per share, in thousands)Three Months
    
    
    Three MonthsEnded
    
    
    EndedSeptember 30, 2007
    
    
    September 30, 2006Net income
    
    $
    1,419
    
    
    $
    1,231Weighted-average common shares outstanding
    
    
    4,434
    
    
    
    4,485Basic earnings per share
    
    $
    0.32
    
    
    $
    0.27Weighted-average common shares outstanding
    
    
    4,434
    
    
    
    4,485Common stock equivalents due to effect of stock options
    
    
    9
    
    
    
    12Total weighted-average common shares and equivalents
    
    
    4,443
    
    
    
    4,497Diluted earnings per share
    
    $
    0.32
    
    
    $
    0.27
 Nine Months
    
    
    Nine MonthsEnded
    
    
    EndedSeptember 30, 2007
    
    
    September 30, 2006Net income
    
    $
    4,012
    
    
    $
    3,655Weighted-average common shares outstanding
    
    
    4,441
    
    
    
    4,489Basic earnings per share
    
    $
    0.90
    
    
    $
    0.81Weighted-average common shares outstanding
    
    
    4,441
    
    
    
    4,489Common stock equivalents due to effect of stock options
    
    
    9
    
    
    
    14Total weighted-average common shares and equivalents
    
    
    4,450
    
    
    
    4,503Diluted earnings per share
    
    $
    0.90
    
    
    $
    0.81
    10




---



##### 



Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,(Dollar amounts in thousands)
    
    2007
    
    2006
    
    2007
    
    2006Components of net periodic pension costService cost
    
    $
    69
    
    
    $
    74
    
    
    $
    212
    
    
    $
    222Interest cost
    
    
    96
    
    
    
    91
    
    
    
    291
    
    
    
    275Expected return on plan assets
    
    
    (101
    )
    
    
    (90
    )
    
    
    (291
    )
    
    
    (270
    )Additional recognized amounts
    
    
    13
    
    
    
    18
    
    
    
    39
    
    
    
    54Net periodic pension cost
    
    $
    77
    
    
    $
    93
    
    
    $
    251
    
    
    $
    281
         11




---



##### 



Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
             12




---



##### 



September 30,
    
    December 31,
    
    Change2007
    
    2006
    
    $
    
    %Deposits:Demand, non-interest bearing
    
    $
    46,772
    
    
    $
    42,829
    
    
    $
    3,943
    
    
    
    9.2
    %NOW and money market
    
    
    84,974
    
    
    
    75,186
    
    
    
    9,788
    
    
    
    13.0
    %Savings
    
    
    34,291
    
    
    
    36,217
    
    
    
    (1,926
    )
    
    
    (5.3
    %)Time
deposits, $100,000 and more
    
    
    35,103
    
    
    
    38,032
    
    
    
    (2,929
    )
    
    
    (7.7
    %)Other time deposits
    
    
    164,553
    
    
    
    162,905
    
    
    
    1,648
    
    
    
    1.0
    %Total deposits
    
    $
    365,693
    
    
    $
    355,169
    
    
    $
    10,524
    
    
    
    3.0
    %
  September 30,
    
    December 31,
    
    Change2007
    
    2006
    
    $
    
    %Loans:Commercial
    
    $
    87,297
    
    
    $
    90,712
    
    
    $
    (3,415
    )
    
    
    (3.8
    %)Mortgage
    
    
    135,407
    
    
    
    138,654
    
    
    
    (3,247
    )
    
    
    (2.3
    %)Home Equity
    
    
    63,958
    
    
    
    67,249
    
    
    
    (3,291
    )
    
    
    (4.9
    %)Installment, net of unearned
    
    
    11,734
    
    
    
    9,203
    
    
    
    2,531
    
    
    
    27.5
    %Total loans
    
    $
    298,396
    
    
    $
    305,818
    
    
    $
    (7,422
    )
    
    
    (2.4
    %)
  (Dollar amounts in thousands)
    
    September 30, 2007
    
    December 31, 2006Non-performing loansNonaccrual loans
    
    $
    264
    
    
    $
    1,240Accruing loans past due 90 days or more
    
    
    363
    
    
    
    214Restructured loans
    
    
    
    
    
    
    Total
    
    $
    627
    
    
    $
    1,454Average loans outstanding
    
    $
    301,154
    
    
    $
    303,988Ratio of non-performing loans to
average loans outstanding
    
    
    0.21
    %
    
    
    0.48
    %
   13




---



##### 



Periods Ended September 30,2007
    
    
    2006Balance of allowance  January 1
    
    $
    2,572
    
    
    $
    2,764Loans charged off
    
    
    (346
    )
    
    
    (108
    )Recoveries of loans previously charged off
    
    
    46
    
    
    
    17Net charge-offs
    
    
    (300
    )
    
    
    (91
    )Provision for loan losses
    
    
    90
    
    
    
    89Branch acquisition loan loss reserve
    
    
    
    
    
    
    31Balance of allowance  end of period
    
    $
    2,362
    
    
    $
    2,793Ratio of net charge-offs during period to
average loans outstanding
    
    
    -0.10
    %
    
    
    -0.03
    %
     Comparison of the Three Months Ended September 30, 2007 and 2006
    Three Months EndedSeptember 30,2007
    
    2006Return on average assets (annualized)
    
    
    1.32
    %
    
    
    1.19
    %Return on average equity (annualized)
    
    
    11.99
    %
    
    
    10.26
    %Average equity to average assets
    
    
    11.03
    %
    
    
    11.58
    %Non-interest income, excluding securities gains
(losses), as a percentage of average assets
(annualized)
    
    
    1.01
    %
    
    
    0.93
    %Non-interest expense as a percentage of average
assets (annualized)
    
    
    2.88
    %
    
    
    2.74
    %
  14




---



##### 



15




---



##### 



Comparison of the Nine Months Ended September 30, 2007 and 2006
    Nine Months EndedSeptember 30,2007
    
    2006Return on average assets (annualized)
    
    
    1.26
    %
    
    
    1.18
    %Return on average equity (annualized)
    
    
    11.26
    %
    
    
    10.27
    %Average equity to average assets
    
    
    11.21
    %
    
    
    11.50
    %Non-interest income, excluding securities gains
(losses), as a percentage of average assets
(annualized)
    
    
    0.99
    %
    
    
    0.86
    %Non-interest expense as a percentage of average
assets (annualized)
    
    
    2.87
    %
    
    
    2.70
    %
        16




---



##### 



17




---



##### 



Item 3. Quantitative and Qualitative Disclosures About Market Risk
   Item 4. Controls and Procedures
 Disclosure Controls and Procedures
 18




---



##### 



Changes in Internal Control Over Financial Reporting
  PART II  OTHER INFORMATION
 Item 1.
    
    LEGAL PROCEEDINGSIn the opinion of management of the Corporation, there are no legal proceedings
pending to which the Corporation or its subsidiary is a party or to which their
property is subject, which, if determined adversely to the Corporation or its
subsidiary, would be material in relation to the Corporations or its subsidiarys
financial condition. There are no proceedings pending other than ordinary routine
litigation incident to the business of the Corporation or its subsidiary. In
addition, no material proceedings are pending or are known to be threatened or
contemplated against the Corporation or its subsidiary by government authorities.Item 1A.
    
    RISK FACTORSThere have been no material changes in risk factors that were disclosed in the
Annual Report on Form 10-K as of December 31, 2006.Item 2.
    
    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSThe following table provides information on repurchases by the Corporation of its
common stock in each month of the quarter ended September 30, 2007:
 19




---



##### 



Maximum Number ofTotal Number of
    
    Shares that May YetShares Purchased as
    
    BeTotal Number
    
    Average
    
    Part of Publicly
    
    Purchased Under theof Shares
    
    Price Paid
    
    Announced Plans or
    
    Plans or ProgramsPeriod
    
    Purchased
    
    per Share
    
    Programs
    
    (1)July 1-31, 2007
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    116,166August 1-31, 2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    116,166September 1-30, 2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    116,166Totals
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    116,166
 
 (1)
    
    On March 23, 2001, the Corporation announced plans to buy back 100,000 (200,000 on a
post-split basis) shares of its common stock. There is no expiration date to this buyback plan,
but subsequent to the initial plan, the repurchase of 400,000 additional shares were authorized by
the Board of Directors. As of November 7, 2007, the number of shares that may yet be purchased
under the program was 93,891. No repurchase plan or program expired during the period covered by
the table. The Corporation 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 SECURITIESNot applicableItem 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSNoneItem 5.
    
    OTHER INFORMATIONNoneItem 6.
    
    EXHIBITSExhibit 3.1  Amended and Restated Articles of Incorporation (incorporated by
reference to Exhibit 4.1 to the Companys Form S-3 Registration Statement No.
333-129023 filed with the SEC on October 14, 2005)Exhibit 3.2  Bylaws (incorporated by reference to Exhibit 3.2 to the Companys
report on Form 8-K filed with the SEC on February 23, 2006)3.2  Amendment to Bylaws (incorporated by reference to Exhibit 3.2 to the
Corporations report on Form 8-K filed with the SEC on April 20, 2007)31.1  Rule 13a  14(a)/15d  14(a) Certification of President and Chief Executive
Officer31.2  Rule 13a  14(a)/15d  14(a) Certification of Chief Financial Officer32.1  Section 1350 Certification of President and Chief Executive Officer
(furnished, not filed)32.2  Section 1350 Certification of Chief Financial Officer (furnished, not filed)
 20




---



##### 



Juniata Valley Financial Corp.
(Registrant)Date 11-07-2007
    By
    /s/ Francis J.EvanitskyFrancis J. Evanitsky, Presidentand Chief Executive OfficerDate 11-07-2007
    By
    /s/ JoAnn N. McMinnJoAnn N. McMinn, Chief FinancialOfficer 21