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Juniata Valley Financial Corp. Announces Results for the Quarter and Year Ended December 31, 2018

February 8, 2019

Mifflintown, PA, Feb. 08, 2019 (GLOBE NEWSWIRE) -- Juniata Valley Financial Corp. (OTC Pink: JUVF) (“Juniata”), announced that Juniata’s net income for the year ended December 31, 2018, was $5,498,000, a 21.2% increase from net income of $4,537,000 for 2017. Earnings per share for 2018 were $1.10, compared to $0.95 in 2017. For the fourth quarter of 2018, net income was $1,217,000, an increase of $639,000 compared to net income of $578,000 in the fourth quarter of 2017. Earnings per share were $0.24 in the fourth quarter of 2018, compared to $0.12 in the fourth quarter of 2017.

President and Chief Executive Officer, Marcie A. Barber stated, “2018 surpassed our expectations for continued strong earnings in all of our core banking areas. We completed Phase II of a strategic effort to de-risk a legacy benefit plan, moving us one step closer to the permanent elimination of related non-interest expense. Our successful acquisition and integration of Liverpool Community Bank (“Liverpool”) contributed to 2018 earnings; we anticipate further growth in assets and revenues from this acquisition in the coming year. Our efforts to connect with our customers and communities will be expanded in 2019, an outreach we anticipate will grow our customer base and deepen relationships.”

Excluding the impact of the items described below, for the year ended December 31, 2018, adjusted net income was $6,024,000, an increase of 14.7% over adjusted net income for the year ended December 31, 2017. Adjusted net income for the fourth quarter of 2018 was $1,254,000 compared to $1,294,000 in the fourth quarter of 2017. Adjusted earnings per share for the year ended December 31 increased by 10.0%, from $1.10 in 2017 to $1.21 in 2018.

Comparability of the results of operations for the three and twelve month periods ended December 31, 2018 and December 31, 2017 was materially impacted by the following events that occurred in 2018 and 2017.

-- On April 30, 2018, Juniata acquired the remaining shares of Liverpool and Liverpool merged with and into Juniata’s wholly-owned subsidiary, The Juniata Valley Bank. Prior to April 30, 2018, Juniata owned 39.16% of the outstanding common stock of Liverpool and recorded its share of Liverpool’s earnings as “income from unconsolidated subsidiary” using the equity method of accounting. In conjunction with the acquisition, Juniata incurred $259,000 and $884,000 in merger-related expenses in the acquisition of Liverpool during the three and twelve months ended December 31, 2018, respectively. During the three and twelve months ended December 31, 2017, Juniata incurred merger-related expenses of $13,000. Since Juniata accounted for its investment in Liverpool using the equity method, 39.16% of Liverpool’s merger-related expenses incurred in the three and twelve months ended December 31, 2017 reduced Juniata’s non-interest income by $33,000. Additionally, an adjustment to the carrying value of Juniata’s previous 39.16% ownership of Liverpool at April 30, 2018 resulted in a recorded pre-tax net gain of $215,000 during the twelve months ended December 31, 2018. -- In 2017, Juniata initiated a strategy to reduce the liability associated with its frozen legacy defined benefit pension plan. The first step of the initiative consisted of the purchase of a single premium group annuity for a group of Juniata’s retirees, transferring the associated pension liability to the issuer of the annuity. This step reduced Juniata’s overall pension liability by approximately 12%, which resulted in a pre-tax charge to earnings of $377,000 in 2017. In 2018, Juniata completed the second step of the strategy to reduce the liability associated with its defined benefit pension plan by making a lump sum payment offer to a small group of terminated vested participants in Juniata’s defined benefit plan. This step further reduced Juniata’s remaining pension liability by approximately 9%, which resulted in a pre-tax charge to earnings of $210,000 in the twelve months ended December 31, 2018. The pre-tax charges represent a further acceleration of pension expenses that would otherwise have impacted Juniata’s future earnings. -- The enactment of the Tax Cuts and Jobs Act (“TCJA”) at the end of 2017, while expected to provide tax savings to Juniata in future periods, resulted in write-downs of Juniata’s and Liverpool’s net deferred tax assets in 2017, which were previously valued based upon the projection of a 34% future tax benefit. As a result, a non-cash charge of $416,000 was included in the provision for income taxes at Juniata as was a similar non-cash charge at Liverpool, resulting in a $32,000 decline in Juniata’s non-interest income in the in the three and twelve months ended December 31, 2017 due to Juniata’s previous 39.16% ownership in Liverpool. In 2018, the value of the Juniata’s deferred tax asset was adjusted again, due primarily to a defined benefit contribution applied to the prior tax year. The adjustment resulted in a decrease in tax expense of $168,000.

In order to provide meaningful performance comparisons between the years and quarters ended December 31, 2018 and December 31, 2017, respectively, Juniata believes it is appropriate to segregate and exclude the impact of the items described above in order to present comparative results of Juniata’s business during these periods. The discussion of “adjusted” measures in this release excludes those items and, as a result, contains non-GAAP financial measures, which are reconciled to GAAP financial measures in supplemental tables presented below.

For 2018, return on average assets and return on average equity were 0.89% and 8.81%, respectively. On an adjusted basis, return on average assets was 0.98% in 2018 as compared to 0.88% in 2017 and return on average equity was 9.65% and 8.77% in 2018 and 2017, respectively.

Net interest income increased for the year ended December 31, 2018 increased by $1,497,000, or 8.1%, when compared to 2017, as average earning assets were $19.9 million, or 3.6% higher in 2018. A continued focus on lending, along with the addition of Liverpool’s loan portfolio, contributed to a $24.0 million, or 6.2%, increase in average total loans in 2018.

Non-interest income was $5,027,000 in 2018 versus $5,292,000 in 2017. Excluding the items discussed previously, adjusted non-interest income declined by $545,000. Contributing to the decline was a recorded net loss on sales and calls of securities of $188,000 in 2018 compared to a net gain from sales and calls of securities of $512,000 in 2017. The repositioning of the investment portfolio in 2018 was a strategic initiative undertaken to improve the yield on the portfolio for a greater future return. Income from mortgage banking also declined in 2018 compared to 2017 as Juniata continued its strategic shift in focus to a new mortgage product, which increased fees derived from loan activity during the period. In addition to the increase in fees from the aforementioned new mortgage product, partially offsetting the decline in mortgage banking income was a 14.3% increase in debit card fee income in 2018 compared to the prior year.

Non-interest expense was $19,461,000 in 2018 versus $17,775,000 in 2017, an increase of $1,686,000. Excluding the impact of the non-interest expense items discussed above, non-interest expense increased by $982,000 in 2018, primarily due to Juniata’s growth due to the Liverpool acquisition.

Income tax was positively impacted by the TCJA in 2018 compared to 2017. Excluding the aforementioned adjustments, the effective rate for 2018 was 15.6% before a tax credit of $901,000 was applied, compared to 2017’s effective tax rate of 24.4% before a tax benefit of $722,000.

For the fourth quarter of 2018, return on average assets and return on average equity were 0.79% and 7.48%, respectively. On an adjusted basis, return on average assets was 0.81% and 0.87% in the fourth quarters of 2018 and 2017, respectively, and adjusted return on average equity was 7.71% and 8.64% in the fourth quarters of 2018 and 2017, respectively.

Net interest income increased in the fourth quarter of 2018 by $517,000 when compared to the fourth quarter of 2017, primarily due to higher average loan balances resulting in greater interest income, which was partially offset by higher funding costs.

Comparing the fourth quarter of 2018 to the fourth quarter of 2017, non-interest income declined by $85,000, principally due to a difference of $175,000 in net security losses, which were offset by increases of 15.2% in debit card fee income and 77.9% in fees derived from loan activity.

Total assets at December 31, 2018 were $624,830,000, an increase of 5.6% compared to December 31, 2017. During 2018, loan balances averaged $409,362,000 compared to average loan balances in 2017 of $385,411,000, an increase of 6.2%. Average deposit balances increased by 3.5% in 2018 as compared to 2017.

On January 15, 2019, Juniata Valley Financial Corp.’s Board of Directors declared a cash dividend of $0.22 per share, payable on March 1, 2019 to shareholders of record on February 18, 2019.

Management considers subsequent events occurring after the statement of condition date for matters which may require adjustment to, or disclosure in, the consolidated financial statements. The review period for subsequent events extends up to and including the filing date of a public company’s consolidated financial statements when filed with the SEC. Accordingly, the financial information in this announcement is subject to change.

The Juniata Valley Bank, the principal subsidiary of Juniata Valley Financial Corp., is headquartered in Mifflintown, Pennsylvania, with sixteen community offices located in Juniata, Mifflin, Perry, Huntingdon, McKean and Potter Counties. More information regarding Juniata Valley Financial Corp. and The Juniata Valley Bank can be found online at www.JVBonline.com. Juniata Valley Financial Corp. trades through OTC Pink under the symbol JUVF.

Non-GAAP Financial Measures and Key Performance IndicatorsWe use non-GAAP financial measures, such as adjusted net income, adjusted earnings per share (diluted), adjusted return on average assets, adjusted return on average equity, adjusted non-interest income and adjusted non-interest expense to provide information useful to investors in understanding our adjusted performance and trends, and to facilitate comparisons with the performance of our peers. Management uses these measures internally to assess and better understand our underlying business performance and trends related to our business activities. The non-GAAP financial measures and key performance indicators we use may differ from the non-GAAP financial measures and key performance indicators other financial institutions use to measure their performance and trends.

Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, our reported results prepared in accordance with GAAP. In the event of disclosure or release of non-GAAP financial measures, the Securities and Exchange Commission’s (“SEC”) Regulation G requires: (i) the presentation of the most directly comparable financial measure calculated and presented in accordance with GAAP and (ii) a reconciliation of the differences between the non-GAAP financial measure presented and the most directly comparable financial measure calculated and presented in accordance with GAAP (included in the tables at the end of this release).

In order to assess and better understand our underlying business performance and trends, Juniata’s non-GAAP adjustments exclude merger expenses from non-interest expense. Merger expenses consist principally of expenses required to satisfy contractual obligations of the acquired entity triggered by the transaction, costs required to convert and consolidate the acquired entity’s records, systems and data onto our platforms and professional fees related to the transaction. Merger expenses are specific to each individual transaction and may vary significantly based on the size and complexity of the transaction.

In addition, when assessing performance and trends, Juniata’s management excludes the impact of settlement charges associated with the process of reducing the risk associated with the unfunded pension obligation related to the Juniata’s defined benefit plan, gains from life insurance proceeds and the one-time adjustment to the net deferred tax assets as a result of the Tax Cuts and Jobs Act. These costs are each unusual and infrequent and can vary significantly in size when incurred, such that the comparability of relevant periods can be affected because results of the affected periods can be distorted, either positively or negatively.

Forward-Looking Information*This press release may contain “forward looking” information as defined by the Private Securities Litigation Reform Act of 1995. When words such as “believes”, “expects”, “anticipates” or similar expressions are used in this release, Juniata is making forward-looking statements. Such information is based on Juniata’s current expectations, estimates and projections about future events and financial trends affecting the financial condition of its business. These statements are not historical facts or guarantees of future performance, events or results. Such statements involve potential risks and uncertainties and, accordingly, actual results may differ materially from this forward-looking information. Many factors could affect future financial results. Juniata undertakes no obligation to publicly update or revise forward looking information, whether as a result of new or updated information, future events, or otherwise. For a more complete discussion of certain risks and uncertainties affecting Juniata, please see the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Forward-Looking Statements” set forth in the Juniata’s filings with the SEC.

Financial Statements

Juniata Valley Financial Corp. and Subsidiary Consolidated Statements of Financial Condition (Dollars in thousands, except share data) December 31, ------------------------ 2018 2017 --------- - --------- - ASSETS (Unaudited) Cash and due from banks $ 15,617 $ 9,839 Interest bearing deposits with banks 110 58 Federal funds sold 729 - - ------- - - ------- - Cash and cash equivalents 16,456 9,897 Interest bearing time deposits with banks 3,290 350 Equity securities 1,118 Securities available for sale 141,953 153,824 Restricted investment in bank stock 2,441 3,104 Investment in unconsolidated subsidiary - 4,812 Total loans 417,631 383,904 Less: Allowance for loan losses (3,034 ) (2,939 ) - ------- - - ------- - Total loans, net of allowance for loan losses 414,597 380,965 Premises and equipment, net 8,744 8,887 Other real estate owned 744 355 Bank owned life insurance and annuities 15,938 14,972 Investment in low income housing partnerships 4,545 5,245 Core deposit and other intangible 405 195 Goodwill 9,139 5,448 Mortgage servicing rights 200 225 Accrued interest receivable and other assets 5,260 3,666 - ------- - - ------- - Total assets $ 624,830 $ 591,945 - ------- - - ------- - LIABILITIES AND STOCKHOLDERS’ EQUITY Liabilities: Deposits: Non-interest bearing $ 126,057 $ 115,911 Interest bearing 395,665 361,757 - ------- - - ------- - Total deposits 521,722 477,668 Securities sold under agreements to repurchase 2,911 9,769 Short-term borrowings 11,600 12,000 Long-term debt 15,000 25,000 Other interest bearing liabilities 1,596 1,593 Accrued interest payable and other liabilities 5,029 6,528 - ------- - - ------- - Total liabilities 557,858 532,558 Stockholders’ Equity: Preferred stock, no par value: Authorized - 500,000 shares, none issued - - Common stock, par value $1.00 per share: Authorized 20,000,000 shares Issued - 5,134,249 shares at December 31, 2018; 4,811,611 shares at December 31, 2017; Outstanding - 5,092,048 shares at December 31, 2018; 4,767,656 shares at December 31, 2017; 5,134 4,811 Surplus 24,821 18,565 Retained earnings 42,119 40,876 Accumulated other comprehensive loss (4,299 ) (4,034 ) Cost of common stock in Treasury: 42,201 shares at December 31, 2018; 43,955 shares at December 31, 2017; (803 ) (831 ) - ------- - - ------- - Total stockholders’ equity 66,972 59,387 - ------- - - ------- - Total liabilities and stockholders’ equity $ 624,830 $ 591,945 - ------- - - ------- -

Juniata Valley Financial Corp. and Subsidiary Consolidated Statements of Income Three Months Ended Twelve Months Ended (Unaudited, in thousands, except share and per share December 31, December 31, data) -------------------------- ---------------------------- 2018 2017 2018 2017 ----------- - ----------- ----------- - ----------- - Interest income: (Unaudited) (Unaudited) Loans, including fees $ 5,238 $ 4,514 $ 20,060 $ 18,005 Taxable securities 752 760 3,040 2,888 Tax-exempt securities 94 111 393 451 Other interest income 55 10 158 30 - --------- - - --------- - --------- - - --------- - Total interest income 6,139 5,395 23,651 21,374 - --------- - - --------- - --------- - - --------- - Interest expense: Deposits 890 574 3,068 2,129 Securities sold under agreements to repurchase 13 14 62 31 Short-term borrowings 26 83 190 295 Long-term debt 61 95 276 369 Other interest bearing liabilities 11 8 39 31 - --------- - - --------- - --------- - - --------- - Total interest expense 1,001 774 3,635 2,855 - --------- - - --------- - --------- - - --------- - Net interest income 5,138 4,621 20,016 18,519 Provision for loan losses 106 50 337 439 - --------- - - --------- - --------- - - --------- - Net interest income after provision for loan losses 5,032 4,571 19,679 18,080 - --------- - - --------- - --------- - - --------- - Non-interest income: Customer service fees 468 445 1,779 1,747 Debit card fee income 341 296 1,280 1,120 Earnings on bank-owned life insurance and annuities 86 83 352 352 Trust fees 114 122 430 446 Commissions from sales of non-deposit products 57 33 259 173 Income from unconsolidated subsidiary - 13 296 167 Fees derived from loan activity 153 86 416 267 Mortgage banking income 17 44 70 214 (Loss) gain on sales and calls of securities (173 ) 2 (188 ) 512 Change in value of equity securities (43 ) - (1 ) - Other non-interest income 96 77 334 294 - --------- - - --------- - --------- - - --------- - Total non-interest income 1,116 1,201 5,027 5,292 - --------- - - --------- - --------- - - --------- - Non-interest expense: Employee compensation expense 2,105 1,833 7,822 7,159 Employee benefits 523 1,035 2,458 2,837 Occupancy 299 295 1,217 1,173 Equipment 211 207 818 711 Data processing expense 522 433 1,924 1,751 Director compensation 58 58 215 241 Professional fees 146 140 640 571 Taxes, other than income 89 110 498 463 FDIC Insurance premiums 66 84 274 334 Loss (gain) on sales of other real estate owned 2 18 (60 ) (8 ) Amortization of intangibles 25 15 79 67 Amortization of investment in low-income housing 200 200 800 612 partnership Merger and acquisition expense 259 13 884 13 Other non-interest expense 613 394 1,892 1,851 - --------- - - --------- - --------- - - --------- - Total non-interest expense 5,118 4,835 19,461 17,775 - --------- - - --------- - --------- - - --------- - Income before income taxes 1,030 937 5,245 5,597 Income tax (benefit) provision (187 ) 359 (253 ) 1,060 - --------- - - --------- - --------- - - --------- - Net income $ 1,217 $ 578 $ 5,498 $ 4,537 - --------- - - --------- - --------- - - --------- - Earnings per share Basic $ 0.24 $ 0.12 $ 1.10 $ 0.95 Diluted $ 0.24 $ 0.12 $ 1.10 $ 0.95 Cash dividends declared per share $ 0.22 $ 0.22 $ 0.88 $ 0.88 Weighted average basic shares outstanding 5,092,970 4,767,656 4,987,186 4,765,165 Weighted average diluted shares outstanding 5,117,684 4,783,699 5,009,484 4,775,505

GAAP to non-GAAP Reconciliation(Dollars in thousands, except share data)

For the Year Ended For the Quarter Ended December 31, December 31, ---------------------- ---------------------- 2018 2017 2018 2017 ---------- ---------- ---------- ---------- Adjusted Net Income Net income $ 5,498 $ 4,537 $ 1,217 $ 578 Adjustments to reported net income to reconcile to non- GAAP measure Defined benefit plan settlement cost included in employee benefits 210 377 - 377 Tax benefit of defined benefit plan settlement cost (44 ) (128 ) - (128 ) Merger-related expense for JUVF 884 13 259 13 Merger-related expense included in income from unconsolidated subsidiary - 33 - 33 Tax benefit of all merger-related expenses (186 ) (16 ) (54 ) (16 ) Merger-related net gain on carrying value of 39.16% ownership in LCB (215 ) - - - Tax expense of merger-related gains 45 - - - Reduction in valuation of deferred tax assets included in income from unconsolidated subsidiary - 32 - 32 Tax benefit reduction in valuation of deferred tax assets included in income from unconsolidated subsidiary - (11 ) - (11 ) (Increase) reduction in valuation of deferred tax assets due to TCJA (168 ) 416 (168 ) 416 - ----- - - ----- - - ----- - - ----- - Total adjustments to reported net income to reconcile to non- GAAP measure 526 716 37 716 - ----- - - ----- - - ----- - - ----- - Adjusted net income (non-GAAP) $ 6,024 $ 5,253 $ 1,254 $ 1,294 - ----- - - ----- - - ----- - - ----- -

Adjusted Earnings Per Share (Diluted) Earnings per share (diluted) $ 1.10 $ 0.95 $ 0.24 $ 0.12 Adjustments to reported diluted earnings per share to reconcile to non-GAAP measure (tax-effected) Defined benefit settlement cost (tax-effected) 0.03 0.05 - 0.05 Merger-related expenses (tax-effected) 0.14 0.01 0.04 0.01 Merger-related gains (tax-effected) (0.03 ) - - - (Increase) reduction in valuation of deferred tax assets (0.03 ) 0.09 (0.03 ) 0.09 - ----- - - ---- - ----- - - ---- Total adjustments to reported diluted earnings per share to reconcile to non-GAAP measure (tax-effected) 0.11 0.15 0.01 0.15 - ----- - - ---- - ----- - - ---- Adjusted earnings per share (diluted) (non-GAAP) $ 1.21 $ 1.10 $ 0.25 $ 0.27 - ----- - - ---- - ----- - - ----

Adjusted Return on Average Assets Return on average assets 0.89 % 0.76 % 0.79 % 0.39 % Total adjustments to reported net income to reconcile to non-GAAP measure 0.09 0.12 0.02 0.48 ---- - ---- - ---- - ---- - Adjusted return on average assets 0.98 % 0.88 % 0.81 % 0.87 % ---- - ---- - ---- - ---- - Adjusted Return on Average Equity Return on average equity 8.81 % 7.57 % 7.48 % 3.86 % Total adjustments to reported net income to reconcile to non-GAAP measure 0.84 1.20 0.23 4.78 ---- - ---- - ---- - ---- - Adjusted return on average equity 9.65 % 8.77 % 7.71 % 8.64 % ---- - ---- - ---- - ---- -

GAAP to non-GAAP Reconciliation (continued)(Dollars in thousands, except share data)

For the Year Ended For the Quarter Ended December 31, December 31, -------------------- --------------------- 2018 2017 2018 2017 ---------- -------- -------- ----------- Adjusted non-interest Income Total noninterest income $ 5,027 $ 5,292 $ 1,116 $ 1,201 Adjustments to reported noninterest income to reconcile to non-GAAP measure Merger-related expense included in income from unconsolidated subsidiary - 33 - 33 Merger-related net gain on carrying value of 39.16% ownership in LCB (215 ) - - - Reduction in valuation of deferred tax assets included in income from unconsolidated subsidiary - 32 - 32 - ----- - - ----- - ----- - ----- --- Total adjustments to reported noninterest income to reconcile to non-GAAP measure (215 ) 65 - 65 - ----- - - ----- - ----- - ----- --- Adjusted non-interest Income (non-GAAP) $ 4,812 $ 5,357 $ 1,116 $ 1,266 - ----- - - ----- - ----- - ----- ---

Adjusted non-interest expense Total noninterest expense $ 19,461 $ 17,775 $ 5,118 $ 4,835 Adjustments to reported noninterest expense to reconcile to non-GAAP measure Defined benefit plan settlement cost included in employee benefits (210 ) (377 ) - (377 ) Merger-related expense for JUVF (884 ) (13 ) (259 ) (13 ) - ------ - - ------ - - ----- - - ----- - Total adjustments to reported noninterest expense to reconcile to non-GAAP measure (1,094 ) (390 ) (259 ) (390 ) - ------ - - ------ - - ----- - - ----- - Adjusted non-interest expense (non-GAAP) $ 18,367 $ 17,385 $ 4,859 $ 4,445 - ------ - - ------ - - ----- - - ----- -

JoAnn McMinn Email: joann.mcminn@jvbonline.com Phone: (717) 436-3206

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