Juniata Valley Financial Corp. · OTC:JUVF
Juniata Valley Financial — Merger or Acquisition (June 2015)
16 slides from Juniata Valley Financial's merger presentation, Jun 26, 2015
Slide 1: Acquisition of FNBPA Bancorp, Inc.
Acquisition of FNBPA Bancorp, Inc. Port Allegany, Pennsylvania June 26, 2015 Additional Information and Where to Find It: It is expected that Juniata Valley Financial Corp. (“JUVF”) will file a Registration Statement on Form S - 4, that JUVF and FNBPA Bancorp, Inc. (“FNBP”) will file a Proxy Stateme
Slide 2: Forward-Looking Statement
Investor Presentation – June 26, 2015 Juniata Valley Financial Corp. 2 This presentation includes forward - looking statements, including statements about future results. Investors are cautioned that all forward - looking statements involve risks and uncertainty including, but not limited to: the ab
Slide 3: Overview of Juniata Valley Financial
Juniata Valley Financial Corp. 3 Investor Presentation – June 26, 2015 Overview of Juniata Valley Financial ▪ History • The Juniata Valley Bank (“JVB”) was founded in 1867 • Headquartered in Mifflintown, PA • 12 branches (5 Juniata County, 5 in Mifflin County, 1 in Perry County and 1 in Huntingdon C
Slide 4: Overview of Juniata Valley Financial: Stock Information
Juniata Valley Financial Corp. 4 Investor Presentation – June 26, 2015 Overview of Juniata Valley Financial ▪ Stock Information * • OTC Pink: JUVF • Stock Price : $18.10 • Market Capitalization: $76 million • Price/LTM Earnings: 17.9 • Price/Tangible Book: 157% • Quarterly Dividend Rate: $0.22 • Ann
Slide 5: Overview of FNBPA Bancorp, Inc.
Juniata Valley Financial Corp. 5 Investor Presentation – June 26, 2015 Overview of FNBPA Bancorp, Inc. ▪ History • First National Bank of Port Allegany was founded in 1888 • Headquartered in Port Allegany, PA • 3 branches (2 in McKean County and 1 in Potter County) • Holding company is FNBPA Bancorp
Slide 6: Transaction Terms
Investor Presentation – June 26, 2015 Juniata Valley Financial Corp. 6 Transaction Terms ▪ Transaction Value: $13.2 million or $50.34 per FNBP share * • Value components: $2.0 to $3.3 million in cash (15% to 25%) and from $11.2 to $9.9 million in JUVF common stock (85% to 75%). • Value of stock comp
Slide 7: Branch Map
Juniata Valley Financial Corp. 7 Investor Presentation – June 26, 2015 Branch Map FNB of Port Allegany has 2 branches in Port Allegany and 1 in Coudersport. JVB and FNB of Port Allegany Offices
Slide 8: Rationale
Investor Presentation – June 26, 2015 Juniata Valley Financial Corp. 8 Rationale ▪ Financial • 11% to 12% EPS accretion in year 1 excluding merger related costs. • 13% to 14% EPS accretion in year 2 with achievement of full cost savings. • Return to pre - closing tangible book after 4 to 5 quarters.
Slide 9: Juniata Valley Financial Corp. Asset Growth
Investor Presentation – June 26, 2015 Juniata Valley Financial Corp. 9 Assets $335 $357 $376 $388 $397 $411 $416 $420 $428 $442 $436 $447 $449 $449 $481 $582 -$50 $50 $150 $250 $350 $450 $550 $650 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 In Millions Year End Ju
Slide 10: Loans
Investor Presentation – June 26, 2015 Juniata Valley Financial Corp. 10 Loans* CRE , 24.8% Farm & Ag. , 6.4% Commercial , 8.0% 1 - 4 family , 47.3% C&D , 6.9% Consumer , 1.3% Other , 5.3% JVB CRE , 15.9% Farm & Ag. , 1.8% Commercial , 5.5% 1 - 4 family , 64.3% C&D , 0.3% Consumer , 8.3% Other , 3.9%
Slide 11: Deposits
Investor Presentation – June 26, 2015 Juniata Valley Financial Corp. 11 Deposits* ** Cost of Interest Bearing Deposits in 1 st quarter 2015.: JVB – 0.53% FNB Port Allegany – 0.38% JVB Non - interest bearing , 25.3% Other transaction , 48.3% CDs , 26.4% FNB Port Allegany Combined Non - interest beari
Slide 12: Low Risk
Investor Presentation – June 26, 2015 Juniata Valley Financial Corp. 12 Low Risk ▪ FNBP / FNB of Port Allegany • Long history of solid earnings • Strong asset quality • Continued involvement of key personnel ▪ In depth due diligence was conducted ▪ Conservative merger marks
Slide 13: Pro Forma Balance Sheet
Juniata Valley Financial Corp. 13 Investor Presentation – June 26, 2015 Pro Forma Balance Sheet JUVF 3/31/2015 Pro Forma As of 12/31/15* ($ are in millions, except per share) Assets $473 ~$582 Loans $291 ~$357 Goodwill & Intangibles $2.1 ~$6.5 Deposits $382 ~$470 Tangible Equity ** $48 ~$54 to $55 T
Slide 14: Significant Merger Assumptions
Juniata Valley Financial Corp. 14 Investor Presentation – June 26, 2015 Significant Merger Assumptions ▪ Gross credit mark is equal to reserves ▪ CDI of 1.75% on non - CD accounts amortized over 10 years (sum of years digits) ▪ Combined JUVF and FNBP merger related expenses of $2.5 million pretax ▪
Slide 15: Investor Contacts
Juniata Valley Financial Corp. 15 Investor Presentation – June 26, 2015 Investor Contacts Marcie A. Barber President and Chief Executive Officer JoAnn N. McMinn Executive Vice President, Treasurer and Chief Financial Officer Juniata Valley Financial Corp. 218 Bridge Street P.O. Box 66 Mifflintown, P
Slide 16: Exhibit A - Non-GAAP Financial Measures
Investor Presentation – June 26, 2015 Juniata Valley Financial Corp. 16 Exhibit A - Non - GAAP Financial Measures In thousands, except share and per share data JUVF Proforma Assuming 15% Cash at at March 31, 2015 December 31, 2015 Reported equity $ 50,491 $ 61,988 Intangible assets (2,109) (6,495) T
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